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4450vtN� CITY COUNCIL STAFF REPORT
DATE: December 14, 2005 NEW BUSINESS
SUBJECT: APPROVAL OF CONTRACT WITH SUNGARD PENTAMATION
TO UPGRADE FINANCIAL SOFTWARE AND PURCHASE OF
HARDWARE FROM DELL COMPUTERS
FROM: David H. Ready, City Manager
BY: Department of Finance and Treasury
SUMMARY
The approval of this contract will allow the Department of Finance and Treasury
to upgrade the City's Financial Software Applications with SunGard Pentamation
without paying for additional license costs. Staff is also requesting authorization
to purchase the required hardware to implement the upgrade from Dell
Computers.
RECOMMENDATION:
1. Approve Minute Order. Approving a contract with SunGard
Pentamation, Inc. to upgrade current Financial Application Software
2. Approve Minute Order Authorizing the purchase of a new
Server and auxiliary hardware from Dell Computers required for the
Upgrade not to exceed $6,004.52
3. Authorize the City Manager to execute the appropriate contracts and
documents.
STAFF ANALYSIS:
The City started using Pentamation for its financial application software in 1999.
Pentamation was chosen over other vendors after a RFP was published in 1998
and the responses were reviewed by the members of the Department of Finance
and other city staff. Pentamation was found to be the most responsive at that
time in meeting the City's financial application requirements. Staff has been
satisfied with Pentamation and its performance.
ITEM NO. 5.A.
City Council Staff Report
December 14, 2005—Page 2
Approval of SunGard Pentamation Contract
The system includes applications for the General Ledger Accounting System,
Accounts Payable, Accounts Receivable, Cashiering, Budgeting, Miscellaneous
Billing, and Business Licensing. Pentamation is in the process of phasing out its
current version of the system that the city is presently using. In the next couple of
years the current system will no longer be supported at the same level it currently
is and major support of the system will be phased out. The proposed upgrade
will provide more enhanced features which will allow for greater flexibility with its
products and with the information it can produce. In addition, these
enhancements will allow the staff to be more efficient and increase their
productivity. Because the upgrade is with the current vendor, it should lessen the
conversion issues and reduce the time needed to implement the new software.
Pentamation is offering its current customers that approve upgrading their current
systems by December 31, 2005 a waiver on new licensing fees. This waiver
results in a savings of$80,000 to the City of Palm Springs. The City Attorney
has reviewed and approved the contract.
The upgrade will require a new server and related hardware. The City currently
has an ongoing contract with Dell and staff believes that it is in the City's best
interest to purchase the required new hardware directly from Dell Computers.
The IT staff has reviewed the hardware required and the proposed quote from
Dell Computers.
FISCAL IMPACT:
The cost of the upgrade of the financial application system for new software and
hardware will be $105,682 (in addition to travel, lodging and meals for the
implementation and training). There will also be cost of approximately $5,000 for
an outside consultant to do the interface with the payroll/personnel system. The
annual maintenance and support costs for the next year are $16,706. These costs
are all included in the current Fiscal Year 05/06 budget.
Ink=-
Cram G es, Director of Finance oy,Butzla s istant City
and Treasurer M� ger-A ml ,i trative Services
David H. Ready, City er
Attachments: Minute Orders
Contract
Purchase Quote
MINUTE ORDER NO.
APPROVING OF A CONTRACT WITH
SUNGARD PENTATMATION, INC. TO
UPGRADE FINANCIAL SOFTWARE
I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that
this Minute Order approving a contract with SunGard Pentamation, Inc. of
$92,508 plus expenses to upgrade the City's Financial Software was adopted by
the City Council of the City of Palm Springs, California, in a meeting thereof held
on the 14th day of December, 2005.
James Thompson, City Clerk
MINUTE ORDER NO.
AUTHORIZING THE PURCHASE OF A NEW
SERVER AND AUXILIARY HARDWARE
FROM DELL COMPUTERS REQUIRED FOR
THE UPGRADE NOT TO EXCEED $6,004.52.
I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that
this Minute Order authorizing the purchase of a new server and auxiliary
hardware from Dell Computers required for the upgrade not to exceed $6,004.52
was adopted by the City Council of the City of Palm Springs, California, in a
meeting thereof held on the 14th day of December, 2005.
James Thompson, City Clerk
r ,
SOFTWARE
BETWEEN
SunGard Pentamation Inc.
a Pennsylvania Corporation
with Headquarters at:
3 West Broad Street, Suite 1
Bethlehem, PA 18018
Phone#: (610) 691-3616
Fax#: (610) 691-1031
("SunGard")
AND
City of Palm Springs
3200 Tahquitz Canyon Way
Palm Springs, CA 92263
Phone#: (760) 323-8229
Fax#: (760) 322-8320
("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,Appendices, Exhibits, and/or Addenda to this Agreement.
[SunGard] [Customer]
BY: t� M� BY:
PRINT NAME: Donald V.Appleton PRINT NAME:
PRINT TITLE: President and C.O.O. PRINT TITLE:
DATE SIGNED: December 6, 2005 DATE SIGNED:
09/05 - MA165
SUNGARDO
CONTENTS
DEFINITIONOF TERMS.............................................................................................................................. II
SECTION 1 -LIMITED LICENSE................................................................................................................ 1
SECTION 2 -SOFTWARE INSTALLATION AND PROFESSIONAL SERVICES ........................................ 1
SECTION 3 - EQUIPMENT AND EQUIPMENT INSTALLATION AND SUPPORT...................................... 2
SECTION 4-SUNGARD'S OTHER OBLIGATIONS................................................................................... 3
SECTION 5- CUSTOMER'S OTHER OBLIGATIONS................................................................................. 3
SECTION 6-PAYMENT SCHEDULE ......................................................................................................... 4
SECTION 7-WARRANTIES AND LIMITATIONS........................................................................................ 6
SECTION 8 - CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANT................................. 8
SECTION 9 -TERMINATION....................................................................................................................... 9
SECTION 10-APPLICATION SOFTWARE MAINTENANCE AND SUPPORT.......................................... 11
SECTION 11 -OFF-SITE HARDWARE MAINTENANCE SERVICE........................................................... 13
SECTION 12-EXTENDED HARDWARE MAINTENANCE SERVICE........................................................ 14
SECTION 13 -OPERATING SYSTEM OR UTILITY SOFTWARE TELEPHONE SUPPORT SERVICES.. 16
SECTION 14- CUSTOM PROGRAMMING SERVICES............................................................................ 17
SECTION 15-OTHER PROVISIONS..........................................................................:............................. 18
APPENDIX 1 -LICENSED SOFTWARE,TRAINING AND SUPPORT
APPENDIX 2-IMPLEMENTATION SERVICES
APPENDIX 3-HARDWARE EQUIPMENT/SERVICES
APPENDIX 4-MAXIMUM SUPPORT HOURS
APPENDIX 5-PAYMENT SCHEDULE
APPENDIX 6 - REGULATORY SOFTWARE
APPENDIX 7 - SYSTEM ADMINISTRATOR JOB RESPONSIBILITIES
APPENDIX 8 - GOVERNMENT RESOURCE SERIES (GRS) TO PLUS SERIES (PS) MIGRATION
DEFINITION OF TERMS
As used in this Agreement,the following terms have the following meanings:
1. "Account"means a single and unique combination of database and Software.
2. "Affiliate,"whether capitalized or not, 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.
3. "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 party 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 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 hereunder.
4. "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 intranet connection.
5. "Copy," whether capitalized or not, means any paper, disk, tape, film, memory device, or other
material or object on or in which any words, object code, or other symbols are written, recorded or
encoded, whether permanent or transitory.
6. "Documentation" means SunGard's standard user guides and manuals as delivered with the
Software and Software Updates and on-line help, as updated and amended from time to time,
provided by SunGard to assist Customer with the use of Software.
7. "Execution Date" means the latest date shown on the signature line of this Agreement.
8. "Export Laws" means 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.
9. "Good Faith Dispute" means a good faith dispute by Customer of certain amounts invoiced
under this Agreement. A Good Faith Dispute will be deemed to exist only if (1) Customer has
given written notice of the dispute to SunGard promptly after receiving the invoice and (2) the
notice explains Customer's position in reasonable detail. A Good Faith Dispute will not exist as to
an invoice in its entirety merely because certain amounts on the invoice have been disputed.
10. "Including" means including but not limited to.
11. "Initial Installation or Initial Software Installation" means the first instance of Software
installation or Software loading onto the computer system from which it will operate.
12. "Latest Software Update" means those Software Updates which SunGard has made generally
available to its Customers within the preceding twelve months.
13. "New Product" means a set of functionality available to be licensed to Customer by SunGard
which was not previously licensed to Customer either because the functionality was not available
or Customer chose not to license it.
14. "Person," whether capitalized or not, means any individual, sole proprietorship, joint venture,
partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government,
governmental agency, regulatory authority, or other entity of any nature.
15. "Proprietary 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 of 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, refinements, improvements and enhancements of the Software or
Documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon
any of the foregoing, and all copies of the foregoing.
16. "Software" means SunGard's proprietary application software identified in Appendix 1 of this
Agreement, known as PLUS SERIES.
17. "Software Update" means Software revisions and updates to the Software which SunGard, in its
sole discretion, incorporates into the Software as a Software Update per Section 10—Application
Software Maintenance and Support.
iii
1 . LIMITED LICENSE
1.1. Grant. SunGard grants to Customer a personal, non-transferable, non-exclusive,
perpetual, license to use, in accordance with this Agreement, the Software identified on
Appendix 1 and its related Documentation as the Software and Documentation may be
revised and updated in accordance with this Agreement.
1.2 Scope. In consideration of Customer's payment of the associated fees as set forth in
Section 6, Customer may use the Software and Documentation only in the ordinary
course of its business operations and for its own business purposes, subject to the use
restrictions as set forth in Section 8.3. Access to and use of the Software by Customer
shall be limited to the Number of Concurrent Users and/or other parameters as specified,
stated on Appendix 1 (collectively, "Scope of Use"), subject to increase by amendment(s)to
such parameters. Customer may copy and use the Software for inactive back-up and
disaster recovery purposes. Customer may copy the Documentation to the extent
reasonably necessary for use of the Software under this Agreement.
2, SOFTWARE INSTALLATION AND PROFESSIONAL SERVICES
2.1. Initial Software Installation. SunGard shall deliver, F.O.B. SunGard's offices, to
Customer the initial Copies of the Software and Documentation stated on Appendix 1.
The date of such delivery shall be referred to as the "Delivery Date." SunGard, per
installation services as set forth in Appendix 3, or Customer shall install the Software on
or before 120 days following the execution date of this Agreement.
2.2 Professional Services. SunGard shall provide to Customer, Software training services
for Customer personnel as set forth and for the charges listed on Appendix 1, the
Implementation Services as set forth on Appendix 2, and the Software and Hardware
installation and integration services as set forth on Appendix 3. In accordance with
Section 2.3, SunGard shall provide to Customer additional Professional Services
reasonably requested by Customer.
2.3 Additional Professional Services. At Customer's reasonable request and subject to the
availability of SunGard's personnel, SunGard shall provide to Customer additional
installation services, additional training, consulting services, custom modification
programming, support services relating to custom modifications, assistance with data
transfers, system restarts and reinstallations and other specialized support services.
Such services will be offered at SunGard's then prevailing service rates. Custom
programming services are provided in accordance with the terms and conditions as
defined in Section 14.
2.4 SunGard may refer services under this Agreement to Pentasun Professional Services
LLC. Pentasun contractors will adhere to the terms of this contract and to the same
policies and standards as SunGard staff. Pentasun contractors will contact the Customer
only after a referral from SunGard management. If services are provided by a Pentasun
consultant, Customer organization will be invoiced for those services and any associated
reimbursable expenses directly by Pentasun
Customer Name: City of Palm Springs,CA q
Contract#: 9104-MA165
3. EQUIPMENT AND EQUIPMENT INSTALLATION AND SUPPORT
3.1 Equipment Prices. SunGard hereby agrees to sell to Customer and Customer agrees
to purchase the equipment identified in Appendix 3 ("Equipment") for the prices as set
forth on Appendix 3.
3.2 Equipment Installation Services
3.2.1 SunGard shall use its standard system assurance programs to individually test each
unit of the Equipment according to the manufacturer's specifications, and when
practical, integrate each unit for a total system test prior to shipment and installation
at the Initial Installation Location.
3.2.2 If required and by mutual agreement and for the fees stated on Appendix 3, at least
25 days prior to installation of the Equipment, representatives from SunGard will
visit the Customer's facilities on a mutually agreed date for the purpose of approving
the locations for computer systems and principal components of the
communications network and establishing plans for the installation of the Equipment
and communications facilities. Travel costs associated with this visit are the
responsibility of the Customer and will be billed as incurred.
3.2.3 SunGard or its designee shall perform the installation services, for the fees stated
on Appendix 3, for the Equipment at the Initial Installation Location. Equipment
installation shall be completed on a mutually agreed date, subject to the obligations
of Customer to provide the operational environment for the equipment as provided
below under "Customer Responsibilities" but no later than 10 days prior to the
Scheduled Installation Date.
3.2.4 SunGard will provide the Customer with any manufacturer-provided reference
documentation for operation of the Equipment by Customer's trained personnel.
3.3 Customer Responsibilities
3.3.1 The Customer acknowledges a need for and agrees to provide, at its cost, a
suitable operating environment, appropriate power supplies and adequate
workspace for the Equipment to be maintained in accordance with SunGard's
recommendations. The Customer further acknowledges and agrees to provide
access to Customer's hardware system(s) and/or operational system software
where necessary for SunGard to provide its services hereunder. The Customer
further acknowledges its responsibility to provide adequately trained personnel,
adequate hardware and system software backups
3.3.2 The Customer is responsible for the cost of all cabling, phone equipment, services
and facilities needed to attach servers, workstations, video terminals, terminal
printers and the like to the Equipment. This includes installing the cables and the
labor or installation fees associated with the preparation of terminal locations.
3.3.3 The Customer shall provide SunGard or its designee full and free access to the
Equipment to provide the installation services. The Customer's personnel shall not
attempt any repairs or adjustments to the Equipment at any time except under
direction of SunGard or its designee.
Customer Name: City of Palm Springs,CA 2
Contract#: 9104-MA165
3.3.4 The Customer shall pay all costs of transportation and in-transit insurance for the
Equipment to its facilities and all other related costs that may include special rigging,
storage, packaging and similar charges. SunGard shall not be responsible for any
loss or damage to the Equipment caused by the fault or negligence of Customer or
its agents or employees, by non-SunGard alterations or servicing, by common
carriers,force majeure,fire or other casualty.
3.4 Warranty. SunGard warrants that the Equipment will be installed in good working order
ready for use according to the manufacturer's published specifications. SunGard will assign
to Customer all manufacturer's warranties related to the Equipment. SunGard makes no
expressed or implied warranties with regard to the Equipment. ALL WARRANTIES AS TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
EXCLUDED.
3.5 Other Terms Applicable to Equipment Sales
3.5.1 SunGard's installation personnel shall remain on Customer's site not more than one
day in the event of Customer's failure to fulfill its site preparation obligations. Return
trips, if necessary, shall be invoiced to Customer at SunGard's then prevailing
service rates, plus expenses.
3.5.2 After installation services are completed, on-going maintenance and support
services to the Equipment shall be provided as set forth in Sections 11, 12, and/or
13 and for the fees and type of service provided in Appendix 3.
4. SUNGARD'S OTHER OBLIGATIONS
4.1 Ongoing Maintenance and Support Services. Beginning on the Execution Date and in
conjunction with Sections 10, 11, 12, and/or 13, SunGard shall provide maintenance and
support services to Customer throughout the Initial Maintenance and Support Term and, if
Customer elects to renew maintenance and support services, the Renewal Maintenance
and Support Term as defined in Sections 10, 11, 12, and/or 13, at the rates set forth in
Appendix 1 and 3.
4.2 Optional Products. Beginning upon the Execution Date of this Agreement, SunGard
shall offer to Customer the opportunity to license New Products at SunGard's then
prevailing fees.
5. CUSTOMER'S OTHER OBLIGATIONS
5.1 Procurement of Hardware and Other Third Party Items. Customer shall be
responsible, at its expense, for procuring and maintaining (through SunGard, if applicable)
the computer hardware, systems software and other third party software, data feeds,
telecommunications, networks, peripherals and other items and services (collectively
referred to as "Third Party Products"). Customer shall contract for (through SunGard, if
applicable) and maintain appropriate agreements for the use and maintenance of Third
Party Products during the term of this Agreement. If Customer is authorized by SunGard
to use the Software in an Internet environment, Customer shall be solely responsible for
all aspects of Internet use, including any Third Party Products, and the installation and
maintenance of its home page on the Internet. All required Third Party Products must be
Customer Name: City of Palm Springs,CA 3
Contract#: 9/04•MA165
installed (by SunGard, if applicable) and operational prior to the Scheduled Installation
Date stated on Appendix 3.
5.2 Data Security. If the Software or data maintained by the Software is accessible through
the Internet or other networked environment, Customer shall maintain, in connection with
the Software, adequate technical and procedural access controls and system security
requirements and devices, necessary for data privacy, confidentiality, integrity,
authorization, authentication and non-repudiation and virus detection and eradication. To
the extent that Customer's Affiliates or Customers have access to the Software through
the Internet or other networked environment, Customer shall maintain agreements with
such end-users that adequately protect the confidentiality and intellectual property rights
of SunGard in the Software and Documentation, and disclaim any liability or responsibility
of SunGard with respect to such end-users.
5.3 Access to Facilities and Employees. Customer shall provide to SunGard access to the
Customer's facilities, equipment and employees, and shall otherwise cooperate with
SunGard, as reasonably necessary for SunGard to perform its installation, training,
support and other obligations under this Agreement. Customer shall devote all
equipment, facilities, personnel and other resources reasonably necessary to (a) install
the Software, (b) be trained in the use of the Software and (c) begin using the Software in
production on a timely basis as contemplated by this Agreement.
5.4 Remote Access. Customer shall permit SunGard, at SunGard's option, to remotely
access, per the method described in Section 10, the Software for the purpose of providing
maintenance and support services to Customer under Section 4.1 and otherwise
implementing the purposes of this Agreement.
5.5 Notices and Certifications. Customer shall give written notice to SunGard whenever
Customer intends to increase the Scope of Use. 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 then current Scope of Use of the Software
and that Customer has complied and is then in compliance with the provisions of this
Agreement.
5.6 Customer Operation of Software. Customer shall be exclusively responsible for the
supervision, management, operation and control of its use of the Software, including but
not limited to: (1) establishing adequate backup plans in the event of computer or
Software malfunction or disaster, (2) implementing sufficient procedures and checkpoints
to satisfy Customer's requirements for security and accuracy of input and output data as
well as restart and recovery in the event of malfunction or disaster, (3) informed use of
output data insofar as technical expertise or professional judgment is required, (4)
security, maintenance and distribution of system passwords, and (5) other responsibilities
as defined in Appendix 7.
6. PAYMENTS
6.1 License Fee. Customer shall pay to SunGard an initial license fee in the amount stated
on Appendix 1, in accordance with the payment schedule stated on Appendix 5. The Initial
License fee shall entitle Customer to maintenance and support services for the Initial
Maintenance and Support Term as defined in Section 10.
6.2 Annual Maintenance and Support Fees. The annual maintenance and support service
for Software and Third Party Software listed in Appendix 1 shall be automatically renewed
Customer Name: City of Palm Springs,CA 4
Contract#: 9/04-MA165
on each anniversary date of this Agreement unless Customer provides SunGard with
ninety (90) days written notice prior to each annual anniversary date of its intent to
terminate maintenance and support. Beginning on the first anniversary date of this
Agreement, unless Customer has provided such notice then, Customer shall pay annual
maintenance and support fees in the amount set forth on Appendix 1. SunGard reserves
the right to increase such amounts in subsequent renewal terms by an amount not to
exceed 10% per year. After the Renewal Maintenance and Support Term and in the event
that SunGard desires to terminate maintenance and support services to Customer,
SunGard shall provide Customer with one hundred eighty (180) days prior written notice
of its intent to terminate.
6.3 Service Fees. Customer shall pay to SunGard the service fees stated on Appendix 1,
Appendix 2 and Appendix 3 for all services specified in this Agreement. In the event that
requested services are not specified in this Agreement, then the fees for such services
shall be based upon SunGard's standard professional fee rates in effect at the time of the
request.
6.4 Expense Reimbursements. Whenever any services are provided by SunGard at a
Customer location or any other location requested by Customer other than one of
SunGard's locations, Customer shall reimburse SunGard for reasonable travel, lodging,
meal and related expenses incurred by SunGard personnel in providing such services.
6.5 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 taxes assessed against it, and Customer shall
promptly reimburse SunGard for any such taxes payable or collectable by SunGard. If
Customer has provided SunGard with proof of its tax exempt status, then, in the event
that Customer's tax exempt status should become altered in any way throughout the term
of this Agreement, Customer shall be obligated to notify SunGard immediately of any such
modification of tax exempt status and Customer shall become liable for all taxes as set
forth above. In the event Customer fails to notify SunGard of any such change, and
penalties occur as a result of Customer's failure to notify SunGard in a timely manner,
Customer shall be liable for payment of any penalties assessed against SunGard or
Customer as a result thereof.
6.6 Payment Terms. Initial Software license fees and Third Party Product fees (if any) shall
be invoiced by SunGard per the payment schedule in Appendix 6. Ongoing maintenance
and support fees shall be invoiced by SunGard annually in advance and all other fees and
all expense reimbursements shall be invoiced by SunGard as and when incurred. All
invoices shall be sent to Customer's address for invoices as designated by Customer or, if
not designated, then the address printed on this Agreement. Payments may be made by
check to the SunGard address listed on the invoice. Customer's payments shall be past
due thirty (30) days after receipt of invoice. Interest at the rate of eighteen percent(18%)
per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue on
any amount not paid by Customer to SunGard when due under this Agreement, and shall
be payable by Customer to SunGard on demand. Except as provided in Section 7.2.3, all
fees and other amounts paid by Customer under this Agreement are non-refundable,
including any fees paid for Third Party Products.
Customer Name: City of Palm Springs,CA 5
Contract#: 9104-MA165
6.7 Currency. All dollar amounts referred to in this Agreement are in United States Dollars.
71. WARRANTIES AND LIMITATIONS
7.1 Performance. SunGard warrants to Customer that the Software, as and when delivered
to Customer by SunGard and when properly used for the purpose and in the manner
specifically authorized by this Agreement, will perform as described in the Documentation
in all material respects. SunGard's only obligation under this warranty is to correct any
failure to so perform in accordance with SunGard's obligations under the maintenance
and support provisions of this Agreement. This warranty shall terminate one year after
the Execution Date.
7.2 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 obligation under this Section 7.2 unless Customer promptly gives
written notice to SunGard after any applicable infringement claim is initiated against
Customer and allows SunGard to have sole control of the defense or settlement of the
claim. The remedies provided in this Section 7.2 are the sole remedies for a breach of the
warranty contained in this Section 7.2. 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:
7.2.1 modify 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; or
7.2.2 procure for Customer the right to continue using the infringing part of the
Software or Documentation; or
7.2.3 remove all 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 Section 6.1 with respect to the applicable Software, less a
reasonable rental charge equal to one-sixtieth (1/60) of the initial license fee for
each month of use, in which case the Agreement shall terminate with respect to
the Software or part thereof removed.
7.3 Customer Material. Customer warrants to SunGard that Customer has the full legal right
to grant to SunGard the right to use the designs, plans, specifications or other materials
provided by or on behalf of Customer for inclusion in the Software or the Documentation
("Customer Material") and that the Customer Material does not infringe upon any United
States patent, copyright, trade secret or other proprietary right of any Person. Customer
shall indemnify and defend SunGard (and any SunGard Affiliates providing software or
services under this Agreement) against any third party claim to the extent attributable to
(a) a breach of the foregoing warranty or (b) an infringement of a United States patent,
copyright, trade secret or other proprietary right of any Person arising from a modification
of the Software or Documentation by Customer (or a third party permitted by Customer to
make such modification).
Customer Name: City of Palm Springs,CA 6
Contract#: 9104-MA165
7.4 Exclusion for Unauthorized Actions and Results of Use. SunGard shall have no
liability under any provision of this Agreement with respect to any performance problem,
claim of infringement or other matter to the extent attributable to any unauthorized or
improper use or modification of the Software, any unauthorized combination of the
Software with other software, any use of any version of the Software other than the Latest
Software Updates, any Third Party Product, any act or omission by Customer, its Affiliates
or its customers, or any breach of this Agreement by Customer. Customer is solely
responsible for the results obtained from the use of the Software.
7.5 Force Majeure. 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 (including
the Internet or other networked environment), 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.
7.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 7.1 OF THIS
AGREEMENT, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS."
WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, THE SERVICES
PROVIDED UNDER THIS AGREEMENT OR ANY OTHER MATTER PERTAINING TO
THIS AGREEMENT AND EXCEPT AS EXPRESSLY STATED IN SECTION 7.1 OF THIS
AGREEMENT, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL
OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT. SUNGARD
MAKES NO REPRESENTATIONS OR WARRANTIES, NOR SHALL SUNGARD HAVE
ANY LIABILITY WITH RESPECT TO,ANY THIRD PARTY PRODUCTS OR SERVICES.
7.7 Limitations. EXCEPT FOR A THIRD PARTY CLAIM UNDER SECTION 7.2 OF THIS
AGREEMENT, SUNGARD'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL
UNDER NO CIRCUMSTANCES EXCEED THE INITIAL SUNGARD SOFTWARE
LICENSE FEES ACTUALLY PAID BY CUSTOMER TO SUNGARD UNDER THIS
AGREEMENT.
7.8 Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL
SUNGARD (OR ANY OF ITS AFFILIATES PROVIDING SOFTWARE OR SERVICES
UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON
FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INCIDENTAL,
INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF
ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS
AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT
FORESEEABLE, EVEN IF SUNGARD HAS BEEN ADVISED OR WAS AWARE OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES.
7.9 Open Negotiation. CUSTOMER AND SUNGARD HAVE FREELY AND OPENLY
NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE
Customer Name: City of Palm Springs,CA 7
Contract#: 9104•MA165
KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
7.10 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 Affiliate
or customer of Customer or any other Person be considered a third party beneficiary of
this Agreement or otherwise entitled to any rights or remedies under this Agreement, even
if such Affiliates, customers or other Persons are provided access to the Software or data
maintained in the Software via the Internet or other networked environment. 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 (1) year after Customer first has knowledge of the
basis for the action or claim.
8. CONFIDENTIALITY, OWNERSHIP AND RESTRICTIVE COVENANT
8.1 Disclosure Restrictions. All Confidential Information 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. The Disclosing Party's Confidential Information shall
not be used or disclosed by the Receiving 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 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.
8.2 SunGard's Proprietary Items, Ownership Rights. The Proprietary Items 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 Proprietary
Item. Title to all Proprietary Items and all related patent, copyright, trademark, trade
secret, intellectual property and other ownership rights shall be and 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.
8.3 Use Restrictions. Customer shall not do, attempt to do, nor permit any other Person to
do, any of the following:
Customer Name: City of Palm Springs,CA 8
Contract#: 9104-MAI 65
8.3.1 use any Proprietary Item for any purpose, at any location or in any manner not
specifically authorized by this Agreement; or
8.3.2 make or retain any Copy of any Proprietary Item except as specifically authorized
by this Agreement; or
8.3.3 create or recreate the source code for the Software, or re-engineer, reverse
engineer, decompile or disassemble the Software; or
8.3.4 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 not as otherwise expressly
provided by this Agreement; or
8.3.5 refer to or otherwise use any Proprietary Item as part of any effort either (i) to
develop a program having any functional attributes, visual expressions or other
features similar to those of the Software, or(ii)to compete with SunGard; or
8.3.6 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
8.3.7 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,whether on Customer's behalf or otherwise;or
8.3.8 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, unless
otherwise expressly provided in this Agreement.
8.4 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 8,
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.
8.5 Enforcement. Each party acknowledges that the restrictions in this Agreement are
reasonable and necessary to protect the other's legitimate business interests. Each party
acknowledges that any breach of any of the provisions of this Section 8 shall result in
irreparable injury to the other for which money 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 that a party or any other Person may have against the
other party shall not constitute a defense or bar to the enforcement of any of the
provisions of this Section 8.
9. TERMINATION
9.1 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:
9.1.1 SunGard breaches any of its material obligations under this Agreement and does
not cure the breach within ninety (90) days (provided that the breach is
Customer Name: City of Palm Springs,CA 9
Contract#: 9104-MA165
susceptible to cure) (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.
9.1.2 SunGard (or a surviving company in the event of a merger or sale of SunGard)
dissolves or liquidates or otherwise discontinues all or a significant part 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.
9.2 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:
9.2.1 Except for Customer's failure to pay any amount payable with respect to
Ongoing Maintenance and Support fees, Customer fails to pay to SunGard,
within ten (10) 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, or
9.2.2 Customer breaches any of its other material obligations under this Agreement
and does not cure the breach within thirty (30) days (provided that the breach is
susceptible to cure) (or such other time period as may be reasonable under the
circumstances) after SunGard gives written notice to Customer describing the
breach in reasonable detail, or
9.2.3 Customer dissolves or liquidates or otherwise discontinues all or a significant
part of its business operations.
9.3 Expiration of Term. Unless otherwise stated on Appendix 1 of this Agreement, the
Software specified on Appendix 1 shall have a perpetual term from the Delivery Date for
such Software unless and until terminated in accordance with this Section 9.
9.4 Effect of Termination.
9.4.1 Upon the effective date of a termination of the maintenance and support
services by SunGard or Customer, or at anytime when Customer has failed to
pay the annual maintenance and support fees required pursuant to Section 6.2
("Ongoing Maintenance and Support Termination Date"), (a) SunGard shall
discontinue providing all ongoing maintenance and support services, including
SunGard's obligation under Section 4.1, (b) any SunGard warranties and
indemnities under this Agreement shall cease to apply for the period after the
Ongoing Maintenance and Support Termination Date, and (c) SunGard shall
have no liability with respect to Customer's use of the Software or Services after
the Ongoing Maintenance and Support Termination Date.
9.4.2 Upon a termination or expiration of this Agreement, whether under this Section 9
or otherwise, Customer shall: (a) discontinue all use of all affected Software and
Documentation, (b) promptly return to SunGard all copies of the affected
Software and Documentation and any other affected Proprietary Items then in
Customer's possession, and (c) give written notice to SunGard certifying that all
copies of the affected Software and Documentation have been permanently
deleted from its computers. Customer shall remain liable for all payments due to
SunGard with respect to the period ending on the date of termination. The
Customer Name: City of Palm Springs,CA 10
Contract#: 9104-MA165
provisions of Sections 6, 7 (except 7.1), 8 and 15 shall survive any termination of
this Agreement, whether under this Section 9 or otherwise.
9.5 Certain Other Remedies for Nonpayment. If Customer fails to pay to SunGard, within
ten (10) 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, in its sole discretion and without further notice to Customer,
suspend performance of any or all of its obligations under this Agreement (including its
ongoing maintenance and support services under Section 4.1 ) until all past due amounts
are paid in full.
10.0 APPLICATION SOFTWARE MAINTENANCE AND SUPPORT
10.1 INITIAL MAINTENANCE AND SUPPORT TERM: For new applications licensed in this
Agreement, the Initial Maintenance and Support Term shall be for a period of one year
commencing upon execution of this Agreement. For all migrated applications (indicated
by $0 license fees in Appendix 1) the initial maintenance term shall be one year
following the commencement of training.
10.2 RENEWAL MAINTENANCE AND SUPPORT TERM: Upon conclusion of the Initial
Maintenance and Support Term, SunGard shall continue to offer maintenance and
support services to Customer, at the fees and for the terms specified in this Agreement,
for one additional one-year period.
Upon conclusion of the Renewal Maintenance and Support Term, SunGard may offer
maintenance and support services to Customer on a year to year basis, provided that
SunGard shall give Customer one hundred eighty (180) days written notice if SunGard
intends to terminate maintenance and support services.
10.3 Services to be Provided
10.3.1 Provide standard product enhancements when and as the same are developed
by SunGard; SunGard shall make available to Customer one copy of such
product enhancements or corrected programs as soon as it is available.
Customer shall be responsible for incorporating such enhancements in each
copy of the applicable SunGard Software licensed by Customer.
10.3.2 Provide programming modifications and support for the regulatory software
listed in Appendix 6. Modifications and updates will be provided and are limited
to those which use data supported within the baseline application software and
are required by regulatory changes.
10.3.3 Provide assistance to Customer in the use of the SunGard Application Software
via telephone inquiries to SunGard's designated software support offices up to
the maximum number of hours per application as listed in Appendix 4. Should
the total number of Support hours be exceeded in any one year, additional
Support Service may be provided at SunGard's then current hourly rates.
Telephone support services are available weekdays, excluding holidays, during
normal business hours.
10.3.4 Investigate errors in the intended capabilities of SunGard Application Software
upon receipt of notification from Customer and provide Customer with an
alternate procedure or programming modifications to correct errors. SunGard
shall distribute to Customer one copy of such product enhancements or
Customer Name: City of Palm Springs, CA 11
Contract#: 9104-MA165
corrected programs as soon as it is available. Customer shall be responsible for
incorporating such enhancements in each copy of the applicable SunGard
Software licensed by Customer.
All of the above services will be provided by Internet or telephone communication contact
between SunGard and Customer. Customer will be responsible for all data line telephone
charges involved in providing Application Software Maintenance and Support and
SunGard will invoice Customer at cost.
10.4 Customer Responsibilities
10.4.1 Internet access is required for delivery of SunGard's support services and
will be the primary connectivity medium for all support activities. The Customer will
be responsible to provide reliable access to each server via the Internet utilizing
Microsoft VPN or CISCO VPN. For UNIX systems, Secure Shell access is also
supported. At least one dedicated dial-up telephone line with a high speed (56K
minimum) modem, capable of connection to each server, is strongly
recommended as a backup means of communication in the event of Internet
failure. A "superuser" system log-in account with privileges for SunGard's use in
support of this Agreement is also required.
10.4.2 The Customer will be responsible to provide a CD, 4mm DAT, DLT or SDLT
drive which will be used to install new software releases, updates,
enhancements, etc.
10.4.3 Customer agrees that if the Customer has application software changes,
screen changes or changes to SunGard Pentamation tables within the
database made by non-SunGard employees, this may affect SunGard's ability
to perform its obligations hereunder or may result in extra charges by SunGard.
Services necessitated by problems caused by unauthorized Customer
changes, acts of God, or Customer's improper use of the systems or
equipment, or other causes beyond SunGard's control may result in extra
charges by SunGard.
Prohibited table changes include the addition of triggers—small programs in the
database that run automatically when an INSERT, UPDATE, or DELETE
statement is issued against the associated table and data element — to
SunGard Pentamation data elements.
10.4.4 Customer will designate, by name, a limited number of individuals for the
purpose of logging calls with Pentamation central support. Customer will
appoint one of these individuals to serve as central liaison between
Pentamation technicians and other named callers or Customer end users.
10.4.5 The Customer is obligated to fulfill the responsibilities of system administrator
as defined in Appendix 7. This may be accomplished as part of the central
liaison's job responsibilities or by contracting with SunGard for Remote System
Administration Services.
10.4.6 Customer will be responsible for acquiring any necessary Microsoft Customer
access licenses for its workstations used in conjunction with SunGard's
application software products as listed in Appendix 1.
Customer Name: City of Palm Springs,CA 12
Contract#: 9104-MA165
10.5 Exclusions
System Requirements. SunGard solutions are designed to function at optimum levels
when integrated with dedicated hardware resources. The addition of non-SunGard
provided software may adversely affect the performance or functionality of the SunGard
provided applications. Accordingly, SunGard will not be responsible for system
malfunctions or loss of functionality caused by the addition of non-SunGard provided
applications or utility software. Corrective measures for malfunctions caused by such
additions will be at the option of SunGard and will be billable at SunGard's then-current
hourly rate.
The Application Software Maintenance and Support Fees do not cover:
1. Altered, damaged, or modified software;
2. Errors or problems in the software caused by negligence, abuse or misapplication
of the software, by hardware malfunctions or by failure to adhere to the software
utilization guidelines as specified in the SunGard-supplied User Documentation
and/or as provided for during SunGard-supplied training;
3. Software errors arising from bugs, modifications, updates to the operating systems,
database(s) or other software not furnished by SunGard; or
4. Software performance issues resulting from changes in the Customer's hardware or
operating environment not supplied by or performed by SunGard.
11. OFF-SITE HARDWARE MAINTENANCE SERVICE
11.1 It is the Customer's responsibility to decide when the equipment needs service. Before
requesting service, the Customer must perform problem determination procedures, which
include running prescribed diagnostic software or procedures which will be supplied with
the equipment and will be documented in the Operations Manual. Customer then calls
SunGard for service and gives SunGard all information requested. If possible, remedial
advice will be supplied over the phone (i.e., loose cable to be tightened, replace fuse)and
Customer will administer remedial action.
11.2 In the event immediate remedial action cannot be taken via the phone, the following
procedure will be followed:
11.2.1 SunGard will arrange for replacement equipment to be shipped via overnight
package service. Replacement equipment will be new or reconditioned
equipment. (A reconditioned machine is one which is in good working order,
has been cleaned, lubricated, adjusted and tested, and which has had defective
or excessively worn parts replaced with new or serviceable used parts.)
11.2.2 Customer will unpack the replacement equipment and replace the
malfunctioning equipment with the replacement equipment.
11.2.3 Customer will run diagnostic software or procedures and report results by
calling SunGard's Engineering Help Desk.
11.2.4 Customer will pack the malfunctioning equipment in the replacement equipment
packing material and ship malfunctioning equipment back to SunGard's service
center. Customer agrees to pay return shipping charges and incur the risk of
Customer Name: City of Palm Springs,CA 13
Contract#: 9104-MA165
loss or damage in transit. Customer further agrees to pay shipping charges
associated with shipment of the replacement unit. Such charges will be added
to the next Customer invoice. At the Customer's option, the Customer may
specify that SunGard utilize less costly shipping methods than the standard
overnight option in non-emergency situations.
11.2.5 Malfunctioning equipment returned to SunGard, in the case of purchase or
lease/purchase, will become the property of SunGard unless Customer elects
repair, as outlined below.
11.2.6 Customer may elect to have the original equipment repaired and returned, in
which case Customer pays additional freight charges associated with the return
shipment to the Customer of the original malfunctioning equipment and return
the replacement equipment at Customer's expense as described above, when
the original replacement was made.
11.3 The Off-Site Maintenance Charges (OMC)do NOT cover:
11.3.1 Maintenance, repairs or replacement parts required due to loss or damage to
the equipment caused by the fault or negligence of Customer, alterations or
service performed by other than SunGard or its designee, or by acts of God.
11.3.2 Expendable items such as, but not limited to, ribbons, print elements,
diskettes, CD's, removable disks, and tapes.
11.3.3 Labor, travel time and travel expense for any maintenance activities
performed on the Customer's premises.
11.3.4 Labor, travel time and travel expense for services that are part of the Customer
system administrator responsibilities (as defined in Appendix 7).
11.3.5 Maintenance repairs or replacement parts required for service on SunGard
maintained equipment caused by environment, building power, or other
Customer controlled factors.
11.3.6 Labor, travel time and travel expense for service on SunGard maintained
equipment caused by environment, building power, or other Customer
controlled factors.
11.4 Service provided by SunGard, caused by exclusions, will be added to the next Customer
invoice at SunGard's then standard rates.
12, EXTENDED HARDWARE MAINTENANCE SERVICE
12.1 On-call remedial maintenance (maintenance performed by SunGard or its designee which
is necessary due to equipment failure) between the hours of 8:00 a.m. and 5:00 p.m. local
time, Monday through Friday, excluding holidays. For services performed outside these
hours and items covered under Exclusions, the Customer shall pay the SunGard charges
for travel time, labor time, plus travel expenses, at SunGard's then current rates.
12.2 Defined response to calls placed between 8:30 a.m. and 5:00 p.m. EST, Monday through
Friday, excluding holidays, are determined by the Customer's proximity to a designated
service location. Response time will be 4, 8 or 16 hours. Customers in close proximity to
Customer Name: City of Palm Springs,CA 14
Contract#: 9104-MA165
a designated service location will receive 4-hour response to calls. Customers more
distant from a designated service location will receive either 8 or 16 hour response to
calls. Response time is relative to the time the call for service is received within the 8:30
a.m. to 5:00 p.m. EST call window. For example, a 4-hour response time for a call placed
at 4:00 p.m. EST would guarantee response by 11:30 a.m. the next day. A 4-hour
response time call placed at 4:00 p.m. PST (7:00 p.m. EST)would guarantee a response
by 9:30 a.m. PST(12:30 p.m. EST)the next day.
12.3 Scheduled preventive maintenance (maintenance performed by SunGard or its designee,
if required by the original equipment manufacturer, which is designed to keep the
equipment in good operating condition), will be provided between the hours of 8:00 a.m.
and 5:00 p.m. local time, Monday through Friday, excluding holidays.
12.4 Parts will be replaced when necessary at SunGard expense with new or parts of equal
quality, on an exchange basis.
12.5 Labor and parts required to implement engineering changes considered essential by
SunGard or its designee to this operation of the equipment or for safety reasons will be
provided.
12.6 Selective Line Item Cancellation - SunGard agrees that, with respect to any computer
hardware no longer in use, the Customer may withdraw such equipment from this
Agreement (and receive an appropriate reduction in the maintenance fee) upon two (2)
months prior written notice to SunGard.
12.7 The Extended Maintenance Charges (EMC)do NOT cover:
12.7.1 Maintenance, repairs or replacement parts required due to loss or damage to
the equipment caused by the fault or negligence of Customer, alterations or
service performed by other than SunGard or its designee, or by acts of God.
12.7.2 Expendable items such as, but not limited to, ribbons, print elements, diskettes,
CD's, removable disks, and tapes.
12.7.3 Labor,travel time and travel expense for the installation of expendable items.
12.7.4 Labor, travel time and travel expense outside the hours provided for in this
Extended Hardware Maintenance Service Agreement.
12.7.5 Labor, travel time, travel expense and shipping expenses, if applicable, for the
moving of equipment from one location to another.
12.7.6 Labor, travel time and travel expense for repairs to equipment caused by
movement of equipment by non-SunGard personnel.
12.7.7 Labor, travel time and travel expense for installation, repair or diagnosis of non-
SunGard maintained equipment, such as, but not limited to, phone company
equipment.
12.7.8 Labor, travel time and travel expense for service on SunGard maintained
equipment caused by environment, building power, or other Customer
controlled factors.
12.7.9 Labor, travel time and travel expense for software or operator type problems
such as, but not limited to, recreating data packs.
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Contract#: 9/04-MA165
12.7.10 Labor, travel time and travel expense for services that are part of the Customer
system administrator responsibilities(as defined in Appendix 7).
12.8 Service provided by SunGard, caused by exclusions, will be added to the next Customer
invoice at SunGard's then standard rates.
13. OPERATING SYSTEM OR UTILITY SOFTWARE TELEPHONE SUPPORT SERVICES
13.1 Direct Telephone Support - Direct telephone access to SunGard's System Software
Support personnel who provide timely answers to usage questions, assist Customer on
installing updates and resolve occasional software problems. This service is available
between the hours of 8:30 a.m. and 5:00 p.m. EST, Monday through Friday, excluding
SunGard honored holidays.
The above services will be provided by Internet or telephone communication contact
between SunGard and Customer. Customer will be responsible for all data line telephone
charges involved in providing telephone support services and SunGard will invoice
Customer at cost.
13.2 On-Site Support - Customer will have access to on-site support. On-site support will be
provided at the current published per diem fee plus all travel expenses. All fees will be
rounded off to the nearest half day. A day is defined as 8:00 a.m. to 5:00 p.m. local time,
Monday through Friday, excluding SunGard"honored holidays. All on-site support time
outside these hours will be charged at SunGard's then current hourly rates for System
Software.
13.3 Customer Responsibilities
13.3.1 The Customer will be responsible to provide reliable access to the CPUs) via
the Internet (Microsoft VPN, CISCO VPN, or Secure Shell (SSH) access to
each server), as well as a dedicated dial-up telephone line with a diagnostic
modem of SunGard specifications on the Customer's computer equipment and
a "superuser" system log-in account with privileges for SunGard's use in
support of this Agreement. Internet access is required for SunGard's support
delivery and will be the primary connectivity medium.
13.3.2 The Customer will be responsible to provide a CD, 4mm DAT, DLT or SDLT
drive which will be used to install new software releases, updates,
enhancements, etc.
13.3.3 Customer will be responsible for the activities listed in the System Administrator
responsibilities in Appendix 7.
13.3.4 Customer will be responsible for the costs of travel, lodging and related
expenses for training and support provided by SunGard to personnel at
Customer's location.
13.4 Services necessitated by problems caused by unauthorized Customer changes, acts of
God, or Customer's improper use of the systems or equipment, or other causes beyond
SunGard's control may result in extra charges by SunGard.
Customer Name: City of Palm Springs,CA 16
Contract#: 9/04-MA165
14. CUSTOM PROGRAMMING SERVICES
14.1 General
14.1.1 SunGard offers custom programming as an optional service to the Customer.
When the Customer requests the service, SunGard will provide written
specifications and a fixed cost estimate for the work to be performed. The
Customer is granted a non-exclusive, non-transferable perpetual license to the
customized software and source program code.
14.1.2 An annual maintenance and support service for custom software is provided at
SunGard's current annual percentage of the standard charge for programming
the custom software. This maintenance and support service provides on-going
telephone support, bug fixes, and upward migration to new releases for custom
software.
14.1.3 SunGard retains ownership of all custom-developed software and may, at its
discretion, include the software in future releases of standard products.
14.2 SunGard Responsibilities
14.2.1 SunGard will provide a written cost estimate for the work to be performed subject
to a not-to-exceed 10% variance.This estimate will be based on mutually agreed
to specifications.
14.2.2 SunGard will install the software or provide instructions for Customer installation.
14.2.3 SunGard will provide telephone instruction in the use and features of the custom-
developed software.
14.2.4 SunGard will provide standard programmer documentation.
14.2.5 SunGard will test all modifications for anticipated conditions using test data or
data provided by the Customer.
14.2.6 SunGard will provide source code for all custom-developed programs.
14.2.7 SunGard will warrant software to perform as documented in the written
specifications.
14.2.8 SunGard will provide phone and technical support as well as any additional
programming to implement the custom-developed software in a minor release of
a standard application software product.
14.3 Customer Responsibilities
14.3.1 Customer will review SunGard-provided specification documents for errors and
omissions. After programming has started, project changes due to policy
change, or incomplete, or erroneous specifications may increase the cost of the
project.
14.3.2 Customer will test all custom-developed software after installation on the
Customer's hardware before running in a "live"production environment.
Customer Name: City of Palm Springs,CA 17
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14.3.3 Customer will reimburse SunGard for all reasonable travel and living expenses if
a site visit is required.
14.3.4 Customer will retain a copy of the modified source code on the Customer's
system in the event future modifications are required.
14.4 Acceptance and Payment - Customer shall have a 45-day period immediately following
delivery of the custom programming project to test and verify that it functions in
accordance with the specifications. Any defects identified by Customer shall be reported
to SunGard for review and correction. If no defects are reported, payment is due at the
end of the 45-day testing period. If defects are discovered and reported to SunGard,
payment is due as soon as defect(s)are corrected.
15. OTHER PROVISIONS
15.1 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 Palm Springs, 3200 Tahquitz Canyon Way,
Palm Springs, CA 9226Z Attention: Craig Graves, CCMT. SunGard's address for
notices is SunGard Pentamation Inc., 3 West Broad Street, Suite 1, Bethlehem, PA
18018 Attention: Contract Administration. 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 15.1.
15.2 Parties in Interest.
15.2.1 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.
15.2.2 Customer shall not assign this Agreement or any of its rights hereunder, nor
delegate any of its obligations hereunder, without SunGard's prior written
consent, except that such consent shall not be required in the case of an
assignment to (i) a purchaser of or successor to substantially all of
Customer's business (unless such purchaser or successor is a software, data
processing or computer services vendor that is a competitor of SunGard, its
parent company or any of its Affiliates) or (ii) an Affiliate of Customer,
provided that the scope of each license granted under this Agreement does
not change and Customer guarantees the obligations of the assignee. Any
assignment by Customer in breach of this Section shall be void.
15.2.3 Any express assignment of this Agreement, any change in control of
Customer, any acquisition of additional business by Customer (by asset
acquisition, merger or otherwise by operation of law), and any assignment by
merger or otherwise by operation of law, shall constitute an assignment of
this Agreement by Customer for purposes of this Section 15.2 ("Customer
Assignment"). Customer shall give written notice to SunGard at least thirty
(30) days before a Customer Assignment certifying the expected use of the
Software to process any additional business related to such Customer
Customer Name: City of Palm Springs,CA 18
Contract#: 9/04-MA165
Assignment ("Additional Business"). If any Customer Assignment occurs,
Customer may continue to process its business to the extent it existed before
such Customer Assignment, but Customer may not use the Software to
process any Additional Business until and unless Customer has paid to
SunGard an Additional Business fee, to be negotiated at the time of the
Customer Assignment. Any use of the Software to process any Additional
Business before 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.
15.3 Export Laws and Use Outside of the United States. Customer shall comply with the
Export Laws. Customer shall not export or re-export directly or indirectly (including via
remote access) any part of the Software or Confidential Information to any Applicable
Jurisdiction to which a license is required under the Export Laws without first obtaining a
license.
15.4 Relationship. The relationship between the parties created by this Agreement is that of
independent contractors and not partners,joint venturers or agents.
15.5 Entire Understanding. This Agreement, which includes and incorporates the
Appendices, and any other schedules, exhibits and addenda hereto states the entire
understanding between the parties with respect to its subject matter, and supersedes all
prior proposals, marketing materials, negotiations and other written or oral
communications between the parties with respect to the subject matter of this
Agreement.
15.6 Conflicts. In the event of any conflict between this Agreement and the Appendices, the
terms of the Appendices shall govern.
15.7 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. This
Agreement may not be modified or amended by electronic means without written
agreement of the parties with respect to formats and protocols. 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.
15.8 Audit. 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 copies of the Software and Documentation in Customer's possession, the
Scope of Use and information pertaining to Customer's compliance with the provisions
of Sections 1.1, 5.2, 8.2, 8.3 and 15.2. If SunGard discovers that there is an
unauthorized Scope of Use or that Customer is not in compliance with the provisions of
Sections 1.1, 5.2, 8.2, 8.3 and 15.2 in any material respect, then Customer shall
reimburse SunGard for the expenses incurred by SunGard in conducting the audit.
15.9 Severability. A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the other provisions of this Agreement.
15.10 Headings. Section headings are for convenience of reference only and shall not affect
the interpretation of this Agreement.
Customer Name: City of Palm Springs,CA 19
Contract#: 9/04-MA165
15.11 Negotiated Terms. The parties agree that the terms and conditions of this Agreement
are the result of negotiations between the parties and that this Agreement shall not be
construed in favor of or against any party by reason of the extent to which any party or
its professional advisors participated in the preparation of this Agreement.
15.12 Personnel. Customer shall not, directly or through one or more subsidiaries or other
controlled entities, hire or offer to hire any programmer, trainer or member of a data
processing, customer support or conversion team of SunGard at any time when such
Person is employed or engaged by SunGard or during the six (6) months after such
SunGard employment or engagement ends. For purposes of this provision, "hire'
means to employ as an employee or to engage as an independent contractor, whether
on a full-time, part-time or temporary basis. This provision will remain in effect during
the term of this Agreement and for a period of one (1) year after termination of this
Agreement. In the event such activity occurs, Customer will pay to SunGard damages in
the amount of$50,000.
15.13 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 Commonwealth 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 15.1, 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.
15.14 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the
same instrument. If this Agreement is executed via facsimile, each party hereto shall
provide the other party with an original executed signature page within five (5) days
following the Execution Date of this Agreement.
15.15 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF CALIFORNIA
EXCLUDING CHOICE OF LAW; PROVIDED, HOWEVER, THAT THE TERMS OF
ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON OR
SIMILAR TO THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT
DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM
STATE LAWS SHALL NOT APPLY.
15.16 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 similar Agreements whereby other governmental entities
may contract separately with SunGard.
Customer Name: City of Palm Springs,CA 20
Contract#: 9/04-MA165
APPENDIX I - LICENSED SOFTWARE
...........
Financial Accounting $0 $4,820 2.0 6.0 $9,600
line).:Genera)Lodger,Project Accounting,Budgeting,
Purchasing,Accounts Payable)
Fixed Assets 0 1,000 - 1.0 1,200
Regulatory Software- Class C (4) 12,025 2,775 - 1.5 1,800
Implementation Planning N/A N/A 1.0 1,500
Application Management NIA N/A 0.5 600
Total Without Optional Items: $12,025 $8,595 3.0 9.0 $14,70o
* First year maintenance and support included at no additional cost. Existing Government Resource Series (GRS)customers migrating to the PLUS SERIES
(PS)will be charged the annual maintenance amount shown in the Year 2 Maintenance column in the first year for all migrated applications which are indicated
by$0 license fee,starting in the month that training begins. Any unused maintenance for the GRS applications will be credited.
FlyancePLUS Footnotes:
I Please see attachment for Regulatory software detail.
FinancePLUS requires the availability of a.ANSI compatible"C"compiler.
CotCtmUnt£yA A '
. ...... ......
Flays: says, Coat
Central Receipting 0 800 0.5 0.5 1,200
Miscellaneous Billing 0 1,400 0.5 1.5 2,400
Business Licensing (Includes Business Tax) 0 1,900 1.0 4.0 6,000
Implementation Planning N/A N/A 1.0 1,500
Application Management N/A N/A - 1.0 1.200
Total Without Optional Items: $0 $4,100 3.0 7.0 $12,300
* First year maintenance and support Included at no additional cost. Existing Government Resource Series (GRS)customers migrating to the PLUS SERIES
(PS)will be charged the annual maintenance amount shown In the Year 2 Maintenance column in the first year for all migrated applications which are indicated
by$0 license fee,starting in the month that training begins. Any unused maintenance for the GRS applications will be credited.
CommunityPLUS requires the availability of an ANSI compatible"C"compiler.
Additional Training Notes:
The training fee for the above applications is$1 200 per day plus travel related expenses Some training sessions maybe accomplished via the internet thereby
reducing travel and living expenses.
Training days are based upon an eight hour day,which includes setup time.
Should additional daily time be needed for implementation assistance beyond the standard eight hour day,this can be scheduled with the trainer for the standard
training rate of$150/hour.
Any training required beyond those days indicated above will be performed at the then standard per them or hourly training rate.
Training day counts are based an a maximum class size of 16 individuals(eight desktops with two individuals per desktop).
Any training scheduled more than 18 months after the execution date of this agreement will be at our then standard per them rate.
The schedule for the above training services will occur as mutually agreed by SunGard and Client and as documented in a training agenda that will be sent to the
Client SunGard's cancellation policy requires a 21-day advance notice to cancel scheduled training.Cancellations within 6-21 days of the scheduled service will
he invoiced at 50%of the total quoted service cost. Cancellation within 5 days,or on the scheduled date,the service will be invoiced at 100%of the quoted cost.
For any cancellation of on-site services,any non-refundable travel expenses will be invoiced to your organization at cost.
City of Palm Springs, CA
9/05-MA165
Bundle 1 -2 named users(1) $0 $981
Total Without Optional Items: $0 $981
First year maintenance and support included at no additional cost.
See following section for Cogrias training days and costs.
1 Includes 2 named users of Impromptu User,7 Impromptu Runtimes,and I copy of Impromptu Administrator.
A"named user"means an Individual who is authorized by the customer to use the software irrespective of whether that individual is logged on to the customer's
Intranet. Tharp is no obligation to identify a"named user" by name. "Impromptu Runtime" means a contractually limited user version of Impromptu user with
fixed, frozen catalogs which permits a user to view and print pre-defined reports but does not permit a user to alter existing reports or create new reports.
Impromptu requires a NT or Novell sewer. Recommended minimum for the desktop is 96mb of memory and 100 MHz.
Cognos software is licensed by Pentamation to the customer for use only with Pentamation applications and/or applications developed by the customer which
utilize Pentamation application data.
Telephone support for Cognos products is provided to the customer by Pentamation. License and/or maintenance agreements do not entitle the customer to
access any Cognos technical support facility directly via either telephone or other means of communication.
FlnancePLUS 2.0 $1,200 $2,400
CornmunityPILLIS 2.0 1,200 2,400
Total Without Optional Items: 4.0 $4,800
Training quoted is for the Impromptu product and Impromptu Web Reports (IWR). If Powei-Play training is desired, it would he offered at our regular per them
rates.
Lice
A
Informix IDS WE V7 Server License from SEV7 tradeup
LIC+SW Maint 12-months 1 237
Informix IDS WE V7 Concurrent Session from SEV7
tradeup LIC+SW MaInt 12-months 29 3,770
Four J's Concurrent User License 30 8,550 1,950
Four Ts Server Compiler (9) 1 6,080 1,060
Total Without Optional Items: $18,637 $3,030
First year maintenance and support included at no additional cost.
Requires one per installation. A single user for the Four J's sewer compiler meaning that only one user can run the Four Ts compiler at a given time. The
site is not limited to a"named user". The number of users is determined by concurrent usage of the compiler only;multiple programmers can do program
development work.
Macintosh clients require either a Virtual PC emulator or a Four-J's client installed under Citrix. Costs are dependent on the number of Macintosh clients
required.
City of Palm Springs, CA
9/05-MA165
APPENDIX 2 - IMPLEMENTATION SERVICES
X MfgratI A I t d 0 dlne n
Migration $15,000
Total: $15,000
Pentamation assigns each migration client Implementation Coordination Resources for each product area,stationed at Pontamation, to be the customer's
focal point of contact during the implementation of our products.
Migration analysis and coordination services will be provided at a cost of$15,000. These services will include the following:
1 Develop and review with customer a preliminary implementation plan for the products and services outlined above.
2 Internal project coordinator of Pentarration Implementation,custom programming,engineering,and other staff resources.
3 Review and analysis of Government Resource Series and PLUS SERIES comparative features and functionality.
4 Review,analysis,and detailed specifications of hardware and system software requirements.
FinancePLUS Windows Version
Requires a database of MS-SQL or IBM Informix.
Requires a Domain Controller with Active Directory when Implementing a Windows Operating System on the Server.
eFinancePLUS Web Version
Requires a database of MS-SQL or IBM Informix.
Requires a Domain Controller with Active Directory when implementing a Windows Operating System on the Server.
Web Server;
OS Platform: Microsoft Windows Server 2003 Standard
Workstations:
Client PC Minimum Requirements
OS Platform: Win2K Professional, WinXP Professional
CPU: 1.8GHz or greater
Memory: 256 meg RAM
OS Add-on:
City of Palm Springs, CA
9/05-MA165
. . .... .... . .... ... ...
s Systems . ...
........... ... ....
ammum pill'
Requires adatabase of MS-SQL or IBM Informix or Oracle.
Requires a Domain Controller with Active Directory when implementing a Windows Operating System on the Server.
RSHD from Denicomp Systems for mailmerge.
City of Palm Springs, CA
9/05-MA165
Hardware/Services
Licenses
1 SCO OpenServer Enterprise Base License 5.0.7 (5-user)
1 SCO 25-user License
1 SCO OpenServer Development System 1,399.00 1,399.00
1 SCO 5.0.7 Media Kit 11199.00 1,199.00
599.00 599.00
Services 99.00 99.00
(Host&Client)
1 Installation and Setup Services
(1)System Setup,Burn",System Test...Install and 10,750.00 certify system and network m customers site 10,750.00
(1)Installation and Setup of SCo(Unix)
(1)Installation and Setup of Database
(1)Installation and Setup of Financial Applications
(1)Installation and Setup of Community Applications
(1)Installation and Setup of 4Ps
(1)Installation and Setup of Optio
(1)Migrate data and/or Recompile
Hardware/Services
i -
Freight and Handling
1 Freight and Handling
11000.00 1,000.00
Sub Total
First Year Maintenance $0.00 $15,046.00
TOTAL
50.00
$15,046.00
APPENDIX 4 - MAXIMUM SUPPORT HOURS
FinancePLUS Hours
Financial Accounting 22
(Incl.:General Ledger,Project Accounting,Budgeting,
Purchasing,Accounts Payable)
Fixed Assets 10
Regulatory Software- Class D (4) 15
Total 47
CommunitvPLUS Hours
Central Receipting 10
Miscellaneous Billing 10
Business Licensing (Includes Business Tax) 10
Total 30
APPENDIX 5 - PAYMENT SCHEDULE
1 PLUS SERIES Software License $12,025
25%due upon contract execution $3,006
75%due 90 days after contract execution 9,019
2 Third Party Software 18,637
25%due upon contract execution $4,659
75%due 90 days after contract execution 13,978
3 Application Training/Additional and Supplemental Training 31,800
Due monthly as incurred;schedule to be mutually agreed between SunGard and Customer
4 Migration Coordination 15,000
Due upon contract execution
5 Travel and Living Expenses (Estimated) TBD
Due monthly as incurred
6 Hardware and System Support Software 15,046
including Installation and Integration
100%due upon delivery
TOTAL: 92,508
Annual Maintenance and Support $16,706
Will be invoiced in accordance with the fees as set forth in Appendix 1.
APPENDIX 6 - REGULATORY SOFTWARE
REGULATORY SOFTWARE
Q
The following programs/reports are included with the PLUS SERIES Financial System:
Federal Requirements:
Federal941 Report
Calculate Tax on Group Life Insurance Over$50,000
Financial Report Writer
1099 Reporting
1099-Misc
1099-R(retirement)
1099-Int
1099-G
W2 Processing
EE04 Report
FLSA Processing
State Requirements:
Quarterly Wage and Withholding Report(DE6)
California State New Employee Registry
California Multiple Worksite Report
California PERS Reporting
State Tax Withholding Calculation
California PARS Report
Independent Contractor's Report
Note:The output provided for these reports includes data and totals,supported within the application software,which are required
by your organization to complete the mandated government form. This data will be formatted correctly for electronic submission
when the state or federal agency requires electronic submission.
Y
APPENDIX 7
SYSTEM ADMINISTRATOR JOB RESPONSIBILITIES
Effective System Administration is the key to a successful installation and smooth on-going system operation.
System Administration personnel will be the focal point for communications between your organization and
SunGard, and will handle the daily operation of the system.
System Administrative personnel should have or possess the potential to develop the following
knowledge and skills:
- General understanding of computer systems' architecture and configurations; recognizing such pieces
of hardware as CPU, memory, peripherals, scanners, etc.
- Understands general computer concepts such as relational database, operating systems, application
software, word processing, and fourth generation languages.
- Excellent verbal and written communication skills with administrators, programmers, and system
maintenance personnel.
- Understands the importance of data integrity and security(file backups and password control).
- Understands what your organization requires from each application.
Customer System Administration responsibilities include, but are not limited to, the following:
Operating System Administration:
- Sole responsibility for communications with SunGard Support personnel.
- Provide first level support to end users.
- Upgrade system software in conjunction with SunGard and the computer hardware manufacturer.
- Manage workload effectively.
- Train new staff on software packages.
- Train department personnel to use Report Writer.
- Maintain Documentation.
- Diagnose and resolve minor hardware problems,
Configure and maintain PC Customer software.
Monitor operating system and modify operating system parameters as required.
* Monitor hardware reliability, check error logs, and initiate corrective action when warranted.
Add, delete, archive, and maintain configuration of users (for example, to access specific software
packages), and maintain user environments.
Create print queues or virtual printers.
Configure communication port(s).
Set or modify IP address.
Develop backup strategy, setup backup procedures, verify backups and restore files or file systems as
required.
Perform backups.
Maintain on and off site storage of backup media.
* Create and maintain cron jobs or other batch processes.
Create and maintain printer configuration and setup.
Maintain access to server(s)for support(i.e., Internet and backup modem access).
* Monitor system performance and tune operating system parameters for maximum efficiency.
* Monitor disk and file system utilization/permissions and adjust to meet site requirements.
* Create or modify default gateway.
Verify software licensing.
Maintain currency on support agreements.
* Install operating system patches.
Install, configure and Maintain Sendmail.
Install microcode or firmware updates as required.
Install/reinstall operating system as required.
Recompile applications as required.
Evaluate application software utilization and setup.
Database Administration
* Maintain database security and access/permissions.
* Backup and restore specific databases or entire database environment.
* Backup and restore specific tables within database(s).
* Import or export databases as required.
* Perform checks for data consistency.
* Monitor and modify data allocation.
* Monitor database performance and adjust as required.
* Add DB space.
Create test(or other special purpose) databases as required.
* Verify software licensing.
Maintain currency on support agreements, software licensing and documentation.
Install/reinstall database software as required.
System Security
- Ensure data and equipment security(physical and electronic).
- Monitor system access via modem or Internet.
* Investigate attempted security breaches.
* Monitor application software utilization and setup to ensure authorizations are administered correctly.
Monitor file and database permissions and accounts.
SunGard offers telephone support agreements for operating system, database and utility software packages
to assist the Customer system administrator in the execution of basic and advanced administrative functions.
For Customers who contract with SunGard for these services, we will provide additional assistance (via
remote: Internet or dial access) for the basic functions designated with an asterisk (*) in the above list for the
first six months subsequent to installation (operating system, database software, utility software, application
software) by SunGard. After six months, Customers who do not contract with SunGard for Remote System
Administration Services will be invoiced on a per-call basis when SunGard is required to perform basic
administrative tasks via remote access on behalf of the Customer system administrator.
APPENDIX 8
GOVERNMENT RESOURCE SERIES (GRS) TO PLUS SERIES (PS) MIGRATION
A. Identification of Functional Requirements
1 Although the PLUS SERIES software applications are being used successfully in a live environment
at many customer sites across the country, there is some functionality which was provided in the
Government Resource Series software which is not available in the new PLUS SERIES software.
See Section D for a list of these features. For your reference, Section E lists features which are
provided in PLUS SERIES software which were not available in Government Resource Series
software. The purpose of the Customer identification of functional requirements is to verify that the
software will meet all of your requirements and to identify areas which may require procedural
changes or custom modifications.
2 Customer acknowledges they have reviewed the list and notified SunGard of any issues. Customer
will sign the Functional Requirements Checklist for each application noting any issues that were
encountered and return to SunGard no later than 30 days prior to live processing. In the event that
the Functional Requirements Checklist is not returned to SunGard, Customer acknowledges that
there are no issues with regard to this item.
B. iCustom Procirammincl/Reports
Due to the design differences (database structure, program logic, etc.) of the Government Resource
Series and PLUS SERIES applications, previous Government Resource Series custom modifications
cannot be automatically converted into the PLUS SERIES applications. If required, previous
Government Resource Series custom modifications can be rewritten for the PLUS SERIES at a cost
which will be identified and addressed as follows:
1 For Financial and Community, Customer will contract with SunGard for two to five days of technical
consulting to determine the extent of custom modifications required. Consulting services will be
provided at our current hourly rate.
2 Customer will be responsible to review current custom software and custom reports to identify any
custom modifications which will be required for the PLUS SERIES product. Customer will provide
SunGard with written detailed requirements on a Request for Custom Programming Enhancement
form.
3 Customer will determine based on the preliminary estimate whether or not to proceed with a custom
modification. Return of the preliminary estimate signoff is SunGard's authorization to prepare
detailed specifications.
4 Customer will approve the detailed specifications indicating that the modification proposed will meet
the requirement.
5 Customer will test any modifications in a test environment within 30 days of receipt to determine that
the project performs according to the agreed upon specifications. Note that this testing must occur in
a test environment to eliminate the possibility of causing data corruption with the newly written
modification.
6 The PLUS SERIES Systems use standard forms (such as checks, bills, etc.) which are different from
the Government Resource Series software. These include:
Fund Accounting
AP Checks
Purchase Orders
Miscellaneous Billing
Invoices
Statements
Business License
Business Licenses
Invoices
Business License Tax Returns
Delinquent Tax Notices
Business License Applications
Cash Receipting
Receipts
Customer must decide whether to request a custom modification so they can continue to use the
existing form stock or whether to use the PLUS SERIES standard format. If a custom modification
is required, the steps above should be followed.
C. User Developed Reports
Due to the design differences (database structure, program logic, etc.) of the Government Resource
Series and PLUS SERIES applications, Customer will need to rewrite any Government Resource Series
user-defined reports that will be required for the PLUS SERIES product. This includes but is not limited
to IQ and Ace reports. SunGard resources can be made available to assist with this effort on a time and
materials basis.
D. Features in Government Resource Series NOT in PLUS SERIES
This list is provided for your information and to assist you with determining areas of the software which
may need to be included in your testing. We have attempted to identify features that we provided in the
standard Government Resource Series software which are not included in PLUS SERIES applications.
There may be additional features which have been overlooked.
Fund Accounting
1 Expenditure comparison report—sort window
2 Revenue and Expenditure Status Query—summarize
3 Discount balance on encumbrance screen
4 Pooled Cash Ledger
5 Ability to close a period and/or year
6 Ability to exclude accounts with zero balances on reports
Purchasing
1 PO Type field
2 Distribution table on Requisitions and POs
3 Commodity table—taxable flag, asset flag, search name, account and project account
4 Vendor on each line item of requisition
5 Store vendor product code
6 Requisition and Purchase Order Allocation report
7 Summary mode for PO posting
8 Blanket PO
Budget Preparation
1 Calculate future year budget based on approved budget
2 Calculate benefits remaining for current year
3 Refine Budget Worksheet—display account title
Fixed Assets
1 No items identified
Miscellaneous Billing Miscellaneous Receivables)_
1 No items identified
Business License
1 No items identified
E. Features in PLUS SERIES NOT in Government Resource Series
General / Financials
1 Single database
2 Improved Security (views)
3 Menu Manager— add custom features
.4 Reports to screen, file, printer or alternate printer
!i Improved user-defined screen
6 Graphical presentation
7 Enhanced navigation and usability
13 Shortcuts for Favorites
9 Ability to attach documents to records
'10 Ability to drop reports into Microsoft Word
'11 Ability to drop some reports into Microsoft Excel
'12 Drop results of search list into Microsoft Excel or email
13 Advanced search capability
114 Spell checking capability on notes
Fund Accounting
1 Organization— 10 levels
2 Year specific Organization Chart
3 16 characters for lowest level of organization
4 Organizational levels need not be hierarchical
5 Optionally pre-encumber requisitions
6 Multiple payable addresses
7 AP Checks by Invoice, PO, Batch
8 JE Report
9 Batch budget transfer
10 Optional user-defined account entry window
11 Delete inactive vendors
12 Clear checks by date
13 Document control number
14 Prior year organization field
15 Vendor address—separate city, state fields
16 Use tax functionality for vendor payments
17 Override vendor number auto-assign
18 Vendor by commodity class
19 Designate employees as vendors
20 Discount report
21 Additional control accounts in profile
22 Vendor Audit report
23 Close to Fund Balance
24 Ability to lock database during check processing
25 User specified sort and totals on some reports
26 Option -"warn" or"require" receipt of goods prior to payment
27 Fixed Assets interface includes check number
28 Automatic "inter-fund" balancing of JE's
29 User select default of partial/final flag in AP entry
30 Additional security resource to add or delete a vendor
31 Control overpayment of an invoice by a percentage and/or an amount
32 Detailed warehouse charge option in expenditure audit trail
33 Link organizations to a project
34 Inactivate expenditure accounts
35 Option to start "new year"journal entries with a user-defined number
36 Allow system to automatically assign number to budget transfers and start new year with a user-
defined number
37 Option to default vendor, invoice number, invoice date, and due date from previous transaction
within no PO payment menu selection
38 Ability to disallow by yes/no flag the usage of the account in requisition/PO charges, payroll charges,
and warehouse charges
39 Automatically record system-voided checks and reflect all voided checks in AP check register
40 Sounds like look up on vendor name
41 Configurable Check Reconciliation File Processing
42 Multiple account ranges for Fixed Assets
43 Eight reporting levels in Project Accounting
44 Viewjournal entry, purchase order and payroll detail from Transaction display
Purchasing
1 Commodity table—bid information
2 Two alternate approvers
3 Item approval
4 Can add items to existing PO
5 Next year requisitions and PO's
6 Improved query capability
7 Specify fixed assets by account range
8 Location code or organization for approval
9 Change vendor on PO
10 Print date of change order on the change order
11 Reprint purchase order with change order information included - optional
12 Modify unit of measure and stock number in change option
13 Support a separate auto-number series for next year PO's
14 Integrate change orders in reports and displays
15 Distribute requisition, PO, and change order items by quantity
16 Vendor quotes
17 Option -set length of requisition and PO numbers and zero fill
Budget Preparation
1 Ability to freeze at a defined level—Department, Recommended and Approved
2 User specified sort on some reports
3 Eight reporting levels in project accounting
Fixed Assets
1 GASB34
Cash Receipting
1 Centralized Receipting capability
2 Common report viewer for all print options that allows the user to view reports on the screen
Business License
1 Common report viewer for all print options that allows the user to view reports on the screen
Miscellaneous Billing
1 Support of centralized receipting
2 Common report viewer for all print options that allows the user to view reports on the screen
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DELL QUOTATION
QUOTE #: 260305437
Customer#: 5039689
Contract#: N39913654
CustomerAgreement#: NASPOIWSCA #A63307
Quote Date: 12/6/05
Date: 12t6105 10:19:41 AM Customer Name: CITY OF PALM SPRINGS
TOTAL QUOTE AMOUNT: $6,004.52
Product Subtotal: $6,572.64
Tax: $431.88
Shipping S Handling: $0.00
Shipping Method: Ground Total Number of System Groups: 1
GRGUP: 1 QUANTITY: 1 SYSTEM PRICE: $5,572.64 GROUP TOTAL: $5,572.64
Base Unit: 3.4GHz/2MB Cache,Xeon,800MHzFront Side Bus for PowerEdge 2850(221.7959)
Processor: 3.4GHz/2M6 Cache,Xeon,800MHzFront Side Bus,2nd processor for PowerEdge 2850(311.4847)
Memory: 4GB DDR2 400MHz(2X2GS),Dual Ranked DIMMs(3113593)
Keyboard: Dell Qufetkey USB Keyboard NMB(310-5'542)
Monitor: No Monitor Option(320-0058)
Video Memory: Rlser,ROMB,PCI-X,PE2850(3203977)
Hard Drive: 4X146GB,U320,SCSI,IIN 10K PE2850(341.1314)
Hard Drive Controller: Embedded RAID-PERC4 Embedded Integrated(3414506)
Floppy Disk Drive: 1.44MB Floppy Drive(341-1308)
Operating System: No Operating System,Microsoft(420.4077)
Mouse: USB 2-button Mouse,PE(310.5545)
NIC: Dual On-Board NICS ONLY(4303991)
CD-ROM or DVD-ROM Drive: 8X DVD-ROM(313-2691)
Sound Card: Bezel for PE2850(313-2593)
Speakers: 1x8 Hard Drive Backplane PE2850(311-4282)
Documentation Diskette: Electronic Documentation and OpenManage CO Kit,PE2850(310.5474)
Additional Storage Products: 14SGB,U320,SCSI,11N 10K.PE2850(341-1306)
Feature MRS,ROMB RAID 5,Drives attached to PERC4eI,PE2850(341-1356)
Feature NO RAILS INCLUDED(310.6915)
Service: Premier Enterprise Support-Complex Resolutions w/AdvancedSoftware Support.3 Pack-Exp.
3 Years(950-0227)
Service: Type 2 Contract Same Day 4HR Parts and Labor On-Site Response,lnitial Year(902.4600)
Service: Type 2 Contract Some Day 4HR Parts and Labor On-SKe Responae,Two Years(90232a2)
Service: Premier Enterprise Support-SILVER-Premium Services 3 Years(902-7362)
Service: Thank You for buying Dell(983.2207)
Service: Please visit WWW.DeILCOM(983.2217)
Installation: On-Site Installation Declined(900.9997)
Misc: Redundant Power Supply With Straight Cords,No YCord PE2850(310.6463)
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Page 2 of 2
I SALES REP: I RYAN SPARKS I PHONE: 11800.901-3355 I
I Email Address: Ryan_Sparks@Dell.com Phone Ext: 7282726
For your convenience,your sales representative, quote number and customer number have been
included to provide you with faster service when you are ready to place your order. Orders may be
faxed to the attention of your sales representative to 1-866-W-0532.You may also
place your order online at ww_w del comLquste
Unless you have a separate agreement with Dell,the terms and conditions found at
http://ftpbox.us.dell.comlsig/resellers/resellortcs.htm shall govern the sale and resale of the Products and
Services referenced in this quotation.
Prices and tax rates are valid in the U.S. only and are subject to change.
"*Sales(use tax is a destination charge, he.based on the "ship to"address on your purchase order.
Please indicate your taxability status on your PO.if exempt,please fax exemption certificate to
Dell Tan Department at 888-863-8778, referencing your customer number.
If your have any questions regarding tax please call866-433-9019. "*
All product and pricing information is based on latest Information available. Subject to change without
notice or obligation.
LCD panels in Dell products contain mercury, please dispose properly.
Please contact Dell Financial Services'Asset Recovery Services group for EPA compliant disposal
options at US�_DelL.ARS—Requests@defl.com. Minimum quantities may apply.
Shipments to California: For certain products,a State Environmental Fee Of Up to$10 per item may be
applied to your invoice as early as Jan 1,2005. Prices In your cart do not reflect this fee. More Info: or
refer to URL www.dell.com/environmentalfee
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