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HomeMy WebLinkAbout03908 - PENTAMATION ENTERPRISES FINANCIAL SYS MO 6100 PP.`M S City of Palm Springs ^ Office of the City Clerk (760) 323-8205 ♦ ♦♦.a1M1V c4 t,FO�N`* MEMORANDUM Date: From: City Clerk QQ AGREEMENT# A 33 0 U Please let us know the status of the above agreement, and if it may be closed. TERMINATION DATE OF AGREEMENT: STATUS: COMPLETED: REMAIN OPEN UNTIL: Date & Initials -� CLOSE AGR A""" 7— /l� Signature r Pentamation Enterprises, Inc. Integrated Financial System • AGREEMENT #3908 M06100, 2-18-98 CIFY OF PALM SPRINGS ---- -- CONTRACT SERVICES AGREEMENT FOR INTEGRATED FINANCIAL SYSTEM THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and entered into this lath day of February, 1998, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and PENTAMATION ENTERPRISES, INC., (herein "Contractor"). (Tbe term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Statement of Work" attached hereto as Exhibit "A" and incorporated herein by this reference, which ,services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality,fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rulers, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify,defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a)has thoroughly investigated and considered the scope of services to be performed, (b)has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, FSM76N999993000al6 4.2 6114M R.vi" : UM7M 1 11 {{ studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Any consent or approval required of either party under this Agreement shall not be unreasonably withheld or delayed. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i) the Contract Sum, and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000;whichever is less, or in the time to perform of up to one hundred eighty(180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,which are made a part hereof are set forth in the "Contractor Proposed Equipment and Software List", attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the"Schedule of Compensation"attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Three Hundred and Eleven Thousand, Two Hundred and Forty-Six Dollars ($311,246.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment,no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Contract Administrator, an invoice for services rendered prior to the daite of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. r521276M99999-300�R16 4.2 6114M acvixd: M7/" 2 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Implementation and Cutover Plan", attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. FSYt76N9999?30pOM6 4.2 61141% im�: M7M 3 4.3 ProhibitionAgainstSnbcontractingorAssignment. The experience,knowledge,capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the(transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either (i)a combined single limit of$1,000,000 for bodily injury, death and property damage or (ii) bodily injury limits of$500,000 per person, $1,000,000 per occurrence and$1,000,000 products and completed operations and property damage limits of$500,000 per occurrence. If the Contract Sum is greater than$100,000, the policy of insurance shall be in an amount not less than $5,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any FS]/WM999993009M1 4.2 W14W Rv�: U17M 4 injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either(i)bodily injury liability limits of$500,000 per person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and $500,000 in the aggregate or (ii) combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insuranace. Policies of such other insurance,including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compensation Insurance nor the]Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty(30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice: "CANCELLATION: Should any of the above described policies be canceled before the expiration dated thereof, the issuing company shall mail advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations,errors, omissions or liabilities,(herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision,covenant or condition of this Agreement, whether or not there is concurrent: passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City,and in connection therewith: rS2273A99933-3W02ll 4.2 W14M R.vi.d; M7M 5 (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City,its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with the beginning of work by Contractor,as provided in the Schedule of Performance, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies gwdified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Director of Administrative Services or designee of the City("Director of Administrative Services") due to unique circumstances. In the event the Director of Administrative Services determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Director of Administrative Services; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Director of Administrative Services to the City Council of City within ten (10) days of receipt of notice from the Director of Administrative Services. 6.0 REPORTS, RECORDS AND OTHER MATERIALS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City, is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and.free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make F=76M99999-3WU216 4.2 &14W R !v d: 0 17M 6 records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications,reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Contractor will retain ownership and all proprietary rights to its computer software and the documentation relating thereto, including any modifications or enhancements developed for the City. The City shall have the right to use such software for its own use in accordance with the terms of Contractor's Software License Agreement. 6.4 Release of DocumentIs. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 6.5 Licensed Products. Certain products provided by Contractor to City under this Agreement are subject to the License Agreement attached hereto as Exhibit "E", as further set forth therein. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts FM764W99N-3000216 4.2 W14M R.vi : nl7m 7 or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. In no event,however, shall either party be liable to the other for indirect,special, consequential,punitive or exemplary damages resulting from a breech of this Agreement. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ZERO ($_-0- )liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Implementation and Cutover Plan", attached hereto as Exhibit "D". The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of .any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any products delivered and services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. FSM76999999-300021C0684.2 &14M Mc!i : OV17M 8 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may,after compliance with the provisions of Section 7.2, take over the work and prosecute the same; to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall he deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall he personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Aeainst Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743,Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. F=6N999993000R16 4.2 04M acv; 02/17M 9 9.2 Interoretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration:Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may he amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF P ATTEST: a mu 'opal corporation 4,, By; Q City Clerk C ty Manager APPROVED AS TO FORM: y CONTRACTOR: �� yc� �i OAttoruey By: Name and Tote By: Don V. Appleton, President Name and Title r Address:_225 Marketplace //j'fp 11r' Bethlehem, PA 18018 FSM76N99999-W/216 4.2 61141% acv : M71" 10 Exhibit"A" Statement of Work 1. Software License and Implementation Services. Contractor grants to City and the City accepts, a non- transferable and non-exclusive license to use the computer software programs listed in Exhibit"B"("Contractor Proposed Equipment & Software List") of this Agreement on City's computer system(s) as identified in Exhibit"B" ("Contractor Proposed Equipment& Software List"). The licensed software programs and related written materials are hereinafter collectively referred to as the "Licensed Systems". Unless the source code is purchased by City under the terms of this Agreement, this license is for the use of object code programs only. Contractor also agrees to provide the computer software implementation service identified in Exhibit "D" ("Schedule of Implementation & Cutover Plan"). The terms and conditions under which the software license and implementation services are provided are set forth in Exhibit"E"("License Agreement"). 2. Sale and Installation of Equipment. Contractor hereby agrees to sell to City and City agrees to purchase the equipment identified in Exhibit "B" ("Contractor Proposed Equipment & Software List"). The terms and conditions for the sale of the equipment are set forth in Exhibit"C"("Schedule of Compensation"). Support and Maintenance Services. Contractor hereby agrees to provide or cause to be provided to City and City hereby agrees to pay for the computer hardware and/or software support and maintenance services which are initialed by City below. NOTE: All maintenance support,both hardware and software,is available 8:30 a.m.to 5:00 p.m.PST, Monday through Friday,excluding Contractor's honored holidays. _X_ Application Software Maintenance Support _X_ Operating System and Layered Software Support-Basic Operating System and Layered Software Support-Extended Operating System and Layered Software Support-Self Basic Hardware Maintenance X Extended Hardware Maintenance Optional Hardware Maintenance _ Carry-In Hardware Maintenance _X_ Off-Site Hardware Maintenance X Telephone Support Services Application Software Maintenance and Support A. Services to be Provided by Contractor 1. Provide standard product enhancements when and as the same are developed by Contractor; Contractor shall distribute to City one copy of such product enhancements or corrected programs as soon as it is available. City shall be responsible for incorporating such enhancements in each copy of the applicable Software licensed by City. Provide programming modifications mandated by changes to existing federal and state regulations in effect as of the date of the original Software License Agreement, for all reports and associated processing that can be provided within the intended capabilities of the product for the Payroll retirement and tax functions, and state financial reporting, if applicable. Reports will be provided that use data supported within the applications software, and they will provide all necessary data and totals required to complete government-mandated forms. If required, programs to transfer data to tape media will be provided. 11 Exhibit"A" Statement of Work 3. Provide assistance to City in the use of Contractor Application Software via telephone inquiries to Contractor's designated software support offices up to the maximum number of hours per application as listed in Exhibit "A" ("Statement of Work", page 4, "Direct Telephone Support"). Telephone support services are available weekdays, excluding holidays, during normal business hours. 4. Investigate errors in the intended capabilities of Contractor Application Software upon receipt of notification from City and provide City with an alternate procedure or programming modifications to correct errors. Contractor shall distribute to City one copy of such product enhancements or corrected programs as soon as it is available. City shall be responsible for incorporating such enhancements in each copy of the applicable Contractor Software licensed by City. All of the above services will be provided by telephone communication contact between Contractor and City. City will be responsible for all data line telephone charges involved in providing Application Software Maintenance and Support and Contractor will invoice City at cost. B. City Responsibilities 1. The City will be responsible to provide a dedicated dial-up line with a modem of Contractor's specifications on the City's computer equipment and a "superuser" system log-in account for Contractor's use in support of this Agreement. 2. The City will be responsible to provide a QIC, 4mm DAT, or 9-hack tape drive which will be used to install new software releases,updates,enhancements,etc. 3. City will be responsible for the costs of travel, lodging and related expenses for training and support provided by Contractor to personnel at City's location. 4. City will contract for maintenance on the Informix software products for the period of time during which the City and Contractor have an Application Software Maintenance and Support Agreement in effect. 5. City agrees that if the City has application software changes or screen changes made by non- Contractor employees,this may affect Contractor's ability to perform its obligations hereunder or may result in extra charges by Contractor. Service necessitated by problems caused by unauthorized City changes, acts of God, or City's improper use of the systems or equipment, or other causes beyond Contractor's control may result in extra charges by Contractor. Operating System and Layered Software Support-Basic Software Product Updates. Updated versions of Contractor Supported System and Layered Software Systems. Product updates including documentation are automatically distributed on magnetic media. The City has respons-ibility or installing all updates as outlined in the release. Contractor will quality assure all new releases against Contractor supplied application software prior to release. Periodic Newsletter. Newsletters are periodically mailed to the City. They are product related and contain information such as program change orders, work arounds, helpful hints, product availability and seminar schedule information. Documentation Updates. In addition to documentation provided with updated versions of software, City will be sent new and changed documentation throughout the course of then service contract. 12 Exhibit L°A" ,Statement of Work Direct Telephone Support. Direct telephone access to Contractor's system Software personnel who provide timely answers to usage questions, assist City 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., Monday through Fridays, excluding Contractor honored holidays. Seminars. City will be charged 50% of the then-current fee, per person attending Contractor supplied seminars/Classes pertaining to the software covered by this Agreement. On-Site Support. City 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 %, day. A day is defined as 8:00 a.m.to 5:00 p.m., Monday through Friday, excluding Contractor observed holidays. All on-site support time outside these hours will be charged at Contractor's then current per call rates for System Software. Quantity Product Description Level Unit Charges Total Charges 1 EasySpooler,6 Printers Contractor BASS 300 300 1 FormsXpress,v2.0 Contractor BASS 600 600 1 Winframe Application Software Contractor BASS 3,600 3,600 5-user base 1 Winframe Application Software Contractor BASS 5-user License Total Annual Maintenance Charge $4,500 Terms of Payment This service charge will become due within thirty(30)days of installation and billed annually. Off-Site Hardware Maintenance Service It is the City's responsibility to decide when the equipment needs service. Before requesting service, the City must perform problem determination procedures, which include running prescribed diagnostic software which will be supplied with the equipment and will be documented in the Operations Manual. City then calls Contractor for service and gives Contractor information requested. If possible,remedial advice will be supplied over the phone(e.g.,loose cable to be tightened,replace fuse)and City will administer remedial action. In the event immediate remedial action cannot be taken via the phone, the following procedure will be followed: Contractor 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. City will unpack the replacement equipment and replace the malfunctioning equipment with the replacement equipment. City will run diagnostics software and report results by calling Contractor Services. 13 Exhibit"A" '.statement of Work City will pack the malfunctioning equipment in the replacement equipment packing material and mail malfunctioning equipment back to Contractor's service center. City agrees to pay return shipping charges and incur the risk of loss or damage in transit. City further agrees to pay shipping charges associated with shipment of the replacement unit. Such charges for packages sent by City to Contractor will be added to the next City Invoice. Malfunctioning equipment returned to Contractor, in the case of purchase or lease/purchase, will become the property of Contractor unless City elects repair,as outlined below. City may elect to have the original equipment repaired and returned, in which case City pays additional freight charges associated with the return shipment to the City of the original malfunctioning equipment and return the replacement equipment at City's expense as described above,when the original replacement was made. The Off-Site Monthly Maintenance Charges(OMMC)do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment caused by the fault or negligence of City,by non-Contractor alterations or service,or be acts of God. "Expendable items"such as,but not limited to,ribbons,print elements,diskettes,disk packs and tapes. Labor,travel time and travel expense for any maintenance activities performed on the City's premises. Maintenance repairs or replacement parts required for service on Contractor-maintained equipment cause by environment,building power,or other City-controlled factors. Extended Hardware Maintenance Service: Continuous Service Option _ Yes _x:_ No Remote Diagnostics _X_ Yes _ No On call remedial maintenance(maintenance performed by Contractor or its designee which is necessary due to equipment failure)between the hours of 8:30 a.m. and 5:00 p.m., Monday through Friday, excluding holidays. For services performed outside these hours and items covered under Exclusions, the City shall pay the Contractor charges for travel time, labor time,plus travel expenses,at Contractor's then current rates. Remote diagnostics when Remote Diagnostic Capability is indicated as"Yes"above. There will be no charge for services rendered outside the contracted hours of coverage necessary to make the system fully operational provided the Continuous Service Option, if checked "Yes", the call for service was placed between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays, and immediately after the failure was detected. 14 Exhibit"A" Statement of Work Defined response to calls placed within the contracted hours of coverage are determined by the City's proximity to a designated service location as defined below: Distance Response Time 0- 100 Miles 4-Hours 100-200 Miles 8-Hours 200- + Miles 16-Hours Scheduled preventive maintenance (maintenance performed by Contractor or its designee which is designed to keep the equipment in good operating condition), scheduled between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays. Parts will be replaced when necessary at Contractor's sole expense with new or parts of equal quality, on an exchange basis. Labor and parts required to implement engineering changes considered essential by Contractor or its designee to this operation of the equipment or for safety reasons will be provided by Contractor at its sole expense. The Extended Monthly Maintenance Charges(EMMC)do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment caused by the fault or negligence of City, alterations or service performed by other than Contractor or its designee, or by acts of God. "Expendable items"such as,but not limited to,ribbons,print elements, diskettes,disk packs and tapes. Labor,travel time and travel expense for the installation of"expendable items." Labor, travel time and travel expense outside the hours provided for in this Extended Monthly Maintenance Agreement. Labor, travel time, travel expense and shipping expenses, if applicable, for the moving of equipment from one location to another except for items Contractor expressly agrees to replace at its cost as set forth above.. Labor, travel time and travel expense for repairs to equipment caused by movement of equipment by non- Contractor personnel. Labor, travel time and travel expense for installation, repair or diagnosis of non-Contractor maintained equipment, such as,but not limited to,phone company equipment. Labor,travel time and travel expense for service on Contractor maintained equipment caused by environment, building power, or other City controlled factors. 15 • Exhibit"A" Statement of Work Telephone Support Services A. Direct Telephone Support Direct telephone access to Contractor's System Software Support personnel who provide timely answers to usage questions, assist City 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., Monday through Friday, excluding Contractor observed holidays. B. On-Site Support City 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 Ya day. A day is defined as 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding Contractor observed holidays. All on-site support time outside these hours will be charged at Contractor's then current per call rates for System Software. Services provided by Contractor, caused by exclusions, will be added to the next City invoice at Contractor's standard rates. Quantity Product Description Serial Number Unit Charges Total Charges I SA261-UX74-5.0.4; SCO 2,400 2,400 Openserver Enterprise 5user 1 LAO13-0025-5.0.4;SCO 600 600 25 User License Pack 1 Microsoft Windows NT 3,000 3,000 Phone Support 1 22700027;Microsoft Windows NT 2,400 2,400 Server w/ 10 CALs 10 35100187;Microsoft Windows NT 600 600 CAL Total Annual Maintenance Charge $9,000 Terms of Payment: This service charge will become due upon installation and billed annually. Operating System and Layered Software Support-Extended Software Product Updates. Updated versions of Contractor Supported System and Layered Software Systems. Product updates including documentation are automatically distributed on magnetic media. The City has responsibility for installing all updates as outlined in the release. Contractor will quality assure all new releases against Contractor supplied application software prior to release. Periodic Newsletter. Newsletters are periodically mailed to the City. They are product related and contain information such as program change orders, work arounds, helpful hints, product availability and seminar schedule information. Documentation Updates. In addition to documentation provided with updated versions of software, City will be sent new and changed documentation throughout the course of their service contract. 16 Exhibit"A" Statement of Work Direct Telephone Support. Direct telephone access to Contractor's System Software personnel who provide timely answers to usage questions, assist City 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, Monday through Friday, excluding Contractor honored holidays. Seminars. City will incur no charge when attending Contractor supplied seminars/classes pertaining to software covered by this Agreement. On-Site Support. City will have access to on-site support and will incur travel expenses only. City may use this feature to have systems updated by Contractor personnel. Operating System And Layered Software Support-Self Software Product Updates. Updated versions of Contractor Supported Systems and Layered Software Systems. Product updates including documentation are automatically distributed on magnetic media. The City has responsibility for installing all updates as outlined in the release. Contractor will quality assure all new releases against Contractor supplied application software prior to release. Periodic Newsletter. Newsletters are periodically mailed to the City. They are product related and contain information such as program change orders, work arounds, helpful hints, product availability and seminar schedule information. Documentation Updates. In addition to documentation provided with updated versions of software, City will be sent new and changed documentation throughout the course of their service contract. Seminars. Classes are available to City at the full current fee. On-Site Support. All on-site support is billed in accordance with Contractor's current System Software per call rates and policies. Optional Hardware Maintenance Service On call remedial maintenance(maintenance performed by Contractor or its designee which is necessary due to equip-ment failure)between the hours of 8:30 a.m. and 5:00 p.m.,Monday through Friday, excluding holidays. For services performed outside these hours and items covered under Exclusions, the City shall pay the Contractor charges for travel time,labor time,,plus travel expenses, at Contractor's then current rates. Parts will be replaced when necessary at Contractor expense with new or parts of equal quality, on an exchange basis. Labor and parts required to implement engineering changes considered essential by Contractor or its designee to the operation of the equipment or for safety reasons will be provided. Priority response(typically two working days)during the hours of coverage as defined in"A"above. The Optional Monthly Maintenance Charges(OPMMC)do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment cause by the fault of negligence of City,alterations or service performed by other than Contractor or its designee,or by acts of God. 17 Exhibit"A" Statement of Work "Expendable items"such as,but not limited to,ribbons,print elements,diskettes,disk packs and tapes. Labor,travel time and travel expense for the installation of expendable items. Labor, travel time and travel expense outside the hours provided for in this Optional Monthly Maintenance Agreement. Labor, travel time,travel expense and shipping expenses, if applicable, for the moving of equipment from one location to another. Labor, travel time and travel expense for repairs to equipment caused by movement of equipment by non- Contractor personnel. Labor, travel time and travel expense for installation, repair or diagnosis of non-Contractor maintained equipment,such as,but not limited to,phone company equipment. Labor,travel time and travel expense for service on Contractor maintained equipment caused by environment, building power,or other City controlled factors. Labor, travel time and travel expense for software or operator type problems such as, but not limited to, recreating data packs. Basic Hardware Maintenance Service;Remote Diagnostics X Yes No On call remedial maintenance(maintenance performed by Contractor or its designee which is necessary due to equipment failure)between the hours of 8:30 a.m. and 5:00 p.m.,Monday through Friday, excluding holidays. For services performed outside these hours and items covered under Exclusions, the City shall pay the Contractor charges for travel time,labor time,plus travel expenses, at Contractor's then current rates. Remote diagnostics when Remote Diagnostic Capability is indicated as"Yes"above. Schedules preventive maintenance(maintenance performed by Contractor or its designee which is designed to keep the equipment in good operating condition), scheduled between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays. Parts will be replaced when necessary at Contractor expense with new or parts of equal quality, on an exchange basis. Labor and parts required to implement engineering changes considered essential by Contractor or its designee to the operation of the equipment or for safety reasons will be provided. Priority response(typically next day)during,the hours of coverage as defined in"A" above. The Basic Monthly Maintenance Charges(BMMC)do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment caused by the fault of negligence of City, alterations or service; performed by other than Contractor or its designee, or by acts of God. "Expendable items" such as,but not limited to,ribbons,print elements, diskettes, disk packs and tapes. 18 • Exhibit`°A" Statement of Work "Expendable items"such as,but not limited to,ribbons,print elements,diskettes,disk packs and tapes. Labor,travel time and travel expense for the installation of expendable items. Labor, travel time and travel expense outside the hours provided for in this Optional Monthly Maintenance Agreement. Labor, travel time, travel expense and shipping expenses, if applicable, for the moving of equipment from one location to another. Labor, travel time and travel expense for repairs to equipment caused by movement of equipment by non- Contractor personnel. Labor, travel time and travel expense for installation, repair or diagnosis of non-Contractor maintained equipment,such as,but not limited to,phone company equipment. Labor, travel time and travel expense for service on Contractor maintained equipment caused by environment, building power,or other City controlled factors. Labor, travel time and travel expense for software or operator type problems such as, but not limited to, recreating data packs. Basic I3ardware Maintenance Service;Remote Diagnostics X Yes _ No On call remedial maintenance(maintenance performed by Contractor or its designee which is necessary due to equipment failure)between the hours of 8:30 a.m, and 5:00 p.m., Monday through Friday, excluding holidays. For services performed outside these hours and items covered under Exclusions, the City shall pay the Contractor charges for travel time, labor time,plus travel expenses, at Contractor's then current rates. Remote diagnostics when Remote Diagnostic.Capability is indicated as"Yes"above. Schedules preventive maintenance(maintenance performed by Contractor or its designee which is designed to keep the equipment in good operating condition), scheduled between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday,excluding holidays. Parts will be replaced when necessary at Contractor expense with new or parts of equal quality, on an exchange basis. Labor and parts required to implement engineering changes considered essential by Contractor or its designee to the operation of the equipment or for safety reasons will be provided. Priority response(typically next day)during the hours of coverage as defined in"A"above. The Basic Monthly Maintenance Charges(BMMC)do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment caused by the fault of negligence of City, alterations or service performed by other than Contractor or its designee, or by acts of God. "Expendable items" such as,but not limited to,ribbons,print elements,diskettes,disk packs and tapes. 18 Exhibit"A" Statement of Work Labor,travel time and travel expense for the installation of "expendable items." Labor, travel time and travel expense outside the hours provided for in this Basic Monthly Maintenance Agreement. Labor, travel time, travel expense and shipping expenses, if applicable, for the moving of equipment from one location to another. Labor, travel time and travel expense for repairs to equipment caused by movement of equipment by non- Contractor personnel. Labor, travel time and travel expense for installation, repair or diagnosis of non-Contractor maintained equipment,such as,but not limited to,phone company equipment. Labor, travel time and travel expense for service on Contractor maintained equipment caused by environment, building power, or other City controlled factors. Carry-In Hardware Maintenance Service It is the City's responsibility to decide when the equipment needs service. Before requesting service, the City must perform problem determination procedures, which include running prescribed diagnostic software which will be supplied with the equipment and will be documented in the Operations Manual. City then calls Contractor for service and gives Contractor information requested. If possible,remedial advice will be supplied over the phone(i.e., loose cable to be tightened,replace fuse)and City will administer remedial action. The City will be instructed to remove from service the complete defective unit and deliver it to the Field Service Facility,designated by Contractor,along with a description of the unit's malfunction. The Field Service Facility,designated by Contractor,will provide a two-day commitment for repair. The City will pick up the repaired unit, 'when notified, reinstall it and run diagnostic software to insure satisfactory return to service. The Carry-In Monthly Maintenance Charges(CM do NOT cover: Maintenance,repairs or replacement parts required due to loss or damage to the equipment caused by the fault or negligence of City,by non-Contractor alterations or service,or by acts of God. "Expendable items" such as,but not limited to,ribbons,print elements, diskettes, disk packs and tapes. Labor, travel time and travel expense for any maintenance activities performed on the City's premises. Maintenance repairs or replacement parts required for service on Contractor-maintained equipment caused by environment,building power, or other City controlled factors. 19 Exhibit"A" Statement of Work Service provided by Contractor, caused by exclusions,will be added to the next City invoice at Contractor's standard rates. Quantity Product Description Serial Number Unit Charge Total Charge 1 Motorola 28.8-K Diagnostic Modem 60 60 1 Motorola 28.8-K Diagnostic Modem 60 60 Total Annual Maintenance $120 TERMS OF PAYMENT: This service charge will become due upon installation and billed annually. C. Software Maintenance and Support Contractor Application Software Maintenance and Support will be provided to the City when the City begins processing data using the Application. Contractor Application Software Maintenance and Support will be provided by Contractor to City for the charges as shown below. The fee for this service varies by Contractor Application, and each Application has a maximum number of support hours provided per year for the contracted fee as indicated below. Should the total number of Support hours be exceeded in any one year, additional Support Service may be provided at Contractor's then current hourly rates. The period for the rendering of these services shall be annual and shall be automatically renewed for an additional year unless either party gives al. least sixty (60) days prior written notice to the other that such maintenance and support services are not to be renewed. Fees and Maximum Support Hours Per Contract Year. Application Annual Fee Maximum Hours Fund Accountant $2,550 20 Power Purchasing-PowerBuilder product 3,000 10 Budget Analyst 825 10 Miscellaneous Receivables Manager 975 20 Business License Manager 975 20 Fixed Assets Manager 750 10 Total GRS Applications: $9,075 Informix Maintenance-annual $ 5,500 IQ Maintenance-annual 1,005 INet Maintenance 260 GUI Maintenance 750 TOTAL $16,590 Labor, travel time and travel expense for software or operator type problems such as, but not limited to, recreating data packs. 20 Exhibit"A" Statement of Work Service provided by Contractor, caused by exclusions, will be added to the next City invoice at Contractor's standard rates. Terms: a. This Agreement for maintenance services shall begin on the date it is signed by City and Contractor and shall remain in force until terminated by City or as provided hereafter. Support and main-tenance services may be terminated by City on any anniversary date of this Agreement, upon written notice given three months prior to the original anniversary date or any subsequent anniversary date. This Agreement may be terminated by Contractor on any anniversary date beginning with the fifth anniversary, upon written notice given at least six (6) months prior to the fifth or any subsequent anniversary date. b. Contrary to paragraph 1(a) above, Contractor agrees that, with respect to any computer hardware no longer in use,the City may withdraw such equipment from this Agreement(and receive an appropriate education in the monthly maintenance fee)upon two months prior written notice to Contractor. c. The City or Contractor may terminate any maintenance services provided for in this Agreement for failure of the other to comply with the terms and conditions hereof, upon three months written notice prior to the cancellation date. 2. Charges. City agrees to pay the monthly charges for support and/or maintenance services as listed and set forth in Exhibit"C"("Schedule of Compensation"). All such charges are subject to increase or other change by Contractor after the first year of this Agreement, upon three months prior written notice by Contractor . The City agrees that failure on its part to allow for remote problem diagnosis when Remote Diagnosis Capability is included as part of the described maintenance or support services will result in additional monthly charges. 3. City Obligations. The City acknowledges a need for and agrees to provide suitable operating environment, appropriate power supplies and adequate work space for the equipment to be maintained in accordance with Contractor's recommendations. The City further acknowledges and agrees to provide access to City's application and/or operational system software where necessary for Contractor to provide its services hereunder. The City further acknowledges its responsibility to provide adequately trained personnel, adequate hardware and system software backups where appropriate. 4. Support and Maintenance Services. There is attached as Exhibit "A" ("Statement of Work") hereto a description of the support and maintenance services provided by Contractor for the level of computer hardware and/or software support and maintenance services chosen by City and the monthly charges for the same. 5. Warranty. Contractor warrants that Contractor or its designee shall provide the hardware and/or software support and maintenance services described in this Agreement in a good and workmanlike manner. Contractor makes no other implied or expressed warranties. In the event of a breach of this warranty, Contractor's sole obligation shall be to perform the work contracted for or to correct any defective work by Contractor. In no event shall Contractor be liable hereunder for an amount in excess of the total charges paid or payable by City during one year for hardware and software support and maintenance services. 21 Exhibit"A" Statement of Work 6. Change in Services. Contractor shall make available to City any policy or service changes in connection with the support and maintenance services provided hereunder. City shall have the option of having the changes incorporated in this Agreement. 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 City and Contractor,and will handle the daily operation of the system. System Administration 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 governmental administrators, programmers, and system maintenance personnel. + Understands the importance of data integrity and security(file backups and password control). + Understands what City's organization requires fi•om each Government application. System Administration responsibilities include,but are not limited to,the following: + Sole responsibility for communications with Contractor Support personnel. + Adds new users to the system and maintains security profiles. + Completes backup and recovery procedures. + Completes off-site backup procedures. + Provides fast level support to end users. + Upgrades system software in conjunction with Contractor and the computer hardware manufacturer. + Ensures data and equipment security. + Diagnoses and resolves minor hardware problems. + Manages workload effectively. + Trains new staff on software packages. + Trains Report Writer to Department Personnel. + Maintains Documentation. 22 Exhibit"B" Contractor Proposed Equipment&Software List 1. SOFTWARE Serial Number Unit Charge Total Charge GRS Application Software a, Fund Account 17,000 b. Power Purchasing-Power Builder produce 20,000 c. Budget Analyst 5,500 d. Miscellaneous Receivables Manager 6,500 e. Business License Manager 6,500 f. Fixed Assets Manager 5,000 2. SOFTWARE GRS Application Software Subtotal $60,500 g. Informix Software-Class E,32 Users 27,775 b. IQ Report Writer-5 Users 6,700 i. INet Server 1,330 j. INet 5 Users 500 k. GUI Server version-25 Users 5,000 Software 41,305 Total 101,805 NOTE: Performance Bond of 3 1/2 % of the Total cost of the GRS Application Software($60,500) $2,118 23 Exhibit'B" Contractor Proposed Equipment&Software List 2. SYSTEM HARDWARE AND SOFTWARE Quand Product Description Serial No. Unit Charge Total Charge a. CONTRACTOR SYSTEM HARDWARE I D4841B Hewlett Packard Netserver LH PRO 6/200 To be supplied 7,629.00 7,629.00 Hardware Includes: • 200-MHz Pentium Pro CPU w/256-KB cache memory • Integral IOMbyte/s Wide Ultra SCSI controller • (2)Serial ports;9-pin • Parallel port;25-pin • 4-slot PCI Bus • 4-slot EISA Bus • 1-shared PCl/EISA Bus • 3-5.25"half height removable media slots • 1.44 Mbytes Diskette Drive in dedicated slat • 2-Button Mouse Six hot swap drive bays 1 D4297A; 128 MB Memory Module To be supplied 1,739.00 1,739.00 3 D3583C;Hewlett Packard 4.2GB Hot Swap Ultra SCSI Disk To be supplied 1,099.00 3,297.00 1 C1555A;HP SureStore DAT24i(24 GB)Tape Drrive To be supplied 1,653.00 1,653.00 2 3C905-TX;3COM Fast Etherlink XL 10/I00 NIC To be supplied 116.00 232.00 1 D2806B;Hewlett Packard Ergo Ultra VGA 15"Display To be supplied 519.00 519.00 I D4921A;Hewlett Packard Redundant Power Supply Module To be supplied 799.00 799.00 1 H5518A;Hewlett Packard Support Pack 4hr response 1,295.00 1,295.00 1 Motorola 28.8-K Diagnostic Modem To be supplied 259.00 259.00 1 Modem Cable To be supplied 30.00 30.00 1 Patch Cable to connect to existing I OBaseT Hub To be supplied 10.00 10.00 b. CONTRACTOR SYSTEM SOFTWARE 1 A261-UX74-5.0.4;SCO Openserver Enterprise 5user 1,395.00 1,395.00 1 LA013-0025-5.0.4;SCO 25 User License Pack 1,095.00 1,095,00 I SA105-UX74-5.0.4;SCO Openserver Development 395.00 395.00 1 EasySpooler,6 printers 1,200.00 1,200.00 1 FormsXpress v2.0 3,000.00 3,000.00 c. HIGHLINE SYSTEM HARDWARE 1 D4961A;Hewlett Packard Netserver LD Pro To be supplied 2,999.00 2,999.00 Hardware Includes: • 200-Mhz Pentium Pro CPU w/256 KB cache memory • Integral IOMbyte/s Wide Ultra SCSI controller • (2)Serial ports;9-pin • Parallel port;25-pin • 4-slot PCI Bus • 4-slot EISA Bus • 1-shared PCl/EISA Bus • 3-5.25"half height removable media slots • 1.44 Mbytes Diskette Drive in dedicated slot • 2-Dutton Mouse • Six hot swap drive bays 2 D4297A; 128 MB Memory Module To be supplied 1,739.00 3,478.00 2 D3583C;Hewlett Packard 4.2GB Hot Swap Ultra SCSI Disk To be supplied 1,099.00 2,198.00 1 D4943A;HP NETRAID Disk Array Controller To be supplied 2,499.00 2,499.00 1 D4845A;Hewlett Packard Cable Kit To be supplied 89.00 89.00 1 CI528G;Hewlett Packard 8 GB Internal DAT Tape Drive To be supplied 1,276.00 1,276.00 24 • • Exhibit°B" Contractor Proposed Equipment&Software List Quantity Product Description Serial No. Unit Charge Total Charge 2 3C905-TK;3COM Fast Etherlink XL 10/100 NIC To be supplied 116.00 232.00 1 2806B;Hewlett Packard Ergo Ultra VGA 15"Display To be supplied 519.00 519.00 1 H5518A;Hewlett Packard Support Pack 4hr response 1,295.00 1,295.00 1 Motorola 28.8-K Diagnostic Modem To be supplied 259.00 259.00 1 Modem Cable 30.00 30.00 1 Patch Cable to connect to existing lOBaseT Hub 10.00 10.00 39,431.00 d. HIGHLINE SYSTEM SOFTWARE 1 Winframe Application Software 15-user base 5,995.00 5,995.00 I Microsoft Windows NT Phone Support 0.00 0.00 e. CONTRACTOR SYSTEM HARDWARE 1 D5016A;HP Netserver LCII P11266 To be supplied 4,449.00 4,449.00 Hardware Includes • 266-MHz Pentium 11 CPU w/512-KB cache memory • Integral 10Mbyte/s Wide Ultra SCSI controller • (2)Serial ports;9-pin • Parallel port;25-pin • 4-slot PCI Bus • 4-slot EISA Bus • 1-shared PCLEISA Bus • 3-5.25"half height removable media slots • 1.44 Mbytes Diskette Drive in dedicated slot • 2-Button Mouse Six hot swap drive bays 4 D4297A;128 MB Memory Module To be supplied 1,739.00 6,956.00 2 D3583C;Hewlett Packard 4.2GB Hot Swap Ultra SCSI Disk To be supplied 1,099.00 2,198.00 1 D2821A;HP 14"1024LE Color Monitor To be supplied 269.00 269.00 1 D1528H Hewlett Packard 8GB integral tape drive To be supplied 1,276.00 1,276.00 1 H5514A;Hewlett Packard Support Pack 4hr response 1,050.00 1,050.00 1 Patch Cable to connect to existing I0BaseT Hub 10.00 10.00 I Motorola 28.8-K Diagnostic Modem To be supplied 259.00 259.00 1 Modem Cable 30.00 30,00 f. CONTRACTOR SYSTEM SOFTWARE 1 22700027;Microsoft Windows NT Server w/10 CALs 1,129.00 1,129.00 30 35100187;Microsoft Windows NT CAL 40.00 1,200.00 g. INSTALLATION SERVICES 1 Unix Training in Bethlehem,PA;4-days 4 students 3,00000 3,000.00 2 System burnin(1201rs),Setup and Test in Bethlehem 3,000.00 6,000.00 2 System Installation,Setup and Network verification-onsite 3,500.00 7,000.00 1 Installation/Setup of Unix Operating System 3,000.00 3,000.00 1 Installation/Setup of Winframe Application(Server&PC) 1,500.00 1,500.00 1 Installation/Setup of Informix and[STAR 1,900.00 1,900.00 1 Installation/Setup of Financial Application 1,500.00 1,500.00 1 Payroll System Burn-in,setup and installation 3,500.00 3,500.00 1 Installation/Setup of IQ GUI(5-PC's) 2,250.00 2,250.00 1 Installation/Setup of GUlndows(25 PC's) 2,625.00 2,625.00 1 Installation/Setup of EasySpooler/FonnXpress(6 printers) 2,050.00 2,050.00 1 Warranty of Compatibility and Performance for System Components 3,750.00 3,750.00 1 Freight and Insurance(Estimate) 700.00 700.00 63,596.00 25 • Exhibit iOB" Contractor Proposed Equipment&Software List h. HARDWARE MAINTENANCE-annual costs 13,794 (3 network servers;HP Applications Server,NT Winfracne Purchasing Server,NT Box for Highline- All installations Services-including 5%discount for 3 year contract;due&payable each City fiscal year Total $116,820 26 Exhibit°B" Contractor Proposed Equipment& Software List 3. SOFTWARE-FIRST YEAR MAINTENANCE Unit Charge Total Charge Application Maintenance 15%of application license fees(includes 50%discount, year 1 4,537 Information Mainhmnce-Annual 5,500 IQ Maintenance-Annual 1,005 INet Maintenance-Annual 260 GUI Maintenance-Annual 750 Total 1 year Software Maintenence $12,052 4. SOFTWARE TRAINING AND TRAVEL Unit Charge Total Charge Travel related expenses are not included in price and will[be billed as they are incurred. Software Training 18,282 Travel Express 13,400 IQ Training 2,500 IQ Training 1,850 Estimated Software Training&Travel[ 36,082 SUBTOTAL 259,044 27 Exhibit`B" Contractor Proposed Equipment&Software List 5. SECOND AND THIRD YEAR SOFTWARE MAINTENANCE Unit Charge Total Charge GRS Application Software Maintenance Year 2 9,801 GRS Application Software Maintenance Year 3 10,585 Year 2&3 Software Mainenance 20,386 6. Miscellaneous Expense None Subtotal $279,430 28 • Exhibit "C" • Schedule of Compensation 1. Payment and Billing A. The City agrees to pay Contractor the license fee charges as set forth in Exhibit °B" ("Contractor Proposed Equipment & Software List"). There are three milestones associated with the installation and acceptance of the application software. One is the initial installation of the package on the computer equipment. At this time, the modules are ready for operation by the City, under the appropriate training supervision of Contractor's personnel, for the purpose of inputting data and beginning implementation. At this time, 50% of the license fees are due and payable. Payments under this first installation are broken down as follows: 1. 50% of software $i60 500 (all GRS Application Spftware) $30,250 Informix Database (Database 4GL SE, SOL) 27,775 IQ Report Writer (Report Writer, graphing tool) 61M INet Informix Product (required for I 1,330 [Net 5 users 500 GUI Server (Windows presentation for application software, 25 users) 5_,000 Total . 71 555 2. Hardware (3 network servers; HP Application Server NT Winframe Purchasing Server NT Box for Highline Payroll all installation services. Unix training) 103,026 Hardware Maintenance—Annual (Year 1)(Section 2, h) 13_,794 Total $116,820 3. Software Maintenance GRS Application Maintenance 15% of application license fees (includes 50% discount. Year 1) 44,537 Informix Maintenance- annual (Year 1) 5,500 IQ Maintenance -annual (Year 1) 1_.005 INet Maintenance --Annual (Year 1) 260 GUI Maitenance-Annual (Yearl) 750 Total . 12 052 3'/z% Performance Bond Total 2_.118 Sub-total: $202,545 Allowance due duly 1 1995 62.545 Net due at time of hardware and software delivery . 140 000 Exhibit "C" Schedule of Compensation The second milestone associated with implementation is completion of the first live run (vendor checks, payroll checks, etc.) when at module is performing live daily work. At this time, 40% of the license fees are due and payable fair that software module. Contractor's invoice to City will constitute notification that the implementation of the module is complete. 1. 40% of all GRS application software as each goes on line Total 24,200 2. The final 10% of the software:license fees may be retained by City until all products are operational except that the total of all software license fees are due and payable 18 months from the initial installation of software on the City's hardware whichever comes first. Total $6,050 3. To be paid during duration of implementation: a. Software training and travel (payments as incurr, as per Section 4 not to exceed) Total $36 082 b. Program modifications and/or City requested additional training costs (payments as incurr) Total . 4 980 4. Hardware Maintenance (Sectioia 2. h) a. year-2 Total $13,794 b. year 3 Total 13 794 5. GRS application software maintenance (Section 5), year 2 Total $9.801 TOTAL SYSTEM COS7CS $311,246 NOTE: GRS application software 3`d year maintenance (Section 5 -$10,385) to be paid from that City's fiscal year budget. The license fees for other than application software products (i.e., Informix, IQ, etc.) are due upon delivery and installation. B. Invoices not paid within thirty (30) days of the invoice date shall bear interest at the rate of 1.5% per month beginning thirty (30) days from invoice date. C. Installation, training and technical service invoices shall be submitted by Contractor as incurred, shall be paid within thirty (30) days of the invoice date and shall bear interest thereafter as provided above. D. Invoices for application software maintenance and support are due within thirty (30) days of installation of the products on City's hardware. For the first year only this amount is discounted 50%. Exhibit"C" Schedule of Compensation E. All taxes, except taxes based on the net income of Contractor resulting from the licensing or use of the Licensed Systems by the City, including, but not limited to, property, sales, or use taxes, shall be the sole responsibility of the City, and, where applicable, shall be added to Contractor's invoice. 1. Entire Agreement. This Agreement, including the Schedules hereto, constitutes the entire Agreement and all understandings between the parties concerning the subject matter hereof and supersedes all prior proposals or other communications between the parties, oral or written. No modifications and amendments hereto shall be binding upon either party unless in writing and signed by a duly authorized representative of the parties. 2. Limitation. Contractor shall not be liable in any event under this Agreement for indirect, incidental or consequential damages suffered by City. 3. Assignment. This Agreement may not be assigned, sublicensed or otherwise transferred by City to any other person or entity without the written consent of Contractor. Any purported assignment, sublicense or transfer in violation of this provision shall be void and, among other things, shall immediately terminate any license granted hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 4. Scope of Work. Any changes in the scope of work covered by this Agreement,including requests by City for changes, modifications, or additions to the Licensed Software shall be covered by a separate agreement or purchase order mutually agreed to by the parties. 5. Hiring. City and Contractor agree that for a period of two years from the date hereof, they will not solicit or actively recruit any employees of the other without the written consent of the other party. 6. California Law. This Agreement shall be interpreted and construed in accordance with California law. 7. Confidentiality. Contractor acknowledges the confidentiality of the City's data, passwords and other confidential and proprietary information of City. Contractor shall take all reasonable steps to safeguard such confidential information and shall not use or disclose the same, except in connection with its obligations hereunder. 31 Exhibit"C" Schedule of Compensation Payment terms: 1st Payment - $140,000.00 after delivery and successful installation of the following products and services described in Exhibit"B": 1. Software Section 1 Item"a"Fund Accounting Section 1 Item"b"Power Purchasing-Power Builder product Section 1 Item"c"Budget Analyst Section 1 Item"d"Miscellaneous Receivables Manager Section 1 Item"e"Business License Section 1 Item"f' Fixed Assets Manager Section 1 Item"g" Informix Software-Class E,32 Users Section 1 Item"i" Met Server Section 1 Item`j" Inet 5 Users Section 1 Item"W'GUI Server version-25 Users subtotal $33,014.00 2. System Hardware and Software Section 2 Item"a"Contractor System Hardware Section 2 Item"b"Contractor System Software Section 2 Item"c"Highline System Hardware Section 2 Item"d"Highline System Software Section 2 Item"e"Contractor System Hardware Section 2 Item'P'Contractor System Software Section 2 Item"g"Installation Services Section 2 Item"h"Hardware Maintenance subtotal 106,986.00 3. Software Training and Travel Payments as incurr as per Section 4 Not to Exceed$36,082 subtotal 00.00 Total: $140,00.00 32 Exhibit"C" Schedule of Compensation Payment terms: 2nd Payment - $38,000.00 within thirty (30) days upon conclusion of the initial installation of the following products and services described in Exhibit"B0°: 1. Software Section 1 Item"a" Funding Accenting Section I Item"b" Power Purchasing-Power Builder Product Section 1 Item"c" Budget Analyst subtotal $38,000.00 2. System Hardware and Software None subtotal 00.00 3. Year-1 Software Maintenance None subtotal 00.00 4. Software Training and Travel Payments as incurr as per Section 4 Not to Exceed$38,200 subtotal 00.00 5. Year-2 and-3 Software Maintenance None subtotal 00.00 6. Miscellaneous Expenses None subtotal 00.00 Total $38,000.00 33 Exhibit"C" Schedule of Compensation Payment terms: 3rd Payment-$13,200.00 within 30 days upon conclusion of the initial installation of the following products and services described in Exhibit"B": 1. Software Section 1 Item"d" Miscellaneous Receivables Manager Section 1 Item"b" IQ Report Writer-5 Users subtotal $13,200.00 2. System Hardware and Software None subtotal 00.00 3. Year-1 Software Maintenance None subtotal 00.00 4. Software Training and Travel Payments as incurr as per Section 4 Not to Exceed$38,200 subtotal 00.00 5. Year-2 and-3 Software Maintenance None subtotal 00.00 6. Miscellaneous Expenses None subtotal 00.00 Total $13,200.00 34 Exhibit"D" Schedule of Implementation&Cutover Plan Equipment Installation Services a. Contractor 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 City's premises. b. Prior to installation of the equipment, representatives from Contractor will visit the City's pre-mises 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. c. Contractor will order and coordinate the installation and check-out of the communications facili-ties with the equipment installation. City agrees to sign a letter of agency if required by the City's provider of communications facilities and services naming as City's agent. d. Contractor or its designee shall perform computer installation services on the equipment on the City's premises. Installation shall be completed on a mutually agreed date,subject to the obliga-tions of City to provide the operational environment for the equipment as provided below under "City's Responsibilities". e. Contractor will provide the City with a set of standard reference manuals for operation of the equipment by City's trained personnel. 2. City Responsibilities a. The City shall provide,at its cost,suitable space and the operating environment necessary for all the equipment,including any special electric power services,air conditioning,humidity controls or other necessary space and environmental modifications. b. The City 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 computer equipment. This includes installing the cables and the labor or installation fees associated with the preparation of terminal locations. c. The City shall provide Contractor or its designee full and free access to the equipment to provide the installation services. The City's personnel shall not attempt any repairs or adjustments to the equipment at any time except under direction of Contractor or its designee. d. The City shall pay all costs of transportation and in-transit insurance for the equipment to its premises and all other related costs that may include special rigging, storage, packaging and similar charges. Contractor shall not be responsible for any loss or damage to the equipment caused by the fault or negligence of City or its agents or employees, by non-Contractor alterations or servicing, by common carriers,force majeure,fire or other casualty. e. Warranty. Contractor warrants that the equipment will be installed in good working order ready for use according to the manufacturer's published specifications. Contractor will assign to City all manufacturer's warranties related to the equipment. Contractor warrants that the equipment will be sold to City free and clear of all encumbrances and liens. Contractor warrants that the current versions of the application software programs licensed under this Agreement are compatible with the equipment being sold hereunder. Contractor makes no other expressed or implied warranties. ALL 35 5 ` , Exhibit"D" Schedule of Implementation&Cutover Plan(Continued) WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. 4. Others Terms Applicable to Equipment Sales a. Contractor's installation personnel shall remain on City's site not more than one day in the event of City's failure to fulfill its site preparation obligations. Return trips, if necessary,shall be paid for by City at Contractor's prevailing per diem rates,plus expenses. b. After installation services are completed, on-going maintenance services to the equipment shall be provided as set forth and for the fees provided below. c. Title to all equipment sold hereunder shall remain with Contractor until the purchase price is paid in full. Risk of loss or damage to the equipment shall be transferred to City as soon as the equipment leaves Contractor's or manufacturer's premises for shipment to City. 5. Conversion of Existing Data a. Contractor will provide conversion programs or other methods for conversion, for all the necessary tiles used in the Governmental Resource Series applications, for fixed fees, as outlined on the attached "Conversion Guideline". Contractor's approach to file conversion is that it be performed with a combination of-provided programming services and data entry. The major data files can be converted with the remainder of the smaller application files being entered directly into the system. The cost for Contractor's programming conversion services is based on a rate of$880 per day. b. To accomplish the conversions,Contractor will first schedule an implementation planning meeting to develop workable timelines for the entire project. When begins to write that conversion program, its technical staff will meet with the person(s) designated by City to formulate a conversion plan. Contractor and City will discuss file layouts,data, and the individual fields to convert, resulting in a data conversion map. Work will be performed at both Contractor and City facilities. Additional travel/living expenses should be budgeted if programmatic data conversion is desired. The City will create application files in ASCII format (no packed fields or embedded signs can be converted) on compatible tape media and provide accurate record layouts. c. Validation information must also accompany the files provided by the City for testing the data conversion programs,for example,record counts, reports and totals. All conversion programming is typically scheduled to be completed before the training on the application occurs,so that"real' data, as well as training files, are available: for end user training. Converted data validation, testing and Parallel operations are performed at the City site, on the new computer system, by City appointed staff. d. A six to eight week lead time is needed to schedule conversion work from City system data tapes, provided that Contractor has record layout(s) of the file(s) that will be used as input to the conversion. e. When the files are key entered by the City, training is provided prior to key entry of the files. Completion of key entry of these files is typically scheduled in conjunction with the training. 36 Exhibit I1D" Schedule of Lmplementation&Cutover Plan DATA CONVERSIONS FEE STRUCTURE FINANCIAL STSTEMS APPLICATIONS APPLICATION/FILES FILE BUILD METHOD CONVERSION COST Financial Vendor File Conversion Program $1,760 Account File Data Entry Recommended N/A Purchase Order Data Entry Recommended N/A Transaction File Data Entry Recommended N/A Requisition File Data Entry Recommended N/A NIGP Commodity Codes Conversion Program 880 Fixed Assets Asset Item File Conversion Program $2,640 Miscellaneous Receivables Conversion Program 2,640 TOTAL DATA CONVERSIONS $7,920 NOTE: All estimated costs for conversion programs are based on receiving one file format via tape or diskette for converting the file indicated above. An additional charge may apply if the conversion requires multiple input files or if a file conversion is desired for riles other than those indicated. Additional traveUliving expenses should be budgeted if programmatic data conversion is desired. 37 Exhibit'°D" Schedule of Implementation&Cutover Plan Software Implementation Services Days Implementation 1 Fund Account 8 Power Purchasing 4 Budget Analyst 2 Miscellaneous Receivables Manager 4 Business License Manager 2 Fixed Assets Manager 1 GUI 2 TOTAL: 24 x$850=$20,400 (included on Exhibit"B") Travel Allowances: (24 days,7 trips)$3,600,plus approximate airfare$9,800=$13,400 (include on Exhibit"B") (3.5 days average per trip) IQ Report Writer-(included on Exhibit"B") Training Days: 3 x$850=52,250 Travel&Expenses: 3 x 5150,plus travel=$1,850 Training is discounted from$975 to$850/day. Additional on-site training will be provided at $122 per hour or $975 per day plus expenses, if requested. Travel expenses are conservatively estimated at $150/day plus airfare and should be more than adequate to cover actual expenses. The travel allowance is an estimated budget; City will be charged for actual expenses only and will not exceed the budgeted allowance without notifying the City in advance. Note: If desired, a performance bond is available at an additional cost of 3.5% based on the total contract value. Contractor does not collect state sales tax. Charges for travel, lodging and related expenses of Contractor personnel at City's location shall be invoiced asincurred. NOTE: attached to this Exhibit"D"is the Financial Systems Preliminary Implementation Plan(2 Pages). 38 Exhibit"D" Schedule of Implementation&Cutover Plan NOTE: Schedule of Implementation and Cutover Plan is subject to change,based on the needs of the City. 40 .`Cr £'�6�L•w7�L��"I��1L•'�L"''4�!�.7�1F'�:'�7fw'I!u'T�L����L"1L��� ■■■.■■■�■■■■�■■■..■■■■■■_ u' a . .:ram.-.a Is.:'�1!:I:.J'i i a • a 1"• 1 • II IA 1 'al a fll77 1 • ;�... L'..�j L��l:�.'+�.c��-14:.1',�1Y�{�:Y[a1i1�C:.J\{L'v-IL"J11L'a.i�ll�lil[:.'1.^�.1=1L:.11♦�.IIY�Ii.1i1�C:.i'i1Lu=1LY •• a \ V . . 7E7"1&MMME?7MMMMIOMEN Mmom ff'J lli�ii!liliis!lltiiiiiilME 0iN�i�i!lm iii�Nliii■ ■liii�� moMEN ENO 0 W!E!■ ON 0 !!vli�l�l�lilMlt=moommomom ON as moommoomm No SON mo mei eu - ri WON No momom MEN us an !liii N■ iiil�l ME an !!!!No No =MOEN ON iltiiiliNNW MONon OEM ONO .li ONE OWN Oiiiii!!f!111010 i!!i!!!ilir+lffrtlt� c-+ � +. +7F� + 1r .1�t �+�1w1 . 7 �C:1/G:JaL'1 -11'Lr :' a , •' L. .e=',' °•.".C:.°J:4'�i-'L:1LlG:SfL>, L'I :L". L'..ae " i[1aJ"Jt-lLail'/ Wr� ' -•1 ' i1 Exhibit"E" License Agreement 1. License of Application Programs a. The License granted under this Agreement authorizes City to possess and use solely for its own use copies of the Licensed Systems on the computer system(s) identified in Exhibit "B" ("Contractor Proposed Equipment & Software List"). This License includes the right to use the related written materials for the licensed software programs such as user manuals, flow charts, logic diagrams and program code. The Licensed Systems may not be used to process data for any person or entity other than City. b. The functions and features of the software are defined by the Application Software Specifications and the User Manuals. If applicable, Contractor's responses in the Application Software Specifications section of Contractor's proposal represent its best professional judgment in response to the City's stated software requirements. However, there is the potential for multiple interpretations of the City's stated requirements. Contractor's Specifications and User manuals contain a detailed description of the features and functions of the software, and therefore, will serve as the sole source of software capabilities and fitness for any particular purpose. c. License fees for the Licensed Systems are specified in Exhibit °B" (Contractor Proposed Equipment &Software List") of this Agreement and the validity of this License is contingent upon the payment of such fees. d. If Contractor develops additional releases of the Licensed Systems which incorporate changes and enhancements, it will make such new releases are made available to City under the terms of its Application Software Maintenance Support Services as set forth in Exhibit "A" ("Statement of Work"),if chosen by the City. e. City recognizes that the Licensed Systems are confidential and trade secret property which is proprietary to Contractor. City, its agents, employees and representatives shall not make available or disclose in whole or in part, any Licensed Systems, including flow charts, logic diagrams and program code, to any third parties. Licensed Systems which are provided by Contractor may be copied by City for backup purposes only and City shall not otherwise print, copy or duplicate the Licensed Systems. City will take reasonable steps to protect the security of the Licensed Systems and will inform all employees, agents and representatives who utilize the Licensed Systems of this requirement. City may not assign, timeshare, rent, reverse engineer, disassemble, de-compile or reverse translate,or otherwise decode the Licensed Systems. f. Within thirty(30)days after the date:of discontinuance of the license granted under this Agreement, the City shall return to Contractor the original and all copies of the Licensed Systems and the related written materials except that, upon prior written authorization from Contractor, the City may retain a copy for archival purposes only. 2. Application Program Implementation Services a. Contractor shall provide to City installation services, training of City's personnel and technical assistance in the operation and use of the Licensed Systems as set forth and for the charges listed in Exhibit"D"("Schedule of Implementation&Cutover Plan"). 41 Exhibit"E" License Agreement b. Implementation of the Contractor Application Programs will be deemed completed when the License Systems are operational according to the Contractor Application Program User Manual or when the City begins processing data using the.Application Programs,which ever occurs first. c. The timing of the delivery and installation of the Licensed Systems will occur as mutually agreed by Contractor and City. it. Contractor will convert City's files to the new system's files. City shall provide complete and correct copies of its present system files in ASCII format and on media readable by the new hardware. City shall also provide current file record descriptions and file layouts to Contractor. The fee for file conversion services is set forth in Exhibit"D"("Schedule of Implementation&Cutover Plan"). 3. Warranty a. Contractor warrants that it is the sole owner of or has full power and authority to grant the License provided for herein and that the use of the licensed programs by City will not violate or infringe upon any patent, copyright or other proprietary right of any third person. Contractor will indemnify and hold City harmless from and against any loss,cost, liability,attorney fees and expense arising out of the breach of the foregoing warranty. b. Contractor warrants that the Licensed Systems will function as described in the then current user manual when shipped to the City. In the event of a defect in a program, Contractor's sole responsibility shall be to replace or correct the defective program without additional charge to City provided there is in effect between Contractor and City an Application Software Maintenance Support Services Agreement. No warranty is given and no warranty corrections, replacements or services will be provided if City has not chosen to be covered by an Application Software Maintenance Support Services Agreement. The foregoing warranty does not apply to defects caused by equipment or programs not supplied by Contractor, where equipment used by City has not been approved by Contractor,where City has made unauthorized changes to the programs or where City has given inaccurate information to Contractor concerning City's requirements. c. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABAILITY AND FITNESS FOR A PARTICULAR PURPOSE. City agrees that Contractor's liability for damages for failure to replace or correct a defective program, regardless of the form of action,shall not exceed the contract sum paid by the City. d. No action, regardless of form, arising, out of the transactions under this Agreement, may be brought by either party more than four years after the cause of action has accrued, except that,an action for nonpayment may be brought within four years after the date of the last payment. Applicable statute of limitations under California law shall apply to any breach of this Agreement. At the time of execution of this Agreement,the applicable statute of limitations is four years,under California Code of Civil Procedures,Section 337. 4. City Responsibility a. City shall be exclusively responsible for the supervision, management, operation and control of its use of the Licensed Systems, including but not limited to: (1) establishing adequate backup plans in the event of computer or Licensed Systems malfunction or disaster; (2) implementing sufficient procedures and checkpoints to satisfy City'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 42 Exhibit"E" License Agreement of output data insofar as technical expertise or professional judgment is required, and; (4) security maintenance and distribution of system passwords. b. City shall be responsible for the costs of the computer hardware system necessary for its use and operation of the Licensed Systems, operating system software, hardware and operating system software maintenance, a diagnostic modem meeting Contractor's specifications, dedicated telephone lines for diagnostic modem, second telephone line near the CPU, sufficient backup media, printer, paper,ribbons and adequate work space for all personnel. If not being supplied by Contractor,all of the foregoing shall be in place prior to installation of the Licensed Systems. c. City will appoint an individual to serve as central liaison with Contractor, who shall have the responsibilities of system administrator as defined in Exhibit "A" ("Statement of Work"). City is also obligated to provide adequate personnel having sufficient skills and experience to operate and manage the Licensed Systems. it. City agrees to keep the necessary hardware and operating system software properly maintained or to have such service provided by Contractor under the terms of this Agreement,so long as the City and Contractor have an Application Software Maintenance Agreement in effect. e. City will contract for maintenance on the Informix software products for the period of time during which the City and Contractor have an Application Software Maintenance Agreement in effect. f. City will be responsible for the cost of travel, lodging and related expenses for training and support provided by Contractor at City's location. 5. Term of License. The license granted hereunder shall be perpetual provided that Contractor shall have the right to terminate this license in the event of Client's breach of any of the terms hereunder. 6. Export Laws. Client agrees to comply fully with all relevant export laws and regulations and will not export the Licensed Systems directly or indirectly in violation of such laws. Identification of City's Computer Systems to which the License Relates HP LH Pro 6/200-GRS Applications-SCO Server HP LD Pro-Power Purchasing-Winframe Server (HP Netserver LCH P11266-Highiine NT Server) 43 AI:III:II® CERTIFICA, QF LIABILITY INRUR E °04108198" PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Parker, Bentsen & Sullivan, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 317 Cleveland Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 4449 COMPANIES AFFORDING COVERAGE Highland Park NJ 08904 COMPANY A Vigilant Ins. Co INSURED fSl7 P' EC ._ a.vV COMPANY � Pentamation Enterprises Inc. B Federal Ins. Co. ARn. Mr. David Madea AnT} 1�l9$ COMPANY One Bethlehem Plaza APR Bethlehem PA 18018 C ( AMENDED CERTIFICATE ) CITY CLE,RV COMPANY COVERAGES .. .. :,.„., ... D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO rypE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE (MM/DUNY) DATE (MM/ODlY1') LIMITS B GENERAL LIABILITY 3500-15-62 10/01/97 10/01/98 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGO S 2,000,000 CLAIMS MADE �OCCUR PERSONAL&ADV INJURY $ 2,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one lire) $ 2,000,000 MEE EXP(Any one perwn) $ 10,000 B AUTOMOBILE LIABILITY (98)7110-32-36 10/01/97 10/01/98 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per perwn) X HIRED AUTOS BODILY INJURY X $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY. B EXCESS LIABILITY (98)7908 33 86 10/01/97 10/01/98 EACH OCCURRENCE $ 2,000,000 X UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND WC STATU-EMPLOYERS'LIABILITY -A - -- --- - - - -- --(98) 716'1 13-61-_ - -10/01/9i -i0/01/98— - EL EACH ACCIDENT - - $ 1061000 - THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ 500,OOD PARTNERSIEXECUTIVE — OFFICERS ARE. EXCL EL DISEASE-EA EMPLOYEE $ 100,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES6PECIAL ITEMS CERTIFICATE HOLDER IS LISTED AS "ADDITIONAL INSURED" AS RESPECTS THE TERMS OF THE CONTRACT CERTIFICATE:HOLDER .. :.GANCEL'LATION ..... ., SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE PALM SPRINGS EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3200 E TAHQUITZ CANYON WAY BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS CA 92262 OF ANY KIND UPON THE COMPANY,ITS AGENTO.Op,REPRESENTATIVES, AUTHORIZED REPRESENTATIVE ' 1 . ... .. ... {3., �ACD���G��C RO'COAPO ATI6N3988 ..' . V U JAB albllla►® PERTIFIC D A OF LIABILITY Ik OF E 04/08/98 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Parker, Remsen & Sullivan, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 317 Cleveland Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 4449 COMPANIES AFFORDING COVERAGE Highland Park NJ 08904 COMPANY A Vigilant Ins. Co INSURED RE+CE COMPANY Pentomation Enterprises Inc. B Federal Ins. Co. Attn: Mr. David Madea �p{� 14 1999 COMPANY One Bethlehem Plaza Bethlehem PA 18018 C If AMENDED CERTIFICATE J CITY CLERK COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM/DDNY) DATE (MM/DDNY) B GENERAL LIABILITY 3500-15-62 10/01/97 10,101/98 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE �OCCUR PERSONAL&ADV INJURY $ 2,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any ane Flre) $ 2,000,000 MED ESE(Any ane person) $ 10,000 B AUTOMOBILE LIABILITY (98)7110-32-36 10/01/97 10/01/98 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per perwn) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per.=denQ $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: $ B EXCESS LIABILITY (98)7908 33 86 10/01/97 10/01/98 EACH OCCURRENCE $ 2,000,000 X UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND WC STATU- ITH- EMPLOYERS'LIABILITY _ ---- -- -- -- - - - -_—(98) 7161 16113—fi 1— - -- -10/01/9i ---10/01/98-- EL EACFFACCIDEN� - ----$ -100,000- A THE PROPRIETORI PARTNERSIEXECUTIVE INCL EL DISEASE-POLICY LIMIT $ BOO,000 OFFICERS ARE EXCL EL DISEASE-EA EMPLOYEE $ 100,000 OTHER DESCRIPTION OF OPEBATIONSILOCATIONSNEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER IS LISTED AS "ADDITIONAL INSURED" AS RESPECTS THE TERMS OF THE CONTRACT :GERTIFUJATE'HOLDER',r'.. . . :.,.: ','r''' CANCELLATION ... .. . .. ... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE PALM SPRINGS EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3200 E TAHQUITZ CANYON WAY BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS CA 92282 OF ANY KIND UPON THE COMPANY„ITS AGENTS.OR REPRESENTATIVES. . . , ... .. .. .... .. AUTHORIZED REPRESENTATIVE ACORD'.CURP RA`T .. ... -r ION.i988 U JAB MARSH CERTIFICATE OF INSURANCE CERTIFICATE NUMBER CLE-000095928-01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE TWO LOGAN SQUARE POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE PHILADELPHIA,PA 19103-2797 AFFORDED BY THE POLICIES DESCRIBED HEREIN. Attn:Sari L.Johnson-Fax#215-246-1367 COMPANIES AFFORDING COVERAGE- COMPANY j< 2192-RECOV-GAWUP-2003 A Travelers Indemnity Company of Illinois INSURED SUNGARD PENTAMATION INC. COMPANYB TRAVELERS CASUALTY OF CT. �h1Y '>iEb PART OF SUNGARD DATA SYSTEMS INC. 225 MARKET PLACE COMPANY ' »e BETHLEHEM, PA 18018 C XL Insurance America, Inc. `''`, 'rn " COMPANY D COVERAGES This certificate supersedes and replaces any previously issued certificate for the policy period noted below. 4 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MMIDDNY) DATE(MM/DDIYY) GENERAL LIABILITY ___ GFNERAI-AGGREGATE $_ 2,000,000 A X COMMERCIAL GENERAL LIABILITY TJGLSASZ3K0073 05/01/03 05/01/04 PRODUCTS-COMPIOP AGO $ 1,000,000 CLAIMSINADEFRI OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 X ALIIABIIITY FIRE DAMAGE(Any one Ore) $� 1,0oo,000 MED EXP(Any one e,on) $_ _ 10,000 A AUTOMOBILE LIABILITY TJCAP823KO061(AOS) 05/01/03 05/01/04 COMBINED SINGLE LIMIT $ 2,000,000 B X ANY AUTO ITFCAP823KO097(TX) 05/OIIC:3 05/01/04 ALL OWNED AUTOS BODILY INJURY (Per peon) I SCHEDULED AUTOS HIREDAUiOS BODILY INJURY $ I NON-OWNED AUTOS DEDUCTIBLES: �(P-racadenU _ COMP :ACV LESS$1000 X PROPERTY DAMAGE %UTO PHYSICAL DAMAGE COLL:ACV LESS$1000 $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY. EACH ACCIDENT $ AGGREGATE $ Q EXCESS LIABILITY US000065951-103A 05/01/03 05/01/04 EACH OCCURRENCE $ 3,000,000 X UMBRELLA FORM AGGREGATE $ 3,000,000 OTHER THAN UMBRELLA FORM $ A WORKERS COMPENSATION AND TC2JUB189K4495(AOS) 05/01/03 05/01/04 X WCSAru- TH EMPLOYERS'LIABILITY TORV LIMITS ER A TRJUD823KO085(AZ,MA,OR) 05/01/03 05/01/04 EL EACH ACCIDENT $ 1,000,0()0 THE FROPRIETOW X- - — - - - - - - --- _— - - -_-- - - PARTNERS/EXECUTIVE INCL EL DISEASEPOLICV LIMIT $ 1,000,000 OFFICERS ARE EXCL EL DISEASELEACH EMPLOYEEl$ 1,000,0()0 (LINER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER IS LISTED AS AN ADDITIONAL INSURED,EXCEPT FOR WORKERS'COMPENSATION,AS RESPECTS THE TERMS OF THE CONTRACT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL I DAYS WRITTEN NOTICE TO THE CITY CLERK,CITY OF PALM SPRINGS CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR P O BOX 2743 PALM SPRINGS,CA 92263-2743 LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE ITS AGENTS OR REPRESENTATIVES,OR THE ISSUER OF THIS CERTIFICATE MARSH USA INC. By. Mary Radaszewski � MM1(3/02)" VALID AS OF: 05/02/03