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PENTAMATION ENTERPRISES, INC.
AGREEMENT FOR SOFTWARE LICENSE, SALE AND INSTALLATION
OF EQUIPMENT AND SUPPORT AND MAINTENANCE SERVICES
January 5, 1999
Name and Address of Client: City of Arcadia Pentamation Enterprises, Inc.
240 W. Huntington Drive 225 Marketplace
Arcadia, CA 91007 Bethlehem, PA 18018
Telephone: 626 -574 -5400 Telephone: 610 - 691 -3616
Fax: 626 - 821 -0092 Fax: 610-6914031
1. ';, oftware. License and imMernentation Services. Pentamation Enterprises, Inc. (Pentamation grants to
Client :and the Client accepts, a non - transferrable and non - exclusive license to use the computer
r;OgNvar, programs listed in Appendix 1 of this Agreement on Client's computer system(s) as identified
W! Alnpondix 1. The licensed software programs and related written materials are hereiria` ter
o!ic;Ct:,c +v r;;f rred to as tare "Uc:erlsz'd Systems ". Unless the source code is purchased by Client
u:-.der tine terms of this Agreement, this license is for the use of object code programs only.
i'csr�r: a.i+ n also agrees to provide d_10 computer software implementation services identified on
h -� The terms and conditions under vrhich the software license and implementation services
e t)rc`di�i �l ,,re set forth in Section I below, 'Software Ucanse'rerrns' .
,�alz „._int':tnstallation of 1;-:uuintnent. Pentamation hereby agrees to sell to Client and Csi; nt agr to
purcha, z,: the Equipment identified ire t,l,pend'A ; ( "Equipment "). The terms and conditions, fitr the
sate E':e Equipment are set forth in Section II '0,,dow, "Equipment Sale Terms ".
u,,rovt „_rd Maintenance Services Pentamation hereby agrees to provide or- cause to be provic.e: tc
Client anJ Client hereby agrees to pay for tiro computer hardware and /or software suppoi-r .yid
nOelret :+;ante. services which are init;aled by Client below Appendices 4(a) through 40) hereto, as
app'icahle, contain a description of the support and maintenance services chosen by Client.
'! Application Software �9atntenanac Support
Operating System G,nd Layered Software Support - Basic
R:)perating System ft
and Layered Software Support - Extended
Operating System and Layered Software Support - Self
Basic Hardware Idaintenance
Optional Hardware Maintenance
Off -Site Hardware Maintenance
Extended Hardware Maintenance
Carry -In Hardware Maintenance
__X Telephone Support Services
The terms and conditions for the support and maintenance services are set forth in Section III
below, "Hardware and Software Support and Maintenance Services ".
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4. General Terms and Conditions. Section IV below contains general terms and conditions applicable to
all products and services covered by this Agreement.
5. Appendices. The following Appendices are attached hereto and are part of this Agreement.
Appendix 1
Appendix 2
Appendix 3
Appendix 4(a)
Appendix 4(g)
Appendix 4(h)
Appendix 40)
Appendix 5
Licensed Computer Software Programs
Software Implementation Services
Equipment Being Sold
Application Software Maintenance and Support
Off -Site Hardware Maintenance Service
Extended Hardware Maintenance Service
Telephone Support Services
System Administrator Job Responsibilities
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND, the parties have caused
this Agreement to be signed by its duly authorized officer.
CITY OF ARCADIA
By: - "-A
(Authorized Signature)
Citv Manager
(Title)
` -0 j"
(PEI 11) (Date)
APPROVED AS TO FOP11:
t
Michael "H. M ller
Citv Attornev
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PENTAMATION ENTERPRISES, INC.
B: �C L-
(Atithorize y �� gnature)
President
(Title)
December 23, 1998
(Date)
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THIS Agreement is made as of December 24, 1998 by and between the City of Arcadia, a municipal
corporation ( "Client ") and Pentamation Enterprises, Inc. ( "Contractor ").
RECITALS
A. Client desires to utilize the services of Contractor as an independent contractor to provide a
computerized financial management system, including software and hardware and all necessary
licenses, installation and maintenance therefore.
B. Contractor represents that it is fully qualified to perform such services by virtue of its experience
and the training, education and expertise of its principals and employees.
NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions
herein contained, the parties hereto agree as follows:
1. Status as Independent Contractor
A. Contractor is, and shall at all times remain as to City, a wholly independent contractor.
Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or
otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have
control over the conduct of Contractor or any of Contractor's employees, except as set forth in
this Agreement. Contractor shall not, at any time, or any manner, represent that it or any of
its agents or employees are in any manner agents or employees of City.
B. Contractor agrees to pay all required taxes other than sales or use taxes on amounts paid to
Contractor under this Agreement, and to indemnify and hold City harmless from any and all
taxes, assessments, penalties, and interest asserted against City by reason of the independent
contractor relationship created by this Agreement. In the event that City is audited by any
Federal or State agency regarding the independent contractor status of Contractor and the
audit any way fails to sustain the validity of a wholly independent contractor relationship
between City and Contractor, then Contractor agrees to reimburse City for all costs, including
accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Contractor shall fully comply with the workers' compensation law regarding Contractor and
Contractor's employees. Contractor further agrees to indemnify and hold City harmless from
any failure of Contractor to comply with applicable worker's compensation laws. City shall
have the right to offset against the amount of any fees due to Contractor under this Agreement
any amount due to City from Contractor as a result of Contractor's failure to promptly pay to
City any reimbursement or indemnification arising under this Section 1.
2. Standard of Performance. Contractor shall perform all work at the standard of care and skill
ordinarily exercised by members of the profession under similar conditions.
3. Indemnification. Contractor agrees to indemnify the City, its officers, agents, volunteers,
employees, and attorneys against, and will hold and save them and each of them harmless from,
and all action, claims, damages to persons or property, penalties, obligations, or liabilities that
may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other
organization arising out of the acts, errors or omissions of Contractor, its agents, employees,
subcontractors, or invitees, including each person or entity responsible for the provision of
services hereunder.
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In the event there is more than one person or entity named in the Agreement as a Contractor, then
all obligations, liabilities, covenants and conditions under this Section 3 shall be ,joint and several.
4. Insurance. Contractor shall at all times during the term of this Agreement carry, maintain and
keep in full force and effect, with an insurance company admitted to do business in California and
approved by the City (1) a policy or policies of broad -form comprehensive general liability
insurance with minimum limits of $1,000,000.00 combined single limit coverage against any
injury, death, loss or damage as a result of acts, errors or omissions by Contractor, its officers,
employees, agents and independent contractors in performance of services under this Agreement;
(2) property damage insurance with a minimum limit of $500,000.00; (3) automotive liability
insurance, with minimum combined single limits coverage of $500,000.00; (4) professional liability
insurance (errors and omissions) to cover or partially cover damages that may he the result of
errors, omissions or acts of Contractor, in tin amount of not less than $1,000,000 per occurrence;
and (5) worker's compensation insurance with a minimum limit of $500,000.00 or the amount
required by law, whichever is greater. City, its officers, employees, attorneys, and volunteers
shall be named as additional insureds on the policy(ies) as to comprehensive general liability,
property damage, and automotive liability. The policy(ies) as to comprehensive general liability,
property damage, and automobile liability shall provide that they are primary, and that any
insurance maintained by the City shall be excess insurance only.
A. All insurance policies shall provide that the insurance coverage shall not be non- renewed,
canceled, reduced, or otherwise modified (except through the addition of additional insureds to
the policy) by the insurance carrier without the insurance carrier giving City thirty (30) day's
prior written notice thereof. Contractor agrees that it will not cancel, reduce or otherwise
modify the insurance coverage.
B. All policies of insurance shall cover the obligations of Contractor pursuant to the terms of this
Agreement; shall be issued by an insurance company which is admitted to do business in the
State of California or which is approved in writing by the City; and shall he placed with a
current A.M. Best's rating of no less that A Vii.
C. Contractor shall submit to City (1) insurance certificates indicating compliance with the
minimum worker's compensation insurance requirements above, and (2) insurance policy
endorsements indicating compliance with all other minimum insurance requirements above,
not less that one (1) day prior to beginning of performance under this Agreement.
Endorsements shall be executed on City's appropriate standard forms entitled "Additional
Insured Endorsement ", or a substantially similar form which the City has agreed in writing to
accept.
5. Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local governments.
6. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the
conditions of performance under this Agreement shall not be a waiver of any other condition of
performance under this Agreement. In no event shall the making by City of any payment to
Contractor constitute or be construed as a waiver by City of any breach of covenant, or any
default which may then exist on the part of Contractor, and the making of any such payment by
City shall in no way impair or prejudice any right or remedy available to City with regard to such
breach or default.
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7. Attorney's Fees. in the event that either party to this Agreement shall commence any legal or
equitable action or proceeding to enforce or interpret the provisions of this Agreement, the
prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including
reasonable attorney's fees and costs, including costs of expert witnesses and contractors, if it is
judicially determined that the non- prevailing party instituted or defended such action or
proceedings without any reasonable basis in fact or in law.
SECTION I
SOFTWARE LICENSE TERMS
1. License of Pentamation Application Programs
a. The License granted under this Agreement authorizes Client to possess and use solely for its own
use copies of the Licensed Systems on the computer system(s) identified in Appendix 1. 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 Client.
b. The functions and features of the Licensed Systems softwafe are defined by the Pentamation
Application Software Specifications and the Pentamation User Manuals. If applicable,
Pentamation's responses in the Application Software Specifications section of Pentamation's
proposal represent its best professional judgment in response to the Client's stated software
requirements. However, there is she potential for multiple interpretations of the Client's stated
requirements. Pentamation'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 Appendix 1 of this Agreement and the
validity of this license is contingent upon the payment of such fees.
d. If Pentamation develops additional releases of the Licensed Systems which incorporate changes and
enhancements, it will make such new releases available to Client under the terms of its Application
Software Maintenance Support Services as set forth on Appendix 4(a), if chosen by the Client.
e. Client recognizes that the Licensed Systems are confidential and trade secret property which is
proprietary to Pentamation. Client, its agents, employees and representatives shall not make
available or disclose in whole or in part, any Licensed Systems, including flowcharts, logic
diagrams and program code, to any third parties. Licensed Systems which are provided by
Pentamation may be copied by Client for backup purposes only and Client shall not otherwise
print, copy or duplicate the Licensed Systems. Client 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. Client may not assign, timeshare, rent, reverse
engineer, disassemble, de- compile, 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 Client shall return to Pentamation the original and all copies of the Licensed Systems and the
related written materials except that, upon prior written authorization from Pentamation, the Client
may retain a copy for archival purposes only.
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2. Application Program Implementation Services
a. Pentamation shall provide to Client installation services, training of Client's personnel and
technical assistance in the operation and use of the Licensed Systems as set forth and for the
charges listed on Appendix 2.
b. Implementation of the Pentamation Application Programs will be deemed completed 45 days after
+ham the Licensed Systems are operational according to the Pentamation Application Program User
Manuals, or when the Client begins processing data using the Application Programs, whichever
occurs first; unless Client gives Pentamation written notice during said 45 days of a defect in
operation.
c. The timing of the delivery and installation of the licensed Systems will occur as mutually agreed
by Pentamation and Client.
d. Pentamation will convert Client's files to the new system's files. Client shall provide complete and
correct copies of its present system files in ASCII format and on media readable by the new
hardware. Client shall also provide current file record descriptions and file layouts to Pentamation.
The fee for file conversion services is set forth in Appendix 2.
3. Warranty
a. Pentamation 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 Client will not violate or
infringe upon any patent, copyright or other proprietary right of any third person. Pentamation
will defend, indemnify and hold Client harmless from and against any loss, cost, liability, attorney
fees and expense arising out of the breach of the foregoing warranty.
b. Pentamation warrants that the Licensed Systems will function as described in the Pentamation's
response to the City RFP dated October 22, 1998 attached and incorporated as part of this
Agreement; the Pentamation Application Software specifications and the user manual current
at the time of shipment then ettffent tiseF fnantial wheft shipp to the Client. In the event of a
defect in a program, Pentamation's sole responsibility shall be to replace or correct the defective
program without additional charge to Client provided there is in effect between Pentamation and
Client an agreement for Application Software Maintenance Support Services. No warranty is given
and no warranty corrections, replacements or services will be provided if Client 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 Pentamation,
where Equipment used by Client has not been approved by Pentamation (approval not to be
unreasonably withheld), where Client has made unauthorized changes to the programs
(authorization not to be unreasonably withheld) or where Client has given inaccurate information
to Pentamation concerning Client's requirements. Pentamation hereby approves all equipment
and programs provided by Pentamation including without limitation changes that Client will
be using upon execution of this Agreement.
c. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client agrees that
Pentamation's liability hereunder for damages for failure to replace or correct a defective program,
regardless of the form of action, shall not exceed double the charges paid by the Client for the
defective program.
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d. No action, regardless of form, arising out of the transactions under this Agreement, may be
brought by either party more than one two years after the cause of action has accrued, except that,
an action for non- payment may be brought within oft two years after the date of the last payment.
4. Client Responsibility
a. Client 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 Client's requirements for security and accuracy of
input and output data as well as restart and recovery in the event of malfunction or disaster, (3)
informed use of output data insofar as technical expertise or professional judgment is required and
(4) security maintenance and distribution of system passwords.
b. Client 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 Pentamation'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
Pentamation, all of the foregoing shall be in place prior to installation of the Licensed Systems.
c. Client will appoint an individual to serve as central liaison with Pentamation, who shall have the
responsibilities of system administrator as defined in Appendix 5. Client is also obligated to
provide adequate personnel having sufficient skills and experience to operate and manage the
Licensed Systems. Pentamation will designate Gerry Wayland and a Pentamation
Implementation Manager as the key persons for City contact.
d. Client agrees to keep in force hardware and operating system software maintenance contracts or to
have such services provided by Pentamation under the terms of this Agreement, so long as the
Client and Pentamation have an Application Software Maintenance Agreement in effect.
Pentamation hereby agrees that the City has initially satisfied the obligations of this paragraph
by entering to the support and maintenance services contracts contained in this Agreement.
e. Client will contract for maintenance on the Informix software products beginning with the effective
date of the Informix license.
f. Client will be responsible for the costs of travel, lodging and related expenses for training and
support provided by Pentamation at Client's location subject to the limitations set forth in the
Appendix.
5. Term of License. The license granted hereunder shall be perpetual provided that Pentamation shall
have the right to terminate this license in the event of Licensee's substantial breach of any of the
material terms hereunder subject to written notice and a reasonable period of time to cure.
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SECTION II
EQUIPMENT SALE TERMS
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1. Prices. The Equipment and prices for the Equipment sold hereunder are listed and set forth on
Appendix 3.
2. Equipment Installation Services
a. Pentamation 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 Client's premises.
b. Prior to installation of the Equipment, representatives from Pentamation will visit the Client's
premises 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. Subject to City approval, Pentamation will order and coordinate the installation and check -out of
the communications facilities with the Equipment installation. Glient agfees to sign it leffef of
€ -eErtt muni eat ions f�eilities and ser
d. Pentamation r'- mits- desig-ffee shall perform computer installation services on the Equipment on the
Client's premises. Installation shall be completed on a mutually agreed date consistent with the
proposed calendar in the contract - to he finalized upon execution of this Agreement, subject to
the obligations of Client to provide the operation,,! Nnvironment for the Equipment as provided
below under "Client Responsibilities ".
e. Pentamation will provide the Client with a set of standard reference manuals for operation of the
Equipment by Client's trained personnel.
3. Client Responsibilities
a. The Client 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 Client 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 Client shall provide Pentamation of its designee full and free access to the Equipment to
provide the installation services. The Client's personnel shall not attempt any repairs or
adjustments to the Equipment at any time except under direction of Pentamation of its designee.
d. The Client 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. Pentamation shall not be responsible for any loss or damage to the Equipment caused by
the fault or negligence of Client or its agents or employees, by non - Pentamation alterations or
servicing, by common carriers, force majeure, fire or other casualty.
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4. Warranty. Pentamation warrants that the Equipment will be installed in good working order ready for
use according to the manufacturer's published specifications upon shipment to Client. Pentamation
hereby wiff assigns to Client all manufacturer's warranties related to the Equipment. Pentamation
upon shipment to Client warrants that the Equipment will be sold to Glie ' free and clear of all
encumbrances and liens at the time of shipment to Client and thereafter. Pentamation warrants that
the current versions of the License Systems applietttion saftwafe pfograffis liee s under this
Agreement are compatible with the Equipment being sold hereunder. Pentamation makes no other
expressed or implied warranties. Pentamation warrants that the equipment will function as
described in the response to the City RFP dated October 22, 1998. ALL OTHER WARRANTIES
AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED.
5. Other Terms Applicable to Equipment Sales
a. Pentarnation's installation personnel shall remain on Client's site not more than one day in the
event of Client's failure to fulfill its site preparation obligations. Return trips, if approved by the
City ueeessafy, shall be paid for by Client at Pentamation's prevailing per diem rates, plus
reasonably incurred 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 Pentamation until the purchase price is paid
in full. Risk of loss or damage to the Equipment shall be transferred to Client as soon as the
Iquipment leaves Pentamation's or manufacturer's premises for shipment to Client.
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SECTION III
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HARDWARE AND SOFTWARE SUPPORT
AND MAINTENANCE SERVICES TERMS
1. Terms
a. This Agreement for maintenance services shall begin on the date it is signed by Client and
Pentamation and shall remain in force until terminated by Client or Pentamation as provided
hereafter. Support and maintenance services may be terminated by Client on any anniversary date
of this Agreement, upon written notice given at least three months prior to the Ofigjmr} First
anniversary date or any subsequent anniversary date. This Agreement may be terminated by
Pentamation on any anniversary date beginning with the fifth anniversary, upon written notice
given at least s� nine (9) montlis prior to the fifth or any subsequent anniversary date.
b. Notwithstanding Cody to paragraph 1(a) above, Pentamation agrees that, with respect to any
eamputef hardware no longer in use, the Client may withdraw such Equipment from this
Agreement (and receive an appropriate reduction in the monthly maintenance fee) upon two months
prior written notice to Pentamation.
c. The Client or Pentamation may terminate any maintenance services provided for in this Agreement
for failure of the other to comply with a material term or condition hereof subject to written
notice and a 90 day period to cure. the Perms -ate eondifiefis hefeef, upon thfee fflanths written
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2. Charges. Client agrees to pay the monthly charges for support and /or maintenance services as listed
and set forth in Appendix 4 hereto. All such charges are subject to increase or other change by
Pentamation after the first year of this Agreement, upon three months prior written notice by
Pentamation. The Client agrees that failure on its part to allow for remote problem diagnosis when
Remote Diagnostic Capability is included as part of the described maintenance or support services will
result in additional monthly charges. Annual increase will be limited to 8%.
3, Client Obligations. The Client 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 Pentamation's recommendations. The Client further acknowledges and agrees to
provide access to Client's application and /or operational system software where necessary for
Pentamation to provide its services hereunder. The Client 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 Appendix 4(a) through 40) hereto a
description of the support and maintenance services provided by Pentamation for the level of computer
hardware and /or software support and maintenance services chosen by Client and the monthly charges
for the same.
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5. Warranty. Pentamation warrants that Pentamation or HP of its designee shall provide the hardware
and /or software support and maintenance services described in this Agreement in a good and
workmanlike manner. Pentamation makes no other implied or expressed warranties. In the event of a
breach of this warranty, Pentamation's sole obligation shall be to in a timely and responsive manner
perform the work contracted for or to correct any defective work by Pentamation at their expense
including travel. In no event shall Pentamation be liable hereunder for an amount in excess of double
the total charges paid or payable by Client during one year for hardware and software support and
maintenance services.
G. Change in Services. Pentamation shall make available to Client any policy or service changes in
connection with the support and maintenance services provided hereunder. Client shall have the option
of having the changes incorporated in this Agreement.
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1. Payment and Billing
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SECTION IV
GENERAL TERMS AND CONDITIONS
A. The Licensee agrees to pay PENTAMATION the license fee charges as set forth in Appendix 1.
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 PENTAMATION 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 Client hardware. For the first year only this amount is discounted
50 %.
E. All taxes, except taxes based on the net income of PENTAMATION resulting from the licensing or
use of the Licensed Systems by the Licensee, including, but not limited to, property, sales, or use
taxers, shall be the sole responsibility of the Licensee, and, where applicable, shall be added to
PENTAMATION'S invoice.
2. Entire Agreement. This agreement, including Pentamation's response to Client's RFP dated
October 22, 1998 and the Appendices 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.
3. Limitation. Pentamation shall not be liable in any event under this Agreement for punitive, indirect,
or incidental damages suffered by Client. Pentamation shall be liable for consequential damages if
they are caused by a willful and intentional breach of a material term of this Agreement by
Pentamation or the gross negligence of Pentamation.
4. Assignment. This Agreement may not be assigned, sublicensed or otherwise transferred by Client or
Pentamation to any other person or entity without the written consent of the other party to this
Agreement which consent shall not be unreasonably withheld. "ems. 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.
5. Scope of Work. Any changes in the scope of work covered by this Agreement, including requests by
Licensee 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.
6. Hiring. Client and Pentamation 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.
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7. l tftg2 ria California Law. This Agreement shall be interpreted and construed in accordance with
Pefinsylyani California law.
Confidentiality. Pentamation acknowledges the confidentiality of Client's data, passwords and other
confidential and proprietary information of Client. Pentamation shall take all reasonable steps to
safeguard stieh eenfide Client's information and shall not use or disclose the same, except in
connection with its obligations hereunder and after receipt of authorization by Client.
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APPENDIX]
Licensed Computer Software Programs
Fund Accounting /Grants /AP /GL
- Includes Budget Preparation
- Includes Purchasing
Human Resources: Personnel
- Includes Applicant Tracking
Includes Personnel Attendance
Human Resources: Payroll
Position Control
Personnel Budgeting
Salary Projection
Fixed Assets
Vendor Bidding
REVENUE /BILLING APPLICATIONS_
Accounts Receivable
Receipt Manager
Application 'Total:
Cognos Rel(-)rt Writer - 15 users
Informix Software -- 15 concurrent users
ESQI,
SQI.
Dynamic 4J "s Compiler (windows)
Dynamic 4.1's - 15 users
GRS Software Training (required modules)
GRS Travel Expenses
Modifications - current rate $110/hour as required
Conversion - see fee schedule attached for options
Source Code optional purchase /escrow $1,000 annual
TOTAL:
OPTIONAL MODULES
Ticket Manager
Utility Billing Manager
Equipment Maintenance
Work Order module - in development
TOTAL:
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Char es
$26,000
18,000
3,500
3,500
1,500
5,000
3,000
6,500
4,500
$71,500
$ 6,000
4,500
375
540
6,000
3,000
35,500
20,213
111
$169,628
$15,000
16,500
6,000
$37,500
Charges for the software licenses as indicated above shall be invoiced uponClient's acceptance deiiveFy
and- ifistalla of the software installed on the Client's computer system following expiration of the 45
day test period as defined in Section I.2.h..
Identification Of Client's Computer Systems To Which The License Relates - Hewlett Packard Netserver
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CONVERSION OF EXISTING DATA
We will provide conversion programs or other methods for conversion, for all the necessary files used in
the Government OPEN SERIES applications, for fixed fees, as outlined on the attached "Conversion
Guideline ". Our approach to file conversion is that it be performed with a combination of Pentamation-
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 our programming
conversion services is based on a rate of $1,000 per day.
To accomplish the conversions, we will first schedule an implementation planning meeting to develop
workable timelines for the entire project. When we begin to write that conversion program, our technical
staff will meet with the person(s) designated by you to formulate a conversion plan. We will discuss file
layouts, data, and the individual fields to convert, resulting in a data conversion map. Work will be
performed at both Pentamation and client facilities. Additional travel /living expenses should be budgeted if
programmatic data conversion is desired. The client 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.
Validation information must also accompany the files provided by the client 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 of 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 client site, on the new computer system, by client appointed staff.
A 6 to 8 week lead time is needed to schedule conversion work from client system data tapes, provided that
we have record layout(s) of the file(s) that will be used as input to the conversion.
Where the files are key entered by the client, 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.
15-
CM
CM
DATA CONVERSIONS FEE STRUCTURE
FINANCIAL SYSTEMS APPLICATIONS
CONVERSION
APPLICATION /FILES FILE BUILD METHOD COST
Financial
Vendor File
Conversion Program
$2,000
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
1,000
Personnel
Demographic File
Conversion Program $3,000
History File
Builds as system is used N/A
Budgeting File
Data Entry Recommended N/A
Payroll
Payroll File
Conversion program for
YTD Information Only
$5,000
Other In'Formation via
Key Entry
Deduction File
5,000
Retirement File
Builds as system is used
N/A
Pyrl Reconciliation File
Builds as system is used
N/A
History File
Builds as system is used
N/A
Fixed Assets
Asset Item File Conversion Program $3,000
Accounts Receivable Conversion Program $ 3,000
TOTAL DATA CONVERSIONS 22 000
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 files other than those indicated. Additional
travel /living expenses should be budgeted if programmatic data conversion is desired.
16-
*AW rNP
REVENUE SYSTEMS APPLICATIONS
Utility Billing
Customer /Owner File Conversion Program $2,500
Billing File Conversion Program 5,000
Service /Meter File Conversion Program 3,000
Reading File Conversion Program 3,000
History Optional (Not recommended) 3,000
Time &, Material Minimum
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 files other than those indicated.
Additional travel /living expenses should be budgeted if programmatic data conversion is desired.
17-
APPENDIX 2
Software Implementation Services
BUSINESS APPLICATIONS
Implementation Planning
System Management
Fund Accounting
- Includes Budget Preparation
- Includes Purchasing
Human Resources: Personnel
- Includes Applicant Tracking
- Includes Personnel Attendance
Human Resources: Payroll
Position Control
Personnel Budgeting
Salary Projection
Fixed Assets
Vendor Bidding
Cognos Report Writer
REVENUEBILLINQ APPLICATIONS
M
Charges
DAYS
1.0
1.0
10.0
2.5
11.0
1.0
.5
.5
1.0
1.0
2.0
Implementation Planning 1.0
Accounts Receivable 2.0
Receipt Manager 1.0
TOTAL: 35.5 x $1,000 = $35,500
(included on Appendix 1)
Travel Allowance 3( 5.5 days 10 trips) $6,213, plus approximate airfare $14,000 = $20,213
(included on Appendix 1), (3.5 days average per trip)
OPTIONAL_ MODULES
Ticket Manager
Utility Billing Manager
Equipment Maintenance
TOTAL:
4.0
8.0
2.0
14.0 x $1,000 = $14,000
Travel Allowance (j4 days 4 trips) $2,450, plus approximate airfare $5,600 = $8,050
(3.5 days average per trip)
Additional on -site training will be provided at $1,000 per day plus expenses, if requested. Travel
expenses are conservatively estimated, at $175 /day plus airfare and should be more than adequate to
cover actual expenses. The travel allowance is an estimated budget; you will be charged for actual
expenses only and we will not exceed the budgeted allowance without notifying you in advance.
NOTE: Training day counts are based on a maximum class size of 16 individuals (eight terminals with two
individuals per terminal).
Charges for travel, lodging and related expenses of Pentamation personnel at Client's location shall be
invoiced as reasonably incurred.
18-
Equipment Being Sold
uantit
1
1
3
1
1
1
1
1
1
1
2
1
1
1
1
`40e APPENDIX 3 Page 1 of 2 '4110,
Product Description
Serial Number
Unit Charge
Total Charge
System Hardware
D6125A; Hewlett Packard Netserver LC3 6/400
To be supplied
2.969
2,969
Hardware includes:
o 350 -MHz Pentium II processor w/ 512K cache
o Integral Wide Ultra SCSI controller
o 64 MB ECC Memory
o (2) Serial ports; 9 -pin
o Parallelport; 25 -pin
o 5 -slot PCI Bus
o 1- shared PCUEISA Bus
0 350- wattpower supply
o 3- 5.25" halfheightreroovable,mediaslots
o 1.44 Mbytes Diskette hive in dedicated ,lot
o 2- Button Mouse
o Internal CDROM
o 3 hot pluggable dri ve bays
o 10 /100 Integrated NIC
D6098A; Hewlett Packard 128 MB 100MHz Memory Module
To be supplied
809
809
D4289A: Hewlett Packard 9,1 GB Hot Pinggable Flard Drive
To be supplied
1,119
3,357
D4943A; Hewlett Packani NetRaid -3 SCSI Array Controller
To be supplied
2,099
2,099
C1555B; Hewlett Packard SureStore DAT 12124 GB Internal Tape Drive
To be supplied
1,333
1,333
D2826A; Hewlett Packard 15" Color Monitor
To be supplied
249
249
SU1400NET; APC 1400VA Unitei.ruptable Power Supply
To be supplied
879
879
H5519A; Hewlett Packard Support Pack 4hT response 5X9
To be supplied
795
795
Diagnostic Support Package
To be supplied
2,000
2,000
Patch Cable to attach to existing 10Base•T Hub
10
10
System Software
SCO OpenServer Fatterprise Release 5.0.4 - 5 user base
To be supplied
1,395
1,395
SCO OpenServer 10 User License
To be supplied
495
990
SCO OpenServer Development System
To be supplied
395
395
EasySpooler Print Spooling Software
To be supplied
1,200
1,200
FormsXpress
To be supplied
3,000
3,000
FormsXpress Desktop Designer
To be supplied
1,000
1,000
19
Subtotal Page 1 of 2 22,480
M
APPENDIX 3 Page 2 of 2
Equipment Beine Sold
Ouantity Product Description
M
Serial Number Unit Charge Total Charge
Services
1 SCO Unix Training in Bethlehem, PA; up to 4 people, 4 days
3,000
3,000
1 Installation/Setup of SCO Unix Operating System
3,000
3,000
1 Installation/Setup of Informix and INET
2,900
2,900
1 Installation/Setup of Financial Applications
2,500
2,500
1 bnstallation/Setup of Revenue Applications
2,500
2,500
1 Installation/ Setup of Report Writer (3 PCs)
1,900
1,900
1 hnstall. /Setup of EasySpooler
400
400
6 Install. /Setup of EasySpooler print queues
50
300
1 Installation/Setup of FormsXpress
500
500
1 Installation /Setup of Printer for FormsXpress
100
100
I Installation/Setup of 4J's Application Software (10 PCs)
1,850
1,850
1 Applic. System Configuration, Bumin, Setup and Test in Bethlehem
3,500
3,500
1 Onsite Applic. System Installation, Setup and Network Verification
4,000
4,000
1 Freight and Insurance (Estimate)
500
500
Subtotal Page 2 of 2
26,950
Total $49,430
25% of Total Due upon signing $12,358
Travel related expenses are not included in price and will be billed as they are reasonably incurred.
Charges for equipment shall be invoiced as follows. 25% upon the signing of this Agreement, the balance, including hardware
installation charges, shall be invoiced upon the delivery and installation and successful running of manufacturer specified diagnostics
on the hardware.
20
Lwn
APPENDIX 4(a)
❑ Application Software Maintenance and Support
A. Services to be Provided
M
1. Provide standard product enhancements when and as the same are developed by Pentamation;
Pentamation shall distribute to Licensee one copy of such product enhancements or corrected
programs as soon as it is available. Licensee shall be responsible for incorporating such
enhancements in each copy of the applicable Pentamation Software licensed by Licensee.
2. 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 rocessing that can be provided within the intended capabilities of the product
for the Pa roll 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.
3. Provide assistance to Licensee in the use of the Pentamation Application Software via telephone
inquiries to Pentamation's designated software support offices up to the maximum number of
J( per application as lined in Appendix 4(a) paragraph C. Telephone support services are
available weekdays, excluding holidays, during normal business hours.
4. Investigate errors in the intended capabilities of Pentamation Application Software upon receipt
of notit- nation from Licensee and provide Licensee with an alternate procedure or programming
modifications to correct errors. Pentamation shall distribute to Licensee one copy of such
product enhancements or corrected programs as soon as it is available. Licensee shall be
responsible for incorporating such enhancements in each copy of the applicable Pentamation
Software licensed by Licensee.
All of the above services will be provided by telephone communication contact between
Pentamation and Licensee. Licensee will be responsible for all data line telephone charges
involved in providing Application Software Maintenance and Support and Pentamation will invoice
Licensee at cost.
B. Client Responsibilities
1. The Licensee will be responsible to provide a dedicated dial -up line with a modem of
Pentamation specifications on the Licensee's computer Equipment and a "superuser" system
log -in account for Pentamation's use in support of this Agreement.
2. The Licensee will be responsible to provide a QIC, 4mm DAT, or 9 -track tape drive which
will be used to install new software releases, updates, enhancements, etc.
3. Licensee will be responsible for the costs of travel, lodging and related reasonably incurred
expenses for training and support provided by Pentamation to personnel at Licensee's location.
4. Licensee will contract for maintenance on the Informix software products beginning with the
effective date of the Informix license.
5. Client agrees that if the Client has application software changes or screen changes made by
non - Pentamation employees, this may affect Pentamation's ability to perform its obligations
hereunder or may result in extra charges by Pentamation. Services necessitated by problems
caused by unauthorized Client changes, acts of God, or Client's improper use of the systems or
Equipment, or other causes beyond Pentamation's control may result in extra charges by
Pentamation.
21-
*NW 1400
C. Software Maintenance and Support
PENTAMATION Application Software Maintenance and Support will be provided to Licensee
when the Licensee begins processing data using the Application.
PENTAMATION Application Software Maintenance and Support will be provided by
PENTAMATION to Licensee for the charges as shown below. The fee for this service varies by
PENTAMATION 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
PENTAMATION'S then current hourly rates.
Fees and Maximum Support Hours Per Contract Year.
Application
Annual Fee
Maximum Hours
Fund Accounting /Grants /APiGL
$4,680
20
_ Includes Budget Preparation
_ Includes Purchasing
Human Resources: Personnel
3,240
20
_ Includes Applicant Tracking
Includes Personnel Attendance
Human Resources: Payroll
Position Control
630
10
Personnel Budgeting
630
10
Salary Projection
270
10
Fixed Assets
900
10
Vendor Bidding
540
10
Accounts Receivable
1,170
20
Receipt Manager
810
10
Total GRS Applications:
$12,870
GRS Applications discounted 50% year 1
6.435
Total GRS Applications Year 1
$ 6,435
Cognos Report Writer Maintenance - annual
$ 1,080
Informix Maintenance - annual
780
ESQL Maintenance - annual
78
SQL Maintenance - annual
110
Dynamic Q's Maintenance - annual
_ 1.620
TOTAL:
$10,103
22 -
LMI
NOT APPLICABLE
APPENDIX 4(b)
❑ Operating System and Layered Software Support - Basic
Software Product Updates. Updated versions of PEI Supported System and Layered Software Systems.
Product updates includin g documentation are automatically distributed on magnetic media. The Client
has responsibility for installing all updates as outlined in the release. PEI will quality assure all new
releases against PEI supplied application software prior to release.
Periodic Newsletter. Newsletters are periodically mailed to the Client. They are product related and
contain in ormation such as program change orders, work arounds, helpful hints, product availability
and seminar schedule information.
lt�Documentation Updates. In addition to documentation provided with updated versions of software,
wr a sent new and changed documentation throughout the course of their service contract.
Direct T le lione Sunrort. Direct telephone access to PEI's System Software personnel who provide
timel -y answers to usage questions assist Client 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. PST, Monday
through Friday, excluding PEI honored holidays.
Seminars. Client will be charged 50% of the then - current fee, per person attending PEI supplied
sem nays /classes pertaining to the software covered by this Agreement.
On-Site Ste? )[t. Client 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 he rounded off to the nearest 1/2
day A day is defined as 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding PEI observed
holidays. All on -site support tirne outside these hours will be charged at PEI's then current per call
rates for Systems Software.
uant%jy Product Description Serial Number Unit Chaff 'total Charee
TERMS OF PAYMENT
23 -
0
NOT APPLICABLE
APPENDIX 4(c)
❑ Operating System and Layered Software Support - Extended
M
Software Product U dates. Updated versions of PEI Supported System and Layered Software Systems.
Product updates inc u mg documentation are automatically distributed on magnetic media. The Client
has responsibility for installing all updates as outlined in the release. PEI will quality assure all new
releases against PEI supplied application software prior to release.
Periodic Newsletter. Newsletters are periodically mailed to the Client. 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,
,1i6n—twill be sent new and changed documentation throughout the course of their service contract.
Direct Telephone Support. Direct telephone access to PEI's System Software personnel who provide
time y answers to usage questions assist Client 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. PST, Monday
through Friday, excluding PEI honored holidays.
Seminars. Client will incur no charge when attending PEI supplied seminars /classes pertaining to the
software-covered by this Agreement.
Qnn_Si e Support. Client will have access to on -site support and will incur travel expenses only. Client
may use this feature to have system; updated by PEI personnel.
Quantil Pi.9duct Description S.rial Number Unit Charge Total Charge
TERMS OF PAYMENT
24-
NOT APPLICABLE
APPENDIX 4(d)
❑ Operating System And Layered Software Support - Self
Software Product Updates. Updated versions of PEI Supported Systems and Layered Software
Rstems. Product updates including documentation are automatically dystributed on magnetic media.
e Client has responsibility for installing all updates as outlined in the release. PEI will quality
assure all new releases against PEI supplied application software prior to release.
Periodic Newsletter. Newsletters are periodically mailed to the Client. They are product related and
contain to ormation 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,
Client will he sent new and changed documentation throughout the course of their service contract.
Seminars. Classes are available to Client at the full current fee.
On-Site Sun ort. All on -site support is billed in accordance with PEI's current System Software per
call rates and Tol icies.
Quantity Product Description Serial Number Unit Charge Total Charge
TERMS OF PAYMENT
25 -
on
NOT APPLICABLE
APPENDIX 4(e)
cm
❑ Basic Hardware Maintenance Service; Remote Diagnostics Yes No
On call remedial maintenance (maintenance performed by PEI or its designee which is necessary due to
Equr 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 Client
shall pay the PEI charges for travel time, labor time, plus travel expenses, at PEI's then current rates.
Remote diagnostics when Remote Diagnostic Capability is indicated as "yes" above.
Schedules reventive maintenance (maintenance performed by PEI 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 PEI expense with new or parts of equal quality, on an
exchange basis.
Labor and parts required to implement engineering changes considered essential by PEI 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_Chare sALN MC) do NOT cover:
Maintenance, repairs or reViacemcnt parts required due to loss or damage to the Equipment caused by
the fault of nylrgence of Client, alterations or service performed by other than PEI or its designee, or
by acts oi' Goc .
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 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 -PEI personnel.
Labor, travel time and travel expense for installation, repair or diagnosis of non -PEI maintained
Equipment, such as, but not limited to, phone company Equipment.
Labor, travel time and travel expense for service on PEI maintained Equipment caused by environment,
building power, or other Client controlled factors.
26-
i"i
NOT APPLICABLE
APPENDIX 4(e)
(continued)
M
Labor, travel time and travel expense for software or operator type problems such as, but not limited
to, recreating data packs.
Service provided by PEI, caused by exclusions, will be added to the next Client invoice at PEI's
standard rates.
Quantity Product Description Serial Number Unit Charge Total Charee
TERMS OF PAYMENT
27 -
En
NOT APPLICABLE
APPENDIX 4(t7
Optional Hardware Maintenance Service
E5
On call remedial maintenance (maintenance performed by PEI or its designee which is necessary due to
E0y 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 Client
shall pay the PEI charges for travel time, labor time, plus travel expenses, at PEI's then current rates.
Parts will be replaced when necessary at PEI expense with new or parts of equal quality, on an
exchange basis.
Labor and parts required to implement engineering chan4es considered essential by PFI 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 Months Maintenance Chat eg_s LC)PMMC1_do NOT cover:
Maintenance, repairs or replacement parts required due to loss or damage to the Equipment caused by
the fault of negligence of Client, alterations or service performed by other than PEI 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 anti 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 -PEI personnel.
Labor, travel time and travel expense for installation, repair or diagnosis of non -PEI maintained
Equipment, such as, but not limited to, phone company Equipment.
Labor, travel time and travel expense for service on PEI maintained Equipment caused by environment,
building power, or other Client controlled factors
Labor, travel time and travel expense for software or operator type problems such as, but not limited
to, recreating data packs.
28 --
NOT APPLICABLE
APPENDIX 4M
(continued)
m
Service provided by PEI, caused by exclusions, will be added to the next Client invoice at PEI's
standard rates.
Quantity Product Description Serial Number Unit Charge Total Charge
TERMS OF PAYMENT
29-
M
APPENDIX 4(g)
❑ Off -Site Hardware Maintenance Service
M
It is the Client's responsibility to decide when the Equipment needs service. Before requesting service,
the Client 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. Client than calls PEI for service and gives PEI information requested. If possible,
remedial advice will be supplied over the phone (i.e., loose cable to be tightened, replace fuse) and
Client will administer remedial action.
In the event immediate remedial action cannot be taken via the phone, the following procedure will be
followed:
PEI will arrange for replacement Equipment to be shipped via overnight package service and all costs
and expenses of the replacement equipment and- shipping shall be borne by Pentamation.
Replacement equipment will he new equipment, and all warranties and other terms contained in
Section II�� Equipment Sale Terms shall; be made and apply to the replacernent equipment.
Client will unpack the replacement Equipment and replace the malfunctioning Equipment with the
replacernent Equipment.
Client will run diagnostics software and report results by calling Pentamation Services.
Client will pack the malfunctioning Equipment in the replacement Equipment packing material and mail
malfunctioning Equipment back to Pentamation's service, center. Client agrees to pay return shipping
charges and incur the risk of loss or damage in transit. Client further agrees to pay shipping charges
associated with shipment of the replacement unit. Such charges will be added to the next Client
invoice.
Malfunctioning Equipment returned to PEI, in the case of purchase or lease /purchase, will become the
property of PEI unless Client elects repair, as outlined below.
Client may elect to have the original Equipment repaired and returned, in which case Client pays
additional freight charges associated with the return shipment to the Client of the original
malfunctioning Equipment and return the replacement Equipment at Client's expense as described
above, when the original replacement was made.
7'he Off -Site Monthly Maintenance Charges (OMMQ do NOT cover:
Maintenance, repairs or replacement parts required due to loss or damage to the Equipment caused by
the fault or negligence of Client, by non -PEI 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 Client's
premises.
30-
0
APPENDIX 4(g)
(continued)
m
Service provided by PEI, caused by exclusions, will be added to the next Client invoice at PEI's standard rates.
Quantity Prndurt Oucrip ian Scrial Number Unit Charge Total Charge
Diagnostic Support Package
JU MSS OF P).i!i1EN1 .
To be supplied 300 300
Total Annual Maintenance Charge $300
This service charge will become dne upon installation acid billed annually.
31
APPENDIX 4(h)
❑ Extended Hardware Maintenance Service:
Continuous Service Option Yes X No
Remote Diagnostics _X Yes____ No
Q
On call remedial maintenance (maintenance performed by PEI or its designee which is necessary due to
Equipment failure) between the hours of 8:30 a.m. and 5:00 p.m., PST Monday th.roii h Friday,
excluding holidays. For services performed outside these hours and items covered under Exclusions,
the Client shall pay the PEI charges for travel time, labor time, plus travel expenses, at PEI'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.
Defined response to calls placed within the contracted hours of coverage are determined by the Client'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 erformed by PEI or its designee which is designed to
keep the Equipment in ggood operating condition, scheduled between the hours of 8:00 a.m. and 5:00
p. in. , Monday through Friday, excluding holidays,
Parts will be replaced when necessary at PEI expense with new or parts of equal quality, on an
exchange basis.
Labor and parts required to implement engineering changes considered essential by PEI or its designee
to this operation of the Equipment or for safety reasons will be provided.
The Extended Monthly Maintenance Charges _(1.MMC do NOT cover:
Maintenance, repairs or replacement parts required due to loss or damage to the Equipment caused by
the fault or negligence of Client, alterations or service performed by other than PEr 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 expensz outside the hours provided for in this Extended Monthly
Maintenance Agreement, except as provided in 2 C above.
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 -PEI personnel.
Labor, travel time and travel expense for installation, repair or diagnosis of non -PEI maintained
Equipment, such as, but not limited to, phone company Equipment.
Labor, travel time and travel expense for service on PEI maintained Equipment caused by environment,
building power, or other Client controlled factors.
32-
M
APPENDIX 4 (h)
(continued)
CJ
Labor, travel time and travel expense for software or operator type problems such as, but not limited to, recreating data packs.
Service provided by PEI, caused by exclusions, will he added to the next Client invoice at PEI's standard rates.
uantit Product Description
1 D6125A; Hewlett Packard Netserver LC3 6/400
l D6098A; Hewlett Packard 128 MB IOOMHz Memory Module
3 D4289A: Hewlett Packard 9.1 GB Hot Pluggable Hard Drive
1 D4943A; Hewlett Packard NetRaid -3 SCSI Array Controller
1 C 155513; Hewlett Packard SureStore DAT 12/24 GB Internal Tape Drive
Serial Number Unit Charge Total Charge
To be supplied
Note
To be supplied
Note
To be supplied
Note
To be supplied
Note
To be supplied
Note
Total Annual Maintenance Charge $0
Note: The warranty upgrade listed on the Sale and Installation agreement upgtades this components warranty for a period of 36
months. Maintenance rates for subsequent years to be detennined by Hewlett Packard.
All travel expense; must be reasonable and subject to specific approval by client. This applies to all of the afore mentioned "travel expenses ".
TERMS OF PAYMENT
This service charge will become due upon installation and billed annually.
33
M
7
NOT APPLICABLE
APPENDIX 40l
p Carry -In Hardware Maintenance Service
rn
It is the Client's responsibility to decide when the Equipment needs service. Before requesting service,
the Client 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. Client then calls PU for service and gives PEI information requested. If possible,
remedial advice will be supplied over the phone (i.e., loose cable to be tightened, replace fuse) and
Client will administer remedial action.
The Client will be instructed to remove from service the complete defective unit and deliver it to the
Field Service Facility, designated by PEI, along with a description of the units malfunction.
The Field Service Facility, designated by PEI, will provide a two day commitment for repair.
The Client will pick up the repaired unit, when notified, reinstall it and run diagnostic software to
insure satisfactory return to service.
The Carry -In Monti Maintenance Charges (CIN) do NOT cover:
Maintenance, repairs or replacement parts required due to loss or damage to the Equipment caused by
the fault or negligence of Client, by non -.PEI alt - ,rations 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 Client's
premises.
Maintenance repairs or replacement parts required liar service on PEI maintained Equipment caused by
environment, building power, or other Client controlled factors.
Service provided by PEI, caused by exclusions, will be added to the next Client invoice at PEI's
standard rates.
Quantity Product Description Serial Number Unit Charge Total Charge
TERMS OF PAYMENT
34-
En
Telephone Support Services
A. Direct Telephone Support
APPENDIX 4 0)
M
Direct telephone access to PEI's System Software Support personnel who provide timely answers to usage questions, assist Client 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., PST,
Monday tluoughF'riday, excluding P131 honored holidays
B. On -Site Support
Client 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 1/2 day. A day is defined as 8:00 a in to 5:00 p.m., Monday through Friday, excluding PEI
observed holidays. All on -site support time outside these hours will be charged at PEI's them current per call rates for System Software.
Service provided by PEI, caused by exclusions, will be added to the rtes! Client invoice at PEI's standard rates.
Quantily Product Description Serial Number Unit Charge Total Charge
1 SCO Opcntieiver Entcrprsse Relea3 e 5.0.4 - 5 user base. To be supplied 2,400 2,400
2 SC'Cl OponSciver 10 User License To be supplied 300 600
1 SCO OpenServ:a Development System To be supplied
1 EasySp(x)ltr Print Spooling Se;ftwtue To be supplied 300 300
1 F'orm,Xpress To be. supplied 600 600
TERMS OF PAYMENT
Total Annual Maintenance Charge $3,900
This service charge will become due upon installation and billed annually.
35
cm
M
APPENDIX 5
SYSTEM ADMINISTRATOR
JOB RESPONSIBILITIES
Effective System Administration is the key to a successful installation and smooth on -going system
operation. System Administration personnel will be the focal point for communications between your
organization and Pentamation, and will handle the daily operation of the system.
System Administrative personnel should have or possess the potential to develop the following knowledge
and skills:
- General understanding of computer systems' architecture and configurations; recognizing
such pieces of hardware as CPU, memory, peripherals, scanners, etc.
- Understands general computer concepts such as relational database, operating systems,
application software, word processing, and fourth generation languages.,
- Excellent verbal and written communication skills with governmental administrators,
programmers, and system maintenance personnel.
- Understands the importance of data integn,ty and security (tile backups and password
control),
.• Understands what your organization requires from each Government application.
System Administration responsibilities include, but are not limited to, the following:
- Sole responsibility for communications with Pentamation Support personnel.
- Adds new users to the system and maintains security profiles.
- Completes backup and recovery procedures.
- Completes off -site backup procedures.
- Provides first level support to end users.
- Upgrades system software in conjunction with Pentamation 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.
36--
Dec 22, 1998
Page: 2
Arcadia, CA
Financial Systems Preliminary Implementation Plan
uman Resources: Payroll
1 11
i --' - --
-
! i -
--
uman Resources ersoneT—
Includes Applicant Tracking
Includes Personnel Attendance
2.5
I
! i
I
1.5
are h ouse-nventory
Fixed ed- Assets
--
i I
Vendor Bidding Sala
ry Projections
ersonne Eu geting
l ositio` n intro I
�nte- Iiigent Query Report rrter
-�-
�'
-
i-
i
i
-
I i uec i Jan I reb j Mari Apr i May i Jun ! Jul i Aug iSept Oct I Novi Decl Jan I Feb I Marl Apr I May! Jun I Jul i AugISeptl Oct I No
Dec 22, 1998
Page: 1
Arcadia, CA
Financial Systems Preliminary Implementation Plan
Activity Name I No'
Days
' 999 I 2000
Dec
Jan
' Feb , Marl Apr Mayl Jun i Jul i Aug ;Sept; Oct
Nov Dec Jan Feb, Ml r; Apr i May
Jun —,Jul
Aug
Sept
Oct
Nov
Implementation to - p
Contract Executed By Both Parties
I
Received By 12/31/98.
I
I
;This schedule is for planning purposes and is j
Hardware Ordered, Configured and
I
j !conditional upon Pentamation having
Installed at Client Site.
!
I
(received a fully executed contract from the
Informix Ordered and Installed.
(
i I
I ;client on the date indicated in the I
GRS Software and Databases
!
1 ! "Implementation Start-Up" section. A new
Installed.
!
l I
schedule and advised implementation.
Implementation Planning Meeting.
! I
;timeframe will be constructed in the event an i I I
j
I
eexecuted contract is not received as of the
j above indicated date. Any change in the
services io he provided by Pentamation, such
ata 0onversioo icy Appiication�—
as data file conversion and custom
j program,.t ng projects; play rewire that the
rove a ecordLayut
l
Documentation for Each File to be
Ischedule
be modi:_ed. I I
Converted.
1
Develop Data "Mapping"
j
Information.
Provide Sample Data Files, Properly
Formatted, Including Validation
Criteria.
Modification eve opment
I
; T` i
I
Modification esign & Approval
Modification Programming
j
Modification Testing
Modification Acceptance
Dec
Jan
Feb I
Mari
Apr I Mayl
Jun! Jul I
Aug
Sept' Oct I Novj
Dec
I Jan Feb
Mar,
Apr I Mayl Jun I
Jul I
Aug I
S—eptj
Oct IN
ov
Dec 22, 1998
Page: 3
Arcadia, CA
Financial Systems Preliminary Implementation Plan
Activity Name �i N o.
'Dec!
1999 1 i 2000
May Oct Nov Dec Jan. Feb Ma
Jan arl A j6f I,ug SeptF-- -rf--pr Ma Jun ,Jul Aug Sep Oct Nov
REVENUEZYSTEMS'.
Revenu6-App fi—cations
F m--p- Ve-m—e i it a-6 on- P fa —nn i n g
-Riceipts-Mana
e jer
-Accounts Rece-i—vabVe-----j
2
- ---------
LILL
Dec
Jan
Feb
1Mar jApr
jMay jJun 1 Jul j Aug jSeptI
Oct j Nov
jDec jJan j Feb
i Mar, Apr
j May, Jun I
Jul I
Aug
Sept
l Oct I
Nov