HomeMy WebLinkAboutContracts & Agreements_62-2000_CCv0001.pdf SOFTW• '.
BETWEEN
SunGard Bi-Tech Inc.
a Delaware Corporation
with Headquarters at:
890 Fortress Street
Chico, CA 95973
("SunGard")
AND
City of Redland
-- 35 Cajon Street, Suite 30
PO Box 3005
Redlands, CA 92373
("Customer")
By the signatures of their duly authorized representatives below, SunGard and Customer,
intending to be legally bound, agree to all of the provisions of this Agreement and all Schedules
and Addenda to this Agreement.
- unGard [Customer
BY s BY:.
PRINT NAME:6 SGC. PR INT NAME: PAT G1 LBREATH
PRINT TITLE 't fin.+ +v,c PRINT TITLE: MAYOR;
DATESIGNED: DATE SIGNED: JUNE 20, 2000
ATTEST:
BY
L{OR IE P0501
CITY CLERK
P
1. DEFINITION OF TERMS
As used in this Agreement, the following terms have the following meanings:
(a) "Affiliate" means, with respect to a specified person, any person which
directly or indirectly controls, is controlled by, or is under common control
with the specified person as of the date of this Agreement, for as long as
such relationship remains in effect,
(b) "Agreement" means this Software license Agreement, including all
Change Orders, Addenda, Contract Modifications, and the following
Exhibits and Schedules: Exhibit A, the Statement of Work; Exhibit B, the
Response to the RFP; Schedule A, Price Schedule; Schedule B,
Payment Schedule; Schedule C, Scope of Software Use; Schedule D,
Software Acceptance Test Procedures; and Schedule E, Help Desk and
Software Release Support; Schedule F, Formal Modification and
Acceptance Process, and all addenda to same.
(c) "Change Order" means a mutually agreed upon written order to SunGard,
approved and signed, by both a Redlands' authorized representative and
a
SunGard's authorized representative, ordering a change in the Services
from those originally set forth in the Statement of Work. Either Redlands
or SunGard may propose Change Orders, but it is at the discretion of
Redlands as to whether or not it is performed. Any Change Order that
would impact project schedule and/or fees will specify the agreed upon
schedule and/or fee changes.
A change order shall not be considered an authorization to exceed the
Maximum Contract Price unless the change order specifically increases
the maximum contract price. The parties acknowledge that only the
Contracting Officer of Redlands can authorize an increase in the
Maximum Contract price.
(d) "Concurrent User means the highest total number of users making
simultaneous use of the Software at any time during a calendar year
period, whether use is via modem, direct connection, LAN connection, or
via the Web.
(e} "Confidential Information" means all business information disclosed by
one party to the other in connection with this Agreement unless it is or
later becomes publicly available through no fault of the other patty or it
was or later is rightfully developed or obtained by the other party from
independent sources free from any duty of confidentiality. Without limiting
the generality of the foregoing, Confidential Information shall include
Customer's data and the details of Customer's computer operations and
shall include SunGard's Proprietary Items. Confidential Information shall
include the terms of this Agreement, but not the fact that this Agreement
has been signed, the identity of the parties hereto or the identity of the
products licensed under a Software Schedule.
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(f) "Contracting Officer" means Redlands` City Manager.
(D) "Copy" means any paper, disk, tape,film, memory device, or other
material or object on or in which any words, object cede, source code or
other symbols are written, recorded or encoded, whether permanent or
transitory.
(h) "Documentation" means technical manuals, SunCard's response to the
RFP checklist as included in the Statement of Work training manuals,
user`guides, and workbooks provided by SunGard to assist Customer
with the use of Software.
(i) "Final Project Acceptance" shell be defined as the point in time when the
Software acceptance test has been completed and all test requirements
have been met in accordance with Schedule D attached hereto.
(I) "Execution Date" means the latest date shown on the signature line of
this Agreement.
(k) "Export Lave` mums all laws, administrative regulations, and executive
orders of any Applicable Jurisdiction relating to the control of imports and
exports of commodities and technical data, software and related property,
use or remote use of software and related' property, or;registration of this
Agreement, including the Export Administration Regulations of the U.S'.
Department of Commerce and the International Traffic in Arms
Regulations of the U.S. Department of State. "Applicable Jurisdiction"`
means the U.S., and any other jurisdiction where any Proprietary Items
will be located or from where any Proprietary Items will be accessed
under this Agreement.
(l) "Harmful Code" means any computer code, programming instruction, or
set of instructions, which is introduced through a purposeful action of
SunGard, that is damaging, interferes with, prevents or impedes the use
of, or otherwise adversely affects computer programs, data files or
hardware without the consent or intent of the computer user. These
items include but are not limited to. Trojan horses, viruses, back doors,
trap doors and time bombs and similar code.
(m) "including" means including but not limited to.
n) "Modifications' means a change to the Software source code which is
custom for the Customer and is not a standard Software Update or
Release as defined in items (r) and (s) below.
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(o) "Maximum Contract Price" means the maximum amount to be paid to
SunGard as set forth in Schedule A of this Agreement, This amount
excludes the oust for reimbursable expenses, the cast of annual
maintenance beyond the first year, and the cost of any change orders to
this Agreement.
(p) "Proprietary Items"Items'" means, collectively, the Software and Documentation,
the object code and the source code for the Software, the visual
expressions, screen formats, report formats and other design features o
the Software, all ideas, methods, algorithms, formulae and concepts used
in developing and/or incorporated into the Software or Documentation, all
future modifications, revisions; updates, releases; refinements,
improvements and enhancements of the Software or Documentation, all
derivative works basedupon any of the foregoing, and all copies of the
foregoing.
{g) "Services" means all services to be performed by SunGard or its
subcontractors under this Agreement, as specified in the Statement of
Work
(r) "Software update" means such revisions and updates to the Software
which SunGard, in its sole discretion, incorporates into the Software
under the Software Update provision of Schedule E.
( ) "Software Release" means such revisions and updates to the Software
which SunGard, in its sole discretion, incorporates into the Software
under the Software Release provision of Schedule E.
2. LIMITED LICENSE
2.1 grant. SunGard grants to Customer a non-transferable, non-exclusive, limited
scope; license to use SunGard's proprietary application software identified in
Schedule A of this Agreement, mown as Bi-Techs hereinafter referred to as
(""Software").>The term of the Software license shall commence upon installation
of the Software and continue= perpetually with its regular updates per the
maintenance agreement in Schedule E. SunGard further grants the right to use
the documentation associated to the Software, hereinafter referred to as
("Documentation") as the Software and ,Documentation may be modified,
revised and updated in accordance with this Agreement.
2.2 Rights to Modified Software. upon payment of the undisputed applicable fees
set forth in Schedule A, SunGard'grants the Customer a perpetual, non-
cancelable, nontransferable, non-exclusive, paid-up right and license to use all
Modified Software developed by SunGard under this Agreement. To the extent'
any Software contains SunGard or Customer Confidential Information,,it will be
subject to all applicable Sections of this Agreement: The parties will cooperate
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with each other and execute such other documents as may be reasonably
necessary to achieve the objectives of this Section.
2.3 Scope. Customer may use the Software as provided in this Agreement, only in
the ordinary course of its own business operations and for its own business
purposes and within the limitations identified in Schedule C. Customer may copy
and use the Software for inactive back-up or archival purposes, for disaster
recovery purposes and for parallel testing. Customer may copy the
Documentation to the extent reasonably necessary for use of the Software under
the terms of this Agreement.
2.4 Source Code. Customer shall receive one copy of the source code which shall
reside with the Customer for the Term of this Agreement for the sole purpose of
aiding SunGard in performing its maintenance and support obligations as set
forth herein. Customer is strictly prohibited from copying, distributing, modifying
or using the source code for any purpose except to permit Customer to continue
operations should SunGard become insolvent.
3 SOFTWARE ACCEPTANCE
3.1 Installation Acceptance. SunGard shall give written notice to Customer
certifying that installation of the Software at the Initial Installation Site(s) is
completed. Customer shall then be free to perform testing and review of the
Software in all respects. Customer and SunGard agree that all Software license
fees are non-refundable after installation acceptance herein, except as per
Section 4.2.
3.2 Acceptance of Installation of Soy are. SunGard shall give written notice to
Customer certifying that installation of the Software at the Initial Installation
Site(s) is completed. Customer shall be deemed to have accepted the Software
thirty (30) days after receiving SunGard's notice, unless, during that period, the
Software fails to perform in accordance with the Documentation in some material
respect that precludes acceptance of the Software by Customer, and, by the end
of that thirty (30) day period, Customer gives written notice of non-acceptance to
SunGard describing the material failure in reasonable detail and explaining why
the failure precludes acceptance of the Software by Customer. If Customer
gives a proper notice of non-acceptance to SunGard, then:
3.2.1 SunGard shall investigate the reported failure. Customer shall provide, to
SunGard reasonably detailed documentation and explanation, together
with underlying data, to substantiate the failure and to assist SunGard in
its efforts to diagnose, reproduce and if necessary correct the failure.
3.2.2 If there was no material failure to perform or the failure to perform was
not attributable to a defect in the Software or an act or omission of
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SunGard, then SunGard sell give written notice to Customer explaining
its determination in reasonable detail, and Customer shall be deemed to
have accepted the Software as of the date of SunGard's notice. In the
event SunGard determines, that the reported error did not, in fact, exist or
was not attributable to a defect in the Software or an act or omission of
SunGard, thea Customer shall pay for SunGard's investigation and
related services at the then current professional service rates in effect.
3.2.3 if there was a material failure to perform that was attributable to a defect
in the Software or an act or omission of SunGard, and if SunGard cannot
correct the failure within thirty ( 0) days (or such longer period as may be
reasonable under the circumstances) after receipt:of Customer's notice of
iron-acceptance, then Customer shall promptly return to SunGard all
copies of the Software and Documentation and any other items delivered
to Customer by SunGard, and SunGard shall then refund to Customer
the license fees paid by Customer. If, within such period, SunGard does
correct the failure, then SunGard shall give written notice to Customer
certifying that the failure has been corrected, and another thirty ( 0) day
acceptance period shall begin in accordance with this Section 3.2
3,3Final Project Acceptance. Acceptance testing shall be completed as part of
the implementation process. Final Project Acceptance shall be defined as the
point in time when the software acceptance test has been completed'and all test'
requirements have been met in accordance with Schedule U attached hereto.
4 WARRANTIES ANIS LIMITATIONS
4.1 Performance. SunGard warrants to Customer that the Software will perform as
described in the Documentation in all material respects for a period of eighteen
(18) months from the date of initial installation,
4.2 Right to License; No Infringement. SunGard warrants to Customer that it has
the full legal right to grant to Customer the license granted under this
Agreement, and that the Software and Documentation, as and when delivered to
Customer by SunGard and when properly used for the purpose and in the
manner specifically authorized by this Agreement, do not infringe upon any
United States patent, copyright, trade secret or other proprietary right of any
person.. SunGard shall defend and indemnify Customer against any third party
claim to the extent attributable to a violation of the foregoing warranty.. SunGard
shall have no liability or obligation under this Section 4.2 unless Customer gives
written notice' to SunGard promptly (within ten (10) days, provided that later
notice shall relieve SunGard of its liability under this Section 4.2 only to the
extent that SunGard is prejudiced by such later notice) after any applicable
infringement claim is initiated against Customer and allows SunGard to have
sale control of the defense or settlement of the claim. If any applicable
infringement claim is initiated, or in SunGard's sole opinion is likely to be
initiated, then SunGard shall have the option, at its expense, to::
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4.2.1 correct or replace all or the infringing part of the Software or
Documentation so that it is no longer infringing, provided that the
Software functionality does not change in any material adverse respect
nor would the correction adversely affect future software updates or
software releases; or
4.2.2 procure for Customer the right to continue using the infringing part of the
Software or Documentation; or
4.2.3 remove all of the impacted or the infringing part of the Software or
Documentation, and refund to Customer the corresponding portion of the
initial license fee paid by Customer to SunGard under Schedule B.
4.3 Customer Infringement For any specification provided by the Customer for
software modification or interface programming, the Customer assumes
responsibility for the originality of the specification and warrants to SunGard that
the specification is not the property of another entity.
4.4 Exclusion for Unauthorized Actions. SunGard shall be relieved of liability for
Software performance or claim of infringement if: a) Customer refuses to accept
current Software updates or software releases; b) the source of a Software error
is due to the use of interfaces or other software not provided by SunGard.
4.5 Harmful Code. SunGard warrants that it will not intentionally introduce Harmful
Code to the system. The Customer will assist SunGard in mitigating damages
arising from such Harmful Code. Harmful Code introduced by sources other
than SunGard is excluded from this warranty.
4.6 Date Calculations. SunGard warrants that the software will be Year 2000
Compliant in accordance with the Documentation.
4.7 Force Majeure. Except with respect to breach of confidentiality and except with
respect to Customer's payment obligations hereunder, neither party shall be
liable for, nor shall either party be considered in breach of this Agreement due to,
any failure to perform its obligations under this Agreement as a result of a cause
beyond its control, including any act of God or a public enemy, act of any military,
civil or regulatory authority, change in any law or regulation, fire, flood,
earthquake, storm or other like event, disruption or outage of communications,
power or other utility, labor problem, unavailability of supplies, or any other
cause, whether similar or dissimilar to any of the foregoing, which could not have
been prevented by the non-performing party with reasonable care.
4.8 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS< AGREEMENT,
SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR
WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTY OF
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TITLE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, REGARDING THE SOFTWARE OR ANY OTHER
MATTER,PERTAINING TO THIS AGREEMENT.
4.9 Limitation of Liability.
4,9.1 EXCEPT FOR INDEMNIFICATION UNDER SECTION 4.2, WITH
RESPECT TO EACH SOFTWARE SCHEDULE, SUNGARD'S TOTAL
LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO
CIRCUMSTANCES EXCEED THE MAXIMUM CONTRACT PRICE AS
SET FORTH IN SCHEDULE A OF THIS AGREEMENT.
4.9.2 UNDER NO CIRCUMSTANCES SHALL SUNGARD BE LIABLE TO
CUSTOMER OR ANY OTHER PERSON FOR LOST REVENUES, LOST
PROFITS, LOSS OF BUSINESS, OR ANY INDIRECT OR,
CONSEQUENTIAL DAMAGES OF ANY NATURE, '"WHETHER OR NOT
FORESEEABLE.
4.9.3 CUSTOMER AND SUNGARD HAVE FREELY AND= OPENLY
NEGOTIATED THIS AGREEMENT INCLUDING THE PRICING TERMS
IN THE. KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO
BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT:
4.10 Other Limitations. The warranties made by SunGard in this Agreement, and
the obligations of SunGard under this Agreement, run only to Customer and not
to its affiliates, its customers or any other persons. Under no circumstances
shall any other person be considered a third party beneficiary of this Agreement
or otherwise entitled to any rights or remedies under this Agreement. Customer
shall have no rights or remedies against SunGard except as specifically provided
in this Agreement. No action or claim of any type relating to this Agreement may
be brought or made by Customer more than one (`I) year after Customer first
has knowledge of the=basis;for the action or claim.
4.11 Licensee's Remedies. Licensee's sole and exclusive remedies for any damages
or loss in any way connected with the Software or services furnished by SunGard
and its licensors, whether clue to SunGard's negligence or breach of any other
deity, shall be, : (i) to bring the performance of the Software into substantial
compliance with the Documentation; (ii) re-performance of services; or only after'
wing commercially reasonable efforts to perform (i) and/or (ii)„ (iii) return of an;
appropriate portion of any payment made by Licensee with respect to the
applicable portion of the services.
5 CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANT'
5.1 [disclosure Restrictions. All Confidential Information as defined in Section 1, of
one party ("Disclosing Party") in the possession of the other ("Receiving Party"),
whether or not authorized, shall be held in strict confidence, and the Receiving
Party shall take all steps reasonably necessary to preserve the confidentiality
thereof. One party's Confidential Information shall not be used or disclosed b
the other party for any purpose except as necessary to implement or perform this
Agreement, or except as required by law, provided that the other party is given
notice (if permitted under law) within 10 (ten) days prior to the release of any
confidential information allowing that party a reasonable opportunity to obtain a
protective order. The Receiving Party shall limit its use of and access to the
[disclosing Party's Confidential Information to only those of its employees whose
responsibilities require such use or access. The Receiving Party shall advise all
such employees, before they receive access to or possession of any of the
Disclosing Party's Confidential Information, of the confidential nature of the
Confidential Information and require them to abide by the terms of this
Agreement. The Receiving Party shall be liable for any breach of this
Agreement by any of its employees or any other person who obtains access to or
possession of any of the disclosing Party's Confidential Information from or
through the Receiving Party;
5.2 SunGard's Proprietary Items, Ownership Rights. The Proprietary Items, as
defined in Section 1, are trade secrets and proprietary property of SunGard,
having great commercial value to SunGard: All Proprietary Items provided to
Customer under this Agreement are being provided on a strictly confidential and
limited use basis. Customer shall not, directly or indirectly, communicate, publish,
display, loan, give or otherwise disclose any Proprietary Item to any person, or
permit any person to have access to or possession of any ProprietaryItem. Title
to all Proprietary Items and all related patent, copyright, trademark, trade secret,
intellectual property and other ownership rights shall remain exclusively with
SunGard, even with respect to such items that were created by SunGard'
specifically for or on behalf of Customer, This;Agreement is not an agreement of
sale, and no title, patent, copyright, trademark, trade secret, intellectual property
or other ownership rights to any Proprietary Items are transferred to Customer by
virtue of this Agreement; All copies of Proprietary Items in Customer's
possession shall remain the exclusive property of SunGard and shall be deemed
to be on loan to Customer during the term of this Agreement.
5.3' Proprietary Restrictions. Customer shall not do, attempt to do, nor permit any
other person to do, any of the following:
6,3.1 use any Proprietary Item for any purpose, or in any manner not
specifically authorized by this Agreement; or
5.3,2 mare or retain any copy of any Proprietary Item except as specifically
authorized by this Agreement; or
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5.3.3 create or recreate the source code for the Software, or re-engineer, reverse
engineer, decompile or disassemble the Software; or
5.3A modify, adapt, translate or create derivative works based upon the Software
or Documentation, or combine or merge any part of the Software or
Documentation with or into any other software or documentation; or
5.3.6 refer to or otherwise use any Proprietary Item as part of any effort to
develop a progararn having any functional attributes, visual expressions or
other features similar to those of the Software or to compete with SunGard;
or
5.3.6 remove, erase or tamper with any copyright or other proprietary notice
printed or stamped on, affixed to, or encoded or recorded in any Proprietary
Item, or fail to preserve all copyright and other proprietary notices in any
copy of any Proprietary Item made by Customer; or
5.3.7 sell, market, license, sublicense, distribute or otherwise grant to any
person, including any outsourcer, vendor, consultant or partner, any right
to use any Proprietary Item, except on Customer's behalf or otherwise; or
5.3.8 use any Proprietary Item to become an outsourcer.
6.4 Notice and Remedy of Breaches. Each party shall promptly give written notice
to the other of any actual or suspected breach by it of any of the provisions of
this Section 5, whether or not intentional, and the breaching party shall, at its
expense, take all steps reasonably requested by the other party to prevent or
remedy the breach.
5.5 Dispute Resolution.
5.5.1 Inside/Outside Mediation: The parties will make a good faith effort to
resolve any dispute relating to or arising under the Agreement before
commencing any formal proceedings within five (5) business days of a
written notice of a dispute sent by either party. The SunGard Account
Manager and the Customer Project Manager will meet to discuss the
issues involved in the dispute. If the dispute is not resolved within five (5)
business days of the meeting of the SunGard Account Manager, the
Customer Project Manager, the SunGard Senior Client Services Manager
responsible for the Project and the Customer's Contracting Officer will
meet on site to attempt to resolve the dispute, If the dispute is not resolved
within ten (1 0) business days of the meeting, the SunGard Senior Client
Services Manager responsible for the project and the Customer's
Contracting Officer, the parties will mutually retain a representative from
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the American Arbitration Association (AAA) to act as a neutral third party
mediator to seek a consensus resolution in outside mediation. Outside
mediation shall occur within twenty (20) business days of the date of
internal mediation impasse reached between SunGard Senior Client
Services Manager and Customer's Contracting Officer. If such consensus
cannot be reached within fifteen (15) business days of the commencement
of the mediation, the parties then may resort to other dispute resolution
processes contained herein. The parties shall bear their own respective
costs and Attorney's fees in connection with the mediation.
Notwithstanding the foregoing, either party may file suit to seek temporary
injunctive relief at any tithe in the event of actual or threatened breach of
the Agreement justifying such relief. The prevailing party in any injunctive
proceeding shall be entitled to recover its reasonable attorney's fees and
costs from the other party.
5.6.2 Arbitration. If the disputed matter cannot be resolved pursuant to
outside mediation, then either party may immediately after the completion
of outside mediation, unless mutually agreed otherwise by the parties,
upon written notice, submit the disputed matter to non-binding arbitration
under the rules of then prevailing of the American Arbitration Association.
The arbitration shall be heard before an arbitrator mutually agreeable to the
parties; provided, that if the parties cannot agree on the choice of arbitrator
within ten (1 0) days after the first party seeking arbitration has given written
notice, then the arbitration shall be heard by three (3) arbitrators, one
chosen by each party, and the third chosen by those two arbitrators. A
hearing on the issues of all claims for which arbitration is sought by either
party shall be commenced not later than sixty (60) days from the date
demand for arbitration is made by the first party seeking arbitration. The
arbitrator (s) must render a decision within ten (1 Q) days after the
conclusion of such hearing. Notwithstanding the foregoing, either party
may pursue other legal means to resolve such dispute.
6.6.3 Applicable Law. The arbitration shall be governed by the United States
Arbitration Act. The arbitrators shall apply the substantive law of the State
of California. The arbitrators shall have the authority to grant any legal
remedy available had the parties submitted the dispute to a judicial
proceeding.
6.6.4 Situs. If arbitration is required to resolve any disputes between the
parties, the proceedings to resolve the dispute shall be held in the State
of California. This provision shall not be construed to prevent a party
from instituting and a party is authorized to institute formal proceedings to
avoid the expiration of any applicable limitation periods.
5.6 Enforcement Each party acknowledges that the restrictions in this Agreement
are reasonable and necessary to protect the other's legitimate business
interests. Each patty acknowledges that any breach of any of the provisions of
this Section 5 shall result in irreparable injury to the other for which money
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damages could not adequately compensate. If there is a breach, then the
injured party shall be entitled, in addition to all other rights and remedies which it
may have at law or in equity, to have a decree of specific performance or an
injunction issued by any competent court, requiring the breach to be cured or
enjoining all persons involved from continuing the breach. The existence of any
claim or cause of action which a party or any other person may have against the
ether shell not constitute a defense or bar to the enforcement of any of the
provisions of this Section 5.
6 TERMINATION
6.1 Termination by Customer. Customer may immediately terminate this Agreement,
by giving written notice of termination to SunGard, upon the occurrence of any of
the following events:
6.1.1 SunGard breaches any of its material obligations under this Agreement
and does not cure the breach within thirty (30) days (or such other time
period as may be reasonable under the circumstances) after Customer
gives written notice to SunGard describing the breach in reasonable
detail.
6.1.2 SunGard (or a surviving company in the event of a merger or sale of
SunGard) dissolves or liquidates or otherwise discontinues substantially
all of its business operations. Notwithstanding the foregoing, SunGard
reserves the right to outsource professional services which will not be
deemed grounds for Customer termination hereunder.
6.2 Termination by SunGard. SunGard may immediately terminate this
Agreement, by giving written notice of termination to Customer, upon' the
occurrence of any of the following events;
6.2.1 Customer fails to pay to SunGard, within Sixty (60) days ,after SunGard
makes written demand therefor, any past-due amount payable under this
Agreement (including interest thereon) that is not the subject of a good
faith dispute.
6.2.2 Customer breaches any of its material obligations under this Agreement
and does not cure the breach within sixty (60) days (or such other time
period as may be reasonable) after SunGard gives written notice to
Customer describing the breach in reasonable detail.
6.2.3 Customer dissolves or liquidates or otherwise discontinues substantially
all of its business operations.
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6.3 Termination for Convenience. Customer may terminate this Agreement for
any reason it determines that such termination is in its best interest. In such
event, the Customer shall provide written notice to SunGard and termination
shall be effective as of the date and time specified therein. This Agreement shall
terminate as of that date, except SunGard shall be paid for all undisputed
amounts for work performed and all Software which has passed installation
acceptance as per Section 3.2 up to the time Customer terminates this
Agreement. Upon Termination, Customer shall return all Software and
Documentation and make no further use thereof whatever, and shall certify to
SunGard that all copies of Software are removed from Customers computers.
6.4 Certain Remedies for Nonpayment. If Customer fails to pay undisputed
amounts to SunGard, within thirty (30) days after SunGard makes written
demand therefor, any past-due amount payable under this Agreement (including
interest thereon) that is not the subject of a good faith dispute in addition to all
other rights and remedies which SunGard may have at law or in equity, SunGard
may, after fully executing the Dispute Resolution process in Section 5.5 and
without further notice to Customer, suspend performance or revoke the License
granted under this Agreement until all past due amounts are paid in full.
6.5 Effect of Termination. Upon a termination of this Agreement, whether under
this Section 6 or otherwise, Customer shall: (a) discontinue all use of all
Software and Documentation, (b) promptly return to SunGard all copies of the
Software, the Documentation and any other Proprietary Items then in Customer's
possession, and (c) give written notice to SunGard certifying that all copies of the
Software have been permanently deleted from its computers. Customer shall
remain liable for all undisputed payments due to SunGard with respect to the
period ending on the date of termination. The provisions of Schedule B, and
Sections 3, 4 (excluding 4.1), and 7 shall survive any termination of this
Agreement, whether under this Section 6 or otherwise.
7 GENERAL PROVISIONS
7.1 Notice. All notices, consents and other communications under or regarding this
Agreement shall be in writing and shall be deemed to have been received on the
earlier of the date of actual receipt, the third business day after being mailed by
first class certified air mail, or the first business day after being sent by a
reputable overnight delivery service. Any notice may be given by facsimile,
provided that a signed written original is sent by one of the foregoing methods
within twenty-four (24) hours thereafter. Customer's address for notices is City
of Redlands, 35 Cajon Street (Suite 10), PO Box 3005, Redlands, CA 92373,
Attention: Finance Director. SunGard's address for notices is SunGard Bi-Tech
Inc., 890 Fortress Street, Chico, CA 95973, Attention: Vice President of Finance.
Either party may change its address for notices by giving written notice of the new
address to the other party in accordance with this Section.
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7.2 Parties in Interest.
7.2.1 This Agreement shall bind, benefit and;be enforceable by and against
SunGard and Customer and, to the extent permitted hereby, their
respective successors and assigns.
7.2.2 Neither party shall assign this Agreement or any of its tights hereunder,
nor delegate any of its obligations hereunder, without the other party's
prior written consent, except that such other party's consent shall not be
required in the case of an assignment to a purchaser of or successor to
substantially all of such party's business or to an affiliate of such party,
provided that the scope of any license granted hereunder does not
change and the assignor guarantees the obligations of the assignee. Any
assignment by a party in breach of this Section shall be void.
7.2.3 Any express assignment of this Agreement, any change in control of
Customer, any acquisition of additional business by Customer shall
constitute an assignment of this Agreement by Customer for purposes o
this Section 7.2 ("Customer Assignment"). Customer shall give written
notice to SunGard thirty (30) days prior to an Assignment certifying the
expected use of the Software to process any additional business related
to;such Customer assignment ("Additional Business"). If any Customer
Assignment occurs, Customer may continue to process the business to
the extent it existed prior to any such Customer Assignment, but
Customer may not use the Software to process any AdditionalBusiness
until and unless Customer has paid SunGard an Additional Business fees
to be mutually agreed to, and any use to process any additional Business
prior to the payment of such fee shall be deemed a material breach of
this Agreement. Customer shall promptly complete and return to;
SunGard periodic certifications which SunGard, in its sole discretion, may
from time to time send to Customer, certifying the actual use of the
Software to process any Additional Business.
7.3 Expert Daws and Use Outside of the United States. Customer shall comply
with the Export taws. Customer shall not export or re-export directly or indirectly
(including via remote access) any part of the Software or Confidential
Information to any country to which a license is required under the Export taws
without first obtaining a license.
7.4 Relationship. The relationship between the parties created by this Agreement
is that of independent contractors and not partners, )dint venturers or agents,
7.5 Entire Understanding. This Agreement, which includes and incorporates the
Schedules referred to herein, states the entire understanding between the
parties with respect to its subject matter, and supersedes all prier proposals,
1
marketing materials, negotiations and other written or oral communications
between the parties with respect to the subject matter of this Agreement. Any
written, printed or other materials which SunGard provides to Customer that are
not included in the Documentation are provided on an "as is" basis, without
warranty, and solely as an accommodation to Customer.
7.6 Modification and Waiver. No modification of this Agreement, and no waiver of
any breach of this Agreement, shall be effective unless in writing and signed by
an authorized representative of the party against whom enforcement is sought.
No waiver of any breach of this Agreement, and no course of dealing between
the parties, shall be construed as a waiver of any subsequent breach of this
Agreement.
7.7 SeverabffltyA determination that any provision of this Agreement is invalid or
unenforceable shall not affect the other provisions of this Agreement.
7.8 Headings. Section headings are for convenience of reference only and shall not
affect the interpretation of this Agreement.
7.9 Construction of Agreement. The terms and conditions of this Agreement are
the result of negotiations between the parties. No provision of this Agreement
shall be construed in favor of or against any party because one party or its
professional advisors participated in the preparation of this Agreement.
7.10 Personnel. Neither party shall, directly or through one or more subsidiaries or
other controlled entities, actively recruit any programmer, trainer, or member of a
data processing, customer support or conversion team of the other at any time
when such person is employed or engaged by such party or during the six (6)
months after such employment or engagement ends. This provision will remain
in effect during the term of this Agreement and for a period of one (1) year after
expiration or termination of this Agreement.
7.11 Jurisdiction and Process. In any action relating to this Agreement, (a) each of
the parties irrevocably consents to the exclusive jurisdiction and venue of the
federal and state courts located in the State of California, (b) each of the parties
irrevocably waives the right to trial by jury, (c) each of the parties irrevocably
consents to service of process by first class certified mail, return receipt
requested, postage prepaid, to the address at which the party is to receive notice
in accordance with Section 7.1, and (d) the prevailing party shall be entitled to
recover its reasonable attorney's fees (including, if applicable, charges for in-
house counsel), court costs and other legal expenses from the other party
7.12 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF CALIFORNIA.
-15-
7.13 Piggy Back Clause. Whereas Customer has conducted a competitive
evaluation and has 'concluded such efforts with this negotiated Agreement;
therefore this Agreement may serve as the basis for ether similar Agreements
whereby like entities may contract separately with SunGard.
7.14 Order of Precedence. All reasonable attempts shall be made to impact this
writing and all exhibits and addenda as being consistent with one another. In the
event of a conflict between this Agreement (exclusive of Exhibits) and any of the
Exhibits, the terms of the Agreement shall prevail over the terms of the Exhibits
and addenda, unless the parties agree otherwise in writing.; The parties will use
good faith efforts to resolve any such conflict.
8.0 Special Provision 1. Help Desk Support', Software Update Support and Software
Release Support may continue or be discontinued at the Customer's option from year to
year. Discontinuance of the maintenance agreement shall not nullify or terminate any
other provision of this Agreement and Customer may continue to use the Software even
if support is discontinued.
9.0 Special Prevision Z. SunGard and Advanced Utility Systems have agreed to work
together to provide an interface between SunGard's Accounts Receivable module and
Advanced Utility Systems Utility Billing module. The interface will function in accordance
with the final specifications written by SunGard and agreed to by the consultant and
signed off by the Customer, per the;Formal Modification and Acceptance Process
language found herein in Schedule P
-16-
'
SCHEDULE
TO SOFTWARE LICENSE AGREEMENT
Itemized list of Software and associated Professional Services
1 0^1 + , 1 T E C H SUMMARY PAGE
#jI a SUNG14FtW Company
25 Concurrent User License
Year Pra#esslonal.
Liartse fees $ ppai ; Service iFs Tc 'aals
SunGard application Software 150,120 30,028 180,148
Third Party Software 48,1101 5,7351 53,845
Standard Training,Conversion, &. Task Hours 207,760 207,750
Custom Professional Services 1601,882 1601,882
i-Tech rand Total 1 $198,2301 $35,763 $368,632 $602,625
Applicable Sales Tax $17,101
Maximum Contract Value $619,726
Note: The Maximum Contract Value shown herein does not
include reimbursable travel casts incurred during the
implementation. Such casts are estimated to be $49,125
17-
►,,, T E c H CUSTOM PROFESSIONAL SERVICES
a SUNGARW Company
Account Manager @ SunGard Bl-Tech N/A Fixed Fee 101,010101
Special bleeds Consultin /Set-up 1501 1201 18,010101
Software Installation & Technical Training 138 64 8,832
System revel Setup Training (printers, etc)___ 1501 24 3,60101
Additional Ion lementation Assistance 1501 696 1014,40101
Interface AUSC Utility_Billing to SunGard BI-Tech 1501 401 6,010101
,Anticipated 1' odif cations/Customizations 150 67 101,01501
Total Custom Professional Services 160,882
-18-
;#if 0 r T E C Ii BI-TECH LICENSE FEES,; TRAINING & CONVERSION
25 Concurrent User License License,Support,TrolnIng,&Conversion Fees'> Tro In „Conversion,and Task Hours
P
Trainln Il[
° 51-Tear MODULE PRICING License+ First Year Converslon Clara Hours Class Hours cc�nveralon Task Total'
Modules: Fee Support Fee Subtotal Total Fees l�Iti-Teci� �ll�aerl Waurs Hours Hours
1 General Ledger $24,325 $4,379 $37,950 $66,654 32 117 64 40 253
1 INUCLEUS' 3.475 626 4,800 8,901 0 32 0 0 32
i JAccounts Payable/Encumbrance 6,255 1.126 13,500 20,881 6 28 56 0 90
1 1 Accounts ileceivdbie/Cash 0teceipts 6,255 1,126 3.600 10,981 4 20 0 0 24
1 Bank 0leconciliation 3,475 626 8,400 12,501 0 24 16 16 56
1 Person/Entity Dafabose(Vendor Database) 3,475 626 91300 13,401 6 24 32 1 0 62
1 ,lob/Projeci Led r 11,294 2,033 4,8Ot7 18,127 8 24 0 0 32
1 Bud et Item Detail 5,803 1,€745 2,400 4,248' 0 16 0 0 16
1 Purchasing 9,0010 1,620 5,100 15,720 6 28 0 0 34
1 Fixed Assets 5,664 1,020 2,400 9,0184' 0 16 0 0 16
1 Stores inventory('Warehouse) 11,244 2,033 4,800 18,127 0 32 0 0 32
I Ciick, Drag, Drill(deport Writer) 8,688 1,564 15,600 25,852' 48 56 0 0 104
1 Easy Laser forms(1 AP,3PY,1CR,1ARjP0 Farms 2,606 469 8,400 11,475' 0 0 0 56 56
1 Netslght(Graphical User Interface-includes Insl 14,943 2,690 3,600 21,233 0 24 0 0 24
2 Payroll 15,116 2,721 36,150 53,987 24 157 407 20 241
2 Human Resources 15,116 2,721' 34,450 52,787' 24 109 80 20 233
3 Position Budgeting_ 4,274 769 31600 8,643' 0 24 0 0 24
3 Bid &Quote Management 5,664 1,020 2,4010 9,084 0 16 0 0 16;
3 image Enabler(lCR not Included) 10,0178 1,814 &000 17,892 0 401 0 0 40
Undiscounted Tortola $166,800 $30,028 $207,750 $404,578 158 787 288 152 1,385
10% Special Discount »1000 -.1¢3650
Net Totals $15O,120 $30,0281 $207,7501 $587,895
15-
�► 8 1 T E C H THIRD PARTY SOFTWARE
j#jI a SUNGARW Company
THIRD PA[.TT1C$6FTWAR' List Llcaose �tlscaa nt . License Sup ort ti ers
ORACLE STANDARD EiCaITION
Oracle v8 Personal Edition 5,600 0'Jo 5,600 1,232 35
SQL Plus 495 00/0 495 109 1
Programmer, 4,975 NO 4,975 1,095 5
uer!X development 12er Unix Server 101,000 N/A 10,000 2,200 A
ORACLE and QuerlX TOTAL 21,2ZO 01 21,070 4®635
MICROFOCUS PRODUCTS
MF Cobol Dvl r-1 dvi r, 5 runfirne 2,851 N/A 2,851 Included 6
MF Cobol, IST inlfical bundle of 101 844 N/T 844 included10
MF Cobol, RT add bundles of 10 1,204 N/A 1,204 Included` 20
MICROFOCUS SUBTOTAL 4,899 4,599 Included
UTILITY SOFTWARE
enllnkW-QC BC Driver--Concurrent U 6,250 10`1 5,625 1,000 25
lma e/if�as.net Gra hic Utility625 N/A 625 100 25'
8carcodir for A 811 Systems) 15,245 N/A 15,245 Included unlimited
WRQ-Reflection Sulte Two Workstatio 718 10` 646 NA > 2
UTILtfY SOFTWAR1=SUBTOTAL 22,838 2 ,141 1,1�141f
Total Q Thlyd Poqy Sottware T8:8071 1 48,1101 5,735
-20
SCHEDULE B
TO SOFTWARE LICENSE AGREEMENT
Payment Schedule and Terme
B-1 . PAYMENT SCHEDULE
B4.1. Due upon execution of the Software License Agreement and the delivery of the
Software and reference manuals.
30%of all applicable 81-Tech License Fees $46,036.00
100%of Fixed Fee Services for Account Management 10,000.00
100'' Thin! Party Products
45,110.E
If applicable, 100% of the sales/use tax due on the taxable amount for the entire
Agreement.
B-1..2. Due upon the conclusion of the initial installation visit.
40%of all applicable BI-Tach License F $ x0,048.00
1001A Third Party Maintenance 6,736.00
100% Bi-Tech Maintenance 30,028.
8-1.3. Due upon Inst ilal:IonAcceptanc ApPFGVa4 per Section 3.1
300k of all applicable BI-Tech License F $45;036.00
B-1.4 Due monthly as services are performed.
10010 of Pr0f98$i0n8l Service P (excluding Fixed Fee Services) 358,632.00
B-2. PAYMENT TERMS
B2.1 License Fees. Customer shall pay to SunGard license fees in the amount
stated in Schedule A, in accordance with the Payment Schedule and Terms
stated herein.
B-2.2 Annual Support Fees. inning at Installation Acceptance per Section 3.2,
Customer shall pay to SunGard annual support fees in the amount ;Mated on
Schedule A (which fees shall not be reduced or increased based on the:extent of
use or lack of use of any module) as increased from year to year as follows: All
support fees will be subject to increase annually in accordance with the
increases in the percentage of the San Francisco Regional Office CPI
Adjustment published" by the U.S. Department of Labor and Statistics with
calendar year 1999 as the timeline plus two percent (21%). The Customer has
the option to continue such maintenanceor to end such maintenance at the end'
of each annual maintenance period.
-21-
B-2.3 rof io al Services. Professional Services will be provided to the Customer
in accordance with the Professional Services Addendum to this:Agreement,
B-2.4 additional Concurrent Users. If Customer elects to increase the number of
Concurrent Users of the Software, thea Customer shall pay to SunGard the then
current rates in effect for such additional Software use.
B-2.5 Taxes. The fees and other amounts payable by Customer to SunGard under
this Agreement do not include any taxes of any jurisdiction that may be assessed
or imposed upon the copies of the Software and documentation delivered to
Customer, the license granted under this Agreement or the services provided
under this Agreement, or otherwise assessed or imposed in connection with the
transactions contemplated by this Agreement, including sales, use, excise, value
added, personal property, export, import and withholding taxes, excluding only
taxes based upon SunGard's net income. Customer shall directly pay any such
takes assessed against it and Customer shall promptly reimburse SunGard for
any such taxes payable or collectable by SunGard.
B-2.£ Amounts Dee. Initial payments under this Agreement are due as per this
Schedule B Section B-1. Future annual maintenance fees shrill be invoiced by
SunGard annually in advance. All other fees and all expense reimbursements
shall be invoiced by SunGard as and when incurred. Customer's payments shall
be due within thirty (30) days after receipt of invoice..- Except as provided in
Section 4.2.3 and Section 4.11, all fees and other amounts paid by Customer
under this Agreement are non-refundable, including license fees paid for third
party products:,
-22-
SCHEDULE C
TO SOFTWARE LICENSE AGREEMENT
Scope of Software Use, Limitations, and Notices
+C-1. LIMITED CONCURRENT USERS
Software use is limited by the number of Concurrent Users named in Schedule A and
defined in Section 1, as amended from time to time.
C-2. LIMITED TO CUSTOMER'S OWN USE
The Software licensed under this Agreement is for use by the Customer on the
Customer's computers for its own internal processing. Customer shall not use the
Software to conduct any type of service bureau or time-sharing operation or to provide
remote processing, network processing, network telecommunications or similar services to
any person,whether on a fee basis or otherwise.
C-3. NOTICES ANCA CERTIFICATIONS
Customer`.shall promptly complete;and return to SunGard periodic certifications which
SunGard, in its sole discretion, may from time to time send to Customer, certifying that
Customer has complied and is then in compliance with the Software Use Limitations of
this,Agreement. Customer shall give written notice to SunGard (and pay added trier
fees as applicable) if Customer exceeds the authorized number of Concurrent Users.
(a) SunGard:may, at its expense and by giving reasonable advance written notice to
Customer, enter Customer locations during normal business hours and audit the
number of Concurrent Users of the Software, and other information pertaining to Customer's compliance with the provisions of Section 2 and Section 5 and this
Schedule C. If SunGard discovers that there is an unauthorized number of
Concurrent Users. or that Customer is not in compliance with the provisions of
Sections 2 and 5 and Schedule C in any material respect, then Customer shall
reimburse SunGard for the expenses incurred by SunGard in conducting the
audit.
(b) If the Customer violates the terms of Section 2 or Section 5 or this Schedule C,
SunGard shall have the right, in addition to any other remedies available to them,
to injunctive relief enjoining use of the Software and termination of this
Agreement:
- -
SCHEDULE:D
TO SOFTWARE LICENSE AGREEMENT
Software Acceptance Test Procedures
A software acceptance test shall be conducted as soon as the software configuration and data
are in place to support the test. The elements of the Test are identified in this Schedule D.
Only the items in Italics on this Schedule D constitute the test. Data to be used for the test is
data converted by SunGard, or for modules not planned for programmatic conversion, data
entered by Customer. If Customer has not entered sufficient data to allow a timely test,
SunGard and Customer may mutually agree to enter sample data as necessary to complete the
test. The software test shall be deemed completed once the Software has been accepted
subject to the procedures stated below.
Acceptance of the Software Test.
SunGard shall give written notice to Customer certifying that the Software Acceptance Test i
completed. Customer shall be deemed to have accepted the Software thirty (30) days after
receiving un ard's notice, unless, during that period, the Software fails to perform in
accordance with the Documentation in some material respect that'precludes acceptance of the
Software by Customer, and, by the end of that thirty (30) day period, Customer gives written
notice of non-acceptance to SunGard describing the material failure in reasonable detail and
explaining why the failure precludes acceptance of the Software by Customer. If Customer
gives a proper notice of non-acceptance to SunGard, then:-
1) SunGard shall investigate the reported failure. Customer shall provide to SunGard
reasonably detailed documentation and explanation, together with underlying data,
to substantiate the failure and to assist SunGard in its efforts to diagnose, reproduce
and if necessary correct the failure.
2) ,If there was no material failure to perform or the failure to perform was not
attributable to a defect in the Software or an act or omission of SunGard, then
SunGard shall give written notice to Customer explaining its determination in
reasonable detail, and Customer shall be deemed to have accepted the Software as
of the date of SunGard's notice. In the event SunGard determines, that the reported'
error did not, in fact, exist or was not attributable to a defect in the Software or an act
or omission of SunGard, then Customer shall pay for SunGardas investigation and
related services at the then current professional service rates in effect.
DefUnitkon-0.1erTng
In addition to the terms defined below, uniquely named reports are referenced herein and the
definition of each` report shall be the standard format of the report. There are also many
software screen names mentioned and the definition of each screen name shall be that screen
as it presently exists.
BID. Budget Item Detail
CAsLC. Calculation: most often used to reference a calculation code.
GL. General Ledger
-24-
GLIQ. General Ledger inquiry
AP. Accounts Payable
AR. Accounts Receivable
ARIQ. Accounts Receivable Inquiry
ARMY, Accounts Receivable Mufti-View
CDD. Click Drag and Drill Report Writer
EN. Encumbrance
FACODES. Software configuration codes for Fixed Assets
ID. Identification
Mask. The string of two character codes that represents a software function
PE or PEID. Person-Entity database which includes vendors and vendor product data
PO. Purchase Order
PR. Purchase Requisition
SI. Stores Inventory
The titles and categories listed below are provided for convenience and organization only, and
do not constitute any part of the Software Acceptance Test. The items italicized below and
which have a"bullet" in front comprise the actual test.
A. HUMAN RESOURCES
Demonstrate the following requirements:
1. Applicant Tracking
a. Ability to track applicants through the recruiting process by
(1) Applications received
Enter application information into APPLMSTR. Verify record still
exists in browse mode.
(2) Multiple testing
•Enter testing information into HURDAL T, APPL TES T, or
HURDLE Verify record still exists in browse mode.
(3) Applicants tested (written, practical, and/or oral, etc.)
Enter application information into APPLMSTR. Verify record still
exists in browse mode.
(4) Applicants passed/failed (written, practical, and/or oral, etc.)
- Indicate test is passed by using a I for passed and 0 for not
passed on HURDAL T and HURDLE.
(5) Applicants on eligibility list
• Create eligibility list on REQPS T screen. Associate applicants
with eligibility list on PFJ STAPPL.
(6) Applicants medically examined
- Create hurdle for medical examination or use APPLCHEM to
track results. I on hurdle screen represents passed medical
(7) Applicants medical exam passed/failed
- Create hurdle for medical examination or use A PPLCHEM to
track results. I on hurdle screen represents passed medical.
-25:.
(8) Date of medical exam
• Enter date of medical exam on APPLCHEM. Verify record exists
in browse mode.
(9) Provider of medical exam
0 Enter provider of exam in contact person field on APPLCHEM.
0)Top applicant(s) selected
- View most qualified applicants on REQPST for an entered
requisition.
1) Status of selected applicants (i.e., background checks, budget
constraints)
- Define applicant status on APPLMSTR.
(12)Applicant hired and automatically set up as an employee in the
system
• Hire most qualified applicant on POSTAPPL. Verify created
EMPMSTR entry.
(13)Applicants not selected remain on file for future consideration
Hire applicant on POSTAPPL. Verify, after entering hire date
and hire code, EMPMSTR record is created.
(14)Referral source
• Enter referral source for applicant on POSTAPPL,
(1 5) Veterans status
• Enter veteran status on APPLMSTR.
(16)Safety sensitive positions
- Flag safety sensitive positions as such on PCNTBLE
b. Ability to tabulate and analyze test results (i.e., adverse impact, etc.)
View most qualified applicants on REQPST based on previously
established minimum criteria for that requisition.
c. Provide statistics (number and percent) of applicants
View filled and vacant positions on REQPST. Field 'filled'will indicate
number of positions filled per requisitions
(1) Sex
Using F3 select, then entering desired information for a count,
then pressing F2 the system will return a total count of that data
element.
(2) Ethnicity
Using F3 select, then entering desired information for a count,
then pressing F2 the system will return a total count of that data
element.
d. Ability to track filled and vacant positions
- View filled positions on REQPST.
e. Ability to generate recruitment features such as:
(1) Opening and closing a position for recruitment
- Open position for recruitment by entering approval code and
date on REQPST.
-26-
( ) Preparing applicant notification list
• Define letter sent code on POSTAPPL. This can be used for
user definer!CDC reports to notify applicants.>
f Ability to generate appropriate letters upon applicant disposition and
relate to mailing list for distribution via the system
Define letter sent code on POSTAPPL. This can be used for user
defined CDD reports to notify applicants:
g. Ability to purge applicants information two years after the position
closing date
• Using'dbacuess delete all applicants from POSTAPPL screen fused
on end date for pasting on REQPST or demonstrate new NRDELETE
utility,
h. Ability to track eligible applicants by job classification and/or applicant
name
• F3 select on applicants on any screen using applicant type andlor
name.,
2. Position Control
a. Position Control Table.
(1) Position number
• Enter position number on PCNTBLE.
(2) Position classification code
Enter class in position type on PCNTSLE:
(3) Position title
,Enter position title in PCNTB'LE
(4) Incumbent employee name and number
*
View employees in position on,PCNTBLE field Show All
Employees with Positions
( ) Position filled date
• Enter position tilled date on EMPPAY pay begin date.
( ) Position authorized date
Enter authorized elate can PCNTBLE, ;board approval date
( ) Position bargaining unit
• Enter bargaining unit on PONT LE '.
(8) Position organization unit/classification
• Enter position type on PCNTBLE
(9) Name of incumbents
View employees in position on PCNT LE field= 'Show All
Employees with Positions
(10) Description of position changes
• Enter reason code for position:changes on EMPPA'
(11) Position history
View budgetary position changes on;PCRE FTE View
incumbents holding position in EMPPAY.
(12)Cather user defined fields
Enter rise fields on PC ITBLE .
-27-
3. Insurance Billing.
a. Ability to maintain insurance codes and premium amounts by employee
• Enter benefit plans and premium amounts in BENTBL
b. Ability to group employees by type of coverage
•,
In BENEIN O, select on all employees in a certain plana
c, Ability to track employee by class
• In BENEINFO, view employees by type and/or status.
d. Ability to maintain rues for each provider.
• Enter all applicable rates for e given user detlned plant in
BENETBLE;
e. Ability to automatically calculate employee life insurance and health;
Insurance deductions and other deductions
• user derined deductions set up as a calc code
4 Online Inquiries-Section M 4, . ..
a. Ability to calculate the effects (What If") on salary of various dollar or percent
increases/decreases by employee or job/range classification and performance,
bargaining unit, etc:
• Perform various 'what if calculations on an imported model in the
position budgeting module.-
5. Reports-Section 1
1. Employee baster List
• Load and run>CDD reeport'"EMPMSTR�.BSI-"
. Dumber of Employees by Position
• Load and run CDD report WR PCN EMP Br
• Maintain detail recap and summary reports for EEO reporting for
the number of employees within departments,,lob grouping, etc.
and analysis by applicant, hires, terminations, promotions, etc.
3. COBRA lettere
• Load and runCDD report "GC B', —LETTER"
a, Generate employee benefit statements
• Load and run report"BENEFIT_CHANGE"`
B. PAYROLL
1 Establish Employee blaster File
• Establish ee master rile on EMPMSTR'.,
. Identify'Compensatioon/Fringe Benefit Packages
. Salary/date Table
• Enter salary rate for employee on EMPPAY based on salary table
created on SLRYTBLE`.
b, PERS
Enter PERS information on RETIRECA screen:
(1) Group Benefits
• Enter group benefit information on BENEMSTR(Packages of Benefits).
( ) Online Electronic Timesheets
Enter time for employees online via mask PYT DTU .
( ) Calculate Bi-Weekly Payroll
# Calculate Payroll"via mask PYPAFC.
(4) Labor Distribution to General Ledger/Grant/Project
• Distribute to GL via mask PYPADP.
(5) Process Non-Payroll Information
• Enter ren payroll information in TDHREM
(5) Print Checks can Demand
Run a farce calc on 3 employees. Thea run check maintenance
PYPACM to print a check "cin demand'
(7) Multiple Salary and Elate Table
Create multiple salary and rate tables in SRYTBLE.
(8) Integrated with Human Resources
• Enter data in any of screens in TDHRPY Verify record successfully
updates payroll screens.
(9) Direct Deposit
• Set up direct deposit in UIRDEP for employee. Run payroll to create<
AMCHA standard file for transmission to bank.
(10) Online Inquiries
View employee payroll history on PYUPPH. View employee
assignment information on TDHRPY
(11) ;security
# Payroll andlor HR security is entered in NUUPUS and TDUS.
(1 2) Check Register
• View check register when running PYPADP.
(1 3) PEI
Run PERS reports and perform various other PERS tasks via menu
mask PYPARRCaA..
(14) Fringe Benefits
• View all employees associated with a particular benefit CCMin
contribution register.:
(15) Labor Distribution
• View labor distribution information on distribution register".
(15) Paycheck
Print checks when running PY°PAUP
(17) Vel- 's
# Perform various VW set up functions and produce forms4le via mask
PYW2 .
C. GENERAL LEDGER
1„ Establish Chart of Accounts
a. Organization
ation
• Demonstrate a Chart of Accounts organization which includes
Organization Keys, Key Parts, Object Codes, and Object coda groups
by running Standard Reports GLR FLKY,, GLREFLPT, GLREFLOB,
and GLREFLOG.
. Journal Entries
a. General Journal Entries
Post a debiticredit balanced Joumal Entry batch to the General Ledger.
b. Postings to/from other integrated/interfaced applications
• Post a debiticred t balanced Journal Entre batch to the General Ledger.
Integrated1nterfaced applications is interpreted to mean the offset
postings of interfund balancing entries to control accounts.
3. Online Inquiries
• Faun GLIA mash
. deports
a. General Ledger
Run report named GL RESR01
b. Trial Balance
• Run report named GLRE 'R02
c. Balance Sheet
• Run Standard Report GLRESR06
D. PROJECT ACCOUNTING
1. Establish Chart of Accounts
Create two Projects through Project Allocation, which creates the GL/JL
Account structure. (One small Capital improvement Project and one ether
departmental small project) The integration with the General Ledger is part
of the above process. Create three test vendors with Product detail to be
used for the entry of project transactions. The Purchasing and Accounts
Payable subsystems will be used to create three sets of hatch detail to
each project: Two of the Purchasing batches would be extracted to the
Accounts Payable and authorized for payment.,
. Multiple period budgets
• Set up two budgets with different date criteria per Project. Verify that the
entries have been recorded and are available for comparison against
encumbrance and actuals by using the Ad floc Budget to Actual report.
. Online Inquires
• 'Verify that project activity entered in Item # I can be accessed by the use
of the GLRE. R11 Budget Officer, and Detail Trial Balance GLRE 'R0
standard repeat printed to screen
4. Journal Entries
a. {general Journal Entries:
Enter two sample journal entries for transfer of transactions within the
-30-
account structure. Establish the account structure to allow for
department charge backs within the system. Test two department
transfers.
bPosting to and from integrated/interfaced applications:
- Process three transactions for the interface with the PO subsystem as
driven by the Contract Management subsystem. Product ID detail and
association codes testing from the entry of the three test vendors
established in step 1. Payroll needs to include Project#in pay string or
time card Security NucleuslTriad two test User Classes to be setup
verifying the restrictions of entry into screens and the account structure.
5. Reports:
a. General Ledger
* Run the report GLRRESR001
T
b. rail Balance
- Run the report GLRESR02
c. Balance Sheet
* Run the report GLIQBA, GLIQBQ, and CDD
d. Revenue & Expenditures
- Run Ad Hoc Budget to Actuals report
e. Budgetary
* Run Ad Hoc Budget to Actuals report
E. ACCOUNTS RECEIVABLEICASH RECEIPTS
1. Invoicing
Demonstrate the creation of an invoice, run a batch proof, and distribute
the batch.
2. Online Inquiries
• Using ARIQ and ARMV, illustrate an online inquiry of transaction details
for a particular customer.
3. Reports
a. Statement of Charges
- Print a billing statement for a particular customer.
b. Invoices
- Print an Invoice for a customer with AR transactions.
c. Other defined transaction reports
- Load and Run "AR Aging Report"
F. PURCHASING
1. Requisitions/Purchase Orders
• Create a Purchase Request with a security code, item one flagged as a
fixed asset "automatically) and item two with an inventory product.
• Create 3 vendor records in the Person Entity Database and run a report to
show their existence.
2. Required Approvals
• Run the standard Awaiting,Approval report using POREAP(see attached)..
• Access the on•-line approval queue and approve the Request
3. Interface with Encumbrance/Accounts Payable/Fixed Assets/inventory
0 Print PO and access Receiving to display interface to EN FA tag number
and Inventory warehouse
• Use the PO Status inquiry for the PR to shrew fixers asset flag, inventory
product and encumbrance interface.
0 Use PO Status Inquiry to display a PO with payment information to show
AP interface.
4. Online Inquiries
• Run the on-line PO Inquiry program to back up Approval Hierarchies
• See item 3 for additional Inquiry option
. Reports
a. Approvals
Pont standard report for PR's awaiting any approval us/ng PGREAP
(see attached)
b.. Receiving'
Run the standard PL`s receiving report for all PO's with receiving in the
last month using PORERR(see attached)
c. Requisition/Purchase Orders
• Print Worksheet for PR information using POPW(see attached)
Print Purchase Order using POPO (see attached)
d, Item Listings
• Print standard PO Item listing for one PO using PORELI(sae attached,)
e. Other defined transaction reports
• Run standard PO Flick Drag and,brill report, POITEM ,BT
G. ENCUMBRANCE ACCOUNTING
1. Interface with Purchase Order/Accounts Payable/General Ledger
• Run standard Gl. budget to actual CDD report;to drill down to PFJ
encumbrance and AP payment(see attached)
. Online Inquiries
Access on line Interactive EN Inquiry to display P ? transaction details.
3. Account, Budget and Vendor Validation
Create a Purchase bequest using an invalid Vendor, perforin an Account
lookup, ,select an over budget account then correct all items
4.. Reports
a. Purchase Order/Encumbrance
• Run,standard EN CDD report with Ptd ddl drawn
b. Aging-
. Access EN Inquiry to pn'nt Aging by PO number
d. Detail/Summary
-32'-
• Print standard EN Transaction detail report using;PORETB
• Print standard EN Summary report using POREP S
e. (general Ledger with Encumbrances
• Run standard GL including ESV CDD report with drill down to EI
f. Other defined transaction reports
• Run standard EN CDD report
H. ACCOUNTS PAYABLE/CHECK MANAGEMENT
1. Interface with Purchase Order/Encumbrance/General Ledger
Will create an Open Hold batch and use Ptd extraction to show interface
with PO, EN and CL_
2. Online Inquires
Will use standard Open Hold on-lime Inquiry to list summary of unpaid
invoices
. Vendor History
Is Will run standard AP Transaction TCDD report with vendor payment history
4. Multiple Bank Accounts
* Run Common Code CDD report listing all Check ID's (bank accounts)
. Manual Checks
Run CK on-line Inquiry displaying various check types(Machine Written
vs. Hand Written)
6. Support Bank Reconciliation
* Will create a Cancelled Check batch to flag checks cleared by the bank.
. Reports
a. Checks
• See sample check produced by the system
b. 1099's
• Run standard AP 1099 report using APOHRECC
c. Summar/Detail
• Run standard CDD Open Hold Summary report
• Run standard CLT Open Hold Transaction Detail report
d. Aging
• Run standard CDD Open Hold Aging report
e. Check Register
Run standard CK Consolidated Check Register report rising CKRECR
f. Bank Reconciliation
Print a CK ConsolidatedCheck register for cancelled checks using,
CKRE R
9, Other defined transaction reports
• Print standard AP CDD Inquiry and drill down to payment
- -
is FIXED ASSETS
1, Establish Fixed Asset Master Record
a. Asset ID
* Manually generate a Fixed Asset ID.
b. Acquisition Dates
- Input the acquisition date of the fixed asset
c. Book Value
- Manually enter the book value of the asset.
d. Original Cost
- Manually enter the purchase price of the asset
e. Classification Codes
- Create a Primary Class in FACODES,
f. Insurance Codes
- Idenfffy the Insurance Carrier type as P for Pfimary, or S'for Secondary.
g. Location Codes
- Create a Location Code in FACODES.
h. Deletion Dates
• Dispose of the asset using the Fixed Asset Disposal Screen, then view
transaction details for that particular asset to view the date that it was
disposed.
i. Replacement cost
- Enter the Replacement Cost of the asset.
j. Other defined information
- Create a Secondary Class in FA CODES.
2. Calculate Depreciation
• Assign Straight Line Depreciation to a fixed asset, setup a selection
template, and then distribute depreciation.
3. Interface Wth Purchase General Ledger/Purchasing/Accounts Payable
Flag the fixed asset fold on a purchase order, receive the asset in PO
Receiving, pay the asset in accounts payable using PO extraction, show
the FAAPPO screen to view the purchasing and accounts payable
information:
4. Reports
a. Additions
- Load and run CDD Report "Fixed As Transaction Information"
b, Deletions
- Load and run CDD Report "Fixed Asset-Disposal Information
c. Detail/Summary by Department
* Load and run CDD Report "Fixed Asset Information by Department"
d. Detail/Summary by Classification
- Load and run CDD Report "General Fixed Assets by Class"
e. Other defined transaction reports
Load and run CDD Report "Fixed Assets -Identilication Information"
-34-
J. INVENTORY
1. Interface with Purchase General Ledger/Purchasing/Accounts Payable
• Access PO Status Inquiry to display Inventory Product reference on PO>
Derr►and interface with GL account and AP payments
• Run SI Standard Transaction report shoring GL, Ptd details
. Receiving
• Show PO Receiving screen to display Inventory Product and
warehouse:interface
2. Pricing Calculation'
• Access-SI Inventory screen to display FIFO, LIFO and AVG pricing per
product'
3. Tickets
• Run print pick ticket process using SI EPK
4. Online Inquiries
• Access St on-line Inquiry to display order items
5. Reports
a. Tickets=
• Run print pick ticket process using SIOEPF
,Run print packing slip process using SIOEPS
b. Product Activity
Print standard SI Product Activity report using SIRESRPA
c. Inventory Item
Print standard SI Product Catalog using SiRESRP
d. Transaction
Print standard Sl Transaction report using SIREP'LTR
e. Other defined
• Run standard Sl Backorder report using SIRESRBK
K. BUDGETING
1. Identify Budget Levels
•
Demonstrate that budget checking(block or wam) occurs at the object
code level:
2. Multiple Versions of Budgets
a. Demonstrate the existence of a location to hold 10 budget versions by
running GLUPGN screen,5.
3. General Ledger/Grant/Project
Run GLIQBA and GLIQBU by ledger, key and object.
. Budgetary Detail
a. Text
b. Positions
-35
c, Capital Outlay
d, Miscellaneous
Demonstrate the ability to create text and budgets in the existing
Positions, Equipment and Miscellaneous screens in Budget Item Detail.
Demonstrate the BID/GL interface to past budgets to the desired
General Ledger budget version.
6. Interface with General Ledger/Grant/Project
Demonstrate Budgeting's interface with General Ledger and Project
Ledger by setting BlocklWam flags on, and showing that users cannot
create and past an over-budget Journal Entry without proper authorization;
6. Online Inquiries
• Run standard online inquiries GLIQBA and GLIQBU..
7. Security
• Demonstrate restricted timeline access to budgets on GLUPGN screen b:
Limit access to budget versions through Nucleus User Secuaf+y—NUUPUS.
Demonstrate security in GLBUUP by attempting to create illegal budgets.
8m Reports
a. Run standard budget reports:`
- CDD-Budget to Actual with (or with rout) Encumbrances, GLRESRI 1
GLRESRI9 GLIQBU and GLJQBA.
L. CLICK, DRAG AND DRILL REPORT WRITER
1. Identify Special Reports
a,. Final Budget Document
Run CDD report"CLBLIDACT BT}' with drill down to CID reports
"GLTRNS BT', "ENTRANS BT", and "ENTRANS2
M. CAFR REPORTS
I. Run a Combined Balance sheet Report.
2. Run a Combined Statement of Revenues, Expenditures and Changes in Fund
Balances Report.
3. Maintain detail recap and summary reports for EEO reporting for the number of
employees within departments, job grouping, etc. and analysis by applicant, hires;
terminations;promotions, etc:
-36
SCHEDULE E
TO SOFTWARE LICENSE AGREEMENT
Help Desk and Software Release Support
E-1. HELP DESK SUPPORT
E-1.1 Help Desk Support. SunGard shall provide to Customer, from 5a.m. to
p.m. PST, Monday through Friday (SunGard Holidays excepted),
telephone assistance regarding Customer's proper and authorized use
of the Software. Customer agrees to attempt to locate information
provided in Documentation prior to use of telephone assistance. Non
Software assistance calls (e.g. calls for assistance with hardware,
operating systems, database management systems, networks, printer
configuration, etc.) are outside the scope of this support agreement„
however non Software assistance is available at the then current hourly
professional service rate in effect.
E-1.2 Other Resolution Support. In addition to Hale Desk Support, SunGard
shall provide self service-based issue resolution, and e-mail supported
issue resolution. For all issue resolution'methods, SunGard shall provide
to Customer, during SunGard's normal business hours, commercially
reasonable efforts in solving problems that arise in connection with
Customer's proper and authorized use of the Software in accordance with
the Documentation. Customer shall provide to SunGard reasonably
detailed documentation and explanation, together with underlying data,to
substantiate any such problem or failure and to assist SunGard in its
efforts to diagnose, reproduce and correct the problem or failure. These
Issue Resolution Support services shall be provided remotely by
SunGard.
E-2. SOFTWARE UPDATE AND RELEASE SUPPORT
Software Updates: So long as Customer remains on annual support (Schedule B, item
B-2.2), SunGard shall provide to the Customer Software Updates for server based
Software via Hassle Free SupportTM. Hassle Free Support (HT'S) is the Software Update
method employed by SunGard for server based software. HFS means that SunGard will
log-on to Customer's designated Unix server system, with authorization from Customer,
and load the Unix server-based Software Update into a single account for the Customer.
HFS is strictly Internet delivered therefore, the exchange of magnetic/optical media for
server-based Software Updates is not available. For P+ -client.. Software Updates, media
will be sent to Customer to update the PC-client Software, including Customer loading
instructions for all PC-client Software. All Updates shall be accompanied by updates to
the Documentation whenever SunGard determines, in its sole discretion, that such
updates are necessary.
Software Releases: So long as Customer remains on annual support as described in
Schedule B, item B-2.2.1, SunGard shall provide to the Customer Software Releases
without additional chane. This Software; Release support includes the release of all
new versions and Software re-writes for those modules licensed herein, including
versions which may become available for new software or hardware architectures.
- 7-
With respect to Software Updates and Releases, the following provisions apply:
E-2.1 From time to time new optional features may be available in the Software
as a result of a Software Update or Release. In some instances the
optional new feature may require the use of third party software or
hardware. Customer shall have the option to purchase or not to purchase
such third party products to effect such new features.
E-2.2 The Customer agrees to maintain, for the duration of this Agreement, an
Internet connection (consisting of FTP and TELL allowing SunGard
access to Customer's server system) and Microsoft Netmeeting (free
from Microsoft) to facilitate Software Releases and remote support. If an
internet connection cannot be provided the Customer must provide a
minimum of a 56.6k modem until such time as an internet connection can
be established.
E-2.3 SunGard shall provide Customer with such modifications to the Software
as SunGard deems necessary to maintain the compatibility of the
Software with new releases of the operating system under which the
Software is licensed.
E-2.4 This Agreement specifically does not include any modifications to the
Software. Any modifications not made by SunGard or made by SunGard
upon the specific instruction and specification of Customer, and the
results caused thereby to the Software shall be the sole responsibility of
the Customer.
E-2.6 For the term of this Agreement, SunGard shall provide Customer, on a
timely basis, with Software Releases necessary for the System to
continue to accomplish its principal computing functions and including
Software Releases reflecting improvements made to the Software by
SunGard.
E-2.6 SunGard will use commercially reasonable efforts to provide Software
Releases to cause the Software to continue to conform to GASB and
GAAP requirements, and to maintain accurate Federal and State payroll
tax tables and their related calculation processes. In the event that
original programming is required to meet any other mandated Software
change (including State, Federal, or Local mandated changes), the
development costs will be borne by all Customers who utilize that
Software change.
-38-
SCHEDULE F
TO SOFTWARE LICENSE AGREEMENT
Formal Modification and Acceptance Process
The following' steps are meant_ to outline the actions which must occur whenever
Software Modifications are proposed:'
Stage One-Specifications Written by the Customer.
When any Modification to the Software is requested, great care should be taken to
document exactly hover the Software would operate with the requested Modification. The
specification should include the following:
A purpose statement which defines the need for the Modification and clearly
describes why the Modification is required and how this feature will be used by
the Customer.
A clear definition of the Integration to and from ether areas of IFAS and any
interfaces with external systems that may be desired.
A description of any variables or required points of flexibility that must be defined'
into the Modification
If any calculations are to be a part of the Modification, the specification must
include the logic which should be used to derive calculated values. This portion
of the specification should include several examples.
A discussion of any special circumstances or various business rules that many
apply.
A.description of any checks or edits that maybe necessary.
A-description of the desired cosmetic presentation
Any graphical exhibits that will aid SunGard in the creation of the Modification;
If'magnetic media is to be produced, file layouts with detailed field descriptions
most be provided.
The specification should be signed by the Customer to indicate that the
Modification does represent complete requirements for the Modification and that
the Customer will accept the Software Modification if delivered according to the
specification..
The specification should only be>written after a conference call with a SunGard
analyst,so that the Modification can be written is such a way that the existing
Software design is taken into account: Where the creation of the specification
requires considerable SunGard assistance, SunGard will bill for specification
development on an Dourly basis.
- -
Stage Two—Bidding Process
Upon receiving the detailed written specification SunGard will offer a bid to
complete the Modification.
The bid is sent to the Client who must approve the bid by signature for the
Modification before any work can be done,
Upon Customer approval, the bid is assigned a task number at SunGard and an
estimated time for delivery of the Modification will be given.
Stage Thre"pecification Review
A conference call will be initiated by SunGard to discuss the specification, The
Customer must ensure that the people at the Customer site who are
knowledgeable about the Modification requirements participate.
Any changes or additions to the specification that are discussed verbally which
are intended to be part of the Modification should be sent to SunGard as an
amendment to the specification. Such amendments to the specification must
also be signed by the Customer as described in Stage One item 1.
Modification amendments will likely affect the bid amount, SunGard will
therefore produce and updated bid after receiving the Modification amendment,
Stage Four—Programming
SunGard programmers will complete the Modification as specified. If questions
arise during the programming stage the Customer must submit amendments to
the original specification in writing with signature. Note item III-C above.
Stage Five—Quality Assurance
When the programmer has completed the Modification according to the written
specifications and any amendments, the program Modification and the
specifications shall be delivered to SunGard's Quality Assurance Division where
module and integration testing shall occur. This level of testing is alpha testing.
Stage Six—Modification Delivery
When the Modification passes quality assurance testing within SunGard, it will
be delivered by electronic means to the Customer. The Customer shall
acknowledge delivery of the Modification in writing.
-40-
Stage Seven-Acceptance
The Client shall have 00 daysto complete beta testing to validate that the
Modification does operate as specified.
SunGard will accept written requests for changes during the 30 day beta test`
period that are necessary to cause the Modification to operate as described in
the original specification.
Additional Modifications outside the scope of the original specification, which
may be requested, shall go through this Formal Modification and Acceptance
Process and shall not be considered deliverable as part of the original
specification.
,Acceptance of the Modification shall be when 30 days have passed since the
delivery of the Modification, or when 30 days have passed since the latest
delivery of updates to the Modification which mare the Modification operate a
originally specified. Cosmetic preferences of the Customer or functionality
beyond the original specification (with amendments) shall not delay acceptance
of the Modification:
-41-
PROFESSIONAL SERVICES ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
FOR:
CITY OF REDLANDS,CALIFORNIA
This Addendum amends Section R-2,3of the Software License Agreement ("A emenf)dated dune 20,
000 by and between Sunt ("SunGard) and the City of Redlands, California C°`Customer") in
consideration of their mutual promises and subject to its Terns and Conditions as follows:
WHEREAS,the Customer desires to obtain certain services from SunGard; and
WHEREAS, SunGard desires to provide such services to the Customer on the terms set forth
below;
FOR.AND IN CONSIDERATION OF the premises and mutual agreements herein, SunGard and
the Customer agree as follows:
1. SOFTWARE SERVICES AND TRAINING
1.1; Scope. SunGard and its subcontractors will provide all of the Services under the terms and
conditions of this Agreement. The intent of this Agreement is for the Services to be completed in
all detail in the Statement of Work which is attached to the Agreement as Exhibit A. Except as
otherwise explicitly stated in this Agreement, SunGard will furnish all labor, materials,
equipment, products, tools, transportation, and, supplies required to complete the Services.
SunGard will provide services to Customer as required in the Agreement. Any additional
Services will be mutually agreed to in writing by the parties.
1. ' Change Orders. The Customer and. SunGard may, from time to time, agree in writing upon
Change Orders to change particular aspects of the Statement of Work. With respect to proposed
Change Orders that do not materially impact the scope of either party's work effort required under
this Agreement, the parties will cooperate in goad faith to agree upon: such Change Orders and
will not unreasonably withhold approval of such Change Orders that are proposed by the other
pay. if either party causes or requests a change that materially impacts the scope of the parties'
work effort required under this Agreement, such as changes in the allocation of Customer and
SunGard's resources applied to a task,changes in completion schedules for individual tasks or for
overall implementation, and changes in staffing that require a party to provide additional, work
hours,the other party may propose a.Change Order to cover the additional work effort required of
it. Approval of such a Change order will not be unreasonably withheld, and any disputes;
regarding Change Orders shall be handled pursuant to applicable dispute resolution section
contained`herein,
1.3 Applications Software and Hardware Acquisition. All Hardware will be supplied by the
Customer,except Software as specifically otherwise stated in the Statement of Work.
1,4 The Customer's Preparation and Effort. The Customer will prepare the installation site and
will provide such of its information and data as is reasonably necessary to enable SunGard to
perform its obligations. The Customer will perform such other deities and tasks as may be
specifically identified as the Customer's obligations in the Statement of 'Work, including
providing personnel who are appropriately skilled and trained to complete the tasks that are
specified as the Customer's obligations in the Statement of Work. Any delays caused by defects
or delays by the Customer's failure to meet its obligations as set forth in the Statement of Work,
will entitle SunGard to an equitable adjustment under this Agreement,which may include without
PROFESSIONAL SERVICES ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
FOR
CITE'OF REDLANDS,CALIFORNIA
limitationschedule relief and reimbursement of additional costs incurred—provided SunGard will
make reasonable effort to mitigate the impact of such delays.
1.5 Computer Access. SunGard will be given access to the Customer's computer systems as needed
to,perform the Services. SunGard will utilize the Customer's computer system only as needed in
performance of the Services and will otherwise protect Customer's Confidential Information.
1.6 Other Accommodations. In addition to any particular items which may be specified in this
Agreement,the Customer will supply on-sine SunGard personnel with suitable office space, office
furniture,- storage, and other normal office equipment support, work stations with desktop
software,:adequate computer resources (including necessary third party rights to use software),
clerical support, telephone and facsimile service, postage, copying, and general office supplies
which may be necessary in connection with SunGard's performance of the Services while onsite.
1.7 The Customer's Property. lythe Customer supplies any item for SunGard's use,no title to such
item will pass to SunGard. All such items not consumed in the performance of the Services will
be returned to the Customer upon termination of the Agreement or upon request. SunGard will
use items supplied, and its access to the Customer's property, including confidential property,
computers and ether facilities,;with the same degree of care as it does with its own similar items,
but in no event less than reasonable care. Except as stand in this Section 1, no bailment will be
created and no interest or obligation will be conferred upon SunGard regarding the Customer's
property,beyond the limited right to use such property in fintherance of this Agreement. All such
property, regardless of its physical location or use; will be deemed to be in the care, custody and
control of the Customer. Neither SunGard nor any third parties/subcontractors of SunGard will
make use of any information stored on Customer computerized and non-computerized records,
whether or not such information constitutes Confidential,Information, except only as required in.
connection with its performance of the Services. SunGard will specifically require all third
parties/subcontractors retained or chosen by it to agree in writing to abide by this section and all
others regarding protection of Confidential Information of Customer (see Section 1. (b) of the
Software License Agreement), and provide same to Customer before execution of this
Agreement. SunGard agrees to be fully responsible for these third parties/subcontractors for their
actions in any way related to this Agreement,
1.5Time. SunGard will perforin.the Services according to the schedule set forth in the Statement of
Work. In agreeing to such schedule, SunGard is relying upon. the Customer's timely and
effective performance of the Customer responsibilities identified in the Statement of Work, and;
upon the project;assumptions specifically identified as such in the Statement of Work being met.
Material delay in SunGard's performance of the Services caused directly by SunGard's acts or
omissions;or the acts of third parties/subcontractors retained or chosen by SunGard, constitute a
breach of this Agreement. SunGard will not be responsible for delays caused by the Customer.
1,9 Post-Implementation Consultation. SunGard will, upon the Customer's request,provide the
(customer post-implementation consultation and support by using available hours in the current
Agreement or by providing additional hours at then current hourly rates.
. PAYWNT FOR SERVICES AND EXPENSES
A Price. The Services will be charged to the Customer at the rates and under the schedule set forth
in Schedule A, on a not-to-exceed basis subject to the maximum cast to the Customer of
Confidential and P"rielwy
PROFESSIONAL SERVICES ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
FOR
CITY OF REDLANDS,CALIFORNIA
$368,632 as set forth in Schedule A. As used in this Section' , "not-to-exceed" means that
SunGard will perform its obligations under this Agreement even if it is required to expend more
than the number of hours used to determine the cost set forth in Schedule A and will not charge
the Customer for such excess hours unless otherwise permitted under this Agreement. In no
event will the cast to the Customer of the Services exceed the Maximum Contract Price as set
forth in Schedule A, unless agreed upon in advance in writing signed by authorized
representatives of both parties. Services to be provided by SunGard under any duly authorized
Change Orders that increase the Maximum Contract Price will be provided at then current hourly
rates. If material_changes in the tinting of the Services to be provided by SunGard are agreed
upon in a Change Order,the parties will also amend the payment schedule set forth in Schedule 13
to reflect the change in the tuning of the Services.
2.2 Appropriation of Funds. Notwithstanding anything herein contained to the contrary, the
obligations of the Customer under this .Agreement are expressly subject to an annual
appropriation being made by the Customer in an amount sufficient to allow it to perform: its
obligations hereunder. In the event sufficient funds;are not so appropriated, this Agreement may
be terminated by the Customer immediately and without penally, provided, however, that the
Customer ,will in any event make all undisputed payments for all Services rendered,under this
Agreement prior to the date of such termination. The obligations of the Customer under this
Agreement will not constitute a general obligation indebtedness or multiple year direct or indirect
debt or other financial obligation whatsoever within the meaning of the Constitution or laws of
the State of California.
2.3 'Travel, Meal, and Lodging Expenses. Reimbursable expenses are estimated to be $49,125 as
set forth in Schedule A. All expenses should be at the lowest available prices/fares, including
coach airfare and car leasing and hotels.
2.4 Customer Audit. SunGard will maintain accurate books and records relating to the Services
performed and the amounts charged under this Agreement for at least three ( ) years after the
completion of its performance under this Agreement. SunGard will make those books and
records available to the Customer for audit during regular business hours at SuuGard's premises
at a mutually agreeable time and such audits will not unreasonably interfere with SunGard's
business activities.
... WARRANTIES
3.1 Services Warranty. SunGard represents and warrants that it is qualified to perform the Services,
and that it will perform. the Services in a good and workmanlike manner. SunGard must be
notified in writing on any failure of the Services to meet this warranty within eighteen. (18)
months after Final Project Acceptance of such Services by the Customer. SunGard further
represents and warrants that the Software will operate in conformity with the Documentation set
forth in the Statement of Work. SunGard must be notified in writing of any non-conformity in;
the Software covered by this warranty and comprising or relating to any modules of the System
within eighteen (18) months ager the Software is first put into production by the Customer(or
within eighteen(18)months if the Customer terminates this Agreement before implementation of
the all modules). SunGard must be notified in writing of any non-conformity in the Software
covered by this warranty and comprising or relating to the System, or of any non-conformity in
the integration of the modules with the Advanced Utilities software, within eighteen (18) months
after the entire System is first put into production by the Customer: For purposes of this Section
PROFESSIONAL SERVICES ADDENDUM TO THE SOFTWARE LICENSE AGREEMENT
FOR
CITY of REDLANDS,CALIFORNIA
3.1, "into production" means that the Customer is processing its daily data transactions using the
applicable modules of the System.
3.2 Determination of Warranty Responsibility. During the term of the warranty set forth
in Section 3.1, the Customer will notify SunGard of any nonconformity and it shall be
SunGard's responsibility to cure such nonconforfnity, irrespective of whether it relates to
products, services, or berth. If Customer gives a proper notice of non-conformity to SunGard,
hen:
3.2.1 SunGard shall investigate the reported failure. Customer shall provide to SunGard
reasonably detailed documentation and explanation, together with underlying data, to
substantiate the failure,and to assist SunGard in its efforts to diagnose, reproduce and if
necessary correct failure.
3.1.2 If there was no material failure to perform or the failure to perform was not attributable to
a defect in the Software or an act or omission of SunGard, then SunGard ;shall give
written notice to Customer explaining its determination in reasonable detail. In the event
SunGard detertnines, that the reported error did not, in fact, exist or was not attributable
to a defect in the Software or an act or omission of SunGard,then Customer shall pay for
SunGard's investigation and related services at the then current professional service rates
in effect.
4. PERFORMANCE AND CONTROL OF TBE SERVICES
4.1. Project Managers.. The SunGard Account Manager and the Customer Project Manager"are
designated in the Statement of Work. Each party will have the right to change its designations by
written notice, subject to the conditions of this Section but will endeavor in good faith to maintain
one person in each such capacity during the term of this Agreement. SunGard's .Account
Manager will have the overall responsibility for the Services until Final]Project.Acceptance under
the Statement of Work, and will be the Customer's primary contact person. SunGard will not
reassign or replace the Account Manager without providing 45 days written notice to the
Customer. The Customer's Project Managers and SunGard's Account Manager will meet
regularly to discuss the progress of the implementation effort and will provide written progress
reports.
4.2 SunGard Key Personnel. Prior to commencementof the Services and,,to the extent necessary,
throughout the course of this Agreement, SunGard and the Customer will mutually designate in
certain individuals from SunGard as "Key personnel,®" which designation is included in the
Statement of Mork. Customer shall have the right to perform background' checks and pre-
screening of SunGard's Key Personnel to the extent Customer deems it necessary to protect its
interests and duties owed to its employees, agents and the public at large. If the Customer
determines in good faith that any such individual is not so qualified, SunGard will use its
reasonable efforts to substitute such individual with a qualified replacement subject to the
Customer's approval. SunGard will not reassign or replace its ley Personnel without written 45-
day notice to the Customer, except for extenuating circumstances. SunGard and the Customer
will agree on a reasonable amount of non-chargeable time that will be used to acquaint new
personnel to the project in such an instance. Should any SunGard Key personnel leave the
employ of SunGard during the term of this Agreement, SunGard will make a good faith effort to
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present to the Customer an individual with equal or greater qualifications as a replacement subject
to the Customer's approval, which will not unreasonably be withheld following Customer's
investigation of the person in the manner referenced herein. SunGard will provide sufficient
personnel to complete its obligations set Barth in the Statement of Work. The Customer may ask
SunGard to remove an individual performing SunGard's obligations under this Agreement if, in
the Customer's reasonable opinion, the person does not have the ability to perform the task
assigned or not compatible with the Customer's personnel.
4.3 SunGard Personnel & its Subcontractors. SunGard will provide sufficient personnel to
complete the Services within the schedules set forth in this Agreement. SunGard represents and
warrants that its personnel will have sufficient skill, knowledge, and training to perform the
Services. While on the Customer's premises, SunGard's personnel will comply with the
Customer's written site rules and regulations as delivered to SunGard. The Customer shall be
permitted to investigate any SunGard personnel in the manner set forth above and reserves the
right to require any SunGard personnel to immediately and permanently leave the Customer's
premises in the event of any noncompliance with such rules or with any applicable lave or in the
event such person is engaged in activities that the Customer believes could be detrimental to the
Customer or its personnel. The Customer may also ask SunGard to remove an individual
performing Services under this Agreement if,in the Customer's opinion,the person does not have
the ability to perform the task assigned or is not compatible with Customer personnel, and
SunGard will comply with such request. Any person removed from the Customer's premises
under this paragraph will be replaced by SunGard as soon as practicable with an individual
acceptable to the Customer.
4.4 Customer Key Personnel. prior to commencement of the Services and,to the extent necessary,
throughout the course of this Agreement, SunGard and the Customer will mutually designate in
writingcertain individuals from the Customer as "Key Personnel," which designation will be
included in the Statement of Work. If SunGard determines in good faith that any such'individual
is not qualified to perform hisorher responsibilities under the Statement of Mork, the Customer
will confer with SunGard and, if it concurs with SunGard's assessment, will use its reasonable
efforts to substitute such'individual with a qualified replacement. The Customer will have the
sole authority and discretion to reassign or replace its Key Personnel. The Customer has the sole
responsibility of acquainting new Key Personnel to the project and ensuring that the new
personnel receive the training required to sufficiently perform duties as set forth in the Statement
of Work. Should any Customer Key Personnel leave the employ of the Customer during the term
of this Agreement, the Customer will make a good faith effort to replace the individual with
another individual with equal or greater qualifications.
4.5 Customer Personnel, The Customer will provide sufficient personnel to complete its obligations
set forth in the Statement of Work. SunGard may ask the Customer to remove an; individual
performing the Customer's obligations under this Agreement if, in SunGard's opinion,the person
does not have the ability to perform the task assigned or is not compatible with SunGard's
personnel. If the Customer concurs with SunGard's assessment; the Customer will promptly
make all reasonable efforts to comply with ;such request. If Customer does not concur, the
request shall be deemed.denied.
4.6 Reassignment of non-Key Personnel; Each party may reassign, without the other party's
consent or consultation, such party's personnel other than Key Personnel to different tasks or to
other projects ars such party will deem necessary; provided, however, that each party will use
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PROFESSIONAL SERVICES ADDENDUM TO THE SOFTWARE LICENSE_AGREEMENT
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reasonable efforts not to reassign any personnel in a way that would unreasonably interfere with
or disrupt the services provided hereunder. This Section is also subject to Customer's rights as
delineated,above.
4.7 Subcontracting for Work or Services. No contract will be made by SunGard with any third
party for furnishing any of the products or services to be furnished by SunGard under this
Agreement without the prior written approval of the Customer's Project Manager, but this
provision will not require the approval of contracts of employment between SunGard and its
employees assigned for services hereunder other than the requirement that SunGard must provide
written notification to its employees in any way related to this Agreement of the requirement of
nondisclosure of Confidential Information belonging to Customer. SunGard will be responsible
for its obligations under this Agreement regardless of whether the obligations are performed by
SunGard, its subcontractors, third parties, or agents on its behalf, and each of SunGard's
subcontractors., third parties, and/or agents will be subject to the same obligations and rights as
SunGard under this Agreement. Without limiting the foregoing, SunGard may subcontract for no
more than twenty-five percent of the total hours involved in performance of tree Services without
the prior written consent of the Customer.
4.8 Progress Reports. SunGard will prepare, in conjunction with tate Customer, and submit to the
Customer's Project Manager bi-weekly written progress reports. The content and format of such
reports will be mutually agreed upon between the Customer and'SunGard*
4.9 Independent Contractor. SunGard and its partners,employees and agents will act at all times in
an independent capacity with regard to performance of services or work rendered pursuant to this
Agreement, and'SunGard and its partners, employees and agents will not act as, will not be, and
will not in any manner be considered to be agents, officers or employees of the Customer. There
will be no employer-employee relationship between the Customer and SunGard; and SunGard
and its partners, employees and agents will not be entitled to any benefits payable to Customer
employees. SunGard is responsible for payment and deduction of all ernployrnent-related taxes
on SunGard's behalf and for SunGard's employees, including but not limited to all federal and
state income taxes and withholdings.. The Customer will not be required to make any deductions
from compensation payable to SunGard for these purposes. SunGard will indemnify the
Customer against any and all claims that may be made against the Customer based upon any
contention by a third party that an-employer-employee relationship exists by reason of this
Agreement; and SunGard will indemnify the Customer for any and all: federal or state
withholding or retirement payments which Customer may be required to make pursuant to federal
or state law.
4.10 Conflict of Interest. SunGard and its partners, emplcgyees and agents will have no interest, and
will not acquire any interest, direct or indirect,which will conflict in any manner or degree with
the:'performance of Services required under this Agreement. SunGard will immediately inform-
the Customer in writing if SunGard or any of its employees or agents has or obtains any interest
which is or could be incompatible with the interests of the Customer. Sunt (including its
partners, employees and agents) will not, under circumstances which might reasonably be:
interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any
gratuity or special favor from any person or organization related in any way to the services or
work performed under this Agreement. SunGard (including its partners, employees,and agents)
will not offer ;gifts, gratuities, favors, of entertainment directly or indirectly to Customer
employees.
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5. INSURANCE
At all times during its performance under this Agreement, SunGard will maintain in force, from
companies authorized to transact business in California, insurance in the following forms of
coverage and minimum amounts specified below. Said Commercial General Liability insurance
policies must contain an endorsement that the Customer is named as an additional insured with,
respect to the work covered hereunder and must provide sixty (60) days notice be given to the
Customer prior to cancellation or material reduction in coverage of the policy. SunGard must
then seek and secure replacement coverage in the same form as stated in this section within the 60
days or will be deemed in material breach of this Agreement. Should Customer secure coverage
on its own so as to avoid a lapse in coverage, the full amount of the premium shall be debited
from any amounts due SunGard. SunGard will provide the Customer with certificates of
insurance evidencing this coverage prior to the commencement of work.
A. WORKER'S COMPENSATION — $1,000,000 per occurrence or an amount that meets the
State of California's statutory requirements.
B. COMPREHENSIVE GENERAL LIABILITY-'$1,000,000 per occurrence and$2,000,000 in
the aggregate for public liability,property damage, and personal injury.
C. AUTOMOBILE LIABILITY - $500,000 per occurrence and $1,000,000 aggregate for
damage to property and injury to persons for vehicles used in the performance of this
Agreement.
D. PROFESSIONAL LIAB tLITY- $500,000 per occurrence and$1,000,000 in the aggregate.
IN WFINESS WHEREOF, the parties hereto have executed this Addendum as of the date first
written above,
SUNGARD CUSTOMER
B B
Mun e L
Name Pat Gilbreath
Title .gymTitle
Date Date June 20. 2000
ATTEST:
By
L5- eoyie �y Clerk
P
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