HomeMy WebLinkAboutAutonomy Inc Hewlett-Packard; 2014-10-22;ASSIGNMENT AGREEMENT
This Assignment Agreement includes the City of Carlsbad ("Customer"), Hewlett Packard
Enterprise. ("Original Contract Vendor"), 3000 Hanover Street, Palo Alto, CA 94304, and Entco
Government Software LLC, ("Assigned Contract Vendor") 1140 Enterprise Way, Building G,
Sunnyvale, CA 94089.
WHEREAS, the Customer had an agreement with Autonomy Inc. entitled Autonomy Software
License and Services Agreement, ("Contract") effective October 22, 2014; and
WHEREAS, Autonomy, Inc. was acquired by Hewlett Packard Company and the agreement
was assumed by Hewlett Packard Company;
WHEREAS, Hewlett Packard Company separated into two independent companies on
November 1, 2015, with Autonomy software assigned to Hewlett Packard Enterprise Company;
WHEREAS, the Contract, through an Assignment Agreement, was assigned to Hewlett Packard
Enterprise on November 1, 2015; and,
WHEREAS, Hewlett Packard Enterprise wishes to assign all its interests and obligations in the
Contract to the Assigned Contract Vendor;
THEREFORE, the parties agree:
1. Effective as of August 1, 2017 ("Assignment Effective Date"), the parties intend to
assign all rights and obligations, and delegate all performance under the Contract, to the
Assigned Contract Vendor.
2. The Customer approves the request of the Original Contract Vendor to assign to the
Assigned Contract Vendor all its interests, rights, responsibilities, obligations, duties, and other
provisions in the Contract, which is incorporated as Exhibit A, and:
(a) Original Contract Vendor irrevocably (i) assigns to Assigned Contract
Vendor all of its rights under the Contract and (ii) delegates to Assigned Contract
Vendor all of its obligations under the Contract; and
(b) Assigned Contract Vendor unconditionally accepts all of Original Contract
Vendor's rights and obligations in the Contract, and agrees to be bound by,
perform and discharge all of the liabilities, obligations, duties and covenants
under the Contract after the Assignment Effective Date.
3. The Original Contract Vendor and the Assigned Contract Vendor jointly and severally
represent to the Customer that:
( a) the Original Contract Vendor is not in default of any of its obligations
under the Contract; and
(b) the Original Contract Vendor has assigned to the Assigned Contract
Vendor, under separate agreement, sufficient information, rights to technology,
and key personnel sufficient to enable the Assigned Contract Vendor to properly
perform the duties, responsibilities, obligations, and all other provisions assigned
to the Assigned Contract Vendor; in addition, Original Contract Vendor assigns
all prepaid funds paid under the Contract to the Assigned Contract Vendor; and
( c) the Assigned Contract Vendor is able to perform all of the duties,
obligations, and responsibilities of the Contract.
4. Any amounts due under the Contract to the Original Contract Vendor for goods or
services before the Assignment Effective Date will be paid to the Original Contract Vendor.
Any amounts due under the Contract after the Assignment Effective Date will be paid to the
Assigned Contract Vendor.
5. The parties intend that this Agreement constitutes a novation, and that notwithstanding
anything to the contrary in the Assigned Contract, the Customer releases and forever discharges
the Original Contract Vendor, as well as its shareholders, directors, officers, employees, agents
and representatives, from all further obligations arising under the Assigned Contract, and from
all manner of actions, causes of action, suits, debts, damages, expenses, claims and demands that
the Customer has or may have against any of the foregoing entities, arising out of or in any way
connected to performance under the Assigned Contract on and after the Assignment Effective
Date. Nothing affects any rights, liabilities or obligations of the Customer or Original Contract
Vendor due to be performed before the Assignment Effective Date.
Note: Agreement must be signed by one corporate officer from each of the following two
groups:
*Group A.
Chairman, President, or
Vice-President
**Group B.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering officer(s) signing to bind the corporation.
Signed:
ORIGINAL CONTRACT VENDOR
Hewlett Packard Enterprise
By~~
Title: Senior Counsel
Date: ·71 (9 /~Ji'7
Continued on next page
ASSIGNED CONTRACT VENDOR
Entco Government Software LLC 8y4~
Title: Senior Counsel
Date: // / i /j,l11"7
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
CiO
Date: ,;-;2_017oRd..5>
City Clerk
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
By= rUJ l-,
Assistant City Attorney
Uesignee
Date:
Exhibit A
Autonomy Software License and Services agreement, ("Contract"), and inclusive of Assignment
Agreement effective November 1, 2015
Attached
Signed Assignment
Agreement for HPE.J
ASSIGNMENT AGREEMENT
This Assignment Agreement includes the City of Carlsbad ("Customer"), Autonomy, Inc. a
Hewlett Packard company, 3000 Hanover Street, Palo Alto, CA 94304, and Hewlett Packard
Enterprise, ("Assigned Contract Vendor") 3000 Hanover Street, Palo Alto, CA 94304.
WHEREAS, the Customer has an agreement with Autonomy Inc. entitled Autonomy Software
License and Services Agreement, ("Contract") effective October 22, 20 14; and
WHEREAS, Autonomy, Inc. was acquired by Hewlett Packard Company ("Original Contract
Vendor") and the agreement was assumed by Hewlett Packard Company;
WHEREAS, Hewlett Packard Company separated into two independent companies on
November 1, 2015, with Autonomy software assigned to Hewlett Packard Enterprise Company;
and,
WHEREAS, Hewlett Packard Company wishes to assign all its interests and obligations in the
Contract to the Assigned Contract Vendor;
THEREFORE, the parties agree:
1. Effective as of November 1, 2015 ("Assignment Effective Date"), the parties intend to
assign all rights and obligations, and delegate all performance under the Contract, to the
Assigned Contract Vend or.
2. The Customer approves the request of the Original Contract Vendor to assign to the
Assigned Contract Vendor all its interests, rights, responsibilities, obligations, duties, and other
provisions in the Contract, which is incorporated as Exhibit A, and:
(a) Original Contract Vendor irrevocably (i) assigns to Assigned Contract
Vendor all of its rights under the Contract and (ii) delegates to Assigned Contract
Vendor all of its obligations under the Contract; and
(b) Assigned Contract Vendor unconditionally accepts all of Original Contract
Vendor's rights and obligations in the Contract, and agrees to be bound by,
perform and discharge all of the liabilities, obligations, duties and covenants
under the Contract after the Assignment Effective Date.
3. The Original Contract Vendor and the Assigned Contract Vendor jointly and severally
represent to the Customer that:
(a) the Original Contract Vendor is not in default of any of its obligations
under the Contract; and
(b) the Original Contract Vendor has assigned to the Assigned Contract
Vendor, under separate agreement, sufficient information, rights to technology,
and key personnel sufficient to enable the Assigned Contract Vend or to properly
perform the duties, responsibilities, obligations, and all other provisions assigned
to the Assigned Contract Vendor; in addition, Original Contract Vendor assigns
all prepaid funds paid under the Contract to the Assigned Contract Vendor; and
(c) the Assigned Contract Vend or is able to perform all of the duties,
obligations, and responsibilities of the Contract.
4. Any amounts due under the Contract to the Original Contract Vendor for goods or
services before the Assignment Effective Date will be paid to the Original Contract Vendor.
Any amounts due under the Contract after the Assignment Effective Date will be paid to the
Assigned Contract Vend or.
5. The parties intend that this Agreement constitutes a novation, and that notwithstanding
anything to the contrary in the Assigned Contract, the Customer releases and forever discharges
the Original Contract Vendor, as well as its shareholders, directors, officers, employees, agents
and representatives, from all further obligations arising under the Assigned Contract, and from
all manner of acti.ons, causes of action, suits, debts, damages, expenses, claims and demands that
the Customer has or may have against any of the foregoing entities, arising out of or in any way
connected to performance under the Assigned Contract on and after the Assignment Effective
Date. Nothing affects any rights, liabilities or obligations of the Customer or Original Contract
Vendor due to be performed before the Assignment Effective Date.
Note: Agreement must be signed by one corporate officer from each of the following two
groups:
*Group A.
Chairman, President, or
Vice-President
**Group B.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering officer(s) signing to bind the corporation.
Signed:
ORIGINAL CONTRACT VENDOR
Hewlett Packard Company
C{L_
By: ""'"-t...----
Title: Senior Counsel
Date: 11/1/2015
By:
Title:
Date:
Continued on next page.
ASSIGNED CONTRACT VENDOR
HEWLETT PACKARD ENTERPRISE /): /._ __
By: ,. ff..iz;:cc_..
Title: Senior Counsel
Date: 11/1/2015
By:
Title:
Date:
Date:
ATTEST:
~022e~ BARBA E OLESON •
City Clerk
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
Exhibit A
Autonomy Software License and Services Agreement, ("Contract") effective October 22, 2014
Attached
City of Carlsbad
(CA)_Software Licen!
Hewlett-Packard Company
3000 Hanover St
Palo Alto, CA 94304
hp.com
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONTRACTS, BID BONDS, AND PERFORMANCE BONDS
I certify that Matthew Keck is authorized to sign bids, quotes, contracts, bid bonds and performance bonds
with government agencies, and other customers on behalf of Hewlett-Packard Company without limitation as
to the dollar amount, and affirm that his/her signature shall be binding on Hewlett-Packafd,. Company. This
authorization shall expire on June 30, 2016. , ,.J~/
I J "---if "#};, A~ '#"
d ''·=j ., lr/' Date : "'f", -'·'· / ""' "'"· . '\;
clean, Manager<.:_ Americas Contract
Operations.
**************************************************************************************************************************
"RESOLVED: That Dennis Pryor and Stuart Mclean, each one separately, is hereby empowered on behalf of
Hewlett-Packard Company to sign bids, quotations, leases and contracts with customers and government
agencies, up to an amount of $50,000,000.00, including such bids and performance bonds as may be required
in connection with such bids and contracts, and is further empowered to authorize employees of the Company
to sign such bids, quotations, leases, contracts and bid and performance bonds."
I, Rishi Varma, do hereby certify that I am the duly appointed Senior Vice President, Deputy General Counsel
and Assistant Secretary of Hewlett-Packard company, a Delaware corporation; that the foregoing is a full, true
and correct copy of the resolution adopted by the Board of Directors of said corporation on November 20, 2013;
and that the resolution has not been annulled, rescinded, or revoked and remains in full force and effect.
IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Co any.
;L
i
Dated: -~f--/j_l-+/-~---"'--!.1-""-r __
RishiV
(SEAL)
DocuSign Envelope ID: B2E42CB7-8558-4828-848A-33E185672CD4
HEWLETT PACKARD ENTERPRISE COMPANY
DELEGATION OF SIGNATURE AUTHORIZATION
FOR
DAY-TO-DAY BUSINESS OPERATIONS
I, Rishi Varma, Director and Secretary of Hewlett Packard Enterprise Company, a
corporation duly organized and existing under the laws of the state of Delaware, United States of
America ("HPEC") hereby delegate my signature authority for regular day-to-day business
operations of HPEC in connection with Hewlett-Packard Company's proposed plan to separate
into two independent publicly traded companies (the "Separation") to each of the following
individuals: Peggy Barber, Todd Tabor, Jim Rittinger and Matthew Keck. Furthermore, I certify
that each person is authorized to affix the signature of HPEC to such agreements, leases,
obligations, certificates and other papers, documents and instruments in writing, which he or she
may deem reasonably necessary to properly manage the regular day-to-day business operations
of HPEC relating to the Separation.
This delegation is effective as of July 1, 2015. This delegation may be revoked at any
time for any reason without notice. This delegation shall be automatically revoked should any of
the named individuals cease to be employed by Hewlett-Packard Company or any of its
subsidiaries or affiliates.
Dated: July 1, 2015
Rishi Varma
Director and Secretary
EXHIBIT 2
AUTONOMY Software Ucense and Services Agreement
This Software Ucense and services Agreement (the "Autonomy Agreement") is entered into
as of this $" d of October, 2014 (the "Effective Date") by and between Autonomy, Inc., a
New Jersey corporation, (a Hewlett-Packard company) with its principal place of business at 1140
Enterprise Way, Sunnyvale, CA 94089 ("Autonomy") and the City of carlsbad, with its principal
place of business at 1635 Faraday Ave. carlsbad, CA 92008-7314 (ACUstomer").
WHEREAS, Autonomy was acquired by Hewlett-Packard Company ("HP" or "Contractor") on or
about October 3, 2011;
WHEREAS, Autonomy desires to seR to Customer Autonomy's Products and/or Services;
WHEREAS. Autonomy desires to establish a contract directly with Customer to establish the
terms and conditions controlling the sale and purchase of such Products and/or Services;
WHEREAS, CUstomer and HP have entered into an HP Customer Terms-Portfolio with an
effective date of October, «.a 2014 as amended (colectively the "Agreementj. and
WHEREAS, Customer and Autonomy desire to incorporate the terms and conditions of the
Agreement, into the Autonomy Agreement as if set forth word for word herein.
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions herein
contained, the Parties agree as fotlows:
1. The HP Customer Terms-Portfolio is incorporated herein by reference as if set forth
herein word for word, and shall govern all Orders hereunder, with the following
exception: pricing shaH be as agreed to bei"Neen Autonomy and Customer.
2. For purposes of interpreting the terms of the HP Customer Terms-Portfolio as
incorporated herein, all references to HP in the HP Agreement shall be deemed replaced
with references to Autonomy, and the notification address for Autonomy shall be as set
forth above.
3. For avoidance of doubt, the Autonomy Agreement and any Orders hereunder are
entered Into between Customer and Autonomy, not HP. Further, this Autonomy
Agreement shaU not alter any license purchased by Customer under a separate
agreement with Autonomy.
4. The Parties agree that the terms of this Autonomy Agreement takes precedence over
the HP Customer T arms-Portfolio to the extent it includes new or different or inconsistent
terms.
5. The Autonomy products and Services shall be delivered and supported as per Exhibit A,
A-1, Exhibit B, Extribit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit Hand Exhibit I
attached hereunder. Exhibit B is the preceding authority if conflicts arise between
exhibits.
Contractor will obtain and maintain a City of Carlsbad Business license for the term of the
Agreement, as may be amended from time-to-time.
1
OFFICER'S CERTIFICATE
AUTONOMY, INC.
I. Catherine A. Lesjak, Director and Chief Financial Officer of Autonomy, Inc., a
corporation organized Wlder the laws of the state of New Jersey, (the "Corporation"), hereby
certify that attached hereto as Exhibit A is a full, true and correct copy of the authorization granted
to Neil Araujo by the board of directors of the Corporation and that such authorization has not
been annulled, rescinded, or revoked and remains in full force and ef1ect.
IN WITNESS WHEREOF, I have executed this Officer's Certificate on October~. 2014.
AUTONOMY, INC.
Name: ~ Lesjak-
Title: Director and Chief Financial Officer
Exhibit A
Authority Granted to Neil Arauio by the Board of Directors of Autonomy, Inc.
b rized p Auto ersons A h . ut ortty
Neil Araujo To act in the name of the Corporation and on its behalf to sign
commercial documents, including but not limited to product and
services agreements, non-disclosure agreements and requests for
proposals, up to a maximum value ofUSD $1,000,000.00
AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
Autonomy
(sign here)\
{\\6 \L. A.e.AV~o {ttl\ t.-\P tLrJ\
Autonomy
By:
(print name/title)
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
·Mayor
ATTEST:
e~~k"=
BARBARA ENGLESO
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
OFFICIAL SEAL
LEA G. MILLER
NOTARY PUBLIC, STATE Or ILLINOIS
My Commission Expires Jan. 3, 2018
Autonomy I HP Software
Reviewed and Approved as to Form and Content
-HP Software Legal Department
By: .---) .
-1-zx:._fl {<-/.-&-
Paul LeiiVContracts Negotiator
Date : September 30, 2014
2
Exhibit A
ORDER N0.1
SOFTWARE
This Order No. 1 ("Order") is issued under and subject to the terms and conditions of the
AUTONOMY Software License and Services Agreement (the "Agreement'') and any
supplemental documents attached hereto. Capitalized terms not otherwise defined in this Order
shall have the meanings given them in the Agreement, the applicable supplemental
document(s) and attached as Attachment A.
1. Software
2. Languages
3. Platform
4. Number of Copies
5. Number of Instances
6. Authorized Use
7. Territory of Software
Installation
8. Customer Ship To
9. Customer Invoice To
10. Customer
Technical Support
TeleForm Enterprise Bundle
TeleForm Reader
TeleForm Verifier
TeleForm Scan Station
English
Microsoft Windows SQL
One each of ( 1) above
One each of (1) above per Server
N/A
United States of America
QTY
1
1
19
14
Shipped F.O.B. point'of origin via electronic delivery to:
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone: 760-602-7593
E-mail: sherrv. remington@carlsbadca.gov
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2450
E-mail: infotech@carlsbadca.gov
Name: Bill Baer
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone: 760-602-2451
E-mail: bill.baer@carlsbadca.gov
3
11. License Fee
12. 24/7 Support Fee
(first year)
13. Payment Terms
for all Fees
14. License Term
15. Supplemental
Document(s)
US $86,160.00, invoiced immediately upon delivery
US $18,524.40 per annum for Support Services per
Attachment A.
30 days from date of invoice.
The Software is licensed for a perpetual term, subject to e~arlier
termination pursuant to the Agreement.
Software Supplement, attached hereto as Appendix 3.
4
ExhibitA-1
ORDERN0.1A
SOFTWARE
This Order No. 1A ("Order'') is issued under and subject to the terms and conditions of the
AUTONOMY Software License and Services Agreement (the "Agreement'') and any
supplemental documents attached hereto. Capitalized terms not otherwise defined in this Order
shall have the meanings given them in the Agreement, the applicable supplemental
document(s) and attached as Attachment A.
1. Software
H7Q21ME HP RM Base Edition 2 Nmd Usr SW E-L TU HP
Records Manager Base
Edition 2 Named Users Software E-L TU Qty 1
H7Q28ME HP RM Base Records Coord Nm Usr SW E-L TU
HP Records Manager Base Records Coordinator Named User
Software E-L TU Qty 5
H7Q30ME HP RM Base Knowl Worker Nmd Usr SW E-L TU
HP Records Manager Base Knowledge
Worker Named User Software E-L TU Qty 45
H7Q32ME HP RM Base Casual Cont Nmd Usr SW E-L TU HP
Records
Manager Base Casual Contributor Named User Software E-L TU
Qty 300
H7Q62ME HP RM Rendering SW E-L TU HP Records
Manager Rendering
Software E-L TU Qty 1
H7Q65ME HP RM 3M Objects Volume Pkg SW E-L TU HP
Records
Manager 3 million Objects Volume Package Software E-L TU
Qty 1
2. Languages English
3. Platform Microsoft Windows SQL
4. Number of Copies One each of (1) above
5. Number of Instances One each of (1) above per Server
6. Authorized Use N/A
7. Territory of Software United States of America
Installation
8. Customer Ship To Shipped F.O.B. point of origin via electronic delivery to:
5
9. Customer Invoice To
10. Customer Technical
Support
11. License Fee
12. 24/7 Support Fee
(first year)
13. Payment Terms for
all Fees
14. License Term
15. Supplemental
Document(s)
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone: 760-602-7593
E-mail: sherrv.remington@carlsbadca.gov
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2450
E-mail: infotech@carlsbadca.gov
Name: Bill Baer
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone: 760-602-2451
E-mail: bill.baer@carlsbadca.gov
US $110,770.00, invoiced immediately upon delivery
US $35,479.88 per annum for Support Services per Attachment A.
30 days from date of invoice.
The Software is licensed for a perpetual term, subject to earlier
termination pursuant to the Agreement.
Software Supplement, attached hereto as Appendix 3.
6
ATTACHMENT A -SOFTWARE SUPPLEMENT
1. DEFINITIONS.
1.1. "Product" shall mean the Software and any accompanying user documentation that are
delivered with the Software.
2. PROPRIETARY NOTICES. Customer shall not remove or obliterate any copyright, trademark
or proprietary rights notice of HP or Autonomy or its licensors from the Product and will
reproduce all such notices on all authorized copies of the Product.
3. SHIPMENT OF SOFTWARE. The Software shall be deemed accepted upon shipment.
Upon shipment, Customer may receive a temporary access code that will allow for
Customer's temporary use of and access to the Software. Unless otherwise specified, such
temporary access codes may expire ninety (90) days from the date of shipment of the
applicable Software. Upon receipt by HP or Autonomy of all applicable fees in accordance
with the Order, Customer will receive an access code that will allow for Customer's use of
and access to the Software (i) with respect to Software licensed for a perpetual term, on a
permanent basis, subject to the terms of this Agreement; or (ii} with respect to Software
licensed for a fixed term, for the remainder of the initial term or then-current renewal term.
4. SUPPORT SERVICES. Customer must purchase and receive maintenance and support
services (collectively, "Support Services"} for the Software for the first twelve (12)
consecutive months beginning at the date of the shipment of the Software ("Support
Services Start Date") in accordance with HP and Autonomy's standard terms of support as
set forth below. After such non-cancelable, non-refundable initial Support Services term,
Customer may elect in writing not to purchase and receive Support Services Provided
Customer is current in its payment of all Support Services fees, the renewal rate for Support
Services fees will be the previous year's rate plus an increase not to exceed five percent
(5%). Such rate increase shall not happen more than once per calendar year, and the
renewal rate for each following year shall continue to be at the renewal rate calculation until
the earlier of: (a} ten (10) years from the Effective Date, after which the parties will agree
reasonable renewal rate increases; (b) earlier termination of Support Services; or (C) HP or
Autonomy no longer offers Support Services for the Software. Should Customer allow
Support Services to lapse, reinstatement will be subject to the payment of applicable
Support Services fees for the lapsed period plus a reasonable reinstatement fee. HP and
Autonomy shall only be obligated to provide support for Software that is generally available.
HP and Autonomy will provide Support Services in accordance with the terms set forth
under Appendix 8:
4.1. Remote Support. HP and Autonomy may require remote access to Customer's system
to enable remote troubleshooting and corrective action work. If so, Customer will make
available to Autonomy, at the location designated in the applicable Order, the Software
for execution on equipment and the platform in accordance with HP and Autonomy's
environment specifications. Customer will provide remote access to the Software in
accordance with the City of Carlsbad remote access policy and requirements attached
hereunder as Appendix 2 for as long as HP or Autonomy provides Support Services for
Customer's system and an active Customer contact. Customer is responsible for
providing HP or Autonomy with remote access dial-up telephone numbers and
passwords or Virtual Private Networking (VPN) connectivity. HP and Autonomy will
provide remote support upon approval from Customer on an HP or Autonomy request
or through verbal confirmation. Customer acknowledges that HP or Autonomy may at
times access Customer's system in order to review recent corrective actions and their
7
impact on Customer's system performance. If remote access is not granted and HP or
Autonomy provides on-site Support Services at the City's request, Customer will be
invoiced in accordance with HP or Autonomy's then-current time and materials rates;
additionally, if, in HP or Autonomy's reasonable opinion, the problem requires HP or
Autonomy to provide on-site Support Services, Customer will reimburse HP or
Autonomy for travel and other expenses actually incurred in connection with
performance of such Support Services.
8
ExhibitS
Statement of Work
for
Enterprise Content Management
This Statement of Work ("SOW') for Professional Services ("Services") is governed by the terms
and conditions of the AUTONOMY Software License and Services Agreement.
1 EXECUTIVE SUMMARY
1.1 INTRODUCTION
This document contains the approach for the definition, configuration, and deployment of the
software and services for the enterprise content management system including workflow, data
migration, records management, contract management and agenda management for the City of
Carlsbad, CA. The City will partner with Autonomy, Inc. (AUTONOMY) on the implementation of
the AUTONOMY products.
1.2 SCOPE OVERVIEW
The scope and goals of this project will be described below. The project will also include a
migration from IBM FileNet Content Services version 5.5 and TAB system to AUTONOMY
software and related interfaces. The City will achieve this goal through a series of defined
Deliverables, and milestone achievements.
1.2.1 RESOURCES
AUTONOMY will provide bios for all AUTONOMY staff working on site. AUTONOMY will reply
to City requests for on-site staff changes upon written request to AUTONOMY providing an
explanation of the reason for replacing a staff member. AUTONOMY may replace staff at its
discretion during the project, but will notify City if replacements are planned. Staffing will be
reviewed and approved by the City, and will be not be unreasonably withheld. Staffing is
allocated during the Planning & Initiation phase. Only key project sponsors (implementation
director I executives, etc.) are capable of being determined and included within the
SOW/Contract.
AUTONOMY's Project Manager will be assigned to the project and will work a combination of
on-site and remotely in the management of the project. AUTONOMY's staff is available
between 9 am and 5 pm in the Pacific Time Zone during regular business days. AUTONOMY's
staff will follow AUTONOMY's holiday and vacation schedule (attached as Exhibit 1). As part of
the shared service expectation, additional AUTONOMY staff will be made available for
questions from City staff assisting AUTONOMY with the system configuration. Availability of
AUTONOMY staff outside regular business hours will be mutually agreed upon by the City and
AUTONOMY , understanding that meeting project deadlines will require City staff to be working
in addition to their regular day-to-day duties.
Shared Service Expectation -This model assumes the agency will dedicate resources to
complement AUTONOMY consultants throughout the duration of the project. This would be
accomplished by the City committing the following resources, at a minimum:
9
• Equivalent of 2 FTE's (PM, Technical Resource, Subject Matter Expert Resource) that
will assist with assess & define, software configuration and will serve as end user
training resources
• Subject Matter Experts for each department I major processes are also required
(primarily during assess & define and UAT stages).
1.2.2 REQUIREMENTS
The AUTONOMY products were selected based on a number of criteria including the responses
by AUTONOMY in their proposal to the City's Request for Proposals for an ECM.
AUTONOMY's responses to the requirements (in Exhibit E) are the driving elements of the
project scope. As such, technical requirements based on the scoring provided by AUTONOMY,
will serve only as an input to the requirements and design sessions in Phase 1 of the Project.
Any discrepancies in requirements will be identified in a Gap Analyses document.
Response Definition Implementation Expectation
0 Functionality not provided: Not included in Not in Scope
the proposal.
1 Partial functionality provided out of the Not in Scope
box: The vendor provides the functionality
in a limited way from its own code base.
No additional product, customization or
work-around can provide the full
functionality.
2 Full functionality provided through Can be provided at an additional
complex customization. The vendor can cost which is either outlined in
provide the functionality, but an additional AUTONOMY 's response as
product, customization or work-around is attached or agreed upon through
required. the Change Order Process
3 Full functionality provided through Simple In Scope, included in Exhibit B
customization (Less than 2 hours): The below
vendor can provide the functionality, but
an additional product, customization or
work-around is required.
4 Full functionality provided out of the box: In Scope, included in Exhibit B
The vendor provides the functionality below
from its own code base. No additional
product, customization or work-around is
required.
AUTONOMY agrees that functionality shall be delivered in accordance with the published
product documentation. Should an issue arise during configuration and/or testing, AUTONOMY
will work to resolve issues and train appropriate City staff (technical and configuration teams) on
10
I
how to resolve such issues so as to avoid and address issues for any configuration executed by
the City as part of the shared implementation plan.
1.2.3 OUT OF SCOPE
a) Any custom software enhancements such as; undocumented enhancements to source
code.
b) Extensions to the scope not documented in this Statement of Work. Fees related to any
extensions to the scope must be approved through the amendment process documented
in Section 4: Change Requests and Changes to This Statement of Work.
c) System Acceptance Configuration. System Acceptance requirements are met through
the process documented in Exhibit F Acceptance Process at the completion each
Deliverable. Any changes requested of the AUTONOMY implementation team to alter
the configuration of the base code, System Acceptance, must be documented through a
change order and may incur additional costs. The City has access to all built-in
configuration tools and is free to reconfigure or create new configuration as required or
desired.
d) Subject to the terms and conditions of the Agreement, no software licenses are granted
under this SOW., All HP/Autonomy software must be sized, licensed, and purchased
separately.
e) Autonomy may need to make minor changes during this SOW engagement to resolve
issues that were not apparent at the time this SOW was entered. In the event of such,
the HP Autonomy Consulting Director will discuss such potential changes with
Customer's technical leads to determine possible scope impact.
f) Any additions, modifications or changes to the activities expressly stated herein are
outside the scope of this SOW and may affect the schedule and fees set forth in this
SOW. If such additions, modifications or changes are required, a "change order" can
be issued and signed by both parties as an amendment (attachment) to this SOW.
1.3 PROJECT GOALS
a) Establish an enterprise content management system platform including:
a. Content workflow and approvals
b. Electronic signature
c. Records Management
d. Contract Management
e. Agenda Management
f. Citizen Access
g. Optical Scanning
b) Provide increased accountability and transparency;
c) Improve customer service and communication;
d) Reduce processing times for routing, approvals and signatures;
e) Provide cross-departmental content and approval tracking;
f) Provide effective, easy-to-use management tools.
g) Improve current business processes and software for:
a. Records Management
b. Contract Management
11
c. Agenda Management
d. Online citizen access to records
e. OCR Scanning
h) Provide user friendly reporting tools;
i) Allows for better security via single sign on and segregated roles and responsibilities;
j) Train users on the benefits and usage of the new applications;
k) Manage and support a complete adoption and migration for long-term usage of the
products by all registered users
1.4 ASSUMPTIONS
It is assumed that:
a) City will make technical resources available to assist with the initial installation and initial
data migration.
b) Staff with the appropriate skills and experience with the AUTONOMY products will be
furnished by AUTONOMY for each Consulting Session or other review activities,
whether onsite or conducted remotely. Each staff member will have experience with at
least five (5) AUTONOMY product implementations.
c) AUTONOMY will provide a project manager that is experienced and certified for the
AUTONOMY product.
d) The City will provide an adequate workspace for each onsite AUTONOMY consultant,
with internet access and close proximity to the City project team. Adequate breakout and
conference space will also be provided.
e) Adequate training space will be provided by the City for training throughout the project.
f) All software failures, or data issues found during implementation-whether by
AUTONOMY or the City will be tracked to resolution. AUTONOMY is not responsible for
data issues and resolution of data issues may increase the cost of the project.
g) All software failures or implementation issues will be responded to within mutually
agreed upon timeframes set out in this Agreement.
h) The City and AUTONOMY will make the project team members available for meetings,
consulting and training sessions, discussions and conference calls as scheduled. City
project team members will respond to information requests by AUTONOMY staff not to
exceed ten (10) Business Days unless agreed upon in time to minimize delays in the
project.
i) Whenever possible, City and AUTONOMY may consider alternative meeting options
such as WebEx, Video Conferencing, Remote Desktop and Conference Calls. Making
use of this technology will help in reducing travel and expense costs.
j) AUTONOMY resources will be on site for one (1) week prior to "Go Live" and one (1)
week post "Go Live" with three (3) weeks remote support for the project team.
k) and The City and AUTONOMY shall review their responsibilities before work begins
to ensure that Services can be satisfactorily completed.
I) AUTONOMY shall initially implement the current generally available version of the
AUTONOMY software at the time of the contract signing.
m) The City will provide AUTONOMY with network access for remote installation testing
through industry standards such as Virtual Private Network (VPN) or other secure
access methods after each AUTONOMY employee who needs access has signed
the appropriate VPN agreements attached as Appendix 2.
n) AUTONOMY is responsible to provide the City hardware specifications,
software and network configurations in accordance with AUTONOMY
specifications within an agreed period of time after project kick-off. Project
kick-off meeting will be scheduled after contract execution.
o) The City will provide/purchase/acquire the appropriate hardware, software and
12
infrastructure assets to support all purchased AUTONOMY software products
in development, testing and production environments, based on the
specifications provided in AUTONOMY documentation.
p) Data migration will be conducted in accordance with Section 5.6: Data
Conversion.
2 Implementation
2.1 IMPLEMENTATION APPROACH-
This section presents an overview of the implementation methodology and approach which will
be followed by the City and AUTONOMY, which is also a basis for the project plan structure.
2.1.1 Methodology
Plan -All of the work to establish the basic infrastructure and confirm general scope is
accomplished in the plan stage. This includes establishing the project plan and project team;
confirming resources and site facilities; ordering and constructing the technical system
(hardware, software, etc.); confirming the expected use of software functionality; identifying all
of the development programming work to be done and performing initial consulting.
Initiate-Process mapping is one of the most critical aspects of the implementation lifecycle
and includes a comprehensive review and analysis of the existing business processes along
with the subsequent definition of how those processes might be changed in light of the new
technology (i.e. understanding the "As Is" and defining the "To Be"). As such, designated and
empowered City personnel will be involved and engaged during this stage of the implementation
in order to provide AUTONOMY team members with requisite detail for the "As Is" and support I
feedback for the "To Be."
During this stage, key requirement decisions will be processed, confirmed, and reviewed. The
core project team will be trained on the system. The development and test application will be put
in use at the City and tested for basic operational capacity. The functional business
requirements will be understood, with decisions made as to how the software will be configured.
AUTONOMY staff will work with City Subject Matter Experts (SMEs) to re-engineer business
processes in order to: 1) leverage best practices based on AUTONOMY's experience with other
customers; 2) maximize knowledge sharing and collaboration across departments; 3) facilitate
adoption by internal users and the public; and 4) establish meaningful and reportable metrics to
track the efficacy of the business changes and system adoption. "To Be" workflows will be
created. Some core items will be configured. Detailed specifications for each development item
included in the development scope will be produced. Planning will begin for developing a user
training program. The project management team will continue to maintain tools established in
the Plan stage to keep the project on track. A design review will be held by the City team and
the project steering committee to confirm the "To Be" design.
Execute-The team will be implementing the process and system changes previously defined
during the initiate stage. The configuration of modules to perform functionality as identified in the
requirements will be led by AUTONOMY with the support of City staff. The technical team will
be reinforcing procedures to refresh and migrate data, create the production environment,
manage database versions, etc. Project management and City leadership will manage
organizational preparedness as modules begin testing and physical organizational changes
need to be made to prepare for system "Go-Live". A cutover plan from testing to production will
be developed, and the detailed configuration items will be finalized. A quality gate review will
be held by the City team and the project steering committee to confirm the quality of the work
prior to training and go live.
13
Confirm -Final preparation is being made by all teams for go-live in the confirm stage.
Integration and testing is following up the testing that was performed in the execute stage-
integration testing will test functionality between modules as determined by the flow of the
organization's business processes. The project team will create the support plan to provide
excellent service from the City help desk for go-live and beyond. Prior to go-live, a readiness
gate review will be held by the City team and the project steering committee to confirm the City
is ready for go live.
Support -The activities that occur after go-live, to ensure the system runs effectively, take
place during the support stage. AUTONOMY consultants will continue to support the City
through specific first time uses of the software, such as the first completed workflow, first
completed contract, first completed council meeting. The technical team will monitor the
performance of the system in its first month of production, paying particular attention to
database performance. The development team will be available for any assistance as the forms,
reports and workflows are used in production. Project management will focus on the issues log
to tackle any unexpected production issues that arise-although these should be minimized by
thorough testing and the quality gate review. A close out gate review will be held to confirm the
business is back to normal and the system is stable.
Initial support during the project will come directly from the AUTONOMY project team, however,
as the project progresses and end users have problems they should be directed to the City
Project Subject Matter Experts (SMEs) and/or the City's help desk. This will ensure the transfer
of knowledge from AUTONOMY to the city project team is happening. After the training program
is complete and the system is functional, City Project SMEs can assist or review all open
support cases. At go-live it is expected that AUTONOMY will have resources available in
accordance with the schedule outlined in this document to assist with any issues post go-live.
The goal of the AUTONOMY project team is to provide expeditious technical assistance to
AUTONOMY software users in overcoming issues, understanding certain functionality, and
recommending approaches to various scenarios. AUTONOMY will strive to answer City
questions quickly and accurately in accordance to service level agreements. AUTONOMY offers
multiple ways to contact the project team members. While the project is active AUTONOMY
team will request assistance from AUTONOMY support as needed, but will be the primary
contact for the City if any issue(s) are encountered.
2.1.2 Tracks
The following tracks re'present work tracks that run throughout the project methodology with
specific Deliverables at each stage:
Project Management -Using a proven implementation methodology along with years of
experience, AUTONOMY will follow the standard project management body of knowledge
(PMBOK) methodology and will adhere to the City's project gate reviews. Throughout the
project, the project manager for AUTONOMY and the City will keep the project organized, on
schedule and on budget. A series of project management tools will assist the project manager in
leading the project effort, including high level and detailed project plans, an issues log, a project
team organization chart and a comprehensive project communication plan that addresses the
communication needs for every internal and external stakeholder. These are all housed in the
City's portfolio tool, Daptiv. AUTONOMY will be provided access to this application and content
on the City's SharePoint project site. Deliverables outlined in this Statement of Work will be
developed and approved based on templates provided by either AUTONOMY or the City.
During the PLAN phase, AUTONOMY and the City will mutually agree on the template and
14
format of Deliverables throughout the project lifecycle. The City project manager will work with
the City to create a change management plan to assess the City's readiness for change and
provide sufficient preparation. Finally, at key milestones, a stage's Deliverables will be compiled
together for a complete project summary document.
AUTONOMY performs ongoing project management services throughout the implementation in
order to plan and monitor execution of the project. Project Management includes the following
tasks:
• Project plan management using Microsoft Project (made available to customer project
management team)
• Project document management using Microsoft SharePoint
• Issue log management and escalation
• Status reporting
• AUTONOMY will provide the City with weekly status reports that outline the tasks
completed including resources used by AUTONOMY staff to complete those tasks.
AUTONOMY will also provide details regarding the upcoming tasks that need to be
completed during the coming weeks, the resources needed (from the City) to complete
the tasks, a current or updated version of the project plan, and a listing of any issues that
may be placing the project at risk (e.g., issues that may delay the project or jeopardize
one or more of the production dates) as needed.
• Change order management
• Project workspace management
• Resource management
• Executive project oversight via Executive Director and Project Review Committee
Technical-The first activities to be performed for the implementation will be the specification,
ordering, staging, and installation of the system -the hardware, software and third-party
products that will make the AUTONOMY product function smoothly and reliably. The technical
track team will guide the City through a series of clearly explained activities and Deliverables to
ensure that the system is ordered to correct specifications. The City staff will order and install
the hardware. The software will be installed by AUTONOMY technical resources. Throughout
the implementation, AUTONOMY will provide technical consulting and knowledge transfer to the
systems' administrator(s) in areas such as database maintenance; data refresh and restore
procedures, data migration and printer setup. The technical track team is also responsible to
work with AUTONOMY and the City's 3rd party applications to create effective integrations.
Functional -The functional track consists of the following elements that may exist on the
implementation project: configurations, workflows, data conversions, forms, and reports. The
first activities and Deliverables revolve around a thorough scoping effort in the initiate phase in
each of these areas. The data migration conversion scope Deliverable will describe the source
data, volumes, conversion method, etc., so that a complete scope of every conversion
requirement will be established and updated throughout the project. This approach will be
consistent across the functional areas. After scoping is complete, "To Be" specification
documents will be completed for each item across the areas as needed. Finally, the system will
be configured, tested and implemented to ensure that all data flows in a manner that most
effectively supports the business requirements.
Training -Perhaps no area is more important to successful change management than end-
user training that will provide a rapid but deep understanding of how the system and new
business processes will support the performance of jobs on a day-to-day basis. AUTONOMY
Education will provide the City with the end-user training (see Exhibit D). Additionally,
Knowledge Transfer will need to be provided to the core team for early understanding of the out-
of-the-box system to assist with system configuration.
15
The Software listed under Exhibit A and A-1 are planned for implementation as outlined in
Exhibit B.
2.2. DEFINITIONS
Deliverable -means the tangible work product resulting from Autonomy's performance of
Services, as defined in this and subsequent exhibits.
Change Request -Means proposing a request for a change to this SOW.
Onsite -The activity shall be conducted at City facilities in Carlsbad, CA.
Third Party Software -Any software used to complete the project that Autonomy provides,
where ownership rights are held with someone other than the Autonomy.
2.2 PROJECT STAFF DESCRIPTIONS
The following table provides an overview of committees and positions. Final responsibilities of
team members are identified during the implementation-planning phase of the implementation.
Role/Position CITY . AUTONOMY
Executive Steering Committee Provide staff and facilities to the Provide support to City Project
Composed of Project implementation effort as Management Team in reporting
Sponsor, IT Director & CED described herein. project progress to Committee
Director, Assistant City Make final decisions on policy Manager, Public Works changes as necessary Manager Communicate to governing body
as necessary
Final City escalation point for
!project issues
Meet monthly or more frequently
as needed to review progress
Project Sponsor Approve material changes in the
'project plan
Advise Project Managers on
resolution of project issues
Immediately resolve any delay in
decision-making that could
impact the project timeline.
Report project progress to
Executive Steering Committee
.
Project Management Fulfill Go Live dates Fulfill Go Live dates
(AUTONOMY Project
Manager, City Project
Management Team)
Monitor and report overall Support City Project
implementation progress Management T earn in
monitoring and reporting
overall implementation
16
Role/Position · CITY AUTONOMY
'progress
Monitor and report progress on Monitor and report progress on
City's responsibilities AUTONOMY 's responsibilities
Immediately notify AUTONOMY Immediately notify City Project
Project Manager and Project Management Team and Project
Sponsor of any issue that could Sponsor of any issue that could
delay the project delay the project
Supervise City Project Team;
fulfill all City project Deliverables.
Provide availability to the
infrastructure and facilities as
I per the project schedule.
Provide City Staff according to Provide AUTONOMY Staff
the project plan. according to the project plan
Facilitate coordination between Facilitate coordination between
various external contractors and all AUTONOMY Departments
various City Departments
Document or supervise AUTONOMY will provide the
documentation of all important templates and help with the
project and software process for completing them.
configuration decisions
Coordinate, direct, and define Coordinate pre-Go Live testing
1 pre-Go Live testing by City Staff by AUTONOMY Staff
Serve as the point person for
all project issues.
Provide issue resolution status,
tracking, and procedures
Project Team Leads Team Leads from the City Check that Software operates
(Application) include individuals from after configuration as per its
community and economic Documentation
development, finance, records
management, public works,
parks and recreation, public
safety, and city clerk's office.
Coordinate with the Project Lead software configuration
Manager in communications and
issue resolution
Make recommendations to the Assist with the resolution of
Project Manager concerning any issues
1Policy or implementation issues
Participate in pre-Go Live testing Provide Knowledge Transfer to
the City core group during the
configuration of software
Assist AUTONOMY with
software configuration
Provide support to the user
community in the post
production timeframe
17
Roi~Position · CITY AUTONOMY
Project T earn Leads Refine specifications for reports Provide Knowledge Transfer on
(Technical) to be delivered by AUTONOMY how to process conversions
per this Statement of Work utilizing standard conversion
utilities according to City
specification and this
Statement of Work
Assist with converted data, Create and deliver Reports
Software Configurations, and according to this Statement of
Reports for compliance with Work
specifications
Set up security profiles. Provide Provide training on workflow
training on security. and assist with set up
Provide Specifications for Verify security profiles.
workflows if needed.
Provide hardware and security
access as needed.
Functional Experts (SMEs) Support Project Team Leads
and Project Manager in all their
duties
Assist with the assessment of
business processes and
identifying ways the new system
can be utilized.
Assist in the resolution of issues
impacting their areas of
expertise
Assist in the configuration of the
new system
Assist in the testing and sign off
of the new system
Assist in the organization
adoption and training of the new
system
(Remainder of Page Intentionally Left Blank)
18
3 Project Deliverables by Stage
The following tables describe, for each phase, the implementation activities and Deliverables to be completed by the respective City
and AUTONOMY roles. This implementation will have a City Project Manager and an AUTONOMY Project Manager. The
methodology applies the approach and tracks to form a well thought out RACI between the contracted parties.
For each stage below, tasks are generally assigned and arranged with responsibility definitions for both AUTONOMY and the City as
follows:
• Own -Ownership of the task throughout
• Participate -Active, ongoing participation in the task throughout; this includes tasks where AUTONOMY will train City
staff on any implementation processes for which AUTONOMY and City staff will share the workload (e.g.~
configuration)
• Advise -Advisory role as needed by the other party
• None-No planned/required involvement by the designated party
During the PLAN phase of the project, the detailed project plan will confirm these roles and responsibilities including estimated
resource allocation percentage for both parties according to detailed task.
3.1 PLAN DELIVERABLES AND TOOLS
Planning/! nitiation
Introductory Phone
call
lan all of the
sequences of major
steps in the project,
from contract signing
to go~live.
Plan the detailed
hours required for
each person on the
project team to
accomplish all of the
work are
This activity occurs post contract . The
Deliverable will be a Phone Call with instructions
for how to proceed for the planning phase.
Level The high level project
plan is an MS Project based visual representation
of the summary activities, Deliverables and
milestones of the project. It will be organized
around stages, tracks and Deliverables as well as
the
Project Plan -Detailed The detailed project plan
is an MS Project based representation of activities
and Deliverables assigned to specific people on the
project team. Each task assignment will include an
estimate of expected hours and remaining hours by
team member. This be tracked in the C
Participate
Project
Manager
Participate
Project
Manager
50
50
Participate
Project Manager
Participate
Project Manager
50
50
50
19
I assigned. I project management tool as well. (Daptiv)
Establish a central Log key principle is to foster an
place for all issues to environment, technically and culturally, where
be entered, tracked many people will use one central place to log
and managed towards issues and risk, in as easy a medium as possible. A
resolution. Establish a decision log will also be kept to confirm major
place for key project implementation decisions. Decisions are made and
decisions to be mutually approved by the AUTONOMY Project
documented Manager and at least one Project Lead (Tool)
(SharePoint)
This will be done in the City project
m tool as well.
Establish a The an Own 50 Participate 50
mechanism and spreadsheet that is established to track all aspects Project Project Manager
process to maintain of actual implementation costs against the budget. Manager
visibility on the overall (Tool) This will be done in the City project
project costs -budget management tool as well. (Daptiv)
vs. actual
a ication Plan The Communication Plan is Participate 50 Participate 50
communications plan an MS Word document that first identifies all of the Project Project Manager
that will identify all of internal and external stakeholders, and details the Manager
the necessary messages they need to receive, how often the
communications to messages should be sent, and in what medium.
keep all stakeholders Once this is established, a calendar is used to
informed throughout create specific communications tasks for the
the Man er.
Create project status Weekly project team meetings will have an Participate 50 Participate 50
meetings for the agenda prepared at least 24 hours ahead of Project Project Manager
various groups and scheduled meeting. All project status meetings will Manager
timeframes. include the use of WebEx or similar technology.
(ex. Project
team=weekly) Project Status template -See Share Point site
SME-Mo
Identify and document Risk Log maintained in Daptiv and displayed on Participate 50 Participate 50
project risks and the Sharepoint project page.
resoiutions
20
Deliver Planning &
Initiation Signoff to
City
Return Planning &
Initiation Signoff
ct a Technical
Planning
Teleconference that
will plan and prepare
all activities for the
Technical Track's
Planni
Review
Hardwarerrechnical
Specifications.
Deliver and review
Data Conversion
Tem
Prepare programs
/databases for
ration
Provide AUTONOMY
remote access to
required environment
for installations and
system configuration
uct an analysis of
existin workstation
Verified completion of all aspects of this stage,
provide Planning Stage Signoff Form
Confirm completion of PLAN stage; provide
executed Signoff Form
The Technical Planning Summary will summarize
on paper all aspects of the technical planning
teleconference, including responsibilities of all
parties, hardware specifications and ordering
instructions, database specifications, network
specifications, backup processes, technical
entation etc.
None
Own
The Hardware ons Docume nwill Advise
provide details regarding all requirements for
ensuring the overall hardware architecture will
function effectively including any mobile hardware.
AUTONOMY is responsible to provide the City
hardware, software and network configurations in
accordance with AUTONOMY specifications within
an reed od of time after the kick-off.
Agreed upon Data Conversion Template for City
usage to migrate data from current system.
List of identified databases by name and
location.
The City Network Engineer will conduct a needs
analysis and provide access to the appropriate
AUTONOMY resources at the appropriate access
levels. AUTONOMY to provide a list of qualified
users with signed VPN authorization forms.
AUTONOMY users authenticated.
tceou11re•menm list provides the
End User
Technical Lead
Participate
Technical Lead
Own
Technical Lead
Own
Network
Engineer
Own
Technical Lead
0
100
20
30
80
80
70
Own
None
Participate
Project Manager
Installation
Services
Coordinator/Syste
m Administrator
Own
Project Manager
Installation
Services
Coordinator/Syste
m Administrator
Own
Technical
Resources
Advise
Technical
Resources
Technical
Resources
100
0
80
70
20
20
30
21
specifications for use Workstations.
in determining
workstation upgrade
and/or installation
r~uirements.
Create AS IS and TO Context Diagrams provides the team with visual Advise 30 Own 70
BE contextual understanding of what environments will be used in Technical Lead Project Manager
diagrams each stage and how the data and content are Installation
moved between the systems. Services
Coordinator/Syste
m Administrator
PLAN: FUNCTIONAL
~~IT~~:I(~lWi~··~r~~~""'~''lll1~~·'tf~~·,."W'~~3T~~~;~uiJl':···;r:··;·;~~1B ~ ~J.~~ .. ~~ ~~ ': U;~ ~dU ~~~~1 J a..,~ .. .~~,.~i~ ~
Review Content of Agendas/Who to Attend -Agendas are a series Participate 50 Participate 50
Standard Functional of MS Word documents that provide standard Project Functional
Consulting Agendas content for each Functional Consulting session. Manager Consultants
and create a Attendees of Functional Consulting sessions would Functional
preliminary list of include the Core Project Team and Subject-Matter-SME Team
attendees for each Experts as necessary. Complete agendas will be Members
session. provided as part of the implementation plan.
Provide materials to Standard Consulting Manuals -Standard Advise 30 Own 70
assist with the training Manuals are ebooks and/or Adobe Acrobat Files Functional Functional
of staff throughout the designed to supplement training efforts via user SME Team Consultants
imf)lementation. guides to assist throughout the im_Qiementation. Members
Update City Updated City SharePoint Site which allows Own 80 Advise 20
SharePoint site to AUTONOMY employees access to project content Project Functional
manage project and data. Visibility to the status report as well as Manager Consultants
deliverables, any content documents, plans or other necessary
documents, UA T and templates.
other aspects of the
overall im_Qiementation
Deliver, review and Configuration collection templates-"As Is" Own 80 Advise 20
edit project templates workflows Functional Functional
SME Consultants
22
3.2 INITIATE Deliverables and Tools
Maintain
Maintain
Design Signoff
Discovery call owed
by Scope of work
deliverable.
City team to Instal
Prepare new
environment, based
upon AUTONOMY
hardware uirements
Discovery call followed
by written
specifications.
nication Plan
Test Plans will be documents that outline a test
plan for each module and will be modified and
owned by the city as needed. The test plans will
align with the process framework.
Design ate Review
City approval
• Staging Environment
• PRODUCTION Environment
Integrations:
• DocuSign
• Permitting system
• IFAS accounti
Owns
Functional SME Team
Members
Own
Project Steering
Committee
Own
Technical Lead
Network Administrator
Participate
Project Manager
Technical Lead
100
100
0
Participate
Functional
Consultants
None
None
Own
Project Manager
Installation S
80 Participate
Project Manager
30 Own
Project Manager
Developer
50
50
30
0
0
100
20
70
23
AUTONOMY consultant
to assist with
configuration and
training of Carlsbad
technical staff
Deliver API's for any
integrations that require
them (third
party/integration
Consultant to validate
City's specifications.
Specifically top 10
reports
Develop Configuration
Definitions -
Workf!ows/Record
• Customer Relationship Management
• City Website
• Granicus
• GIS
• Agenda Management Software
• TAB Fusion RMS v9.2.905 (or
replacement functionality)
Security Setup Own
Technical Lead
Network Administrator
Functional Experts
Deliverable = Tangible item in bold print City Role
City to provide the necessary API connections Own
to our systems. Technical Lead
Up to 10 Reports Development
Deliver Report I Forms Requirements and PDF
samples for any required custom reports (if
necessary)
Finalize List of Custom Reports I Output
Documents to be develo
Functional Specifications ocument
Participate
Technical Lead
Own
Project Manager
Functional Expert
Functional Experts
80 Participate
Project Manager
Functional Consultant
100 None
50 Participate
Technical Lead
70 Advise
Participate
Project Manager
Functional Consultant
20
%
0
50
30
80 Advise 20
24
·types/Automation
Return Process and
Configuration Collection
Templates to
AUTONOMY
Activities: Build Specs
Deliver and review list
of out-of-the-box
standard reports,
documents, dashboards
and search consoles in
order to identify any
gaps in report coverage
that may require custom
report development
Deliver out-of-the-box
standard workflows in
order to identify any
gaps in a process that
may require custom
development
Consultant to configure
security as defined by
the City and provide
train
Create training plan
based on security
overnance model
TO BE Workflows
Deliverable = Tangible item in bold print
Final List of Reporting Specifications
Final Workflow Configuration Gap List
Security Configuration setup
ning Plan
3.3 EXECUTE DELIVERABLES AND TOOLS
Own
Functional Experts
City Role
Participate
Project Manager
Functional Expert
Participate
Project Manager
Functional Expert
rticipate
Project Manager
Functional Expert
Participate
Participate
70
%
30
30
Participate 30
Functional Consultant
AUTONOMY Role %
Own 70
Project Manager
Functional Consultant
Own 70
Project Manager
Functional Consultant
70
70
25
Maintain
Maintain
Set up scenarios that
outline the steps
necessary to test each
process beginning to
end. Update
Process/Procedure
documentation as
Develop test scripts and
testing criteriac(based
on documented
business processes,
interfaces, imports,
etc
Record and Track
Testing results
Budget Plan
Commu Plan
The Process/Parallel Test Plan will be a
Document that outlines the steps necessary to
test each core process integration from one
module to the next in addition to City business
processes
Test Scripts for usage with development, test
environment and production environment
Results Log -SharePoint
Bug Tracking Log -In Daptiv & Displayed in
Share Point
Provide, collaborate and Document
review the documented Contextual Diagram
cut over strategy AUTONOMY will own the implementation cut
over section of the .,+ .. ~•+""'""'
Quality review with the
project steering
committee
Quality Signoff
Quality Gate Review
City approval configuration quality
Functional Team
Own I Advise
Functional Team
Participate
Project Manager
Functional
Consultants
50
50
50
50
30
70 Advise/Participate 30
Functional Consultant
20
50
Project Manager
100 None 0
100 None 0
26
Deliver "v'""g'rro
Configuration, Build
Specifications and Build
noffs
Configure System-
System Securities/
Users -Rights & Roles
Deliver populated Data
Conversion Template
Conduct basic system
configuration
testing/retesting
walkthro
Deliver and review
populated Data
Conversion Template
with AUTONOMY Data
Services team
Import data into
AUTONOMY master
database from
populated Data
Conversion Tern
Produce, deliver and
review internally tested
import of legacy data
into AUTONOMY
master database
System Configuration, Build Specifications and
Build Signoff Forms
Confirm completion of System Configuration,
Build Specifications and Build stages; provide
executed Signoff forms
data conversion docume
"Master" data base populated with converted
data,
CONVERTED DATA REPORT
n
Test Results document of the data conversion
None 0 Own 100
Own 100 None 0
70 Own/Advise
Technical Resources
Own 70 Participate 30
Technical Lead Technical Resources
Participate 70 Participate 30
Technical Lead Technical Resources
Participate Participate
Technical Lead Technical Resources
Participate 30 Participate 70
Technical Lead Technical Resources
Participate 70 Participate 30
Technical Lead Technical Resources
Project Leads
27
Produce, deliver and Development test results document of Participate 70 Participate 30
review internally tested integration Technical Lead Technical Resources
integrations per defined Project Leads
irements
Deploy fully configured Testing environment available Own 70 Advise 30
and imported master Technical Lead Technical Resources
AUTONOMY database
into the testing
environment
Develop fully configured Production environment ready for Go-Live 80 Participate 20
Production environment Technical Resources
Configure System -27 Fully configured Participate
Workflows/Case types/ AUTONOMY will build 5 workflows and provide Functional Experts
Fees/ Automation Knowledge training to the City team to use the
tool for future needs. AUTONOMY will provide
as needed for the additional workflows
Configure scanning Operational scanning software; build up to Participate 20 Participate 80
software 25 custom forms Functional ect er
Configure the software Contract urations complete Participate 50 Participate 50
based upon definition Agenda Bill configurations complete Functional Experts Project Manager
established in the eSignature configurations complete
previous Assess & CRM configurations complete
Define stage Records Management configurations
Conduct basic system Own 70 Participate 30
configuration Functional Experts Project Manager
testing/retesting
wal h
Produce, deliver and Participate
review internally tested Project Manager
custom reports per
defined uirements
Produce, deliver and Test Results Permitting Integration Own 70 Participate 30
review internally tested Test Results Agenda Management Functional Experts Project Manager
integrations per defined Integration
Test Results IFAS I rations for Purchase
28
orders
Test Results DocuSign Integration
Test Results Customer Relationship
Management Integration
Test Results TAB Fusion RMS v9.2.905
Test Results City Website
Test Results Granicus
Test Results GIS
Training Schedule
Training Materials
3.4 CONFIRM DELIVERABLES AND TOOLS
p and review Project
acceptance schedule
and criteria
Maintain Issues/Risk Log
Maintain Budget Plan
Maintain Communication Plan
Participate
Functional Experts
Participate 50 Participate 50
Functional Experts Education
Participate 30 Participate 70
Functional Experts Education
50 50
50 50
50
50
29
Update plan including Updated Cutover Plan define support logistics Own
training results, cutover and schedule Project Manager
communication plans,
go-live plans and
su ns
Readiness review with Readiness Review Gate
the project steering
committee
Readiness Signoff
iver Internal
Testing, System
Acceptance, User
Train
Return Internal
Testing, System
Acceptance, User
Execution of End User
test scripts
The combined City I
AUTONOMY project
team will validate data
before the final
conversion is
The combined City I
AUTONOMY project
team will test all
interface programs
before the interfaces
into
City approval of system and user readiness
"""'"T .. ,rn Internal Testing,
System Acceptance,
User Training Signoff Forms
Confirm completion of Internal Testing, System
Acceptance, User Training stages; provide
executed Signoff forms
End User Test Script results
The city owns the execution of scripts and
AUTONOMY owns the resolution of issues.
Data Validation reports
Interface Test results are plans that determine
the steps necessary to adequately test each
interface program, followed by a verification
statement that the particular interface has
successfully passed testing prior to Go-Live.
will occur as described in Exhibit F.
Own
Project Steering
Committee
Pro
Own/Participate
Functional Experts
Participate
Functional Consultants
Developer
Participate
Functional Experts
80 Participate 20
Project Manager
100 None 0
100 None 0
Own 100
100 None 0
70 Own/Advise 30
Functional
Consultants
70 Participate 30
Functional
Consultants
Technical Resources
70 Participate 30
Functional
Consultants
Developer
30
AUTONOMY project steps necessary to adequately test each form Functional Experts Functional
team will test all forms (printing it with relevant data that shows up in the Consultants
to examine that the proper spaces}, followed by a verification Developer
data fits in the proper statement that the particular form has
on the form. successful to Go-Live.
The combined City I Fully operational scanning/capture software. Participate 70 Participate 30
AUTONOMY project Functional Experts Functional
team will test scanning Consultants
software.
The combined City I Reports est results that when developed Participate 70 Participate 30
AUTONOMY project reports are run, the information provided matches Functional Experts Functional
team will run all reports requirements. Consultants
to review that the Developer
required information is
produced in the correct
format when nted.
The combined City I Workflow Test results will be conducted within Participate 70 Participate 30
AUTONOMY project the context of process tests to verify that Functional Experts Functional
team will test all workflows and configurations provide the Consultants
workflows and functionality envisioned and required. Developer
configurations. These
tests also include the
Citizen Access and
Intelligent Automation
elements of any self-
service workflows
accessible by the
lie.
Test each process The Process/Parallel Test validates that all Advise
from beginning to end integration items function as designed as Technical Experts Functional
using samples already depicted in business scripts that represent real Consultants
processed in legacy life examples of daily processes that will be Developer
system. Compare performed in the system.
results. Change
process/procedure
documentation as
needed.
31
Finalize configuration
documentation with
changes made during
testing.
Provide facilities
suitable to training and
•"'"''""" needs
Provide
Comprehensive
training for testers I
functional "'v'"'"'r'"'
Conduct End User
train in
Track and create
trainin metrics
Confirm Cut Over Plan
Confirm Cut Over Plan
Confirm Cut Over Plan
Confirm Success
Final Configuration (As Built) Documentation
Once the final system is tested, documentation
will be updated to describe each configuration
setting, the City will document reasoning behind
each uration decision
Host training as scheduled, record results for
nizational ado
Training rooms scheduled
Project Manager
Tester training results Participate
Functional Experts
Web based Training, Instructor Led Training, End
User Traini Results
Readiness Gate Metrics
Ramp Down Confirmation Own
Project Manager
Pro Team
Cut Over Confirmation Own
Project Manager
Team
Ramp Up Confirmation Own
Project Manager
Pro Team
Smoke Test Results Own
Project Manager
Team
30
30
80
50
50
80
Own
Functional
Consultants
Developer
Own
Trainer
Participate
Project Team
Participate
Project Team
Participate
Project T earn
Participate
Project Team
70
30
0
70
80
20
20
50
50
20
32
Provide live system
access to users
Email Go-Live announcement
3.5 SUPPORT DELIVERABLES AND TOOLS
Com Project Plan -Detailed
Develop and maintain Issues Log
post-production issues
list
Maintain Communication Plan
Maintain utover Plan
Com Budget Plan
Close Out Review with Close Out Review confirms the business is back
the project steering to normal and the system is at a steady state.
committee
Deliver Production uction Support Sign Form
Support Signoff City acceptance of the system and support.
Return Production & Confirm completion of Production & Production
Production Support Support stage; provide executed Signoff form
n Off
Close Out Signoff and City approval of system and user readiness
Deliverable completion
attached under
ix4
50
50 50
50
50
50 50
0
0 Own 100
Own 100 None 0
Own 100 None 0
Project Manager
33
interface programming
performed, the
operational steps
required to run the
conversion and the
maintenance steps
required to keep it
nal
Document the forms
programming
performed, the
operational steps
required to use the
form and the
maintenance steps
required to keep it
I
programmed, how to run the interface
(automated or manual initiation), and how to
maintain it in production
Forms s what was
programmed, how to use/print the form, and how
to.maintain it in production
Workflow Documentation details what was
programmed to enact the modification and how
to maintain it in production
Reports Documentation details what was
programmed to develop the report, how to run it
and how to adjust I maintain it in production
First Month Processing the group of
activities needed to be completed on the new
n"ll'\ntnhl basis ..
Technical Lead
Technical Lead
Participate
Functional Expert
Participate
Functional· Expert
Own
Functional Expert
50
70
30
70
Developer
Participate
Developer
Participate
Developer
Functional
Consultant
50
30
70
30
34
Activities: Deliverable = Tangible item in bold print City Role % AUTONOMY Role %
Populate Data Updated Data Conversion Template Participate 50 Participate 50
Conversion Template Technical Lead Developer
Database (OCT -DB) Network Engineer
with latest iteration for
production
Conduct production Production System with Current Production Participate 50 Participate 50
import of data from Data Technical Lead Developer
Data Conversion Network Engineer
Template Database
(DCT -DB) in master
AUTONOMY database
and deliver to agency
On site support for Resources on site for Go-Live Participate 30 Own 70
post Go-Live issues Project Team Project Manager
and bug fixes. Developer
(Remainder of Page Intentionally Left Blank)
35
4 Change Requests and Changes to this Statement of Work
Either party may request, in writing, changes to this ·sow that will change the project scope. Such a request is
honored by the parties only if it becomes a formal written Change Order.
The change control procedure is as follows:
a) Either AUTONOMY or the City management may propose a change by written submittal of a Change
Request to the other party.
b) The other party has fifteen (15) business days (or as mutually agreed upon) to determine whether it
agrees to the Change Request.
c) If both parties agree to the Change Request, the change will become an agreement documented and
signed by both parties.
d) If agreement to pursue an agreement does not occur in fifteen (15) business days of the initiation of the
Change Request (or as mutually agreed upon), it is assumed that the Change Request has been
rejected.
e) There shall be no oral agreements.
f) All change requests must be approved by the City amendment process.
5 Scope Clarification & Miscellaneous Items
5.1 INSTALLATION SERVICES
The following steps will be performed by AUTONOMY staff.
a) Installation & Initial Data Migration of Development and Test environment
a. Install AUTONOMY system software on City provided environments
b. Migrate Data from production to new SQL Database
b) Installation & Initial Data Migration of production environment
c) System Administration training
d) End User training
e) Provide guidance to create copy of production environment to disaster recovery instance
5.2 REQUIREMENTS
a) 008 statements as provided in the Exhibit E requirements list
5.3 REPORTING
a) Standard reports will be provided
b) Up to 10 custom reports will be created as identified in planning
5.4 WORKFLOW
a) Workflow model training, testing and assistance will be provided as needed
b) As built workflows will be created post configuration
5.5 INTERFACES
a) Interface to a 3rc1 party electronic signature system
b) Interface to the new permitting system
c) Interface to the new agenda management system
d) Interface to IF AS the accounting system for purchase orders
e) Interface to the customer relationship management system
f) Interface to the City Website
g) Interface to the GIS/ESRI system
h) Interface to Granicus
36
5.6 DATA CONVERSION
One of the more difficult aspects of software transition revolves around data conversion. Optionally, data can be
entered into a new system manually but the time, expense and accuracy of this method falls short of most
project requirements. Automating the process through the use of a data import tool is faster, less expensive and
more accurate.
The following criteria are applied to Data Conversion:
Basic Configuration
The City must provide data to AUTONOMY, the basic data fields and data structure which will be imported.
Data analysis ·
A review of the current data set and what needs to be migrated will be agreed upon, prior to data mapping
exercises.
Data Mapping & Cleansing
Data will be mapped to the correct fields in the AUTONOMY data model. Any data not in alignment may need to
be cleansed or manipulated to map correctly. The City and AUTONOMY will work together to identify the gaps
and needed updates. The City will make the necessary cleaning updates to the data for import.
Data Conversion Testing
Care will be taken to ensure all identified data is migrated properly via data reconciliation reports and data
exception reports.
Migration Sign Off
The migration will be accepted by the City utilizing the acceptance process in section 5.8.
5. 7 ESCALATION PROCEDURES
The City and AUTONOMY should anticipate challenging issues to arise throughout the implementation process
due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion,
the City and AUTONOMY will utilize the following Escalation Procedure:
All communication regarding the project should be directed to AUTONOMY's Project Manager and the City's
Project Manager in order to maintain consistent communication between the parties. Scheduled weekly
meetings will be maintained between the AUTONOMY project team and the City's project team.
All issues or concerns will be discussed actively and openly between AUTONOMY's Project Manager and the
City's Project Manager.
If issues begin to interfere with the progression of the implementation project, the City and/or AUTONOMY
should escalate challenges to AUTONOMY management in the sequence below, as needed:
Irena Yoffe -Consulting Manager, Information 917-627-8087 irena.~offe@Autonom~.com
Governance Services
Steve Greenfeld -Practice Lead, Information 914-837-6841 steven.greenfeld@Autonom~.com
Governance Services
AI Marsella -Head of Information Governance 508-212-1785 al. marsella@Autonom~. com
Services
E I f t c·t sea a 1on o ltY managemen t t h ld b earns ou f II e as o ows:
Tina Steffan -Chief Technology Officer 760-602-2450 Tina.steffan@carlsbadca.gov
Colette Wengenroth -Project Sponsor 760-602-2468 Colette. Wenoenroth@carlsbadca.oov
37
Fees and Payment Summary
Description
Software License Cost for HP RM (PO #1)
EXHIBITC
COST & PAYMENT
Software License Cost for HP Teleform (PO #2)
HP Professional Service Fees for HP RM Software Implementation, Project
Management and related services. Please include all third party services. (PO
#1)
AUTONOMY Professional Services-TeleForm Software lmplementation(PO
#2)
Training-Option 1 for Phase Ill See Exhibit D (PO #2)
Total Software Implementation Cost
Project Cost Form -Annual Hardware and Software Maintenance Fees
' ! Amount I I
$110,770.00
$86,160.00
$ 474,612.00
$109,920.00
$44,370.00
$825,832.00
Description Amount i I
HP RM annual operations and maintenance cost. Includes 24 X 7 support.
HP Enterprise Standard support (PO #1)
HP TeleForm annual operations and maintenance cost. Includes 24 X 7
support. HP Enterprise Standard support (PO #2)
Project Expenses (in adherence to the City travel policy: Appendix 5) (PO #1)
$35,479.88
$18,:524.40
$66,000.00
38
Project Phases and Tasks
Project Phase Comments
Ph_.l;f.:: · :. ;, '0i.i;:c; ~~~:;",·~·t);~;:'~r;>}\ ;;t ::.~;~~~.;,;s,, t ...
HP RM, TeleForm and Data Migration from
FileNet and TAB
0 Validate Requirements Review City's AS-IS process and documentation; City provided
requirements in the RFP; AUTONOMY will review, finalize and
identify gaps
0 Design Meeting, Configuration, Documentation, Revised Design
0 Configuration Meeting, Configuration, Documentation, Revised Design
0 Install only - 4 environments, DEV, STG, AUTONOMY Owns Install and configuration for DEV,
Prod AUTONOMY and City Install TEST, City owns STG and Prod
with AUTONOMY support;
0 Migration from TAB Export Format, Data Mapping to AUTONOMY RM, Import
Tool, Testing
0 Migration from FileNet Export Format, Data Mapping to AUTONOMY RM, Import
Tool, Testing
Integrations
0 Public Access Install Web Drawer, Setup Network Access
0 Scanning Replace Kofax Scanning with TeleForm;
0 Purchase Orders Bulk Load API or SDK to process PO data from City's Finance
System
0 Agenda Bills and Minutes Integration with current system (Granicus or new system as
purchased TBD).
0 Agenda Bills workflows Build Workflows
o GIS integration lntegrationM'orkflow
o DocuSign eSignature Integration
Knowledge transfer -Services-HPRM,
Workflow
Two weeks on-site support
HPRM training classes Education -option 1, Phase 1
Phase II - 3 to 6 months (ROM)
Implement Contract Management Workflows
o HPRM Workflow
0 Public Access, if posted to the web site
Implement RFP Management Workflows
o HPRM Workflow
0 Public Access, if posted to the web site
Knowledge transfer-Services (phase II)
Ph&$8 ut ... ;J·to.s:rnotJth$:(MM}:<-,<,, .. , ... ·.; , ' .. ·-. . . ;· •· ,··'',_ ·,-•·--··~--·,'!,_,>_,_-_,_~··'' o:~;""-;:,:---,.--·:~:··~-.!, l:ft: .. ·.· ... ;{;\;:x :x •.. ~~·sr"·····•. :,,;;;".,,~. :i.··;Jc'' ·;·~!· : .• t},.: ···· .···• ···.·•··•·
Implement Contract Management-continued City owns build the workflow, AUTONOMY will provide support
Agenda Management -Elections City owns build the workflow, AUTONOMY will provide support
Records Management Automation City owns build the workflow, AUTONOMY will provide support
Integration with Permit Product Integration
Transition to Support, Project Closure Project Closure
Project Milestones
39
Phase 1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Project Planning;
Requirements, Design
document
Configuration document;
System Install I
Configuration in
Devrrest
TAB Data Migration in
Devrrest
FileNet Data Migration
in Devrrest
Public Access
Integration in Dev!T est
Integration with PO in
Dev!Test
Integration Agenda Bills
and Minutes in Dev/Test
Integration
Dev/Test
in Stg
FileNet Data Migration
in Stg
Integration Public
Access, PO and Agenda
and GIS in
HPRM Production
environment complete,
Updated documentation
delivered
File Net and TAB data
migration in Prod
Project Plan (including Technical Planning summary);
Communication Plan; Requirements document Qoint
effort); Design document (including Hardware
Specification, Workstation Requirements and
Architecture/Context
HPRM installed and configured in Devrrest;
Configuration doc (including security setup, but no
integration specs); Configuration Test Plan template;
Identify a preliminary list of custom reports and
for to 1 0 custom
TAB Data Mapping document; Data Migration Test
Plan template; TAB Data Migration in Devrrest
FileNet Data Mapping document; FileNet Data
Migration in Dev/Test complete
Final Integration Requirements and Development
estimate; Public Access Integration in Dev!Test
Integration for Public Access, PO and Agenda Bill, and
GIS in Stg complete
PRM installed and configured in Production. Updated
Design and Configuration documents delivered ·
FileNet and TAB data migration in Prod complete
$25,019.00
$19,758.00
$20,472.00
1,643.00
$10,179.00
10,464.00
$28,539.00
$19,102.00
$18,874.00
$42,409.00
$21,442.00
$25,172.00
$18,646.00
Integration for Public Integration for Public Access, and Agenda Bill, and $20,510.00
Access, PO and Agenda GIS in Prod complete
Bil and GIS in Prod
Two weeks on-site
support
Two weeks on7site support $18,646.00
40
--·-·-----
Phase 2
·--··-·············-·······-············-· ---··----
116
Contract Management Contract Management and RFP Management workflow and RFP Management $37,291.00
workflows for Phase II complete
. "············--·----········---·--····--···-·-·---
TeleFor
m
---·---·-· .............................. _~······-·
21 Teleform in Dev!Test Teleform infrastructure & remote capture design $69,000.00
(up to 25 custom forms) document; TeleForm installed and configured in
Dev!Test ..................................................... ··----·'-22 Teleform installed and Teleform installed and configured in Stg $30,720.00
configured in Stg
23 Teleform installed and Teleform installed and configured in Prod $10,200.00
configured in Prod
Educatlo
n
T4" Education -Business Training Plan; On-site training complete; Custom $44,370.00
User on-site training materials provided
-------···---------•••••-••m""-"" ---· --~·-····~~~----~·
Phase 3
Contract Mgmt, Agenda Contract Mgmt, Agenda Mgmt. and Records Mgmt. 17 Mgmt. and Records workflows complete $27,968.00
Mgmt. workflows ---
18 Integration with Permit Integration Requirements; Permit system Integration $27,968.00 system installed and tested in 3 environments -----
19 Knowledge Transfer (for Knowledge Transfer (for the project) delivered $14,916.00 the project) ---
20 Transition to Support, Transition to Support, Project Closure complete $5,594.00 Project Closure
TOTAL $628,902.00
Customer shall pay all invoices within thirty (30) days from date of Invoice. All fees are quoted in US Dollars. All
applicable taxes shall be the responsibility of the Customer. Any Professional Services outside the scope of this
SOW, if required, will be subject to the Change Order described in Exhibit Hand will be charged at Autonomy's
then-current Professional Services rates.
Travel and living expenses are not included in the rates above and will be invoiced as incurred. Customer will
be invoiced for actual expenses incurred which will be fair and responsible, and aligned with standard business
practices.
Invoices will be sent via email. Customer must ensure that the Email Address above is current.
For your order to be accepted, please select your payment commitment method by choosing one of the options
below:
[X) I am providing a fully funded purchase order to cover the fees in this SOW. Both parties agree, that if there
is a conflict between the standard purchase order terms and the SOW, the SOW shall take precedence.
42
1. Autonomy Education Services
EXHIBIT D
Education I Training
Autonomy Education is an Autonomy Software training organization that strives at all times to deliver the best
possible learning experience. With a global team of experienced trainers and subject matter experts, our
business offers you well designed training courses across the entire range of Information Management
solutions. Our goal is to educate, support and put you in control of your investment to ensure real world
success.
2. Training Delivery Options
At Autonomy Education we want to make sure your training is delivered in the environment that is best suited to
your organization's needs.
3. Our Instructors
The learning experience we deliver is the most important aspect of our service. For this reason AUTONOMY
provides the highest quality of trainers in the industry.
Our instructors conduct themselves with absolute professionalism, deliver training with enthusiasm and are
respectful to students and their needs at all times. At the end of each training course, feedback is highly valued
from our students and we use this to continuously optimize and develop our training courses. It is through this
process and our structured learning philosophy that our classes are greatly valued and appreciated by
participants.
4. Training proposal
Recommended Training Services:
Based upon the information provided to Autonomy Education we recommend the following training services:
5. Fees and Payment -Milestone 24 on pg. 44
Please find below the training proposal:
Option 1 for Phase Ill selected
END USER TRAINING -
CLASSROOM
DISCOVERY
CURRICULUM DEVELOPMENT
CUSTOM END USER (2 class/day; 24
training day) . CUSTOM
PHASE TOTAL
1 $ 1,530.00 $ 1,530.00
4 $ 1,530.00 $ 6,120.00
up to
24 24/day $ 1,530.00 $ 36,720.00
$ 44,370.00
43
Please Note:
For onsite training, the host must provide adequate classroom facilities for the visiting trainer in order to conduct
the training workshop. Autonomy training coordinators will work closely with the customer to ensure training
facilities are prepared for the workshop.
Autonomy holds a policy of a maximum group size of 12 students per class, this to ensure quality and personal
attention per student.
Autonomy will provide students with either hardcopy training manuals and/or eBooks during the training course.
Dates for onsite training and planning of training will be done in close cooperation with the customer and
Autonomy Education training manager/ coordinator.
Purchase Orders can be emailed to autonomyeducation@Autonomy.com
Autonomy Education Delivery Policies
These policies govern the delivery of Learning Solutions by Autonomy, an AUTONOMY company.
1. DEFINITIONS
a. "Customer" means either (i} end-user Autonomy or AUTONOMY ·customer who purchases the Learning
Solutions from Autonomy or from an authorized Autonomy or AUTONOMY reseller, wholesaler, or
distributor, or (ii} an Autonomy or AUTONOMY authorized reseller, wholesaler, or distributor who purchases
Learning Solutions in order to provide such Learning Solutions to its end-user customer.
b. "Student" means the end-user customer's employee, temporary personnel, flex-force and others employed
or contracted by the end user customer who is authorized to consume the Learning Solution.
c. "Autonomy Education Curriculum" means the overall content, including the instructional materials, student
kit, and sequence of the
Learning Solution;
d. "AUTONOMY Service BrieF or "Course Outlines" means an AUTONOMY standard specification document
describing the details and features of the Learning Solutions offering to be provided.
e. "Learning Solution" means Autonomy Education services, including Autonomy Education Curriculum, which
are sold and delivered to Autonomy or AUTONOMY Customers. Learning Solutions may be in various
formats including, but not limited to, scheduled seats in open enrollment courses (such as scheduled
instructor-led training at an Autonomy or AUTONOMY facility or remotely assisted instructional learning) or
dedicated training at an Autonomy or AUTONOMY, Customer or neutral site. All training falls into one of the
following categories: Instructor-led training (IL T), virtual instructor-led training (VIL T).
f. "Policies" means this section of the Datasheet entitled "Autonomy Education Delivery Policies"
9. "Statement of Work" or "SOW' means a document signed by AUTONOMY and Customer that describes the
specific Learning Solutions to be provided by Autonomy. SOWs are generally applicable to dedicated
training specific to Customer's requirements.
2. LEARNING SOLUTION RESERVATION
a. Reservation. For public enrollment in ILT or VIL T Learning Solutions, Autonomy Education will provide
Customer with a reservation notice as soon as possible after receipt of Customer order and Autonomy will
provide Customer with a confirmation notice after receipt of a valid method of payment AND signed SOW, if
applicable, subject to Section 4 ("Cancellation")
b. Acceptance. Acceptance of Learning Solution will occur upon Autonomy Education's delivery of such
Learning Solution as described in Exhibit F.
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c. Start Date. Unless otherwise specified or agreed in writing by Autonomy Education, delivery of all Learning
Solutions shall commence on the date specified by Autonomy Education in the order confirmation or SOW.
3. CANCELLATION OF LEARNING SOLUTION
o. Cancellation by AUTONOMY. Autonomy Education will use reasonable efforts to give notice of cancellation
of any Learning Solution, but all Learning Solutions are subject to schedule changes. Autonomy Education
reserves the right to cancel a Learning Solution or exam for any reason, including failure to achieve a
minimum required attendance for the Learning Solution. If possible, Customers will be notified of the
cancellation at least five (5) Business Days prior to the Learning Solution start date. Customers enrolled in a
Learning Solution cancelled by AUTONOMY will receive a credit or a full refund if requested.
b. Cancellation by Customer. To avoid a Cancellation Fee as defined herein, Customer shall notify Autonomy
Education in writing of cancellation at least ten (10) Business Days prior to the Learning Solution start date.
Cancellations or rescheduling with less than ten (10) Business Days notification, and no-shows, will incur
100% of the Learning Solution fee ("Cancellation Fee"). Customers who cancel with ten (10) or more
Business Days in advance of the scheduled training will receive either a credit or full refund. Online Learning
Solutions may not be cancelled once the Access Code has been delivered.
c. Business Days. For purposes of these Policies, "Business Days" mean standard .local business days,
excluding bank and local public holidays.
4. PRICE AND PAYMENTS
o. Price Changes. Autonomy reserves the right to change the price of Learning Solutions at any time. Such
change will apply to any future purchases of Learning Solutions.
b. Tax. Prices do not include sales, use, service, value added or like taxes or customs duties. Such taxes and
duties, when applicable, will be added to Autonomy invoices. Further, if Learning Solution deliveries are
requested outside of the original invoicing country, it may be necessary for Autonomy to issue an invoice
from the delivery country location.
c. Payment Terms. All payments will be made within 30 calendar days of the date of invoice, unless otherwise
specified on the invoice. These credit terms are subject to Autonomy credit approval. Autonomy may change
credit terms upon reasonable notice at any time when, in Autonomy's opinion, Customer's financial
condition, previous payment record, or the nature of Customer's relationship with AUTONOMY so warrants.
d. Learning Solution Purchase. All Learning Solutions are purchased using Purchase orders, Bank Transfer
or Credit Cards. In particular, invoicing for Learning Solutions ordered will be performed on receipt and
confirmation of Customer's order.
e. Travel & Expenses fT&E). For onsite training, Autonomy will submit copies of reasonable and customary
travel and living expense receipts to client as they occur on a monthly basis and in line with the City's Travel
Policy.
5. INTELLECTUAL PROPERTY
o. Intellectual Property Rights. No rights in copyright, patents, trademarks, trade secrets, or other intellectual
property are granted by either party to the other except as expressly provided under these Policies. All
copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the
purchase of services shall belong to the party that owned such rights immediately prior to the purchase date
("Pre-Existing Intellectual Property").
b. Autonomy Education Curriculum. All curriculum provided for use throughout the Learning Solution
duration are the copyrighted works of Autonomy or the original content provider. Unless otherwise set forth in
the SOW, the curriculum is provided for the sole use of the person accessing the Learning Solutions and
may not be used by any other person and may not be reproduced, recorded, repurposed, distributed or
modified without the written permission of Autonomy.
c. EUT Source Files. Customers who purchase the Premium Edition Online Learning Solution will receive one
copy of the EUT source files upon delivery of the Online Learning Solution. Autonomy authorizes Customer
to customize the content of the EUT source files solely for the purpose of internal training of Students.
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Modification or customization of the EUT source files for any other purpose is strictly prohibited. The original
EUT source files are the Pre-Existing Intellectual Property of Autonomy. Any Pre Existing Intellectual
Property of Customer that is added to the EUT Source Files pursuant to this Section 7 will remain the
intellectual property of Customer. Otherwise, Autonomy will own all modifications, enhancements, or
derivative works of the EUT source files.
d. limited Infringement Defense. Autonomy will defend or settle any claim against Customer regarding the
Learning Solutions, to the effect that Autonomy knowingly infringed a patent, utility model, industrial design,
copyright, trade secret, mask work or trademark in the country where such Learning Solutions are dellivered;
provided however that Customer promptly notifies Autonomy in writing of the claim, and Customer
cooperates with Autonomy in, and grants Autonomy sole control of, the defense or settlement.
6. ACCEPTANCE OF TRAINING SERVICES
The acceptance criteria or procedures for Deliverables set forth in this Agreement and/or as particularly
described in any SOW will only apply to the services provided herein. It will not apply to any product
Autonomy may supply or has supplied to Customer, regardless of whether such product can be used in
connection with the Consulting Services or Deliverables. Any refund/return or penalty rights as set forth
hereon apply only to the services provided. With the "Acceptance of Training Services" section duly signed
and completed an email will be sent requesting billing details to be completed. Please note that all billing
details must be provided in advance of commencement of training services.
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EXHIBIT E
Requirements
Autonomy shall be subject to the requirements under the SOW in accordance to the responses provided within
Section 5.4 of the RFP as it pertains to the Enterprise Content Management Requirements spreadsheet.
47
EXHIBIT F
Acceptance Criteria
The following standards will be utilized to govern the acceptance of Deliverables:
• AUTONOMY and the City will agree on the scheduled completion dates identified in the SOW in
accordance with the approved Project Plan.
• Acceptance: Upon completion of a Deliverable, the Autonomy project manager, in writing, will notrfy the
Customer Project Manager of such completion (the date of such notification the "Completion Date").
Customer may conduct a review, or test ("Acceptance Tests") over a period of fifteen (15) days
thereafter, or unless City notifies Autonomy that additional time is necessary as such the Parties shall
mutually agree in writing (the "Acceptance Tests") within which to perform Acceptance Testing, If the
City does not provide any notification within the fifteen (15) day period, the Deliverable shall be de1amed
accepted.
• Acceptance by Customer shall occur when the Deliverables, set forth in the applicable SOW comply
with all of the Acceptance Criteria set forth herein. If Customer does not provide Autonomy with written
notice ("Non-Acceptance Notice") within the Acceptance test period that Customer does not, in good
faith, agree that the Deliverables meet the Acceptance Criteria, the Deliverables will be deE~med
accepted for the purposes of this SOW as of the last day of the applicable Acceptance Test Period. If
Customer does provide Autonomy with a Non-Acceptance Notice, Customer shall describe the rea,sons
for non-acceptance/rejection to Autonomy in sufficient detail. After receipt of such Non-Acceptance, If
Autonomy reasonably confirms that a Deliverable does not meet applicable Acceptance Criteri1a as
stated in the Non-Acceptance Notice, Autonomy shall have a period of fifteen (15) days unless
Autonomy notifies Customer that additional time is necessary or such other period as the Parties shall
agree in writing (the "Correction Period") within which to revise and resubmit the Deliverable(s) at issue
for another ten (10) day period of Acceptance Testing unless Autonomy notifies Customer that
additional time is necessary. If such Deliverable is properly rejected by Customer within the Acceptance
Period occurring after the Correction Period on account of a continued failure to meet applic:able
Acceptance Criteria, Customer shall have the right, in its sole discretion to either a). escalate the matter
to the Autonomy senior management to resolve within ten (1 0) days of such escalation unless
Autonomy notifies Customer that additional time is necessary or b). provide Autonomy with an addit1ional
Correction Period, as agreed to by the Parties in writing, to promptly correct the Deliverables and after
such correction the Acceptance Test Period shall begin again.
• If, in Autonomy's reasonable opinion, Autonomy is unable to remedy a non-conforming Deliverable or
Configuration, Customer's sole and exclusive remedy shall be either to (i) accept the Deliverablle or
Configuration without warranty, on an "as is" basis, subject to a reasonable price adjustment; orr (ii)
return the affected Deliverable or Configuration to Autonomy and receive a refund of the amounts paid
to Autonomy for such non-conforming Deliverable or Configuration.
Notwithstanding any other term in this SOW or the Agreement, the acceptance procedures described
above (and any associated warranty terms) do not apply to Products, even if they can be used in
connection with the Services or Deliverables provided hereunder. "Products" as used above mE~ans
hardware or software listed in Autonomy's standard price list at the time of Autonomy's acceptance of
Customer's order, including Products that are modified, altered, or customized to meet Customer
requirements.
Autonomy shall not change a Deliverable that has been accepted by the City without written approval of
the City.
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Acceptance must be based on completed Deliverables. The Deliverables of each stage of a project provide the
basic criteria by which to grant acceptance of a stage.
a) The document Deliverables must be 100% complete prior to acceptance.
b) The system Deliverables must be fully installed modules with no known defects.
1. The system adheres to the technical specifications and requirements
2. All interfaces are working as expected
3. There are no severity or priority one defects in the system
c) The data migration deliverables must be converted data and correctly updated to the new system
standards with validated reports of the migration.
1. The City has correctly identified the data needed for migration
2. Data hygiene has been confirmed
3. Data migration has been executed
4. Data validation reporting has occurred and there are no severity or priority one defects in the
migrated data. Reports will consist of screen shots of data in the correct fields, as well as table
volume data and any other validation documentation.
d) The workflow Deliverables will be considered complete once the 'To Be" process flows have been
applied into the system and testing confirms the workflow to be functioning properly. "As Built" workflow
documentation will be provided to the city.
1. The City will provide as is workflows to AUTONOMY
2. AUTONOMY will train the City on workflows configuration in the system and apply industry
standard improvements to the workflow
3. The City and AUTONOMY will create the workflows in the system
4. The City and AUTONOMY will test the workflows for correctness.
5. An approved workflow will have test results with no priority one defects
As Deliverables are completed, AUTONOMY shall provide the City with a Sign-off Form (attached as Appendix
4). to formalize completion of the work. The Sign-off Form is subsequently signed by two of the three core
project management team members, and faxed or emailed to AUTONOMY. Timely and honest acceptance is
required to maintain project momentum. Failure to properly establish acceptance criteria or failure to accept a
properly completed stage will cause delays in the project.
Project Priority Defect Definitions:
"Priority" is defined as the importance of the request. "Severity" is defined as the impact of the request. Together
they create the urgency to respond and improve the defect.
• High = identified as VIP user, Critical System, and/or the request impacts multiple users or systems are in
a "down" situation in which normal business cannot be conducted. Respond within four hours and
remediate ASAP -depends on the nature of the issue. For implementation purposes, the critical system
functionality must perform as designed with no malfunctions.
• Medium = identified as Safety user or Important system and/or the request affects 5 or less users and no
critical systems, business can be conducted with a workaround in place. Respond within 48 hours and
remediate ASAP -depends on the nature of the issue. For implementation purposes, the functionality
must perform as designed without impeding the progress of the project and any variances can be
remediated within 5 business days.
• Low = identified as regular user or Non-Critical System and/or the request affects 1 to 5 users and only
one Non-Critical System, business can be conducted at lower productivity levels. Respond and remediate
within next release cycle. For implementation purposes, the functionality is nice to have and is not
impeding the progress of the project and any variances can be remediated within a prioritized schedule.
49
ExhibitG
Optical Scanning Process
1. EXECUTIVE SUMMARY
1.1 INTRODUCTION
This document contains the approach for the definition, configuration, and deployment of the software and
services for the optical scanning product for the City of Carlsbad, CA. The City will oversee Autonomy, Inc.
(AUTONOMY) implementation of the AUTONOMY products.
1.2 SCOPE OVERVIEW
Establish optical scanning process and integration with the record management system.
2. Implementation
The Software listed under Exhibit A and A-1 are planned for implementation
3. Project Description
The following phases describe the implementation activities for the optical scanning process throughout the
project.
4. Project Requirements review/finalization Phase
4.1 Autonomy will:
Review Customer's existing imaging system and forms
4.2 Customer will:
Provide access to internal systems and existing! IT environment in accordance with the City security and
access policies attached herein as Appendix 1.
5. Design Phase
5.1 Autonomy will:
Hold one or more design workshops with Customer to decide on following design elements:
a. Teleform infrastructure & remote capture design including:
b. Teleform forms design
c. Teleform requirements documentation including Exhibit E: eforms requirements
Customer will:
a. Provide signoff on design before next phase of project activities as agreed to in Exhibit F.
5.3 Assumptions: ·
1. Scanned content is assumed to be stored in HPRM
2. Forms received are assumed to be both digital and scanned copies
3. Autonomy will assist with the design of up to 25 different forms
4. Existing hardware scanners will be used
6. Build Phase
6.1 Autonomy will:
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1. Install and configure Teleform components in Dev/Test in accordance with the agreed-upon design
decisions
2. Assist in the creation of 25 forms
6.2 Customer will:
1. Work collaboratively with Autonomy resources on installation and configuration tasks to help educate
Customer resources.
2. Install and configure Teleform components in Staging environment with Autonomy support
6.3 Assumptions:
1. Customer will supply hardware that meets or exceeds the hardware specified during the design phase.
7. Knowledge Transfer
7.1 Autonomy will:
1. Hold knowledge sharing workshops with Customer throughout the scanning process implementation.
8. User Acceptance Testing phase
8.1 Autonomy will:
1. Hold one or more UAT support sessions while customer performs UAT test scenarios
2. Provide updates and support re-testing
8.2 Customer and Autonomy will:
1. Identify issues arising from testing
2. Classify and prioritize issues for resolution
3. Resolve identified issues
4. Refine system as necessary
9. Production Deployment
9.1 Autonomy will:
1. Assist Customer with launch and support activities
2. Perform system refinement based on user feedback
3. Assist Customer with end-user testing and associated support activities
9.2 Customer and Autonomy will:
1. Test system functionality to ensure that system is function as per product documentation and as per
agreed-upon design
10. Fees and Payment-
See Milestones 21 -23 on pg. 40.
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Date:
Generated By:
Authorized By:
I Change Overview:
I Narrative Description of Change:
t fCh mpac o ange:
Exhibit H
Change Order Form
Schedule Impact: Delay of milestone & deliverables on implementation project plan including:
Task Proposed Date Changes
Cost Impact:
Change Detail Credit Debit Total
Revision No.:
No changes may be made to this project without the agreement of the Project Manager(s), and must be
approve d b th C "t S b "t d d Ch 0 d t th Cit P . t M v e ny. u mt en orse ange n er o e ry ro]ec anager
Date Comments Approved
Approved By Signature
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Exhibit I
HP/Autonomy Holiday Schedule
New Year's Day January 1
Martin Luther King, Jr. Day January 20
Memorial Day May26
Independence Day July4
Labor Day September 1
Veterans' Day November 11
Thanksgiving Day November27
Friday following Thanksgiving November28
Christmas December25
Company-designated Floating Holiday December26
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Appendix 1
Legal Definitions
• Archived User(s): the licensed users of the Software and defined as (i) individual users with an
email address(es) to which unique content is associated, and/or (ii) other exchange server
address(es) being archived, which are employed by or under Customer's control.
• Branch: means the project unit represented in certain Software to manage content for a certain
group of Users. A Branch contains the content for a website or a collection of related content (such
as the program files for a software application or the image and text files for a book).
• Component Software: Any Autonomy software product delivered by Autonomy that is not specified
on an Order but that is embedded within Software identified on an Order or that Autonomy identifies
as being delivered for use as a component of or in conjunction with Software identified on an Order.
• Concurrent Users: Users who access and use the Software at any one time.
• CPU: a single core from a single or multi-core central processing unit on a computer (i.e a four-core
central processing unit would be four CPUs).
• Customer Access License or CAL: a license that permits users (other than Users) to access and
use the Software through a custom application or third party application approved by Autonomy {for
example, a Microsoft® Corporation Exchange Server email account or Lotus Notes Server email
account that is registered on a Customer's Server). Customer Access Licenses may not be shared
between multiple email accounts.
• Customer Data: means the data stored by or through Subscription Services by Customer at any
time.
• Data Center Server(s): the licensed Customer data center server(s) for the backup and retrieval of
Customer's data from Protected Servers.
• Developer: an individual employed and authorized by Customer to use and access the functionality
of the Development Software for purposes of developing or administrating the Software, regardless
of whether the individual is actually using or accessing the Software at any given time.
• Development Software: the software development toolkit and other portions of the Software which
are used to incorporate the Run-Time Software into other products or software and/or to and enable
the Run-Time Software to provide the applicable functionality.
• Documentation: Autonomy's standard written technical specifications made officially available by
Autonomy to Customer together with the Software, Hosting Services or Subscription Services, as
applicable.
• Documents: as a document section or page from a multi-paged or single paged document (e.g., a
page in .pdf or .doc document) that is no more than 4096 characters in size.
• Instance: With respect to the IDOL Server software, IDOL is a bundle of separate modules (Content,
Community, Category, Index Server, Dish) with each module containing certain functions. The
functions switched on in any module are as licensed in an Order. By default, each "Instance" of IDOL
Server contains 2 Content components ("Content Seats") and 1 of each other component (all
together, an "Instance"). However, the number of these components in each Instance may change
depending on Customer's need, but subject to limits and restrictions as more fully described in an
Order (for example, limits on number of users, documents, data volume, etc.).
• Minimum Monthly Commibnent: the minimum fee Customer agrees to pay in arrears, as applicable
to the Software and/or Services for each monthly invoicing period.
• Non-Production Use: development, quality assurance, testing, and disaster recovery usage,
including any access or use by Developers.
• On-Line Service: any dial-up, remote access, interactive, Internet-based or other on-line service or
World Wide Web site supported by one or more servers.
• Production Use: live or fail-over usage for commercial, business or production purposes.
• Protected Device(s): Personal Computer(s) ("PC") and/or Apple Macintosh Computer(s) ("Mac")
licensed to use the Software.
• Protected Server(s): Customer servers licensed to use the Software.
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• Residual Knowledge: general knowledge, concepts, skills, techniques, experience, and know-how
that is contained in confidential information disclosed by the disclosing party and retained in the
memory of a party's personnel during the performance of this Agreement during the term so long as
such general knowledge, concepts, skills, techniques, experience, and know-how is not
intentionally memorized by such Personnel for the purpose of using or disclosing such in violation of
this Agreement. Without limiting the foregoing, the parties agree that Residual Knowledge does not
cease to be so merely by virtue of being reduced to writing (excluding, specifically, mere copies,
extracts, or duplicates of the other party's confidential information) by the personnel).
• Results: the reports, printouts, summaries or other documents or information relating to the
Customer Data through use of the Subscription Services as permitted hereunder.
• Run-Time Software: the portion of the Software which executes the search, retrieval and other
functionality of the Software.
• Servers: computing devices acting as a server for a network of interconnected computing devices,
whether within an enterprise or other Web, intranet or internet environment and including virtual
machines or logical partitions, upon which the Software may be installed or accessed. All Servers
shall be owned and/or leased and controlled by Customer.
• Store: means as follows: (a) for Customers of MetaTagger, a single database, file system or similar
information storage system used to store input files and/or generated metadata; or (b) for Customers
of TeamSite, a file-based repository or database used to store and manage content assets.
• Transaction: the full lifecycle of a trade by Customer or Customer's customers or Users in market
securities or over-the-counter derivatives managed by Customer's use of the Software.
• User: an individual authorized by Customer to use or access the functionality of the Software,
regardless of whether the individual is actually using or accessing the applicable Software at any
given time.
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Purpose
Appendix 2
Virtual Private Network
Acceptable Use Agreement
The purpose of this policy is to define standards for VPN remote access connectivity to the City of
Carlsbad's network. These standards are designed to minimize the potential exposure to City of Carls~bad
from damages resulting from unauthorized or misuse of City of Carlsbad's network resources. Damages
include, but are not limited to: the loss of sensitive or confidential data, damage to public image and
damage to critical City of Carlsbad computing systems.
Scope
This policy applies to all City of Carlsbad employees, contractors, vendors, third party and agents, hereafter
referred to as Remote User, who have been authorized to connect via a VPN remotely to the City of Carlsbad.
This applies to any and all services, ports and protocols including but not limited to email, intranet, internet
browsing, file and application access, remote desktop connections, PC Anywhere connections, server
management and application management. The Remote User bears the responsibility, liability and
consequences resulting from misuse of this access. The Remote User is responsible for selecting an Internet
Service Provider (ISP), coordinating installation, installing any required software, and paying associated fees.
Not all desktop operating systems may be supported.
Definitions
Dual Homing: Having concurrent connectivity to more than one network from a computer or netwclrk
device. Examples include: Being logged into the corporate network via a local Ethernet connection, and
dialing into AOL or other Internet service provider (ISP), i.e. being connected remotely to the City of
Carlsbad network, and connecting to another network with a different network card (wireless, dial-up,
evdo).
Remote Access: Any access to City of Carlsbad's corporate network through a non-City of Carlsbad
controlled network, device, or medium.
Remote User: Any City of Carlsbad employee, contractor, vendor or third party with remote access
privileges to City of Carlsbad's corporate networks.
Split-tunneling: Simultaneous direct access to a non-City of Carlsbad network (such as the Internet or a
home network) from a remote device (PC, PDA, WAP phone, etc.) while connected into City of Carlsbad's
corporate network via a VPN tunnel.
VPN: Virtual Private Network (VPN) is a secure data path traversing a non-secure medium, such as the
internet. Security is achieved by tunneling the data through an encrypted communication link from souroe to
destination. Logon and password authentication is implemented using various products and techniques. The
final result is a safe and secure method of utilizing remote access.
Requirements and Responsibilities
1 . It is the responsibility of the Remote User to ensure that unauthorized users are not allowed access to
City of Carlsbad internal networks through their VPN connection.
2. VPN remote access is to be controlled using either a one-time password authentication such as a
token device, a public/private key system with a strong passphrase, or a secure password tlhat
changes frequently.
3. General access to the Internet for recreational use by immediate household members through the City
of Carlsbad Network using a Remote Access connection is not permitted. The Remote User is
responsible for ensuring that family members do not access the Carlsbad network while the secure
connection is active members.
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4. Configuration of remote access PC equipment for the purpose of split-tunneling or dual homing is not
permitted at any time.
5. All computers remotely connected to City of Carlsbad networks must have virus scanning software
installed, up to date and operational at all times. {Preferred Anti-Virus products are -Symantec,
McAfee, Trend Micro and Computer Associates. If you have a Anti-Virus product not listed, your VPN
access may be delayed while a validation method is developed)
6. All remotely connected computers must have the most current security and system patches installed.
7. Only VPN clients approved by Information Technology Department may be used.
8. The VPN connection is limited to an absolute connection time of twelve (12) hours.
9. VPN users will be automatically disconnected from City of Carlsbad's network after thirty {30) minutes
of inactivity. The user must then logon again to reconnect to the network. Artificial network processes
are not to be used to keep the connection open. All activity will be monitored.
10. Remote Users who wish to implement remote access methods other than those provided by the
City must obtain written prior approval from the Information Technology Department Director.
11. The use of VPN technology to conduct City business may be subject to the same requirements as all
other City Technology Resources. Users must understand that their machines are a de facto extension of
City of Carlsbad's network, and may be subject to the provisions under the Public Records Act.
Vendor/Contractor/Third Party Procedures
1. Vendor/Contractor/Third Party Remote User may only use the Network Connection for business
purposes as outlined by the VPN Access Request Form.
2. City of Carlsbad Systems and Applications
2.1 Vendor/Contractor/Third Party Remote User may be supporting an Application or
System owned, licensed or leased by the City of Carlsbad.
2.2 Vendor/Contractor/Third Party Remote User may modify the configuration of the City of Carlsbad
Application or System only after notification and approval by authorized City of Carlsbad
Information Technology personnel.
2.3 Vendor/Contractor/Third Party Remote User will not change or delete any passwords set on
City of Carlsbad Application or System without prior approval by authorized City of Carlsbad
Information Technology personnel. Promptly upon any such change, Vendor/Contractor/Third
Party Remote User shall provide City of Carlsbad with such changed password.
3. Network Security
3.1 Vendor/Contractor/Third Party Remote User will be listed in the VPN Access Request
Form.
Carlsbad whenever any Authorized Remote User leaves Vendor/Contractor/Third Party's
employ or no longer requires access to the Remote Access Connection or City of
Carlsbad Application or System.
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4. Vendor/Contractor!Third Party Remote User shall notify City of Carlsbad in writing promptly upon a
change in the user base for the work performed over the Remote Access Connection or functional
requirements of the Remote Access Connection are necessary.
Enforcement
Any Remote User found to have violated this policy will have their remote access privileges immediately
revoked and may be subject to disciplinary and/or legal action.
Authority: The individuals executing this Agreement and the instruments referenced in it on behalf of
EmployeeNendor/Contractorffhird Party each represent and warrant that they have the legal power,
right and actual authority to bind EmployeeNendor/Contractorffhird Party to the terms and conditions
of this Agreement. By signing below, I understand that the City of Carlsbad will not be responsible for
any damages I may incur as a result of my use of the VPN.
Remote User Authorized Signature Remote User Authorized Signature
Printed Name Printed Name
Email/Phone Number Email/Phone Number
Date Date
Remote User Authorized Signature Remote User Authorized Signature
Printed Name Printed Name
Email/Phone Number Email/Phone Number
Date Date
(Internal use only) Department Head (Internal use only) IT Authorized Signature
Printed Name Printed Name
Date Date
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Appendix 3
HP and Autonomy Support Services
HP Autonomy Software Support provides comprehensive technical support and updates for HP Autonomy
Software. Your IT staff can have fast, reliable access to well-trained experts who provide advice on HP
Autonomy Software features, problem identification, diagnosis, and resolution. HP Autonomy Software Support
was designed to increase uptime, reduce total cost of ownership (TCO), and drive efficient business outcomes.
Empower your business with HP Autonomy Software Support
·Problem resolution: Gain access to expert technical resources
·Software updates: Get the latest updates, new features, and available solutions
·Access: Take advantage of online, around-the-clock self-solve support
·Stability: Increase system performance and reduce downtime
·Reduced TCO: Enable quicker time to resolution and reduce resource consumption
·Optimization: Fine-tune your IT environment with our technical expertise
·Communication: Participate in discussion forums; search our extensive online knowledge base
Feature highlights
• Software updates
-Download updates for select HP Autonomy Software products
-Notification of new releases communicated on website
-Request updates online
·Around-the-clock self-solve support
• Efficient and effective problem analysis
-Problem isolation
-Access to expert technical resources
-Escalation management
·Software feature and operational support
• Choice of coverage windows and service levels (9x5 or 24x7)
HP Autonomy Software Support online
Self-service support at your fingers
Available around the clock, it provides the interactive technical support tools needed to manage your HP
Autonomy Software, allowing your IT staff to quickly self-solve or log support cases electronically.
The HP Autonomy Customer Support Center (customers.autonomy.com) offers a vast array of HP
Autonomy Software knowledge, bringing comprehensive support resources to your fingertips. Additionally,
Support Center provides online incident reporting to an unlimited number of users. It enables you to:
·Search our extensive technical knowledge base for known problems, technical documents, manuals,
and patches
·Log, track, and update cases electronically
·Electronically download the latest software patches for HP Autonomy Software products
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When to consider 24x7
·IT availability and needs change after business hours or on weekends
• Greater uptime is needed
• Global deployment is a goal
·Medium to high complexity IT environment
·1-hour Response Time Objective for Severity 1 problems
Response Time Objectives are typical initial response times to support requests. HP Autonomy may not
actually provide such response within the Response Time Objectives.
Definitions
Severity /eve/1-Critical: production system is down-The HP Autonomy product is unusable,
resulting in a total disruption of work or other critical impact on operations. No workaround
is available. Newly received cases will be assessed through discussions with the customer to
confirm that they fulfill the criteria, and may be downgraded in priority if they do not.
Severity level 2-Serious: major feature/function failure-Operations are severely restricted. A workaround
is available.
Severity level 3-Medium: minor feature/function failure-The product does not operate as designed, there
is a minor impact on usage, and an acceptable workaround is deployed.
Severity level 4-Low: minor problem-This can be classified as a request for documentation, g1eneral
information, enhancement request, and so on.
Response Time
Objectives
9x5 local business
hours and local
business days
24x7, Monday-Sunday, 365 days
per year
Table 1. Response Time Objectives
Severity level 1 Severity level 2
2 hours 6 hours
1 hour with prioritized 4 hours support response
Severity level 3
8 hours
6 hours
Severity level 4
1 business day
1 business day
60
Data sheet 1 HP Autonomy Software Support
Table 2. HP Autonomy Software Support specifications and features
Feature Delivery specifications ----------------------·-------
Online support You have 24x7 access to the Support Center, updates, and profile
management. The Support Center provides access to a knowledge database, including information
regarding known symptoms and proposed solutions, specifications, and technical literature.
Advanced self-solve After your original case-logging or knowledge-based query, you can
receive an intelligent response. Expanded search parameters enable flexible search methods. You can
search for specific products and versions. Your search attempts are added to your case history,
allowing engineers to detect the problems.
Access to technical resources You can access our technical resources for assistance in resolving software
or operational problems via Support Center or telephone.
Choice of coverage window
You have the option to choose 9x5 or 24x7 coverage. Response is based on the location of your
support contract.
• 24x7: Available 24 hours per day, Monday through Sunday, 365 days per year.
• 9x5: Available between 8 a.m. and 5 p.m. local time on local business days,
excluding bank and local public holidays. Response Time Objectives for calls
submitted outside the coverage window will apply to the next business day.
Support delivery languages Support is provided only in English.
Escalation management HP Autonomy has established formal escalation procedures to facilitate the
resolution of complex software problems.
Software updates "Updates" means bug fixes, patches, and new Major and Minor Versions made
generally available by HP Autonomy, its assignees, or successors, to customers with active, current
support contracts.
When HP Autonomy releases Updates to certain HP Autonomy Software and reference manuals, HP
Autonomy shall make them available to you electronically. You may be able to select from a choice of
media types. Required access codes and license keys are made available directly or through provided
instructions.
The license terms for Updates shall be (a) as described in the HP Autonomy Software licensing
terms corresponding to the customer's prerequisite underlying software license, (b) any additional
software licensing terms that may accompany Updates provided under this service; and, (c) with respect
to non-branded HP Autonomy Software products, in accordance with the current licensing terms of the
third-party software manufacturer.
Note: IDOL 10 is an entirely new IDOL platform rather than an updated version of preceding IDOL
versions. HP has launched an IDOL migration program, which offers customers on older versions of
IDOL a path to migrate to the new IDOL 10 platform. Customers will be entitled to receive updates and
new versions of IDOL 10 after completing their migration.
---------·--
61
Data sheet f HP Autonomy Software Support
Patches As new patches become available, HP Autonomy will post them to Support Center for
easy access. For select non-branded Patches HP Autonomy Software products, HP Autonomy can
provide instructions on how to obtain the patch through the original software manufacturer.
Named callers Limited number of named callers for support. All named callers must be trained
on the applicable HP Autonomy product.
Software versioning A Major Version Update usually includes major enhancements or new
functionality, which is denoted by a change to the left of the decimal point (for example, version 6.0 to
7.0). A Minor Version Update usually includes functional enhancements, denoted by a change to the
right of the first decimal point (for example, version 6.1 to 6.2).
Term licenses With the purchase of Software Support in combination with a term licens.e, HP
Autonomy provides support only through Support Center. All cases are logged online.
Non-Autonomy branded products HP Autonomy can support specif~ed versions of non-branded HP
Autonomy Software only as long as such software is supported by the vendor. Distribution of certain non-
branded product updates, license agreements, and license keys may be made directly from the vendor to
your organization.
Concurrent support For any Update delivered under Support, HP Autonomy authorizes you, for a period
of six months from the delivery of said Update to use both the current Software Version and the Update
simultaneously at no additional charge ("Update Concurrent Use Period"). With respect to an HP Autonomy
authorized migration, HP Autonomy authorizes you to use both the current Software Version and the
Migrated Software simultaneously ("Migrated Software Concurrent Use Period") for the period of time
specified per the categories below at no additional charge. Migrated Software results from an HP Autonomy
authorized migration from a current Software product to a different HP Autonomy Software product.
Notwithstanding the foregoing, neither the Update Concurrent Use Period nor the Migrated Software
Concurrent Use Period (collectively referred to as the "Concurrent Use Periods") may extend beyond End of
Support for the current Software product.
During the Concurrent Use Periods, you are only authorized to use the Update or Migralted
Software to manage the same environment that is currently managed using the current Softw<ue
Version. At the end of the Update or Migrated Software Concurrent Use Period, your license for the
current Software Version will terminate.
HP Autonomy will classify each Software migration into one of the following four categories:
•Standard (6-month Concurrent Use Period)
•Advanced (12-month Concurrent Use Period)
•Complex (18-month Concurrent Use Period)
•Exceptional (24-month Concurrent Use Period)
End of support Autonomy will provide full support for all Major/Minor Versions of products. Full
support will be available for three (3) years from the general availability of a release ("Committed Support").
Autonomy will offer two (2) additional years of support for products that have reached end of their Committed
Support life and for which a successor product or product version is commercially available under Support.
An additional charge will be levied for this service ("Extended Support").
•Extended Support is limited to:
62
Data sheet 1 HP Autonomy Software Support
•Around the clock self-solve support
•Access to technical support engineers
•Access to existing patches and hot-fixes created while the product version was in Committed Support.
•No new enhancement requests, patches, fixes, document changes or platform certifications will be
made for product versions in Extended Support.
Discontinuation
If Autonomy discontinues a product and no successor product is commercially available under Support,
Autonomy will provide full support for five (5) years from the product's last generally available release date if:
(a) you have paid all applicable Support fees to date, and (b) you continue to pay all applicable Support
fees.
The above specified "End of Support" policy applies to the latest generally available release as of June 1,
2012 and all future releases, if any, for all Autonomy products. For all other releases of Autonomy products,
the following support terms apply:
Autonomy provides support for the current and previous Minor Versions of the current Major Version.
Autonomy will support the last Minor Version of a Major Version (for example, 6.2) for either (i) twenty-four
(24) months from the date when a new
Major Version (for example, 7.0) becomes generally available or, (ii) until the date when the next Major
Version (for example, 8.0) becomes generally available, whichever occurs earlier. If Autonomy discontinues
a product and does not make another Minor Version commercially available as an Update, Autonomy will
provide support for twenty-four (24) months from the date of the product discontinuance notice. Autonomy
may discontinue specific Support offerings no longer generally offered by Autonomy upon sixty (60) days'
notice.
Return to support: If you allow Support to lapse, you may re-enroll only upon completing all of the
following: (a) Payment to HP Autonomy of the annual Support fee for the renewal term, (b) payment to HP
Autonomy of 1 00 percent of all annual Support fees that would have been paid had you not terminated
Support offerings or lapsed in any applicable Support fee,
(c) payment to HP Autonomy of an administrative fee of 15 percent of the total past Support fees to resume
Support, if applicable, and (d) changing certain of your hardware or software to meet eligibility requirements
of new versions.
Software Support eligibility For ongoing Support eligibility, a customer must maintain the
License Set at the same leve.l of Software Support. "License Set" means all (a) licenses of HP
Autonomy Software products with the same part number that are part of the
Same implementation, and (b) technically dependent prerequisite HP Autonomy Software products that
are part of the same
Implementation, across all of the customer's support agreement identification (SAID) numbers.
For avoidance of doubt, the following examples are provided:
Assume: The customer has two License Sets for a given HP Autonomy Software product.
63
Data sheet 1 HP Autonomy Software Support
HP Number Level of Example of Example of
Autonomy of Softwar acceptable unacceptable sce~narios
Software licenses e scenario
License Support
Set needed
• License 100 24X7 Maintain a valid Example no. 1
Set one for Software Support • 25 licenses at 24)<7
product A contract for all 1 00 Support
licenses at 24x7 • 751icenses at 9x5
level Support
Example no. 2
• 25 licenses at 24x7
Support
• 75 licenses with no
valid Software Support
contract
• License 200 9X5 Maintain a valid • 50 licenses at 9x5
Set two for Software Support Support
product A contract for all 200 • 150 licenses with no
licenses at 9x5 valid Software Support
level contract
A customer may not cancel Support for a portion of licenses within a License Set unless the customer,
at the time of Support renewal, (i) terminates license rights of the unsupported licenses, or (ii) ce,rtifies
that the unsupported licenses will not be used and will not receive any of the services provided through
Support (the "Certification"). The Certification must be provided by an authorized representative of the
customer via a written letter sent to HP Autonomy according to the notice provisions in the customer's
governing Support contract with HP Autonomy. HP Autonomy reserves the right to audit the customer's
compliance with the Certification at any time. If the customer chooses to resume Support for any of the
unsupported licenses covered under the Certification, the Return to Support terms and conditions will
apply.
Cancellation You may cancel Support orders or delete Software from Support effective upon the1 next
Support renewal date with 60 days
prior written notice. For multiple-year orders that are annually billed, (a) you may cancel your contract
with no Jess than 60 days'
written notice prior to the next annual anniversary date, and (b) cancellation will be effective from such
anniversary date.
64
Data sheet 1 HP Autonomy Software Support
HP Autonomy Software Support terms
This support offering is governed by the HP Autonomy Customer Terms or another agreement referenced in
the quotation for Support services (the "Terms"). All capitalized terms used in this data sheet, but not otherwise
defined, will have the meaning assigned to them in the Terms.
In the event of conflicts between this data sheet and the Terms, this data sheet shall take precedence. The
Support offering set forth in this data sheet is available for the HP Autonomy product lines. Support delivery
begins upon delivery of licenses.
Upgrades
Software upgrades are not a feature of Foundation support. For clarification purposes only,
the HP Autonomy Software definitions of Upgrades are included below:
·Upgrade-License Type Upgrade means upgrading from one type of license to another upon
customer purchase. An example would be moving from a Site license to an Area license.
·Upgrade-License Quantity Upgrade means upgrading to a higher count of license upon
customer purchase. An example would be upgrading from 1000 nodes to 2500 nodes.
The following additional terms are hereby incorporated into this data sheet:
General
Exclusions: HP Autonomy is not obligated to provide warranty services or support for any claims
resulting from:
-Improper site preparation, or site or environmental conditions that do not conform to HP
Autonomy site specifications as set forth in the product release notes, design guides, technical
articles, etc. Product documentation defines the supported platforms, configurations, integrations,
and operating environments required for the product to function.
-Customer's non-compliance with HP Autonomy specification, statements of work provided by
Autonomy Professional Services organization as part of design and implementation services,
or this data sheet
-Improper or inadequate maintenance or calibration
-Customer or third-party media, software, interfacing, supplies, or other products
-Modifications not performed or authorized by HP Autonomy
-Virus. infection worm. or similar malicious code not introduced by HP Autonomy
-Abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical
disturbances, transportation by customer, or other causes beyond the control of HP Autonomy
Local availability: The customer may order support from HP Autonomy current support offerings.
Some offerings, features, and coverage (and related software) may vary according to HP
Autonomy resources and products in your environment or may not be available in all countries or
areas. In addition, delivery of support outside of the applicable HP Autonomy coverage areas may
be subject to travel charges, longer response times, reduced restoration or repair commitments,
and reduced coverage hours.
Relocation: Relocation of any software under support is the responsibility of the customer and is
subject to local availability, and may result in changes to support fees. Reasonable advance notice
to HP Autonomy may be required to begin support after relocation. For software products, any
relocation is also subject to the license terms for such software. The customer may be required to
execute amended or new documents as a result of relocation.
Service providers: HP Autonomy reserves the right and customer agrees to HP Autonomy's use
of HP Autonomy authorized service providers to assist in the delivery of support.
Modifications: The customer will allow HP Autonomy, at HP Autonomy's request and at no
65
Data sheet 1 HP Autonomy Software Support
additional charge, to modify software to improve operation, supportability, and reliability or to meet
legal requirements. Such modifications are hotfixes or patches (i.e., Software Updates) required
by the product and covered under the terms of this data sheet.
Force majeure: Neither party will be liable for performance delays or for non-performance clue to
causes beyond its reasonable control; however, this provision will not apply to customer's
payment obligations.
Site and product access The customer shall provide HP Autonomy access to the software
covered under support; and if applicable, adequate working space and facilities within a
reasonable distance of the software; access to and use of information, customer resources, and
facilities as reasonably determined necessary by HP Autonomy to service the software. Access
to software may be through a secure remote access tool or onsite access. Failure to provide
sufficient access to troubleshoot or service the software, may result in the inability for HP
Autonomy to provide support or issue resolution. The customer is responsible for removing any
software ineligible for support, as advised by HP Autonomy, to allow HP Autonomy to perform
support. If support delivery
is made more difficult due to lack of access or the presence of ineligible software, servic:e
may require the engagement of HP Autonomy Professional Services under a statement 10f
work at HP Autonomy published service rates.
Software support• Eligibility: A customer may purchase available software support for HP
Autonomy-branded software only if the customer can provide evidence it has rightfully acquired
an appropriate HP Autonomy license for such software. HP Autonomy will be under no obliga1tion
to provide support due to any alterations or modifications to the software not authorized by HP
Autonomy or for software for which customer cannot provide a sufficient proof of a valid license.
Documentation: If a customer purchases a software support offering that includes
documentation updates along with the right to copy such updates, the customer may copy such
updates only for software under such coverage. Copies must include appropriate HP Autonomy
trademark and copyright notices.
66
Use of proprietary service tools for support
HP Autonomy will require customer's use of certain hardware or software system and network
diagnostic and maintenance programs ("Proprietary Service Tools"), as well as certain diagnostic tools
that may be included as part of the customer's system, for delivery of support under certain coverage
levels. Proprietary Service Tools may include other commercial
HP Software diagnostic packages or custom debug tools specific to Autonomy products. Such
Proprietary Service Tools are and remain the sole and exclusive property of HP Autonomy, and are
provided "as is." Proprietary Service Tools may reside on the customer's systems or sites. The
customer may only use the Proprietary Service Tools during the applicable support coverage period
and only as allowed by HP Autonomy. The customer may not sell, transfer, assign, pledge, or in any
way encumber or convey the Proprietary Service Tools. Upon termination of support, the customer will
return the Proprietary Service Tools to
HP Autonomy or allow HP Autonomy to remove these Proprietary Service Tools. A customer will
also be required to:
Allow HP Autonomy to keep the Proprietary Service Tools resident on the customer's systems
or sites, and assist
Install Proprietary Service Tools, including installation of any required updates and patches
Use the electronic data transfer capability to inform HP Autonomy of events identified by the
software
If required, purchase HP Autonomy-specified remote connection hardware for systems with
remote diagnosis service
Provide remote connectivity through an approved communications line
Customer responsibilities
Data backup: To reconstruct lost or altered customer files, data, or programs, a customer must
maintain a separate backup system or procedure that is not dependent on the software under
support.
Temporary workarounds: The customer will implement temporary procedures or workarounds
provided by HP Autonomy while HP Autonomy works on permanent solutions.
Hazardous environment: The customer will notify HP Autonomy if the customer uses software
in an environment that poses a potential health or safety hazard to HP Autonomy employees or
subcontractors. HP Autonomy may require the customer to maintain such software under HP
Autonomy supervision and may postpone service until customer remedies such hazards.
Authorized representative: The customer will have a representative present when HP
Autonomy provides support at the customer's site.
Software list: The customer will create and maintain a list of all software under support
including: the location of the software and coverage levels. The customer shall keep the list
updated during the applicable support period.
Client:
Dates:
Appendix4
Sign-Off Form
Deliverables f Milestones Performed By : Notes
If Payment associated with this Work:
Pay~nt ..
lnvoi~ ~mounttf.ue as a re8ult Qf the work accomplished
and listed abOve/
AmotintDue: s o~oo
D I am satisfied with the work performed for this deliverable and approve the payment listed above.
D I am NOT satisfied with the work performed for this deliverable and DO NOT approve the payment listed
above. (Please list specific reasons for non-acceptance on the following page).
Print Name:
Signature:
Date:
Print Name:
Signature:
Date:
Reasons for Non Acceptance
Use this sheet only if you do not approve of the work performed by the project consultant, and/or do not
consent to the payment listed above. Be as specific as possible.
Deliverable I Milestone Reason Expected Outcome
<List Reasons Here>
Print Name:
Signature:
Date:
Print Name:
Signature:
Date:
Appendix 5
City Travel Policy
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject:
Copies to:
PURPOSE:
TRAVEL POLICY
City Council, City Manager, City Attorney, Department and Division Heads, Employee
Bulletin Boards, Press, File
To establish a policy to be followed by Council Members, other elected officials, commission/board
members, and all City employees when traveling on City business. This policy supersedes all
other travel policies.
BACKGROUND:
Occasionally, it is necessary for City personnel to attend meetings, travel outside the City to
conduct City business, and attend conferences, seminars and training sessions. Various modes of
transportation are available and other associated costs vary considerably. The City Council has
adopted a policy to control the costs involved, and to compensate individuals for actual ne1cessary
expenses related to travel and meetings.
DEFINITIONS:
City Business Travel shall be defined as travel which requires elected officials, members of
a commission or board, or City employees to conduct specific items of City business away from
their normal place ofbusiness.
City Employee means any person regularly employed by the City, excluding elected offici1als and
members of commissions, committees, authorities or boards.
Commissioner shall mean any person appointed by the City Council to an establishecl board,
committee, authority or commission.
Out-of-State Travel includes all costs related to business travel outside the State of
California. In-State Travel includes all costs related to business travel within the State of
California.
Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences
or training, such as travel to other City facilities.
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject: TRAVEL POLICY
r<.
""J ' ""J ~ ' ~£•J •
Bulletin Boards, Press, File
POLICY IN GENERAL:
Policy No. 2 (Page 2 of 5)
Date Issued 04-04-06
Effective Date 04-04:-06
Cancellation Date ----
SupersedesNo. 3
(Dated 12/14/99)
1. Requests for travel shall, in all cases, be limited to situations from which the City will derive a benefit
through the attendance of a representative.
2. For City Council Members, all travel involving more than five (5) days should be approved in advance
by the Council. Travel of five (5) days or less need not have prior approval if funds are available in the
current budget. The Mayor is authorized to approve extended overnight travel for emergency cases.
3. Except for elected officials, commissioners and board members, and Council appointed employees,
the number of City employees attending any single conference should be limited to those whose
attendance will provide a benefit to the City. Any number of elected officials, commissioners, or Council
appointed employees may attend conferences provided that funds are available for such purposes.
4. The· City Manager, or his/her designee, may approve any in-state travel, travel specifically approved in
the operating budget, and any travel for educational purposes. The City Manager (or his/her designee)
may also authorize out-of-state travel for unanticipated purposes if funds are available and the subject
travel has a duration of two days or Jess (one night's stay). Unanticipated out-of-state travel for a
duration exceeding two days must be authorized by the City Council.
5. Each officer, employee, advisory commissioner, and board member of the City is expected to be as thrifty
and prudent as possible when traveling at the City's expense. To ensure that City officers,
employees, commissioners and board members are able to travel when necessary to accomplish
essential City business, travel funds must be expended in the most economical and efficient way
possible.
6. Receipts are required for all business travel expenses such as transportation, lodging and
incidental costs exceeding five ($5) dollars except for the City Council, where receipts are required for
every item to be reimbursed. In order to comply with IRS and State Regulations, receipts are required
for all meal and entertainment expenses for City Council Members. In addition, for all travel
expenses for other City employees (including meals and entertainment), the following information
must appear on the expense report and/or the receipts submitted:
a. The amount of the expenditure.
b. The date and place of the expenditure.
c. The business purpose of the expenditure.
d. The business relationship to the person entertained, as well as the individuals' names.
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject: TRAVEL POLICY
IN GENERAL (Continued):
The IRS also requires that if the expenditures are not substantiated with the above information, they
may be considered ''wages" subject to payroll tax withholding. The use of a City credit card for
payment of business meals and entertainment does not preclude the requirement to complete
and submit an expense report.
7. Travel advances to City employees need to be substantiated or reimbursed as soon as possible
upon completion of trip (normally within 30 days). If the expense report is not filed timeiJf, any
travel advances may be subtracted from the employee's payroll check. No further City funds
will be advanced for travel until the employee files his/her outstanding expense report.
8. Administration of this policy will be as directed from time to time by the City Manager.
TRANSPORTATION:
1. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis
of the least total cost to the City after all expense items are tabulated, including travel time salary costs.
2. When the use of a private automobile to destinations within 200 miles of the City limits is approved,
mileage reimbursement shall be at the rate then currently prescribed by IRS regulations. Individuals with
an auto allowance will not receive mileage reimbursements for trips within 200 miles of the City limits.
However, use of City-owned vehicles is allowed for travel within 200 miles of the City limits.
If use of a private automobile to destinations beyond 200 miles is approved by the City Manager or his/her
designee, including those individuals with an auto allowance, reimbursement shall not exceed the~ cost of a
round trip coach or equivalent class air fare. Exceptions are subject to approval by the City Manager or
his/her designee (such as in cases where required items to be transported are not allowed on any mode
of public transportation). Such reimbursement shall be computed based on the mileage from the
normal work location to the final destination.
For the purpose of determining personal vehicle mileage reimbursement, the designated normal work
location for each City employee is the place where that employee spends the largest portion of
his/her regular workday or working time, or the place to which he/she returns upon completion of
regular or special assignments. The cost of the daily commute to the office is the employee's
responsibility.
3. When the use of public air carrier is approved, the City shall pay the lowest available fare at the time the
reservation is booked. Upgrades to a higher class of air service will be at the employee's expense.
72
TRANSPORTATION (Continued):
4. Authorized travel time shall be based on that required by the most appropriate and
expedient mode of public transportation. The additional travel time will not be considered
City work hours.
5. While traveling, employees are encouraged to use public transportation whenever
possible. For example, courtesy shuttle service, buses, taxis, or limousine service
should be utilized between airports and meeting locations when such services are
reasonably available. Rental vehicles should be used when other transportation is
unavailable, untimely, or a rental vehicle is the most economical mode of
transportation.
6. Reimbursement for travel time will be made in accordance with FLSA guidelines.
LODGING:
1. Lodging shall be obtained at the most economical rate available for good quality lodging.
When there is an officially designated conference hotel, the traveler is encouraged to
take advantage of these accommodations. Lodging expenses for spouses are not
reimbursable, and any additional expenses must be paid by the elected official,
commissioner or employee.
2. Business related telephone charges which are added to the lodging bill may
be reimbursed.
Reimbursement of personal calls will be allowed in an amount not to exceed the higher
of$10.00 per day or ten minutes of phone time. Reimbursement of personal calls in
excess of this ·umit may be authorized by the City Manager or his/her designee, under
special circumstances.
MEALS AND INCIDENTAL EXPENSES:
1. Notwithstanding other limits stated elsewhere, the City Council will be reimbursed the
actual costs of meals, plus tips and incidental expenses that are substantiated with a
physical receipt while on official City business.
2. Each commissioner or employee authorized to travel may submit the actual cost of meals,
tips and incidental expenses for reimbursement up to a limit of $50 per day. If it is
anticipated that this limit will be exceeded, then prior approval by the City Manager or
his/her designee is required. The City Manager may approve such additional
expenditures, within the limits of his/her expenditure authority, as necessary.
3. The City will not reimburse the cost of alcoholic beverages.
4. Reasonable amounts for tipping will be reimbursed, however, reimbursement for tips will
not be made in excess of 20%.
Agreement Number(s) where required:
HP: .............................................................. .
City: .................................................. . EXHIBIT 3
Effective Date (if applicable) ............................................... ..
Term Length (if applicable) ................................................... .
CONTRACTOR/CITY TERMS-PORTFOLIO
1. Parties. These terms represent the agreement ("Agreement") that governs the purchase of products and
services from the Hewlett-Packard Company entity identified in the signature section below
("CONTRACTOR") by the City of Carlsbad identified below ("City").
z. Orders. "Order'' means the accepted order including any supporting material which the parties identify
as incorporated either by attachment or reference ("Supporting Material"). Supporting Material may
include (as examples) product lists, hardware or software specifica1tions, standard or negotiated service
descriptions, data sheets and their supplements, and statements of work (SOWs), published warranties
and service level agreements, and may be available to City in hard copy or by accessing a designated
CONTRACTOR website.
3. Scope and Order Placement. These terms may be used by City either for a single Order or as a framework
for multiple Orders. In addition, these terms may be used on a global basis by the parties' "Affiliates",
meaning any entity controlled by, controlling, or under common control with a party. The parties can
confirm their agreement to these terms either by signature where indicated at the end or by referencing
these terms on Orders. Affiliates participate under these terms by placing orders which specify product or
service delivery in the same country as the CONTRACTOR Affiliate accepting the Order, referencing these
terms, and specifying any additional terms or amendments to reflect local law or business practices.
4. Order Arrangements. City may place orders with CONTRACTOR through our website, City-specific portal,
or by letter, fax or e-mail. Where appropriate, orders must specify a delivery date. If City extends the
delivery date of an existing Order beyond ninety (90) days, then it will be considered a new order. City
may cancel a hardware Order at no charge up to five (5) business days prior to shipment date.
s. Prices and Taxes. Prices will be as quoted in writing by CONTRACTOR or, in the absence of a written
quote, as set out on our website, City-specific portal, or CONTRACTOR published list price at the time an order is
submitted to CONTRACTOR • Prices are exclusive of taxes, duties, and fees (including installation, shipping, and
handling) unless otherwise quoted. If a withholding tax is required by law, please contact the CONTRACTOR order
representative to discuss appropriate procedures. CONTRACTOR will charge separately for reasonable out-of-
pocket expenses, such as travel expenses incurred in providing professional services. The total fee payable for
the Services to be performed during the initial Agreement term will be Nine Hundred Forty Five Thousand Eight
Hundred Thirty Six Dollars and Twenty-Eight Cents ($USD945,836.28). No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement.
6. Invoices and Payment. City agrees to pay all invoiced amounts within thirty (30) days of CONTRACTOR's
invoice date. CONTRACTOR may suspend or cancel performance of open Orders or services if City fails to
make payments when due.
7. Title. Risk of loss or damage and title for hardware products will pass upon delivery to City or its
designee. Where permitted by law, CONTRACTOR retains a security interest in products sold until full
payment is received.
8. Delivery. CONTRACTOR will use all commercially reasonable efforts to deliver products in a timely
manner. CONTRACTOR may elect to deliver software and related product/license information by
electronic transmission or via download.
'19
Agreement Number(s) where required:
HP: .............................................................. .
Customer: .................................................. .
Effective Date (if applicable): .............................................. .
Term Length {if applicable) ............•.......................................
9. Installation. If CONTRACTOR is providing installation with the product purchase, CONTRACTOR's site
guidelines {available upon request) will describe City requirements. CONTRACTOR will conduct its
standard installation and test procedures to confirm completion.
10. Support Services. CONTRACTOR's support services will be described in the applicable Supporting
Material, which will cover the description of CONTRACTOR's offering, eligibility requirements, service
limitations and City responsibilities, as well as the City systems supported.
11. Eligibility. CONTRACTOR's service, support and warranty commitments do not cover claims resulting
from:
1. improper use, site preparation, or site or environmental conditions or other non-compliance with
applicable Supporting Material;
2. Modifications or improper system maintenance or calibration not performed by CONTRACTOR or
authorized by CONTRACTOR ;
3. failure or functional limitations of any non-CONTRACTOR software or product impacting systems
receiving CONTRACTOR support or service;
4. malware (e.g. virus, worm, etc.) not introduced by CONTRACTOR ; or
5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by City,
or other causes beyond CONTRACTOR's control.
12. Professional Services. CONTRACTOR will deliver any ordered IT consulting, training or other services as
described in described in the applicable Supporting Material.
13. Professional Services Acceptance. The acceptance process (if any) will be described in the applicable
Supporting Material, will apply only to the deliverables specified, and shall not apply to other products or
services to be provided by CONTRACTOR .
14; Dependencies. CONTRACTOR's ability to deliver services will depend on City's reasonable and timely
cooperation and the accuracy and completeness of any information from City needed to deliver the
services.
15. Change Orders. We each agree to appoint a project representative to serve as the principal point of
contact in managing the delivery of services and in dealing with issues that may arise. Requests to change
the scope of services or deliverables will require a change order signed by both parties.
16. Product Performance. All CONTRACTOR -branded hardware products are covered by CONTRACTOR's
limited warranty statements that are provided with the products or otherwise made available. Hardware
warranties begin on the date of delivery or if applicable, upon completion of CONTRACTOR installation,
or (where City delays CONTRACTOR installation) at the latest 30 days from the date of delivery. Non-
CONTRACTOR branded products receive warranty coverage as provided by the relevant third party
supplier.
17. Software Performance. CONTRACTOR warrants that its branded software products will conform
materially to their specifications and be free of malware at the time of delivery. CONTRACTOR warranties
for software products will begin on the date of delivery and unless otherwise specified in Supporting
CTPFOl-WW 02Apr12 Page 2 of7
Agreement Number(s) where required:
HP: ............................................................••.
Customer: ................................................. ..
Effective Date (if applicable): ............................................. ..
Term Length (if applicable) .................................................. ..
Material, will last for ninety (90) days. CONTRACTOR does not warrant that the operation of software
products will be uninterrupted or error-free or that software products will operate in hardware and
software combinations other than as authorized by CONTRACTOR in Supporting Material.
18. Services Performance. Services are performed using generally recognized commercial practices and
standards. City agrees to provide prompt notice of any such service concerns and CONTRACTOR will re-
perform any service that fails to meet this standard.
19. Services with Deliverables. If Supporting Material for services define specific deliverables, CONTRACTOR
warrants those deliverables will conform materially to their written specifications for 30 days following
delivery. If City notifies CONTRACTOR of such a non-conformity during the 30 day period, CONTRACTOR
will promptly remedy the impacted deliverables or refund to City the fees paid for those deliverables and
City will return those deliverables to CONTRACTOR .
20. Product Warranty Claims. When we receive a valid warranty claim for an CONTRACTOR hardware or
software product, CONTRACTOR will either repair the relevant defect or replace the product. If
CONTRACTOR is unable to complete the repair or replace the product within a reasonable time, City will
be entitled to a full refund upon the prompt return of the product to CONTRACTOR (if hardware) or upon
written confirmation by City that the relevant software product has been destroyed or permanently
disabled. CONTRACTOR will pay for shipment of repaired or replaced products to City and City will be
responsible for return shipment of the product to CONTRACTOR .
21. Remedies. This Agreement states all remedies for warranty claims. To the extent permitted by law,
CONTRACTOR disclaims all other warranties. CONTRACTOR agrees to indemnify and hold harmless the City
and its officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein caused
by any negligence, recklessness, or willful misconduct of CONTRACTOR , any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
22. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this
Agreement. City grants CONTRACTOR a non-exclusive, worldwide, royalty-free right and license to any
intellectual property that is necessary for CONTRACTOR and its designees to perform the ordered
services. If deliverables are created by CONTRACTOR specifically for City and identified as such in
Supporting Material, CONTRACTOR hereby grants City a worldwide, non-exclusive, fully paid, royalty-free
license to reproduce and use copies of the deliverables internally.
23. Intellectual Property Rights Infringement. CONTRACTOR will defend and/or settle any claims against
City that allege that an CONTRACTOR -branded product or service as supplied under this Agreement
infringes the intellectual property rights of a third party. CONTRACTOR will rely on City's prompt
notification of the claim and cooperation with our defense. CONTRACTOR may modify the product or
service so as to be non-infringing and materially equivalent, or we may procure a license. If these options
are not available, we will refund to City the amount paid for the affected product in the first year or the
depreciated value thereafter or, for support services, the balance of any pre~paid amount or, for
CTPFOl-WW 02Apr12 Page 3 of 7
Agreement Number(s) where required:
HP: .............................•.....................•...........
Customer: .................................................. .
Effective Date (if applicable): .............................................. .
Term Length (if applicable) ...................•....•....•...............••.•...
professional services, the amount paid. CONTRACTOR is not responsible for claims resulting from any
unauthorized use of the products or services. This section shall also apply to deliverables identified as
such in the relevant Support Material except that CONTRACTOR is not responsible for claims resulting
from deliverables content or design provided by City.
24. License Grant. CONTRACTOR grants City a non-exclusive license to use the version or release of the
CONTRACTOR -branded software listed in the Order. Permitted use is for internal purposes only (and not
for further commercialization), and is subject to any specific software licensing information that is in the
software product or its Supporting Material. For non-CONTRACTOR branded software, the third party's
license terms will govern its use.
25. Updates. City may order new software versions, releases or maintenance updates ("Updates"), if
available, separately or through an CONTRACTOR software support agreement. Additional licenses or
fees may apply for these Updates or for the use of the software in an upgraded environment. Updates
are subject to the license terms in effect at the time that CONTRACTOR makes them available to City.
26. License Restrictions. CONTRACTOR may monitor use/license restrictions remotely and, if CONTRACTOR
makes a license management program available, City agrees to install and use it within a reasonable
period of time. City may make a copy or adaptation of a licensed software product only for archival
purposes or when it is an essential step in the authorized use of the software. City may use this archival
copy without paying an additional license only when the primary system is inoperable. City may not copy
licensed software onto or otherwise use or make it available on any public external distributed network.
Licenses that allow use over City's intra net require restricted access by authorized users only. City will
also not modify, reverse engineer, disassemble decrypt, decompile or make derivative works of any
software licensed to City under this Agreement unless permitted by statute, in which case City will
provide CONTRACTOR with reasonably detailed information about those activities.
27. License Term and Termination. Unless otherwise specified, any license granted is perpetual, provided
however that if City fails to comply with the terms of this Agreement, CONTRACTOR may terminate the
license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon
expiration, City will either destroy all copies of the software or return them to CONTRACTOR, except that
City may retain one copy for archival purposes only.
27.1 The term of this Agreement will be effective for a period of 24 months from the date first above written.
The City Manager may amend the Agreement to extend it for one additional one (1) year periods or parts
thereof in an amount not to exceed Ninety-thousand dollars ($ 90,000) per Agreement year. Extensions
will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of
funds by the City Council. The parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
28. License Transfer. City may not sublicense, assign, transfer, rent or lease the software or software license
except as permitted by CONTRACTOR . CONTRACTOR -branded software licenses are generally
transferable subject to CONTRACTOR's prior written authorization and payment to CONTRACTOR of any
applicable fees. Upon such transfer, City's rights shall terminate and City shall transfer all copies of the
CTPFOl-WW 02Aprl2 Page4 of7
Agreement Number(s) where required:
HP: ............................................................. ..
Customer: .................................................. .
Effective Date (if applicable): .............................................. .
Term Length {if applicable) ................................................... .
software to the transferee. Transferee must agree in writing to be bound by the applicable software
license terms. City may transfer firmware only upon transfer of associated hardware.
29. Ucense Compliance. CONTRACTOR may audit City compliance with the software license terms. Upon
reasonable notice, CONTRACTOR may conduct an audit during normal business hours (with the auditor's
costs being at CONTRACTOR's expense). If an audit reveals underpayments then City will pay to
CONTRACTOR such underpayments. If underpayments discovered exceed five (5) percent of the contract
price, City will reimburse CONTRACTOR for the auditor costs.
30. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified
as such at disclosure or if the circumstances of disclosure would reasonably indicate such
treatment. Confidential information may only be used for the purpose of fulfilling obligations or
exercising rights under this Agreement, and shared with employees, agents or contractors with a need to
know such information to support that purpose. Confidential information will be protected using a
reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt
or (if longer) for such period as the information remains confidential. These obligations do not cover
information that: i) was known or becomes known to the receiving party without obligation of
confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by
law or a governmental agency.
31. Personal Information. Each party shall comply with their respective obligations under applicable data
protection legislation. CONTRACTOR does not intend to have access to personally identifiable
information ("Pil"} of City in providing services. To the extent CONTRACTOR has access to City Pll stored
on a system or device of City, such access will likely be incidental and City will remain the data controller
of City Pll at all times. CONTRACTOR will use any Pll to which it has access strictly for purposes of
delivering the services ordered.
32. us Federal Government Use. If software is licensed to City for use in the performance of a US
Government prime contract or subcontract, City agrees that consistent with FAR 12.211 and 12.212,
commercial computer software, documentation and technical data for commercial items are licensed
under CONTRACTOR's standard commercial license.
33. Global Trade compliance. Products and services provided under these terms are for City's internal use
and not for further commercialization. If City exports, imports or otherwise transfers products and/or
deliverables provided under these terms, City will be responsible for complying with applicable laws and
regulations and for obtaining any required export or import authorizations. CONTRACTOR may suspend
its performance under this Agreement to the extent required by laws applicable to either party.
34. Limitation of Liability. CONTRACTOR's liability to City under this Agreement is limited to the greater of
$1,000,000 or the amount payable by City to CONTRACTOR for the relevant Order. Neither City nor
CONTRACTOR will be liable for lost revenues or profits, downtime costs, loss or damage to data or
indirect, special or consequential costs or damages. This provision does not limit either party's liability for:
unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud;
wilful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable
law.
CTPF01-WW 02Apr12 Page 5 of7
Agreement Number(s) where required:
HP: ............................................................. ..
Customer: .................................................. .
Effective Date (if applicable): .............................................. .
Term Length (if applicable) ................................................... .
35. Disputes. If City is dissatisfied with any products or services purchased under these terms and disagrees
with CONTRACTOR's proposed resolution, we both agree to promptly escalate the issue to a Vice
President (or equivalent executive) in our respective organizations for an amicable resolution without
prejudice to the right to later seek a legal remedy.
36. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes
beyond its reasonable control, except for payment obligations.
37. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any
material obligation and fails to remedy the breach within a reasonable period after being notified in
writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is
subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement
and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond
termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both
parties' respective successors and permitted assigns.
38. General. This Agreement represents our entire understanding with respect to its subject matter and
supersedes any previous communication or agreements that may exist. Modifications to the Agreement
will be made only through a written amendment signed by both parties. The Agreement will be governed
by the laws of the country of CONTRACTOR or the CONTRACTOR Affiliate accepting the Order and the
courts of that locale will have jurisdiction, however, CONTRACTOR or its Affiliate may, bring suit for
payment in the country where the City Affiliate that placed the Order is located. City and CONTRACTOR
agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Claims arising or raised in the United States will be governed by the laws of the state of California,
excluding rules as to choice and conflict of law.
{Signatures follow on next page}
CTPF01-WW 02Apr12 Page 6 of7
Agreement Number(s) where required:
HP: .............................................................. .
Customer: .................................................. .
Effective Date (if applicable): .............................................. .
Term Length (if applicable) ................................................... .
AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
By:
(sign here)
(print-name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
BARBARA ENGLESO
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CTPFOl-WW 02Apr12
Autonomy 1 HP Software
Reviewed and Approved as to Form end Content
-HP Software Legal Department
By: ~--) ' ,-h£.._fl i.<.J /f:s--
Paul Lelli/Contracts Negotiator
Date: S !ember 30, 2014
Page 7 of 7
Subscribed and sworn to before me by Elizabeth Leach. Contract Administrator, of Hewlett-Packard
Company this ...J.Q_ day of >,) e )J~ (_ fn 'oc .,-, 20 I \,)
Notary Public PAULA BRUNER NOTARY PUBLIC-STATE OF ARKANSAS
FAULKNER COUNTY
My Commission Expires 02-20-2017
\. · · n#12359363
[Seal of Notary) My Commission Expires:
Hewlett-Packard Company
3000 Hanover St
Palo Alto, CA 94304
bp.com
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONIRACTS. BID BONDS. AND PERFORMANCE BONDS
I certify that Elizabeth L•ach is authorized to sign bids, quotes, cootractS, bid bonds and performance
bonds with government agencies, and other customers on behalf of Hewlett-Packard Company, in an
amount of $5,000,000 and affirm that his/her signature shall be binding on Hewlett-Packa Company. This
authorization shall expire on February 28, 2015
"RESOLVED: That Dennis Pryor and Stuart Mclean, each one separately, is hereby empowered on behalf of
Hewlett-Packard Company to sign bids, quotations, leases and contracts with customers and government
agencies, up to an amount of $50,000,000.00, including such bids and performance bonds as may be required
ln connection with such bids and contracts, and is further empowered to authorize employees of the Company
to sign such bids, quotations, leases, contracts and bid and performance bonds."
I, Rishi Varma, do hereby certify that I am the duly appointed Senior VICe President, Deputy General Counsel
and Assistant Secretary of Hewlett-Packard company, a Delaware corporation; that the foregoing is a full, true
and correct copy of the resolution adopted by the Board of Directors of said corpol'8tion on November 20, 2013;
and that the resolution has not been annulled, rescinded, or revoked and remains in full force and effect.
IN WITNESS WHEREOF, t have signed my name and affixed the seal of the Company.
Dated: -...~..h.q.;.U~/>iJ"-l.:...f 4.....__ (I
(SEAL)
L-
EXHIBIT 2
AUTONOMY Software License and Seivices Agreement
This Software License and Services Agreement (the "Autonomy Agreement") is entered into
as of this ^ of Oct<*er, 2014 (the "Effecthre Date") by and between Autonomy, Inc., a
New Jersey corporation, (a Hewlett-Packard company) wnUi its principal place of business at 1140
Enterpnse Way, Sunnyvale, CA 94089 ("Autonomy") and the City of CaiM^d, with its principal
place of business at 1635 Faraday Ave. Carted, CA 92008-7314 ("Gustonrer").
WHEREAS, Autonany was acquired by Hewtett-Packard Company ("HP" or "Contractor") on or
about October 3,2011;
WHEREAS, Autonomy desires to sell to Customer Autonomy's Products and/or Sen/ices;
WHEREAS. Autonomy desires to establish a contract drectly wth Cu^omer to establish the
temns and conditions controlling ttie sake and purchase of such Products and/or Services;
WHEREAS, Customer and HP have entered into sn HP Customer Tenrvs-Portfoljo with an
effective date of October, ^ A 2014 as amended (coBectively the "AgreemenlT). and
WHEREAS, Customer and Autonomy desire to incorporate the terms and conditions of the
Agreement, into the Autonomy Agreement as if set forth word for word herein.
NOW THEREFORE, in conskleration of the mutual promises, covenants, and conditions herein
contained, the Parties agree as foflows:
1. The HP Customer Terms-Portfolto is kicorporated herein by reference as if set forth
herein word for word, and shall govem all Orders hereunder, with the following
exception: pricing shall be as agreed to between Autonomy and Customer.
2. For purposes of interpreting the tenns of the HP Customer Terms-Portfolio as
incorporated herein, all references to HP in the HP Agreement shall be deemed replaced
with references to Autorromy, and the notification address for Autonomy shall be as set
forth above.
3. For avoidance of doubt, the Autonomy Agreement and any Orders hereunder are
entered into between Customer and Autonomy, not HP. Further, this Autonomy
Agreement shaU not alter any license purchased by Customer uncler a separate
agreement vwth Autonomy.
4. The Parties agree that the tenns of this Autonomy Agreement takes precedence over
the HP Customer Terms-Portfolio to the extent it Includes new or different or inconsistent
terms.
5. The Autonomy products and Services shall be delivered and supported as per Exhibit A,
A-1, Exhtoit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H and Exhibit I
attached hereunder. EidiitMt B is the preceding authority if conflicts arise between
exhibits.
Contractor wilt obtain and mairrtain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
QFFICER^S CERTIFICATE
AUTONOMY, INC.
1, Catherine A. Lesjak, Director and Chief Financial Officer of Autonomy, Inc., a
corporation organized under the laws of the state of New Jersey, (the "Corporation"), hereby
certify that attached hereto as Exhibit A is a full, true and correct copy ofthe authorization granted
to Neil Araujo by the board of directors of the Corporation and that such authorization has not
been annulled, rescinded, or revoked and remains in full force and efiect.
IN WITNESS WHEREOF, I have executed this Officer's Certificate on October i^, 2014.
AUTONOMY, INC.
Name: Catheriils^. Lesjak
Title: Director and Chief Financial Officer
Exhibit A
Authoritv Granted to Neil Arauio bv the Board of Directors of Autonomv. Inc.
Neil Araujo To act in the name of the Corporation and on its behalf to sign
commercial documents, including but not limited to product and
services agreements, non-disclosure agreements and requests for
proposals, up to a maximum value of USD $1,000,000.00
AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
Autonomy CITY OF CARLSBAD, a municipal
corporation of the State of California
By: lu) V A-Cow.^ ()
(sign here) I
Autonomy
By:
(print name/title)
(sign here)
(print name/title)
ATTEST:
Mayor
BARBARA ENGLESO
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA^^fB^ja^R, City Attorney
BY:
Assistant •eityT^ttorney
Autonomy | HP Software
Reviewed and Approved as to Form and Content
- HP Software Legal Department
By:
Paul Leili/Contracts Negotiator
Date : SeptemiDer 30, 2014
OFFICIAL SEAL
LEA G. MILLER
NOTARY PUBLIC, STATE OF ILLINOIS
My Commission Expires Jan. 3, 2018
Exhibit A
ORDER NO. 1
SOFTWARE
This Order No. 1 ("Order") is issued under and subject to the terms and conditions of the
AUTONOMY Software License and Services Agreement (the "Agreement") and any
supplemental documents attached hereto. Capitalized terms not othenwise defined in this Order
shall have the meanings given them in the Agreement, the applicable supplemental
document(s) and attached as Attachment A.
QTY
1. Software
2. Languages
3. Platform
4. Number of Copies
5. Number of Instances
6. Authorized Use
7. Territory of Software
Installation
8. Customer Ship To
9. Customer Invoice To
10. Customer
Technical Support
TeleForm Enterprise Bundle 1
TeleForm Reader 1
TeleForm Verifier 19
TeleForm Scan Station 14
English
Microsoft Windows SQL
One each of (1) above
One each of (1) above per Server
N/A
United States of America
Shipped F.O.B. point of origin via electronic delivery to:
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-7593
E-mail: sherrv.remington(3>carlsbadca.aov
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2450
E-mail: infotech@carlsbadca.aov
Name: Bill Baer
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2451
E-mail: bill.baer(a).carlsbadca.aov
11. License Fee US $86,160.00, invoiced immediately upon delivery
12. 24/7 Support Fee
(first year)
13. Payment Terms
for all Fees
US $18,524.40 per annum for Support Services per
Attachment A.
30 days from date of invoice.
14. License Term
15. Supplemental
Document(s)
The Software is licensed for a perpetual term, subject to earlier
termination pursuant to the Agreement.
SofhA^are Supplement, attached hereto as Appendix 3.
Exhibit A-1
ORDER NO. 1A
SOFTWARE
This Order No. 1A ("Order") is issued under and subject to the terms and conditions of the
AUTONOMY Software License and Services Agreement (the "Agreement") and any
supplemental documents attached hereto. Capitalized terms not othenwise defined in this Order
shall have the meanings given them in the Agreement, the applicable supplemental
document(s) and attached as Attachment A.
1. Software
2. Languages
3. Platform
4. Number of Copies
5. Number of Instances
6. Authorized Use
7. Territory of Software
Installation
H7Q21AAE HP RM Base Edition 2 Nmd Usr SW E-LTU HP
Records Manager Base
Edition 2 Named Users Software E-LTU Qty 1
H7Q28AAE HP RM Base Records Coord Nm Usr SW E-LTU
HP Records Manager Base Records Coordinator Named User
Software E-LTU Qty 5
H7Q30AAE HP RM Base Knowl Worker Nmd Usr SW E-LTU
HP Records Manager Base Knowledge
Worker Named User Software E-LTU Qty 45
H7Q32AAE HP RM Base Casual Cont Nmd Usr SW E-LTU HP
Records
Manager Base Casual Contributor Named User Software E-LTU
Qty 300
H7Q62AAE HP RM Rendering SW E-LTU HP Records
Manager Rendering
Software E-LTU Qty 1
H7Q65AAE HP RM 3M Objects Volume Pkg SW E-LTU HP
Records
Manager 3 million Objects Volume Package Sofhware E-LTU
Qty 1
English
Microsoft Windows SQL
One each of (1) above
One each of (1) above per Server
N/A
United States of America
8. Customer Ship To Shipped F.O.B. point of origin via electronic delivery to:
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-7593
E-mail: sherry, remington@carlsbadca.aov
9. Customer Invoice To
10. Customer Technical
Support
11. License Fee
Name: City of Carlsbad
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2450
E-mail: infotech@carlsbadca.gov
Name: Bill Baer
Address: 1635 Faraday Ave.
Carlsbad, CA 92008-7314
Phone:760-602-2451
E-mail: bill.baer@carlsbadca.aov
US $110,770.00, invoiced immediately upon delivery
12. 24/7 Support Fee
(first year)
13. Payment Terms for
all Fees
14. License Term
15. Supplemental
Document(s)
US $35,479.88 per annum for Support Services per Attachment A.
30 days from date of invoice.
The Software is licensed for a perpetual term, subject to earlier
termination pursuant to the Agreement.
Software Supplement, attached hereto as Appendix 3.
ATTACHMENT A - SOFTWARE SUPPLEMENT
1. DEFINITIONS.
1.1. "Product" shall mean the Software and any accompanying user documentation that are
delivered with the Software.
2. PROPRIETARY NOTICES. Customer shall not remove or obliterate any copyright, trademark
or proprietary rights notice of HP or Autonomy or its licensors from the Product and will
reproduce all such notices on all authorized copies of the Product.
3. SHIPMENT OF SOFTWARE. The Software shall be deemed accepted upon shipment.
Upon shipment. Customer may receive a temporary access code that will allow for
Customer's temporary use of and access to the Software. Unless othenwise specified, such
temporary access codes may expire ninety (90) days from the date of shipment of the
applicable Software. Upon receipt by HP or Autonomy of all applicable fees in accordance
with the Order, Customer will receive an access code that will allow for Customer's use of
and access to the Software (i) with respect to Software licensed for a perpetual term, on a
permanent basis, subject to the terms of this Agreement; or (ii) with respect to Software
licensed for a fixed term, for the remainder of the initial term or then-current renewal term.
4. SUPPORT SERVICES. Customer must purchase and receive maintenance and support
services (collectively, "Support Services") for the Software for the first twelve (12)
consecutive months beginning at the date of the shipment of the Software ("Support
Services Start Date") in accordance with HP and Autonomy's standard terms of support as
set forth below. After such non-cancelable, non-refundable initial Support Services term.
Customer may elect in writing not to purchase and receive Support Services Provided
Customer is current in its payment of all Support Services fees, the renewal rate for Support
Services fees will be the previous year's rate plus an increase not to exceed five percent
(5%). Such rate increase shall not happen more than once per calendar year, and the
renewal rate for each following year shall continue to be at the renewal rate calculation until
the earlier of: (a) ten (10) years from the Effective Date, after which the parties will agree
reasonable renewal rate increases; (b) earlier termination of Support Services; or (C) HP or
Autonomy no longer offers Support Services for the Software. Should Customer allow
Support Services to lapse, reinstatement will be subject to the payment of applicable
Support Services fees for the lapsed period plus a reasonable reinstatement fee. HP and
Autonomy shall only be obligated to provide support for Software that is generally available.
HP and Autonomy will provide Support Services in accordance with the terms set forth
under Appendix B:
4.1. Remote Support. HP and Autonomy may require remote access to Customer's system
to enable remote troubleshooting and corrective action work. If so. Customer will make
available to Autonomy, at the location designated in the applicable Order, the Software
for execution on equipment and the platform in accordance with HP and Autonomy's
environment specifications. Customer will provide remote access to the Software in
accordance with the City of Carlsbad remote access policy and requirements attached
hereunder as Appendix 2 for as long as HP or Autonomy provides Support Services for
Customer's system and an active Customer contact. Customer is responsible for
providing HP or Autonomy with remote access dial-up telephone numbers and
passwords or Virtual Private Networking (VPN) connectivity. HP and Autonomy will
provide remote support upon approval from Customer on an HP or Autonomy request
or through verbal confirmation. Customer acknowledges that HP or Autonomy may at
times access Customer's system in order to review recent corrective actions and their
impact on Customer's system performance. If remote access is not granted and HP or
Autonomy provides on-site Support Services at the City's request. Customer will be
invoiced in accordance with HP or Autonomy's then-current time and materials rates;
additionally, if, in HP or Autonomy's reasonable opinion, the problem requires HP or
Autonomy to provide on-site Support Services, Customer will reimburse HP or
Autonomy for travel and other expenses actually incurred in connection with
performance of such Support Services.
Exhibit B
Statement of Work
for
Enterprise Content Management
This Statement of Work ("SOW") for Professional Services ("Services") is governed by the terms
and conditions of the AUTONOMY Software License and Services Agreement.
1 EXECUTIVE SUMMARY
1.1 INTRODUCTION
This document contains the approach for the definition, configuration, and deployment of the
software and services for the enterprise content management system including workflow, data
migration, records management, contract management and agenda management for the City of
Carlsbad, CA. The City will partner with Autonomy, Inc. (AUTONOMY) on the implementation of
the AUTONOMY products.
1.2 SCOPE OVERVIEW
The scope and goals of this project will be described below. The project will also include a
migration from IBM FileNet Content Services version 5.5 and TAB system to AUTONOMY
software and related interfaces. The City will achieve this goal through a series of defined
Deliverables, and milestone achievements.
1.2.1 RESOURCES
AUTONOMY will provide bios for all AUTONOMY staff working on site. AUTONOMY will reply
to City requests for on-site staff changes upon written request to AUTONOMY providing an
explanation of the reason for replacing a staff member. AUTONOMY may replace staff at its
discretion during the project, but will notify City if replacements are planned. Staffing will be
reviewed and approved by the City, and will be not be unreasonably withheld. Staffing is
allocated during the Planning & Initiation phase. Only key project sponsors (implementation
director / executives, etc.) are capable of being determined and included within the
SOW/Contract.
AUTONOMY'S Project Manager will be assigned to the project and will work a combination of
on-site and remotely in the management of the project. AUTONOMY'S staff is available
between 9 am and 5 pm in the Pacific Time Zone during regular business days. AUTONOMY'S
staff will follow AUTONOMY'S holiday and vacation schedule (attached as Exhibit I). As part of
the shared service expectation, additional AUTONOMY staff will be made available for
questions from City staff assisting AUTONOMY with the system configuration. Availability of
AUTONOMY staff outside regular business hours will be mutually agreed upon by the City and
AUTONOMY , understanding that meeting project deadlines will require City staff to be working
in addition to their regular day-to-day duties.
Shared Service Expectation - This model assumes the agency will dedicate resources to
complement AUTONOMY consultants throughout the duration of the project. This would be
accomplished by the City committing the following resources, at a minimum:
• Equivalent of 2 PTE's (PM, Technical Resource, Subject Matter Expert Resource) that
will assist with assess & define, software configuration and will serve as end user
training resources
• Subject Matter Experts for each department / major processes are also required
(primarily during assess & define and UAT stages).
1.2.2 REQUIREMENTS
The AUTONOMY products were selected based on a number of criteria including the responses
by AUTONOMY in their proposal to the City's Request for Proposals for an ECM.
AUTONOMY'S responses to the requirements (in Exhibit E) are the driving elements of the
project scope. As such, technical requirements based on the scoring provided by AUTONOMY,
will serve oniy as an input to the requirements and design sessions in Phase 1 of the Project.
Any discrepancies in requirements will be identified in a Gap Analyses document.
Response Definition Implementation Expectation
0 Functionality not provided: Not included in
the proposal.
Not in Scope
1 Partial functionality provided out of the
box: The vendor provides the functionality
in a limited way from its own code base.
No additional product, customization or
work-around can provide the full
functionality.
Not in Scope
2 Full functionality provided through
complex customization. The vendor can
provide the functionality, but an additional
product, customization or work-around is
required.
Can be provided at an additional
cost which is either outlined in
AUTONOMY's response as
attached or agreed upon through
the Change Order Process
3 Full functionality provided through Simple
customization (Less than 2 hours): The
vendor can provide the functionality, but
an additional product, customization or
work-around is required.
In Scope, included in Exhibit B
below
4 Full functionality provided out of the box:
The vendor provides the functionality
from its own code base. No additional
product, customization or work-around is
required.
In Scope, included in Exhibit B
below
AUTONOMY agrees that functionality shall be delivered in accordance with the published
product documentation. Should an issue arise during configuration and/or testing, AUTONOMY
will work to resolve issues and train appropriate City staff (technical and configuration teams) on
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how to resolve such issues so as to avoid and address issues for any configuration executed by
the City as part of the shared implementation plan.
1.2.3 OUT OF SCOPE
a) Any custom software enhancements such as; undocumented enhancements to source
code.
b) Extensions to the scope not documented in this Statement of Work. Fees related to any
extensions to the scope must be approved through the amendment process documented
in Section 4: Change Requests and Changes to This Statement of Work.
c) System Acceptance Configuration. System Acceptance requirements are met through
the process documented in Exhibit F Acceptance Process at the completion each
Deliverable. Any changes requested of the AUTONOMY implementation team to alter
the configuration of the base code. System Acceptance, must be documented through a
change order and may incur additional costs. The City has access to all built-in
configuration tools and is free to reconfigure or create new configuration as required or
desired.
d) Subject to the terms and conditions of the Agreement, no software licenses are granted
under this SOW. All HP/Autonomy software must be sized, licensed, and purchased
separately.
e) Autonomy may need to make minor changes during this SOW engagement to resolve
issues that were not apparent at the time this SOW was entered. In the event of such,
the HP Autonomy Consulting Director will discuss such potential changes with
Customer's technical leads to determine possible scope impact.
f) Any additions, modifications or changes to the activities expressly stated herein are
outside the scope of this SOW and may affect the schedule and fees set forth in this
SOW. If such additions, modifications or changes are required, a "change order" can
be issued and signed by both parties as an amendment (attachment) to this SOW.
1.3 PROJECT GOALS
a) Establish an enterprise content management system platform including:
a. Content workflow and approvals
b. Electronic signature
c. Records Management
d. Contract Management
e. Agenda Management
f. Citizen Access
g. Optical Scanning
b) Provide increased accountability and transparency;
c) Improve customer service and communication;
d) Reduce processing times for routing, approvals and signatures;
e) Provide cross-departmental content and approval tracking;
f) Provide effective, easy-to-use management tools.
g) Improve current business processes and software for:
a. Records Management
b. Contract Management
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c. Agenda Management
d. Online citizen access to records
e. OCR Scanning
h) Provide user friendly reporting tools;
i) Allows for better security via single sign on and segregated roles and responsibilities;
j) Train users on the benefits and usage of the new applications;
k) Manage and support a complete adoption and migration for long-term usage of the
products by all registered users
1.4 ASSUMPTIONS
It is assumed that:
a) City will make technical resources available to assist with the initial installation and initial
data migration.
b) Staff with the appropriate skills and experience with the AUTONOMY products will be
furnished by AUTONOMY for each Consulting Session or other review activities,
whether onsite or conducted remotely. Each staff member will have experience with at
least five (5) AUTONOMY product implementations.
c) AUTONOMY will provide a project manager that is experienced and certified for the
AUTONOMY product.
d) The City will provide an adequate workspace for each onsite AUTONOMY consultant,
with internet access and close proximity to the City project team. Adequate breakout and
conference space will also be provided.
e) Adequate training space will be provided by the City for training throughout the project.
f) All software failures, or data issues found during implementation—whether by
AUTONOMY or the City will be tracked to resolution. AUTONOMY is not responsible for
data issues and resolution of data issues may increase the cost of the project.
g) All software failures or implementation issues will be responded to within mutually
agreed upon timeframes set out in this Agreement.
h) The City and AUTONOMY will make the project team members available for meetings,
consulting and training sessions, discussions and conference calls as scheduled. City
project team members will respond to information requests by AUTONOMY staff not to
exceed ten (10) Business Days unless agreed upon in time to minimize delays in the
project.
i) Whenever possible. City and AUTONOMY may consider alternative meeting options
such as WebEx, Video Conferencing, Remote Desktop and Conference Calls. Making
use ofthis technology will help in reducing travel and expense costs.
j) AUTONOMY resources will be on site for one (1) week prior to "Go Live" and one (1)
week post "Go Live" with three (3) weeks remote support for the project team.
k) and The City and AUTONOMY shall review their responsibilities before work begins
to ensure that Services can be satisfactorily completed.
I) AUTONOMY shall initially implement the cun-ent generally available version of the
AUTONOMY software at the time of the contract signing.
m) The City will provide AUTONOMY with network access for remote installation testing
through industry standards such as Virtual Private Network (VPN) or other secure
access methods after each AUTONOMY employee who needs access has signed
the appropriate VPN agreements attached as Appendix 2.
n) AUTONOMY is responsible to provide the City hardware specifications,
software and network configurations in accordance with AUTONOMY
specifications within an agreed period of time after project kick-off. Project
kick-off meeting will be scheduled after contract execution.
o) The City will provide/purchase/acquire the appropriate hardware, software and
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infrastructure assets to support all purchased AUTONOMY software products
in development, testing and production environments, based on the
specifications provided in AUTONOMY documentation,
p) Data migration will be conducted in accordance with Section 5.6: Data
Conversion.
2 Implementation
2.1 IMPLEMENTATION APPROACH -
This section presents an overview of the implementation methodology and approach which will
be followed by the City and AUTONOMY, which is also a basis for the project plan structure.
2.1.1 Methodology
Plan - All of the work to establish the basic infrastructure and confirm general scope is
accomplished in the plan stage. This includes establishing the project plan and project team;
confirming resources and site facilities; ordering and constructing the technical system
(hardware, software, etc.); confirming the expected use of software functionality; identifying all
of the development programming work to be done and performing initial consulting.
Initiate - Process mapping is one of the most critical aspects of the implementation lifecycle
and includes a comprehensive review and analysis of the existing business processes along
with the subsequent definition of how those processes might be changed in light of the new
technology (i.e. understanding the "As Is" and defining the "To Be"). As such, designated and
empowered City personnel will be involved and engaged during this stage of the implementation
in order to provide AUTONOMY team members with requisite detail for the "As Is" and support /
feedback for the "To Be."
During this stage, key requirement decisions will be processed, confirmed, and reviewed. The
core project team will be trained on the system. The development and test application will be put
in use at the City and tested for basic operational capacity. The functional business
requirements will be understood, with decisions made as to how the software will be configured.
AUTONOMY staff will work with City Subject Matter Experts (SMEs) to re-engineer business
processes in orderto: 1) leverage best practices based on AUTONOMY'S experience with other
customers; 2) maximize knowledge sharing and collaboration across departments; 3) facilitate
adoption by internal users and the public; and 4) establish meaningful and reportable metrics to
track the efficacy of the business changes and system adoption. "To Be" workflows will be
created. Some core items will be configured. Detailed specifications for each development item
included in the development scope will be produced. Planning will begin for developing a user
training program. The project management team will continue to maintain tools established in
the Plan stage to keep the project on track. A design review will be held by the City team and
the project steering committee to confirm the "To Be" design.
Execute - The team will be implementing the process and system changes previously defined
during the initiate stage. The configuration of modules to perform functionality as identified in the
requirements will be led by AUTONOMY with the support of City staff. The technical team will
be reinforcing procedures to refresh and migrate data, create the production environment,
manage database versions, etc. Project management and City leadership will manage
organizational preparedness as modules begin testing and physical organizational changes
need to be made to prepare for system "Go-Live". A cutover plan from testing to production will
be developed, and the detailed configuration items will be finalized. A quality gate review will
be held by the City team and the project steering committee to confirm the quality of the work
prior to training and go live.
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Confinn - Final preparation is being made by all teams for go-live in the confirm stage.
Integration and testing is following up the testing that was performed in the execute stage -
integration testing will test functionality between modules as determined by the flow of the
organization's business processes. The project team will create the support plan to provide
excellent service from the City help desk for go-live and beyond. Prior to go-live, a readiness
gate review will be held by the City team and the project steering committee to confirm the City
is ready for go live.
Support - The activities that occur after go-live, to ensure the system runs effectively, take
place during the support stage. AUTONOMY consultants will continue to support the City
through specific first time uses of the software, such as the first completed workflow, first
completed contract, first completed council meeting. The technical team will monitor the
performance of the system in its first month of producfion, paying particular attention to
database performance. The development team will be available for any assistance as the forms,
reports and workflows are used in production. Project management will focus on the issues log
to tackle any unexpected production issues that arise - although these should be minimized by
thorough testing and the quality gate review. A close out gate review will be held to confirm the
business is back to normal and the system is stable.
Initial support during the project will come directly from the AUTONOMY project team, however,
as the project progresses and end users have problems they should be directed to the City
Project Subject Matter Experts (SMEs) and/or the City's help desk. This will ensure the transfer
of knowledge from AUTONOMY to the city project team is happening. After the training program
is complete and the system is functional. City Project SMEs can assist or review all open
support cases. At go-live it is expected that AUTONOMY will have resources available in
accordance with the schedule outlined in this document to assist with any issues post go-live.
The goal of the AUTONOMY project team is to provide expeditious technical assistance to
AUTONOMY software users in overcoming issues, understanding certain functionality, and
recommending approaches to various scenarios. AUTONOMY will strive to answer City
quesfions quickly and accurately in accordance to service level agreements. AUTONOMY offers
multiple ways to contact the project team members. While the project is active AUTONOMY
team will request assistance from AUTONOMY support as needed, but will be the primary
contact for the City if any issue(s) are encountered.
2.1.2 Tracks
The following tracks represent work tracks that run throughout the project methodology with
specific Deliverables at each stage:
Project Management - Using a proven implementation methodology along with years of
experience, AUTONOMY will follow the standard project management body of knowledge
(PMBOK) methodology and will adhere to the City's project gate reviews. Throughout the
project, the project manager for AUTONOMY and the City will keep the project organized, on
schedule and on budget. A series of project management tools will assist the project manager in
leading the project effort, including high level and detailed project plans, an issues log, a project
team organizafion chart and a comprehensive project communication plan that addresses the
communication needs for every internal and external stakeholder. These are all housed in the
City's portfolio tool, Dapfiv. AUTONOMY will be provided access to this applicafion and content
on the City's SharePoint project site. Deliverables outlined in this Statement of Work will be
developed and approved based on templates provided by either AUTONOMY or the City.
During the PLAN phase, AUTONOMY and the City will mutually agree on the template and
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format of Deliverables throughout the project lifecycle. The City project manager will work with
the City to create a change management plan to assess the City's readiness for change and
provide sufficient preparation. Finally, at key milestones, a stage's Deliverables will be compiled
together for a complete project summary document.
AUTONOMY performs ongoing project management services throughout the implementafion in
order to plan and monitor execufion of the project. Project Management includes the following
tasks:
• Project plan management using Microsoft Project (made available to customer project
management team)
• Project document management using Microsoft SharePoint
• Issue log management and escalation
• Status reporting
• AUTONOMY will provide the City with weekly status reports that outline the tasks
completed including resources used by AUTONOMY staff to complete those tasks.
AUTONOMY will also provide details regarding the upcoming tasks that need to be
completed during the coming weeks, the resources needed (from the City) to complete
the tasks, a current or updated version of the project plan, and a listing of any issues that
may be placing the project at risk (e.g., issues that may delay the project or jeopardize
one or more of the producfion dates) as needed.
• Change order management
• Project workspace management
• Resource management
• Executive project oversight via Executive Director and Project Review Committee
Technical - The first activities to be performed for the implementation will be the specification,
ordering, staging, and installation of the system - the hardware, software and third-party
products that will make the AUTONOMY product function smoothly and reliably. The technical
track team will guide the City through a series of clearty explained activities and Deliverables to
ensure that the system is ordered to correct specificafions. The City staff will order and install
the hardware. The software will be installed by AUTONOMY technical resources. Throughout
the implementation, AUTONOMY will provide technical consulting and knowledge transfer to the
systems' administrator(s) in areas such as database maintenance; data refresh and restore
procedures, data migration and printer setup. The technical track team is also responsible to
work with AUTONOMY and the City's 3''' party applications to create effective integrations.
Functional - The functional track consists of the following elements that may exist on the
implementation project: configurations, workflows, data conversions, forms, and reports. The
first activities and Deliverables revolve around a thorough scoping effort in the initiate phase in
each of these areas. The data migration conversion scope Deliverable will describe the source
data, volumes, conversion method, etc., so that a complete scope of every conversion
requirement will be established and updated throughout the project. This approach will be
consistent across the functional areas. After scoping is complete, "To Be" specificafion
documents will be completed for each item across the areas as needed. Finally, the system will
be configured, tested and implemented to ensure that all data flows in a manner that most
effectively supports the business requirements.
Trainmg - Perhaps no area is more important to successful change management than end-
user training that will provide a rapid but deep understanding of how the system and new
business processes will support the performance of jobs on a day-to-day basis. AUTONOMY
Educafion will provide the City with the end-user training (see Exhibit D). Additionally,
Knowledge Transfer will need to be provided to the core team for eariy understanding of the out-
of-the-box system to assist with system configuration.
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The Software listed under Exhibit A and A-1 are planned for implementation as outlined in
Exhibit B.
2.2. DEFINITIONS
Deliverable - means the tangible work product resulting from Autonomy's performance of
Services, as defined in this and subsequent exhibits.
Change Request - Means proposing a request for a change to this SOW.
Onsite - The activity shall be conducted at City facilities in Carisbad, CA.
Third Party Software - Any software used to complete the project that Autonomy provides,
where ownership rights are held with someone other than the Autonomy.
2.2 PROJECT STAFF DESCRIPTIONS
The following table provides an overview of committees and positions. Final responsibilities of
team members are identified during the implementation-planning phase ofthe implementation.
Role/Position CITY AUTONOMY
Executive Steering Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manager, Public Works
Manager
Provide staff and facilities to the
implementation effort as
described herein.
Provide support to City Project
Management Team in reporting
project progress to Committee
Executive Steering Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manager, Public Works
Manager
Make final decisions on policy
changes as necessary
Executive Steering Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manager, Public Works
Manager Communicate to governing body
as necessary
Executive Steering Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manager, Public Works
Manager
Final City escalafion point for
project issues
Executive Steering Committee
Composed of Project
Sponsor, IT Director & CED
Director, Assistant City
Manager, Public Works
Manager
Meet monthly or more frequently
as needed to review progress
Project Sponsor Approve material changes in the
project plan
Project Sponsor
Advise Project Managers on
resolution of project issues
Project Sponsor
Immediately resolve any delay in
decision-making that could
impact the project timeline.
Project Sponsor
Report project progress to
Executive Steering Committee
Project Management
(AUTONOMY Project
Manager, City Project
Management Team)
Fulfill Go Live dates Fulfill Go Live dates Project Management
(AUTONOMY Project
Manager, City Project
Management Team)
Monitor and report overall
implementafion progress
Support City Project
Management Team in
monitoring and reporting
overall implementafion
16
Role/Position CITY AUTONOMY
progress
Monitor and report progress on
City's responsibilities
Monitor and report progress on
AUTONOMY's responsibilities
Immediately notify AUTONOMY
Project Manager and Project
Sponsor of any issue that could
delay the project
Immediately notify City Project
Management Team and Project
Sponsor of any issue that could
delay the project
Supervise City Project Team;
fulfill all City project Deliverables.
Provide availability to the
infrastructure and facilities as
per the project schedule.
Provide City Staff according to
the project plan.
Provide AUTONOMY Staff
according to the project plan
Facilitate coordination between
various external contractors and
various City Departments
Facilitate coordination between
all AUTONOMY Departments
Document or supervise
documentation of ail important
project and software
configurafion decisions
AUTONOMY will provide the
templates and help with the
process for completing them.
Coordinate, direct, and define
pre-Go Live testing by City Staff
Coordinate pre-Go Live testing
by AUTONOMY Staff
Serve as the point person for
all project issues.
Provide issue resolution status,
tracking, and procedures
Project Team Leads
(Application)
Team Leads from the City
include individuals from
community and economic
development, finance, records
management, public works,
parks and recreation, public
safety, and city clerk's office.
Check that Software operates
after configuration as per its
Documentation
Project Team Leads
(Application)
Coordinate with the Project
Manager in communications and
issue resolution
Lead software configuration
Project Team Leads
(Application)
Make recommendations to the
Project Manager concerning any
policy or implementation issues
Assist with the resolution of
issues
Project Team Leads
(Application)
Participate in pre-Go Live testing Provide Knowledge Transfer to
the City core group during the
configuration of software
Project Team Leads
(Application)
Assist AUTONOMY with
software configuration
Project Team Leads
(Application)
Provide support to the user
community in the post
production timeframe
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Roie/Position CITY AUTONOMY
Project Team Leads
(Technical)
Refine specifications for reports
to be delivered by AUTONOMY
per this Statement of Work
Provide Knowledge Transfer on
how to process conversions
utilizing standard conversion
utilifies according to City
specification and this
Statement of Work
Assist with converted data,
Software Configurations, and
Reports for compliance with
specifications
Create and deliver Reports
according to this Statement of
Work
Set up security profiles. Provide
training on security.
Provide training on workflow
and assist with set up
Provide Specifications for
workflows if needed.
Verify security profiles.
Provide hardware and security
access as needed.
Functional Experts (SMEs) Support Project Team Leads
and Project Manager in all their
duties
Functional Experts (SMEs)
Assist with the assessment of
business processes and
identifying ways the new system
can be utilized.
Functional Experts (SMEs)
Assist in the resolution of issues
impacting their areas of
expertise
Functional Experts (SMEs)
Assist in the configurafion of the
new system
Functional Experts (SMEs)
Assist in the testing and sign off
of the new system
Functional Experts (SMEs)
Assist in the organization
adoption and training of the new
system
(Remainder of Page Intentionally Left Blank)
18
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4 Change Requests and Changes to this Statement of Work
Either party may request, in writing, changes to this SOW that will change the project scope. Such a request is
honored by the parties only if it becomes a formal written Change Order.
The change control procedure is as follows:
a) Either AUTONOMY or the City management may propose a change by written submittal of a Change
Request to the other party.
b) The other party has fifteen (15) business days (or as mutually agreed upon) to determine whether it
agrees to the Change Request.
c) If both parties agree to the Change Request, the change will become an agreement documented and
signed by both parties.
d) If agreement to pursue an agreement does not occur in fifteen (15) business days of the initiation of the
Change Request (or as mutually agreed upon), it is assumed that the Change Request has been
rejected.
e) There shall be no oral agreements.
f) All change requests must be approved by the City amendment process.
5 Scope Clarification & Miscellaneous Items
5.1 INSTALLATION SERVICES
The following steps will be performed by AUTONOMY staff.
a) Installation & Initial Data Migration of Development and Test environment
a. Install AUTONOMY system software on City provided environments
b. Migrate Data from production to new SQL Database
b) Installation & Initial Data Migration of production environment
c) System Administration training
d) End User training
e) Provide guidance to create copy of production environment to disaster recovery instance
5.2 REQUIREMENTS
a) OOB statements as provided in the Exhibit E requirements list
5.3 REPORTING
a) Standard reports will be provided
b) Up to 10 custom reports will be created as identified in planning
5.4 WORKFLOW
a) Workflow model training, testing and assistance will be provided as needed
b) As built workflows will be created post configuration
5.5 INTERFACES
a) Interface to a 3"" party electronic signature system
b) Interface to the new permitting system
c) Interface to the new agenda management system
d) Interface to IFAS the accounting system for purchase orders
e) Interface to the customer relationship management system
f) Interface to the City Website
g) Interface to the GIS/ESRI system
h) Interface to Granicus
36
5.6 DATA CONVERSION
One of the more difficult aspects of software transition revolves around data conversion. Optionally, data can be
entered into a new system manually but the time, expense and accuracy of this method falls short of most
project requirements. Automating the process through the use of a data import tool is faster, less expensive and
more accurate.
The following criteria are applied to Data Conversion:
Basic Configuration
The City must provide data to AUTONOMY, the basic data fields and data structure which will be imported.
Data analysis
A review of the current data set and what needs to be migrated will be agreed upon, prior to data mapping
exercises.
Data Mapping & Cieansing
Data will be mapped to the correct fields in the AUTONOMY data model. Any data not in alignment may need to
be cleansed or manipulated to map correctly. The City and AUTONOMY will work together to identify the gaps
and needed updates. The City will make the necessary cleaning updates to the data for import.
Dafa Conversion Testing
Care will be taken to ensure all identified data is migrated properly via data reconciliation reports and data
exception reports.
Migration Sign Off
The migration will be accepted by the City utilizing the acceptance process in section 5.8.
5.7 ESCALATION PROCEDURES
The City and AUTONOMY should anticipate challenging issues to arise throughout the implementation process
due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion,
the City and AUTONOMY will utilize the following Escalation Procedure:
All communication regarding the project should be directed to AUTONOMY'S Project Manager and the City's
Project Manager in order to maintain consistent communication between the parties. Scheduled weekly
meetings will be maintained between the AUTONOMY project team and the City's project team.
All issues or concerns will be discussed actively and openly between AUTONOMY'S Project Manager and the
City's Project Manager.
If issues begin to interfere with the progression of the implementation project, the City and/or AUTONOMY
should escalate challenges to AUTONOMY management in the sequence below, as needed:
Irena Yoffe - Consulting Manager, Information
Governance Services
917-627-8087 irena.voffe0JAutonomv.com
Steve Greenfeld - Practice Lead, Information
Governance Services
914-837-6841 steven.qreenfeldOAutonomv.com
Al Marsella - Head of Information Governance
Services
508-212-1785 al.marsella@Autonomv.com
Escalation to City management team should be as follows:
Tina Steffan - Chief Technology Officer 760-602-2450 Tina.steffan@>.carlsbadca.qov
Colette Wengenroth - Project Sponsor 760-602-2468 Colette.Wenqenroth@carlsbadca.aov
37
EXHIBIT 0
COST & PAYMENT
Fees and Pavment Summarv
Description Amount
Software License Cost for HP RM (PO #1) $110,770.00
Software License Cost for HP Teleform (PO #2) $86,160.00
HP Professional Service Fees for HP RM Software Implementation, Project
Management and related services. Please include all third party services. (PO
#1)
$474,612.00
AUTONOMY Professional Services - TeleForm Software lmplementation(PO
#2)
$109,920.00
Training - Option 1 for Phase III See Exhibit D (PO #2) $44,370.00
Total Software Implementation Cost $825,832.00
Project Cost Form - Annual Hardware and Software Maintenance Fees
Description Amount
HP RM annual operations and maintenance cost. Includes 24 X 7 support.
HP Enterprise Standard support (PO #1)
$35,479.88
HP TeleForm annual operations and maintenance cost. Includes 24 X 7
support. HP Enterprise Standard support (PO #2)
$18,524.40
Project Expenses (in adherence to the City travel policy: Appendix 5) (PO #1) $66,000.00
38
Project Phases and Tasics
Project Phase Comments
Phase 1
HP RM, TeleForm and Data Migration from
FileNet and TAB
0 Validate Requirements Review City's AS-IS process and documentation; City provided
requirements in the RFP; AUTONOMY will review, finalize and
identify gaps
0 Design Meeting, Configuration, Documentation, Revised Design
0 Configuration Meeting, Configuration, Documentation, Revised Design
0 Install only - 4 environments, DEV, STG,
Prod
AUTONOMY Owns Install and configuration for DEV,
AUTONOMY and City Install TEST, City owns STG and Prod
with AUTONOMY support;
0 Migration from TAB Export Format, Data Mapping to AUTONOMY RM, Import
Tool, Testing
0 Migration from FileNet Export Format, Data Mapping to AUTONOMY RM, Import
Tool, Testing
Integrations
0 Public Access Install Web Drawer, Setup Network Access
0 Scanning Replace Kofax Scanning with TeleForm;
0 Purchase Orders Bulk Load API or SDK to process PO data from City's Finance
System
0 Agenda Bills and Minutes Integration with current system (Granicus or new system as
purchased TBD).
0 Agenda Bills workflows Build Workflows
0 GIS integration Integration/Workflow
0 DocuSign eSignature Integration
Knowledge transfer - Services - HPRM,
Workflow
Two weeks on-site support
HPRM training classes Education - option 1, Phase 1
Phase 11 - 3 to 6 months (ROM)
Implement Contract Management
0 HPRM Workflow
0 Public Access, if posted to the web site
Workflows
Implement RFP Management
0 HPRM Workflow
0 Public Access, if posted to the web site
Workflows
Knowledge transfer - Services (phase II)
Phase III - 3 to 6 months (ROM)
Implement Contract Management - continued City owns build the workflow, AUTONOMY will provide support
Agenda Management - Elections City owns build the workflow, AUTONOMY will provide support
Records Management Automation City owns build the workflow, AUTONOMY will provide support
Integration with Permit Product Integration
Transition to Support, Project Closure Project Closure
Project Milestones
39
## Milestone Description Deliverables Cost
Phase 1
1 Project Planning;
Requirements, Design
document
Project Plan (including Technical Planning summary);
Communication Plan; Requirements document O'oint
effort); Design document (including Hardware
Specification, Workstation Requirements and
Architecture/Context diagrams)
$25,019.00
2 Configuration document;
System Install /
Configuration in
Dev/Test
HPRM installed and configured in Dev/Test;
Configuration doc (including security setup, but no
integration specs); Configuration Test Plan template;
Identify a preliminary list of custom reports and
specification for up to 10 custom reports
$19,758.00
3 TAB Data Migration in
Dev/Test
TAB Data Mapping document; Data Migration Test
Plan template; TAB Data Migration in Dev/Test
complete
$20,472.00
4 FileNet Data Migration
in Dev/Test
FileNet Data Mapping document; FileNet Data
Migration in Dev/Test complete
$61,643.00
5 Public Access
Integration in Dev/Test
Final Integration Requirements and Development
estimate; Public Access Integration in Dev/Test
complete
$10,179.00
6 Integration with PO in
Dev/Test
Final Integration Requirements and Development
estimate; Integration with PO in Dev/Test complete
$10,464.00
7 Integration Agenda Bills
and Minutes in Dev/Test
Final Integration Requirements and Development
estimate; Integration Agenda Bills and Minutes in
Dev/Test complete
$28,539.00
8 Integration with GIS in
Dev/Test
Final Integration Requirements and Development
estimate; Integration with GIS in Dev/Test complete
$19,102.00
9 HPRM + TAB in Stg HPRM installed and configured, TAB migration
complete in Stg; Develop Custom reports (Change
Management)
$18,874.00
10 FileNet Data Migration
in Stg
FileNet Data Migration in Stg complete $42,409.00
11 Integration for Public
Access, PO and Agenda
Bill, and GIS in Stg
Integration for Public Access, PO and Agenda Bill, and
GIS in Stg complete
$21,442.00
12 HPRM Production
environment complete,
Updated documentation
delivered
HPRM installed and configured in Production. Updated
Design and Configuration documents delivered
$25,172.00
13 FileNet and TAB data
migration in Prod
FileNet and TAB data migration in Prod complete $18,646.00
14 Integration for Public
Access, PO and Agenda
Bill, and GIS in Prod
Integration for Public Access, PO and Agenda Bill, and
GIS in Prod complete
$20,510.00
15 Two weeks on-site
support
Two weeks on-site support $18,646.00
40
Phase 2
16
Contract Management
and RFP Management
workflows
Contract Management and RFP Management workflow
for Phase II complete $37,291.00
TeleFor
m
21 Teleform in Dev/Test
(up to 25 custom forms)
Teleform infrastructure & remote capture design
document; TeleForm installed and configured in
Dev/Test
$69,000.00
22 Teleform installed and
configured in Stg
Teleform installed and configured in Stg $30,720.00
23 Teleform installed and
configured in Prod
Teleform installed and configured in Prod $10,200.00
Educatio
n
24 Education - Business
User on-site
Training Plan; On-site training complete; Custom
training materials provided
$44,370.00
Phase 3
17
Contract Mgmt., Agenda
Mgmt. and Records
Mgmt. workflows
Contract Mgmt., Agenda Mgmt. and Records Mgmt.
workflows complete $27,968.00
18 Integration with Permit
system
Integration Requirements; Permit system Integration
installed and tested in 3 environments $27,968.00
19 Knowledge Transfer (for
the project) Knowledge Transfer (for the project) delivered $14,916.00
20 Transition to Support,
Project Closure Transition to Support, Project Closure complete $5,594.00
TOTAL $ 628,902.00
Customer shall pay all invoices within thirty (30) days from date of invoice. All fees are quoted in US Dollars. All
applicable taxes shall be the responsibility of the Customer. Any Professional Services outside the scope of this
SOW, if required, will be subject to the Change Order described in Exhibit H and will be charged at Autonomy's
then-current Professional Services rates.
Travel and living expenses are not included in the rates above and will be invoiced as incurred. Customer will
be invoiced for actual expenses incurred which will be fair and responsible, and aligned with standard business
practices.
Customer Invoice Information
Contact Name Terie Rowley
Company City of Cartsbad
Address 1635 Faraday
City/State/Zip Carlsbad, CA 92008
Phone 760-707-6510
Email Address infotech@carslbadca.gov
41
Invoices will be sent via email. Customer must ensure that the Email Address above is current.
For your order to be accepted, please select your payment commitment method by choosing one of the options
below:
[X] I am providing a fully funded purchase order to cover the fees in this SOW. Both parties agree, that if there
is a conflict between the standard purchase order terms and the SOW, the SOW shall take precedence.
42
EXHIBIT D
Education / Training
1. Autonomy Education Services
Autonomy Education is an Autonomy Software training organization that strives at all times to deliver the best
possible learning experience. With a global team of experienced trainers and subject matter experts, our
business offers you well designed training courses across the entire range of Information Management
solutions. Our goal is to educate, support and put you in control of your investment to ensure real worid
success.
2. Training Delivery Options
At Autonomy Education we want to make sure your training is delivered in the environment that is best suited to
your organization's needs.
3. Our Instructors
The learning experience we deliver is the most important aspect of our service. For this reason AUTONOMY
provides the highest quality of trainers in the industry.
Our instructors conduct themselves with absolute professionalism, deliver training with enthusiasm and are
respectful to students and their needs at all times. At the end of each training course, feedback is highly valued
from our students and we use this to continuously optimize and develop our training courses. It is through this
process and our structured learning philosophy that our classes are greatly valued and appreciated by
participants.
4. Training proposal
Recommended Training Services:
Based upon the information provided to Autonomy Education we recommend the following training services:
5. Fees and Payment - Milestone 24 on pg. 44
Please find below the training proposal:
Option 1 for Phase III selected
END USER TRAINING-
CLASSROOM
DISCOVERY 1 $ 1,530.00 $ 1,530.00
CURRICULUM DEVELOPMENT 4 $ 1,530.00 $ 6 120 00
CUSTOM END USER (2 class/day; 24 up to
training day) CUSTOM 24 24/day $ 1,530.00 $ 36,720.00
PHASE TOTAL $ 44,370.00
43
Please Note:
For onsite training, the host must provide adequate classroom facilities for the visiting trainer in order to conduct
the training workshop. Autonomy training coordinators will work closely with the customer to ensure training
facilities are prepared for the workshop.
Autonomy holds a policy of a maximum group size of 12 students per class, this to ensure quality and personal
attention per student.
Autonomy will provide students with either hardcopy training manuals and/or eBooks during the training course.
Dates for onsite training and planning of training will be done in close cooperation with the customer and
Autonomy Education training manager/ coordinator.
Purchase Orders can be emailed to autonomyeducation@Autonomy.com
Autonomy Education Delivery Policies
These policies govern the delivery of Learning Solutions by Autonomy, an AUTONOMY company.
1. DEFINITIONS
a. "Customer" means either (i) end-user Autonomy or AUTONOMY customer who purchases the Learning
Solutions from Autonomy or from an authorized Autonomy or AUTONOMY reseller, wholesaler, or
distributor, or (ii) an Autonomy or AUTONOMY authorized reseller, wholesaler, or distributor who purchases
Learning Solutions in order to provide such Learning Solutions to its end-user customer.
b. "Student" means the end-user customer's employee, temporary personnel, flex-force and others employed
or contracted by the end user customer who is authorized to consume the Learning Solution.
c. "Autonomy Education Curriculum" means the overall content, including the instructional materials, student
kit, and sequence of the
Learning Solution;
d. "AUTONOMY Service Brief or "Course Outlines" means an AUTONOMY standard specification document
describing the details and features ofthe Learning Solutions offering to be provided.
e. "Learning Solution" means Autonomy Education services, including Autonomy Education Curriculum, which
are sold and delivered to Autonomy or AUTONOMY Customers. Learning Solutions may be in various
formats including, but not limited to, scheduled seats in open enrollment courses (such as scheduled
instructor-led training at an Autonomy or AUTONOMY facility or remotely assisted instructional learning) or
dedicated training at an Autonomy or AUTONOMY, Customer or neutral site. All training falls into one of the
following categories: Instructor-led training (ILT), virtual instructor-led training (VILT).
f. "Policies" means this section of the Datasheet entitled "Autonomy Education Delivery Policies"
g. "Statement of Work" or "SOW" means a document signed by AUTONOMY and Customer that describes the
specific Learning Solutions to be provided by Autonomy. SOWs are generally applicable to dedicated
training specific to Customer's requirements.
2. LEARNING SOLUTION RESERVATION
a. Reservation. For public enrollment in ILT or VILT Learning Solutions, Autonomy Education will provide
Customer with a reservation notice as soon as possible after receipt of Customer order and Autonomy will
provide Customer with a confirmation notice after receipt of a valid method of payment AND signed SOW, if
applicable, subject to Section 4 ("Cancellation")
b. Acceptance. Acceptance of Learning Solution will occur upon Autonomy Education's delivery of such
Learning Solution as described in Exhibit F.
44
c. start Date. Unless othenwise specified or agreed in writing by Autonomy Education, delivery of all Learning
Solutions shall commence on the date specified by Autonomy Education in the order confirmation or SOW.
3. CANCELLATION OF LEARNING SOLUTION
a. Cancellation bv AUTONOMY. Autonomy Education will use reasonable efforts to give notice of cancellation
of any Learning Solution, but all Learning Solutions are subject to schedule changes. Autonomy Education
reserves the right to cancel a Learning Solution or exam for any reason, including failure to achieve a
minimum required attendance for the Learning Solution. If possible. Customers will be notified of the
cancellation at least five (5) Business Days prior to the Learning Solution start date. Customers enrolled in a
Learning Solution cancelled by AUTONOMY will receive a credit or a full refund if requested.
b. Cancellation bv Customer. To avoid a Cancellation Fee as defined herein. Customer shall notify Autonomy
Education in writing of cancellation at least ten (10) Business Days priorto the Learning Solution start date.
Cancellations or rescheduling with less than ten (10) Business Days notification, and no-shows, will incur
100% of the Learning Solution fee ("Cancellation Fee"). Customers who cancel with ten (10) or more
Business Days in advance of the scheduled training will receive either a credit or full refund. Online Learning
Solutions may not be cancelled once the Access Code has been delivered.
c. Business Davs. For purposes of these Policies, "Business Days" mean standard local business days,
excluding bank and local pubiic holidays.
4. PRICE AND PAYMENTS
a. Price Changes. Autonomy reserves the right to change the price of Learning Solutions at any time. Such
change will apply to any future purchases of Learning Solutions.
b. Tax. Prices do not include sales, use, service, value added or like taxes or customs duties. Such taxes and
duties, when applicable, will be added to Autonomy invoices. Further, if Learning Solution deliveries are
requested outside of the original invoicing country, it may be necessary for Autonomy to issue an invoice
from the delivery country location.
c. Pavment Terms. All payments will be made within 30 calendar days of the date of invoice, unless othenwise
specified on the invoice. These credit terms are subject to Autonomy credit approval. Autonomy may change
credit terms upon reasonable notice at any time when, in Autonomy's opinion. Customer's financial
condition, previous payment record, or the nature of Customer's relationship with AUTONOMY so warrants.
d. Learning Solution Purchase. All Learning Solutions are purchased using Purchase orders. Bank Transfer
or Credit Cards. In particular, invoicing for Learning Solutions ordered will be performed on receipt and
confirmation of Customer's order.
e. Travel & Expenses (T&E). For onsite training. Autonomy will submit copies of reasonable and customary
travel and living expense receipts to client as they occur on a monthly basis and in line with the City's Travel
Policy.
5. INTELLECTUAL PROPERTY
a. Intellectual Propertv Rights. No rights in copyright, patents, trademarks, trade secrets, or other intellectual
property are granted by either party to the other except as expressly provided under these Policies. All
copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the
purchase of services shall belong to the party that owned such rights immediately prior to the purchase date
("Pre-Existing Intellectual Property").
b. Autonomv Education Curriculum. All curriculum provided for use throughout the Learning Solution
duration are the copyrighted works of Autonomy or the original content provider. Unless otherwise set forth in
the SOW, the curriculum is provided for the sole use of the person accessing the Learning Solutions and
may not be used by any other person and may not be reproduced, recorded, repurposed, distributed or
modified without the written permission of Autonomy.
c. EUT Source Files. Customers who purchase the Premium Edition Online Learning Solution will receive one
copy of the EUT source files upon delivery of the Online Learning Solution. Autonomy authorizes Customer
to customize the content of the EUT source files solely for the purpose of internal training of Students.
45
Modification or customization ofthe EUT source files for any other purpose is strictly prohibited. The original
EUT source files are the Pre-Existing Intellectual Property of Autonomy. Any Pre Existing Intellectual
Property of Customer that is added to the EUT Source Files pursuant to this Section 7 will remain the
intellectual property of Customer. Othenwise, Autonomy will own all modifications, enhancements or
derivative works of the EUT source files.
^ Limited Infringement Defense. Autonomy will defend or settle any claim against Customer regarding the
Learning Solutions, to the effect that Autonomy knowingly infringed a patent, utility model, industrial design,
copyright, trade secret, mask work or trademark in the country where such Learning Solutions are delivered;
provided however that Customer promptly notifies Autonomy in writing of the claim, and Customer
cooperates with Autonomy in, and grants Autonomy sole control of, the defense or settlement.
6. ACCEPTANCE OF TRAINING SERVICES
The acceptance criteria or procedures for Deliverables set forth in this Agreement and/or as particulariy
descnbed in any SOW will only apply to the services provided herein. It will not apply to any product
Autonomy may supply or has supplied to Customer, regardless of whether such product can be used in
connection with the Consulting Services or Deliverables. Any refund/return or penalty rights as set forth
hereon apply only to the services provided. With the "Acceptance of Training Services" section duly signed
and completed an email will be sent requesting billing details to be completed. Please note that ali billing
details must be provided in advance of commencement of training services.
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EXHIBIT E
Requirements
Autonomy shall be subject to the requirements under the SOW in accordance to the responses provided within
Section 5.4 of the RFP as it pertains to the Enterprise Content Management Requirements spreadsheet.
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EXHIBIT F
Acceptance Criteria
The following standards will be utilized to govern the acceptance of Deliverables:
• AUTONOMY and the City will agree on the scheduled completion dates identified in the SOW in
accordance with the approved Project Plan.
• Acceptance: Upon completion of a Deliverable, the Autonomy project manager, in writing, will notify the
Customer Project Manager of such completion (the date of such notification the "Completion Date").
Customer may conduct a review, or test ("Acceptance Tests") over a period of fifteen (15) days
thereafter, or unless City notifies Autonomy that additional time is necessary as such the Parties shall
mutually agree in writing (the "Acceptance Tests") within which to perfomi Acceptance Testing, If the
City does not provide any notification within the fifteen (15) day period, the Deliverable shall be deemed
accepted.
• Acceptance by Customer shall occur when the Deliverables, set forth in the applicable SOW comply
with all of the Acceptance Criteria set forth herein. If Customer does not provide Autonomy with written
notice ("Non-Acceptance Notice") within the Acceptance test period that Customer does not, in good
faith, agree that the Deliverables meet the Acceptance Criteria, the Deliverables will be deemed
accepted for the purposes of this SOW as of the last day of the applicable Acceptance Test Period. If
Customer does provide Autonomy with a Non-Acceptance Notice, Customer shall describe the reasons
for non-acceptance/rejection to Autonomy in sufficient detail. After receipt of such Non-Acceptance, If
Autonomy reasonably confirms that a Deliverable does not meet applicable Acceptance Criteria as
stated in the Non-Acceptance Notice, Autonomy shall have a period of fifteen (15) days unless
Autonomy notifies Customer that additional time is necessary or such other period as the Parties shall
agree in writing (the "Correction Period") within which to revise and resubmit the Deliverable(s) at issue
for another ten (10) day period of Acceptance Testing unless Autonomy notifies Customer that
additional time is necessary. If such Deliverable is property rejected by Customer within the Acceptance
Period occurring after the Correction Period on account of a continued failure to meet applicable
Acceptance Criteria, Customer shall have the right, in its sole discretion to either a), escalate the matter
to the Autonomy senior management to resolve within ten (10) days of such escalation unless
Autonomy notifies Customer that additional time is necessary or b). provide Autonomy with an additional
Correction Period, as agreed to by the Parties in writing, to promptly correct the Deliverables and after
such correction the Acceptance Test Period shall begin again.
• If, in Autonomy's reasonable opinion. Autonomy is unable to remedy a non-conforming Deliverable or
Configuration, Customer's sole and exclusive remedy shall be either to (i) accept the Deliverable or
Configuration without warranty, on an "as is" basis, subject to a reasonable price adjustment; or (ii)
return the affected Deliverable or Configuration to Autonomy and receive a refund of the amounts paid
to Autonomy for such non-conforming Deliverable or Configuration.
Notwithstanding any other term in this SOW or the Agreement, the acceptance procedures described
above (and any associated warranty terms) do not apply to Products, even if they can be used in
connection with the Services or Deliverables provided hereunder. "Products" as used above means
hardware or software listed in Autonomy's standard price list at the time of Autonomy's acceptance of
Customer's order, including Products that are modified, altered, or customized to meet Customer
requirements.
Autonomy shall not change a Deliverable that has been accepted by the City without written approval of
the City.
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Acceptance must be based on completed Deliverables. The Deliverables of each stage of a project provide the
basic criteria by which to grant acceptance of a stage.
a) The document Deliverables must be 100% complete prior to acceptance.
b) The system Deliverables must be fully installed modules with no known defects.
1. The system adheres to the technical specifications and requirements
2. All interfaces are working as expected
3. There are no severity or priority one defects in the system
c) The data migration deliverables must be converted data and con-ectly updated to the new system
standards with validated reports of the migration.
1. The City has correctly identified the data needed for migration
2. Data hygiene has been confirmed
3. Data migration has been executed
4. Data validation reporting has occurred and there are no severity or priority one defects in the
migrated data. Reports will consist of screen shots of data in the correct fields, as well as table
volume data and any other validation documentation.
d) The workflow Deliverables will be considered complete once the "To Be" process flows have been
applied into the system and testing confirms the workflow to be functioning properiy. "As Built" workflow
documentation will be provided to the city.
1. The City will provide as is workflows to AUTONOMY
2. AUTONOMY will train the City on workflows configuration in the system and apply industry
standard improvements to the workflow
3. The City and AUTONOMY will create the workflows in the system
4. The City and AUTONOMY will test the workflows for correctness.
5. An approved workflow will have test results with no priority one defects
As Deliverables are completed, AUTONOMY shall provide the City with a Sign-off Form (attached as Appendix
4). to formalize completion of the work. The Sign-off Form is subsequently signed by two of the three core
project management team members, and faxed or emailed to AUTONOMY. Timely and honest acceptance is
required to maintain project momentum. Failure to properiy establish acceptance criteria or failure to accept a
properiy completed stage will cause delays in the project.
Project Priority Defect Definitions:
"Priority" is defined as the importance of the request. "Severity" is defined as the impact of the request. Together
they create the urgency to respond and improve the defect.
• High = identified as VIP user. Critical System, and/or the request impacts multiple users or systems are in
a "down" situation in which normal business cannot be conducted. Respond within four hours and
remediate ASAP - depends on the nature of the issue. For implementation purposes, the critical system
functionality must perform as designed with no malfunctions.
• Medium = identified as Safety user or Important system and/or the request affects 5 or less users and no
critical systems, business can be conducted with a workaround in place. Respond within 48 hours and
remediate ASAP - depends on the nature of the issue. For implementation purposes, the functionality
must perform as designed without impeding the progress of the project and any variances can be
remediated within 5 business days.
• Low = identified as regular user or Non-Critical System and/or the request affects 1 to 5 users and only
one Non-Critical System, business can be conducted at lower productivity levels. Respond and remediate
within next release cycle. For implementation purposes, the functionality is nice to have and is not
impeding the progress ofthe project and any variances can be remediated within a prioritized schedule.
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Exhibit G
Optical Scanning Process
1. EXECUTIVE SUMMARY
1.1 INTRODUCTION
This document contains the approach for the definition, configuration, and deployment of the software and
services for the optical scanning product for the City of Carisbad, CA. The City will oversee Autonomy Inc
(AUTONOMY) implementation ofthe AUTONOMY products.
1.2 SCOPE OVERVIEW
Establish optical scanning process and integration with the record management system.
2. Implementation
The Software listed under Exhibit A and A-1 are planned for implementation
3. Proiect Description
The following phases describe the implementation activities for the opfical scanning process throughout the
project.
4. Proiect Reguirements review/finalization Phase
4.1 Autonomy will:
Review Customer's existing imaging system and forms
4.2 Customer will:
Provide access to internal systems and existing IT environment in accordance with the City security and
access policies attached herein as Appendix 1.
5. Design Phase
5.1 Autonomy will:
Hold one or more design workshops with Customer to decide on following design elements:
a. Teleform infrastructure & remote capture design including:
b. Teleform forms design
c. Teleform requirements documentation including Exhibit E: efonns requirements
Customer will:
a. Provide signoff on design before next phase of project activities as agreed to in Exhibit F.
5.3 Assumptions:
1. Scanned content is assumed to be stored in HPRM
2. Forms received are assumed to be both digital and scanned copies
3. Autonomy will assist with the design of up to 25 different forms
4. Existing hardware scanners will be used
6. Build Phase
6.1 Autonomy will:
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1. Install and configure Teleform components in Dev/Test in accordance with the agreed-upon design
decisions
2. Assist in the creation of 25 forms
6.2 Customer will:
1. Work collaboratively with Autonomy resources on installation and configuration tasks to help educate
Customer resources.
2. Install and configure Teleform components in Staging environment with Autonomy support
6.3 Assumpfions:
1. Customer will supply hardware that meets or exceeds the hardware specified during the design phase.
7. Knowledge Transfer
7.1 Autonomy will:
1. Hold knowledge sharing workshops with Customer throughout the scanning process implementation.
8. User Acceptance Testing phase
8.1 Autonomy will:
1. Hold one or more UAT support sessions while customer performs UAT test scenarios
2. Provide updates and support re-testing
8.2 Customer and Autonomy will:
1. Identify issues arising from testing
2. Classify and prioritize issues for resolution
3. Resolve identified issues
4. Refine system as necessary
9. Production Deplovment
9.1 Autonomy will:
1. Assist Customer with launch and support activities
2. Perform system refinement based on user feedback
3. Assist Customer with end-user tesfing and associated support activities
9.2 Customer and Autonomy will:
1. Test system functionality to ensure that system is function as per product documentation and as per
agreed-upon design
10. Fees and Pavment -
See Milestones 21 - 23 on pg. 40.
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Date:
Generated By:
Authorized By:
Change Overview:
Exhibit H
Change Order Form
Narrative Description of Chanqe:
Impact of Change:
Schedule Impact: Delay of milestone & deliverables on implementation project plan including:
Task Proposed Date Changes
Cost Impact:
Change Detail Credit Debit Total
Revision No.:
No changes may be made to this project without the agreement ofthe Project Manager(s) and must be
approved bv the City. Submit endorsed Change Order to the City Project Manager
Date
Approved Comments Approved
Signature
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Exhibit I
HP/Autonomy Holiday Schedule
New Year's Day January 1
Martin Luther King, Jr. Day January 20
Memorial Day May 26
Independence Day July 4
Labor Day September 1
Veterans' Day November 11
Thanksgiving Day November 27
Friday following Thanksgiving November 28
Christmas December 25
Company-designated Floating Holiday December 26
53
Appendix 1
Legal Definitions
Archived User(s): the licensed users of the Software and defined as (i) individual users with an
email address(es) to which unique content is associated, and/or (ii) other exchange server
address(es) being archived, which are employed by or under Customer's control.
Branch: means the project unit represented in certain Software to manage content for a certain
group of Users. A Branch contains the content for a website or a collection of related content (such
as the program files for a software application or the image and text files for a book).
Component Software: Any Autonomy software product delivered by Autonomy that is not specified
on an Order but that is embedded within Software identified on an Order or that Autonomy identifies
as being delivered for use as a component of or in conjunction with Software identified on an Order.
Concurrent Users: Users who access and use the Software at any one time.
CPU: a single core from a single or multi-core central processing unit on a computer (i.e a four-core
central processing unit would be four CPUs).
Customer Access License or CAL: a license that permits users (other than Users) to access and
use the Software through a custom application or third party application approved by Autonomy (for
example, a Microsoft® Corporation Exchange Server email account or Lotus Notes Server email
account that is registered on a Customer's Server). Customer Access Licenses may not be shared
between mulfiple email accounts.
Customer Data: means the data stored by or through Subscription Services by Customer at any
fime.
Data Center Server(s): the licensed Customer data center server(s) for the backup and retrieval of
Customer's data from Protected Servers.
Developer: an individual employed and authorized by Customer to use and access the funcfionality
of the Development Software for purposes of developing or administrating the Software, regardless
of whether the individual is actually using or accessing the Software at any given fime.
Development Software: the software development toolkit and other portions of the Software which
are used to incorporate the Run-Time Software into other products or software and/or to and enable
the Run-Time Software to provide the applicable funcfionality.
Documentation: Autonomy's standard written technical specifications made officially available by
Autonomy to Customer together with the Software, Hosting Services or Subscription Services, as
applicable.
Documents: as a document section or page from a multi-paged or single paged document (e.g., a
page in .pdf or .doc document) that is no more than 4096 characters in size.
Instance: With respect to the IDOL Server software, IDOL is a bundle of separate modules (Content,
Community, Category, Index Server, Dish) with each module containing certain functions. The
functions switched on in any module are as licensed in an Order. By default, each "Instance" of IDOL
Server contains 2 Content components ("Content Seats") and 1 of each other component (all
together, an "Instance"). However, the number of these components in each Instance may change
depending on Customer's need, but subject to limits and restrictions as more fully described in an
Order (for example, limits on number of users, documents, data volume, etc.).
Minimum Monthly Commitment: the minimum fee Customer agrees to pay in arrears, as applicable
to the Software and/or Services for each monthly invoicing period.
Non-Production Use: development, quality assurance, testing, and disaster recovery usage,
including any access or use by Developers.
On-Line Service: any dial-up, remote access, interacfive, Internet-based or other on-line service or
Worid Wide Web site supported by one or more servers.
Production Use: live or fail-over usage for commercial, business or production purposes.
Protected Device(s): Personal Computer(s) ("PC") and/or Apple Macintosh Computer(s) ("Mac")
licensed to use the Software.
Protected Server(s): Customer servers licensed to use the Software.
54
thaf fs"cln'Ja"St^cL^ftl^^^^ knowledge, concepts, skills, techniques, experience, and know-how
tnat IS contained in confidential information disclosed by the disclosing partv and retained in thP
memory of a party's personnel during the performance of this Agreement^during the tei?n solo^^a al
Tnr^T'^^ knowledge, concepts, skills, techniques, experience, and know how is nol
ntenfionally memorized by such Personnel for the purpose of using or disclosing such in v^la^n o
eLeTbTs"o ™'"''? ^^Vr^""^'P^^'^^ ''''' '''' ResSrSgrllrnol
cease to be so merely by virtue of being reduced to writing (excluding specificallv mere cooler
extract, or duplicates ofthe other party's confidenfial informafion) by the personnel)
Results: the reports, printouts, summaries or other documents or information relatinq to the
Custorner Data through use of the Subscription Services as pemiitted hereunS^r ^
fSn'nty'o^ft'^^^^^^^^ "^'^^ --^^'' -trieval and other
llZZ^r TP"*'"9 t^'^^s ^^t'"g as a server for a network of interconnected computing devices
whether within an enterpnse or other Web, intranet or internet environment and incSa virtual
machmes or logical partitions, upon which the Software may be installedTaccesS All Severs
shall be owned and/or leased and controlled by Customer accessed. All Servers
Store: means as follows: (a) for Customers of MetaTagger, a single database file system or similar
S S'^T^^f^^^^^^^^ *° ''''' '"P"*'''' metadata; c^r (bffrCu«
of Teams te, a file-based repository or database used to store and manage content assets ^
Transaction: the full lifecycle of a trade by Customer or Customer's custer^e ror Use's in market
securities or over-the-counter derivafives managed by Customer's use of the SoLare
User: an individual authorized by Customer to use or access the functionality of the Software
Sime. "^"9 °^ ^^^^^^'"9 applicable SofS^afelTarfy
55
Appendix 2
Virtual Private Network
Acceptable Use Agreement
Purpose
this policy is to define standards for VPN remote access connectivity to the City of
Carisbad s network. These standards are designed to minimize the potenfial exposure to City of Carisbad
^T.H?Tf ^ resu fing from unauthorized or misuse of City of Carisbad's network resources. Damages
include, but are not limited to: the loss of sensitive or confidential data, damage to public image and
damage to critical City of Carisbad computing systems. ^
Scope
This policy applies to all City of Cartsbad employees, contractors, vendors, third party and agents hereafter
Sri.^ "'^^ ^"'^ ^^^"^ *° ^'^ a VPN remc^ely to the C% S'caTsbad This applies to any and all services, ports and protocols including but not limited to email, intranet internet
mrr?;'"H '"' ""I'^" ^"'"^^^ connections, PC Anywhere connecS, se^e
management and application management. The Remote User bears the responsibility liabi ity and
""^ficS;^ from misuse ofthis access. The Remote User is responsible for selecting an Internet
NntTnlr ' '^^^^^'"^^'"g installation, installing any required software, and paying associated fees
Not all desktop operating systems may be supported.
Definitions
Sfl I '^a.v'ng concurrent connecfivity to more than one network from a computer or networic
dfJnn inf A^f^ "t^^' ^^^^^"^ '"^^ ^°'"P°'"^*^ Via a local Ethernet connection, and
rf I2LH t J"' ^^'^'^^ P'^""^®' ('^P)' ''®' being connected remotely to the City of
Carlsbad network, and connecting to another network with a different network card (wireless, dial-up,
^mol^^ccp: Any access to City of Carlsbad's corporate networic through a non-City of Carisbad
controlled network, device, or medium.
Remote User Any City of Cartsbad employee, contractor, vendor or third party with remote access
privileges to City of Carisbad's corporate networks.
Split-tunnelinq: Simultaneous direct access to a non-City of Carisbad network (such as the Internet or a
c^pLTetSo^rvra V^^^^^^^^^^ '''' ^^"^ ''^^^ ^'^'^ ^^"^ ~ ^'^V of CarlsUd'^
^nJ'f^^ Network (VPN) is a secure data path traversing a non-secure medium, such as the
Hirn!Ln i"^^^^ " ^T^"^"^ by tunneling the data through an encrypted communication link from source to
S roc and password authenticafion is implemented using various products and techniques The
final result is a safe and secure method of utilizing remote access.
Requirements and Responsibilities
1. It is the responsibility of the Remote User to ensure that unauthorized users are not allowed access to
City of Carisbad intemal networks through their VPN connection.
2. VPN remote access is to be controlled using either a one-time password authentication such as a
chaTges7requently '^'*®"' "^'^^ ^ passphrase, or a secure password that
General access to the Internet for recreational use by immediate household members through the City
of Carisbad Network using a Remote Access connecfion is not permitted. The Remote User is
responsible for ensunng that family members do not access the Carisbad network while the secure
connection is active members.
3.
56
Sed arany ^mT" '''''' "^"^ °' split-tunneling or dual homing is not
^' Tf^'y connected to City of Carisbad networks must have virus scanning software
M?A il'T^ H M"^*^ and operational at all times. (Preferred Anti-Virus products are - Syr^a^ec
^rrlt!' T H!,"d/^omputer Associates. If you have a Anti-Virus product not lilted your VPN
access may be delayed while a validation method is developed) ^
6. All remotely connected computers must have the most current security and system patohes installed.
7. Only VPN clients approved by Information Technology Department may be used.
8. The VPN connection is limited to an absolute connection time of twelve (12) hours.
^' nnlof ? ""TI,^® automatically disconnected from City of Cartsbad's network after thirty (30) minutes
t^nT^'X The user mus then logon again to reconnect to the network. Artificial network processes
are not to be used to keep the connection open. All activity will be monitored. processes
r^^'^!ci^^h[^ ''^° «*° implement remote access methods other than those provided by the City must obtein written pnor approval from the Information Technology DepartmentXector
" Lhtr"?> °T^^^ technology to conduct City business may be subject to the same reouirements as all
Sfv of rlLlty°'°^.y Resources. Users must understend that their machUs arra dSo Snsbn o
City of Carisbad s network, and may be subject to the provisions under the Public Records Act
Vendor/Contractor/Third Party Procedures
1. Vendor/Contracrtor/Third Party Remote User may only use the Network Connection for business
purposes as outlined by the VPN Access Request Form. ousiness
2- Citv of Carisbad Svstems and ApplicatinnR
2.1 Vendor/Contractor/Third Party Remote User may be supporting an Application or
System owned, licensed or leased by the City of Carisbad.
^Aonl^;^p^n?X''*Q'^r^^ ""^^y ^r""^^ "^^y "^"^'fy configuration of the City of Carisbad fofo m^^n-? h^?"" notification and approval by authorized City of Carisbad Informafion Technology personnel. vanouau
't^^nf'c^^^Tr'^v'^ .^^^y 'l^"'^*^ ^^^"9^ °^ d^'^t^ any passwords set on
^forminn T H ""'^^^^^ P"^'" ^PP'"°^al by authorized City of Carisbad
Information Tec^hnology personnel. Promptly upon any such change, Vendor/Contractor/Third
Party Remote User shall provide City of Carisbad with such changed password
3. Network Security
^' ^ Vendor/Contractor/Third Party Remote User will be listed in the VPN Access Request
Carlsbad whenever any Authorized Remote User leaves Vendor/Contractor/Third Partv's
S^K^ H A"° ' '^''^""^^ ^^^^'^ *° R^n^°te Access Connection or C^fy of ^ Carisbad Application or System. ^
57
4. Vendor/Contractor/Third Party Remote User shall notify City of Carlsbad in writing promptiv upon a
Enforcement
Fm!!l^viSA/*'S '"f}''"'"^^ executing this Agreement and tlie instmments referenced in it on behalf of
fn;r^=ayirs"^a^SoCrr^^^^^^^^
^^'^c*® User Authorized Signature Remote User Authorized Signaturi
Printed Name Printed Name
Email/Phone Number Email/Phone Number"
Date Date
Remote User Authorized Signature Remote User Authorized Signature"
Printed Nan^i Printed Nami
Email/Phone Number Email/Phone Number"
Date Date
(Internal use only) Department Head (Internal use only) IT Authorized Si^i^re
Printed Nami Pitted Nami
Date Date
58
Appendix 3
HP and Autonomy Support Services
HP Autonomy Software Support provides comprehensive technical support and updates for HP Autonomy
Software. Your IT staff can have fast, reliable access to well-trained experts who provide advice on HP
Autonomy Software features, problem identification, diagnosis, and resolufion. HP Autonomy Software Support
was designed to increase upfime, reduce total cost of ownership (TCO), and drive efficient business outcomes.
Empower your business with HP Autonomy Software Support
• Problem resolution: Gain access to expert technical resources
•Software updates: Get the latest updates, new features, and available solutions
•Access: Take advantage of online, around-the-clock self-solve support
•Stability: Increase system performance and reduce downtime
• Reduced TCO: Enable quicker time to resolution and reduce resource consumption
•Optimization: Fine-tune your IT environment with our technical expertise
• Communication: Participate in discussion forums; search our extensive online knowledge base
Feature highlights
• Software updates
-Download updates for select HP Autonomy Software products
-Notification of new releases communicated on website
-Request updates online
•Around-the-clock self-solve support
• Efficient and effective problem analysis
-Problem isolation
-Access to expert technical resources
-Escalation management
• Software feature and operational support
• Choice of coverage windows and service levels (9x5 or 24x7)
HP Autonomy Software Support online
Self-service support at your fingers
Available around the clock, it provides the interactive technical support tools needed to manaoe vm.r HP
Autonomy Software, allowing your IT staff to quickly self-solve or log supporl cases de^^^^^^^^^ ' " """^
The HP Autonomy Customer Support Center (customers.autonomy mm) offers a vast arrav of HP
S^onortTpn?""'''" .knowledge, bringing comprehensive support reso Jrces to your fingertTps AdditionaNy
Support Center provides online incident reporting to an unlimited number of users. It enabfes you lo ^'
Ind patohe?'*'"'''^ P^°b'«"^^' technical documents, manuals,
•Log, track, and update cases electronically
• Electronically download the latest software patohes for HP Autonomy Software producte
~ — 59
When to consider 24x7
• IT availability and needs change after business hours or on weekends
• Greater uptime is needed
• Global deployment is a goal
• Medium to high complexity IT environment
• 1-hour Response Time Objective for Severity 1 problems
a'5Srp%'JSe%?&SL^KVhf&%^^^^^
Definitions
Severity level 1-Critical: production system is down-The HP Autonomy product is unusable
JavSre "MTI °' °^ '''^'^^ '"^P^^* °" operations^No workaround IS available Newly received cases will be assessed through discussions with the customer to confirm that they fulfill the criteria, and may be downgraded in priority if th^do not
ifavatbr' "'^Jor feature/function failure-Operations are severely restricted. A workaround
Z^^- - — - —, there
rnSorenht;;c':^^^^^^^ - ^ -^-t for documentation, genera.
Table 1. Response Time Objectives
Response Time
Objectives
r\\.rC 1 .A _ 1 1_
Severity level 1 Severity level 2 Severity level 3 Severity level 4
9x5 local business
hours and local
business days
2 hours 6 hours 8 hours 1 business day
24x7, Monday-
Sunday, 365 days
per year
1 hour with prioritized support response 4 hours 6 hours 1 business day
60
Data sheet | HP Autonomy Software Support
Table 2. HP Autonomy Software Support specifications and features
Feature Delivery specifications
Online support You have 24x7 access to the Support Center updates and nrnfiiP
management. The Support Center provides access to a knowledge databTse including fnforrSatSn
regarding known symptoms and proposed solutions, specifications, and technicai Stu?e
ro.oiwot**''^."*;,®** After your original case-logging or knowledge-based query you can
ZSrH f '^IP°"'^- ^^P^"^^^ ^^^^^h parameters enable flexible search methods You can
search for specific products and versions. Your search attempts are added to you cle hlstor^^
allowing engineers to detect the problems. ^
Choice of coverage window
Jup^ort Lm1a°^^^ '° °' ^^'^ ^^'P°"^" ^^^^^ °" the location of your
•24x7: Available 24 hours per day, Monday through Sunday, 365 days per year
•9x5: Available between 8 a.m. and 5 p.m. local fime on local business days
excluding bank and local public holidays. Response Time Objectives for calls
submitted outside the coverage window will apply to the next business day
Support delivery languages Support is provided only in English"
r^s^S^c^^XTcJl^^^^ '''''''''' P--^-- to facilitate the
generalTavairaMe *bv HP^'CtomTT' P"*"'""' ""^ ^'^^^ Versions made support conlrlts^ ^ Autonomy, its assignees, or successors, to customers with active, current
• When HP Autoriomy releases Updates to certain HP Autonomy Software and reference manuals HP
Autonomy shall make them available to you electronically. You may be abl to sS from a choice
hstmc^^^^^^^^^^ '''''' "'^^"^^ k^y^ "^^d^ -'-i'-ble directly or thTough provi^^^^^^
LrJ!"^ """^"^^ terms for Updates shall be (a) as described in the HP Autonomy Software licensina
^rarp=;^;rt^^mTac^^^^^^^^^^
IhirCrtTsSr rSrt"""^^^ ^^'^-^ ^^l^'^ t^sX^e'
• Note: IDOL 10 is an entirely new IDOL platform rather than an updated version of orecedino IDOl
rnoTalm?'''""r.'".'!''' P^a^^-"' «*'<='^ custome "Cn ower verstons o'
re°^vern?of7(;f 1^° ^r Z^e^nVtSe^^tjSio^n"^'""'^^^ " ^""^^ '°
61
Data sheet | HP Autonomy Software Support
• Patches As new patches become available, HP Autonomy will post them to Support Center for
t.TJ'"''^?- . non-branded Patohes HP Autonomy Software producte, HP Autonomy can
provide instructions on how to obtein the patch through the original software manufecturer.
*h . . °^ "^""^^ 0^"®''^ support- All named callers must be trained on the applicable HP Autonomy product.
• Software versioning A Major Version Update usually includes major enhancemente or new
y'm A"M^ ^' ""w '® "^f ^^"^ ^ ^^^"9® t° °f decimal point (for example, version 6.0 to
• 1: ..u'"^ ^Pd^*® "^"^"y includes funcfional enhancemente, denoted by a change to the
right of the first decimal point (for example, version 6.1 to 6.2).
• Term licenses With the purchase of Software Support in combination with a term license HP
Autonomy provides support only through Support Center. All cases are logged online.
Non-Autonomy branded products HP Autonomy can support specified versions of non-branded HP
Autonomy Software only as long as such software is supported by the vendor. Distribution of certain non-
branded product updates, license agreements, and license keys may be made directly from the vendor to
Concurrent support For any Update delivered under Support. HP Autonomy authorizes you, for a period
of SIX months from the delivery of said Update to use both the current Software Version and the Update
sinriulteneously at no additional charge ("Update Concurrent Use Period"). With respect to an HP Autonomv
authorized migration, HP Autonomy authorizes you to use both the current Software Version and the
Migrated Software simultaneously ("Migrated Software Concurrent Use Period") for the period of time
specified per the categories below at no additional charge. Migrated Software resulte from an HP Autonomv
authorized migration from a current Software product to a different HP Autonomy Software product
Notwithstanding the foregoing, neither the Update Concurrent Use Period nor the Migrated Software
Concurrent Use Period (collectively referred to as the "Concurrent Use Periods") may extend beyond End of
Support for the current Software product. ucyu.iu cilu ui
• During the Concurrent Use Periods, you are only authorized to use the Update or Migrated
Software to manage the same environment that is currently managed using the current Software
Version^At the end of the Update or Migrated Software Concurrent Use Period, your license for the
current Software Version will terminate.
• HP Autonomy will classify each Software migration into one of the following four categories:
•Standard (6-month Concurrent Use Period)
•Advanced (12-month Concurrent Use Period)
•Complex (18-month Concurrent Use Period)
•Exceptional (24-month Concurrent Use Period)
End of support Autonomy will provide full support for all Major/Minor Versions of producte Full
support will be available for three (3) years from the general availability of a release ("Committed Support").
Autonomy will offer two (2) additional years of support for producte that have reached end of their Committed
Support life and for which a successor product or product version is commercially available under Support
An additional charge will be levied for this service ("Extended Support"). '
•Extended Support is limited to:
62
Data sheet | HP Autonomy Software Support
•Around the clock self-solve support
•Access to technical support engineers
•Access to existing patches and hot-fixes created while the product version was in Committed Support
mLoT ®"hf ^^q^este, patches, fixes, document changes or platform certifications will be made for product versions in Extended Support.
Discontinuation
'^,l"*°"°"'y.,,di^o°";in"es a product and no successor product is commercially available under Support
Autonomy will provide full support for five (5) years from the product's last generally available release date if
(a) ^you have paid all applicable Support fees to date, and (b) you confinue to pay all a7plSe S^^^^^^^^^^
Im/lT.N??'^'^'^ .'^""^ of Support" policy applies to the latest generally available release as of June 1
t'he folfowing Z^ont^^^l^';^^^^" ^" ^^'^^^^^ °^ ^"^^^^ P-^-*^''
Autonomy provides support for the current and previous Minor Versions of the current Major Version
Malar Version (for exampte, 7.0) becomes generally available or, (ii) until the date when the next Maior
Version (for example, 8.0) becomes generally available, whichever occurs eartier. If Autonom7discontSs
nZ-H^""' ^nd does not make another Minor Version commercially available as an Update L ^nomy^^^^^
provide support for twenty-four (24) months from the date of the product discontinuance notice Autonomv
may discontinue specific Support offerings no longer generally offered by Autonomy upon si^y ^60) days^
Return to support: ff you allow Support to lapse, you may re-enroll only upon complefinq all of the
i'itonnmv^o 1^""^'°"".^^^^^^^ °' ^upport fee for the renewal term Tb) payment to HP Autonomy of 100 percent of all annual Support fees that would have been paid had you not tirrninated Support offenngs or lapsed in any applicable Support fee, terminated
(c) payment to HP Autonomy of an administrative fee of 15 percent of the total past Support fees to resume
ofTeTve'rstonl'."''^ °' °^ *° eli^ib^ity requir^me^^^
L^^rstt"Tt?p^!j?mi"7 I /c ^"PP°^ ^"9'^"'*^' ^ o^^to"^^^ "^"st "maintain the License Set at the same level of Software Support. "License Set" means all (a) licenses of HP
Autonomy Software producte with the same part number that are part of the
arrpaZ^fthTs"ime ^""^ technically dependent prerequisite HP Autonomy Software producte that
Implementation, across all of the customer's support agreement identification (SAID) numbers
For avoidance of doubt, the following examples are provided:
Assume: The customer has two License Sets for a given HP Autonomy Software product.
63
HP
Autonomy
Software
License
Set
Number
of
licenses
Level of
Softwar
e
Support
needed
Example of
acceptable
scenario
Example of
unacceptable scenarios
• License
Set one for
product A
100 24X7 Maintain a valid
Software Support
contract for all 100
licenses at 24x7
level
Example no. 1
• 25 licenses at 24x7
Support
• 75 licenses at 9x5
Support
Example no. 2
• 25 licenses at 24x7
Support
• 75 licenses with no
valid Software Support
contract
• License
Set two for
product A
200 9X5 Maintain a valid
Software Support
contract for all 200
licenses at 9x5
level
• 50 licenses at 9x5
Support
• 150 licenses with no
valid Software Support
contract
• A customer may not cancel Support for a portion of licenses within a License Set unless the customer
at the time of Suppor^^ renewal, (i) terminates license rights of the unsupported licenses, or (ii) certifies
?.lnrt Z^^T'^r "'^^ ""^ ^^^ei^e °f the services p ovided through
Support (the Certification"). The Certification must be provided by an authorized representative of the
customer via a written letter sent to HP Autonomy according to the notice provisions in the custorner's
governing Support contract with HP Autonomy. HP Autonomy reserves the right to audit the custome's
compliance with the Certification at any time. If the customer chooses to resume Support for any oTtSI
unsupported licenses covered under the Certification, the Return to Support terms and conditions will
"renewal date:Kdays "'"^ " '''''' '"^^^^ ~ "P-
* wrnoless t"han1o '^^^ annually billed, (a) you may cancel your contract
• written notice prior to the next annual anniversary date, and (b) cancellation will be effecfive from such anniversary date.
64
Data sheet | HP Autonomy Software Support
HP Autonomy Software Support terms
This support offering is governed by the HP Autonomy Customer Terms or another agreement referenced in
the quotation for Support services (the "Terms"). All capitalized terms used in this data sheet, but not otherwise
defined, will have the meaning assigned to them in the Terms.
In the event of conflicts between this data sheet and the Terms, this data sheet shall take precedence. The
Support offering set forth in this data sheet is available for the HP Autonomy product lines. Support delivery
begins upon delivery of licenses.
Upgrades
Software upgrades are not a feature of Foundation support. For clarification purposes only,
the HP Autonomy Software definitions of Upgrades are included below:
• Upgrade—License Type Upgrade means upgrading from one type of license to another upon
customer purchase. An example would be moving from a Site license to an Area license.
• Upgrade—License Quantity Upgrade means upgrading to a higher count of license upon
customer purchase. An example would be upgrading from 1000 nodes to 2500 nodes.
The following additional terms are hereby incorporated into this data sheet:
General
Exclusions: HP Autonomy is not obligated to provide warranty services or support for any claims
resulting from:
-Improper site preparafion, or site or environmental conditions that do not conform to HP
Autonomy site specifications as set forth in the product release notes, design guides, technical
articles, etc. Product documentation defines the supported platforms, configurations, integrations,
and operating environments required for the product to function.
-Customer's non-compliance with HP Autonomy specificafion, statements ofwork provided by
Autonomy Professional Services organizafion as part of design and implementafion services,
or this data sheet
-Improper or inadequate maintenance or calibrafion
-Customer or third-party media, software, interfacing, supplies, or other products
-Modifications not performed or authorized by HP Autonomy
-Virus, infecfion worm, or similar malicious code not introduced by HP Autonomy
-Abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical
disturbances, transportation by customer, or other causes beyond the control of HP Autonomy
Local availability: The customer may order support from HP Autonomy current support offerings.
Some offerings, features, and coverage (and related software) may vary according to HP
Autonomy resources and products in your environment or may not be available in all countries or
areas. In addifion, delivery of support outside ofthe applicable HP Autonomy coverage areas may
be subject to travel charges, longer response times, reduced restoration or repair commitments,
and reciuced coverage hours.
Relocation: Relocation of any software under support is the responsibility of the customer and is
subject to local availability, and may result in changes to support fees. Reasonable advance nofice
to HP Autonomy may be required to begin support after relocation. For software products, any
relocation is also subject to the license terms for such software. The customer may be required to
execute amended or new documents as a result of relocation.
Service providers: HP Autonomy reserves the right and customer agrees to HP Autonomy's use
of HP Autonomy authorized service providers to assist in the delivery of support.
Modifications: The customer will allow HP Autonomy, at HP Autonomy's request and at no
65
Data sheet | HP Autonomy Software Support
additional charge, to modify software to improve operation, supportability, and reliability or to meet
legal requirements. Such modifications are hotfixes or patehes (i.e., Software Updates) required
by the product and covered under the terms of this data sheet.
Force majeure: Neither party will be liable for performance delays or for non-performance due to
causes beyond its reasonable control; however, this provision will not apply to customer's
payment obligations.
Site and product accessThe customer shall provide HP Autonomy access to the software
covered under support; and if applicable, adequate working space and facilities within a
reasonable distance of the software; access to and use of information, customer resources and
facilities as reasonably determined necessary by HP Autonomy to service the software Acicess
to software may be through a secure remote access tool or onsite access. Failure to provide
sufficient access to troubleshoot or service the software, may result in the inability for HP
Autonomy to provide support or issue resolution. The customer is responsible for removing any
software ineligible for support, as advised by HP Autonomy, to allow HP Autonomy to perform
support. If support delivery
• is made more difficult due to lack of access or the presence of ineligible software service
may require the engagement of HP Autonomy Professional Services under a statement of
work at HP Autonomy published service rates.
Software support* Eligibility: A customer may purchase available software support for HP
Autonomy-branded software only if the customer can provide evidence it has rightfully acquired
an appropriate HP Autonomy license for such software. HP Autonomy will be under no obligation
to provide support due to any alterations or modifications to the software not authorized by HP
Autonomy or for software for which customer cannot provide a sufficient proof of a valid license.
Documentation: If a customer purchases a software support offering that includes
documentation updates along with the right to copy such updates, the customer may copy such
updates only for software under such coverage. Copies must include appropriate HP Autonomv
trademark and copyright notices.
66
Use of proprietary service tools for support
HP Autonomy will require customer's use of certain hardware or software system and network
diagnostic and maintenance programs ("Proprietary Service Tools"), as well as certain diagnostic tools
that may be included as part of the customer's system, for delivery of support under certain coverage
levels. Proprietary Service Tools may include other commercial
HP Software diagnostic packages or custom debug tools specific to Autonomy products. Such
Proprietary Service Tools are and remain the sole and exclusive property of HP Autonomy, and are
provided "as is." Proprietary Service Tools may reside on the customer's systems or sites. The
customer may only use the Proprietary Service Tools during the applicable support coverage period
and only as allowed by HP Autonomy. The customer may not sell, transfer, assign, pledge, or in any
way encumber or convey the Proprietary Service Tools. Upon terminafion of support, the customer will
return the Proprietary Service Tools to
HP Autonomy or allow HP Autonomy to remove these Proprietary Service Tools. A customer will
also be required to:
Allow HP Autonomy to keep the Proprietary Service Tools resident on the customer's systems
or sites, and assist
Install Proprietary Service Tools, including installation of any required updates and patches
Use the electronic data transfer capability to inform HP Autonomy of events identified by the
software
If required, purchase HP Autonomy-specified remote connection hardware for systems with
remote diagnosis service
Provide remote connectivity through an approved communications line
Customer responsibilities
Data backup: To reconstruct lost or altered customer files, data, or programs, a customer must
maintain a separate backup system or procedure that is not dependent on the software under
support.
Temporary workarounds: The customer will implement temporary procedures or workarounds
provided by HP Autonomy while HP Autonomy works on permanent solufions.
Hazardous environment: The customer will notify HP Autonomy if the customer uses software
in an environment that poses a potential health or safety hazard to HP Autonomy employees or
subcontractors. HP Autonomy may require the customer to maintain such software under HP
Autonomy supervision and may postpone service unfil customer remedies such hazards.
Authorized representative: The customer will have a representative present when HP
Autonomy provides support at the customer's site.
Software list: The customer will create and maintain a list of all software under support
including: the location of the software and coverage levels. The customer shall keep the list
updated during the applicable support period.
Appendix 4
Sign-Off Form
Client:
Dates:
Deliverables / Milestones Performed By Notes
If Payment associated with this Work:
Payment
Invoice amount due as a result ofthe wori< accomplished
and listed above.
Amount Due: $ 0.00
• I am satisfied with the work performed for this deliverable and approve the payment listed above
• I am NOT safisfied with the work perfomied for this deliverable and DO NOT approve the pavme
above. (Please list specific reasons for non-acceptance on the following page).
Print Name:
Signature:
Date:
Print Name:
Signature:
Date:
Reasons for Non Acceptance
Use this sheet only if you do not approve of the work performed by the project consultant and/or do not
consent to the payment listed above. Be as specific as possible.
1 Deliverable / Milestone Reason Expected Outcome
<List Reasons Here>
Print Name:
Signature:
Date:
Print Name:
Signature:
Date:
Appendix 5
City Travel Policy
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject: TRAVEL POLICY
Copies to: City Council, City Manager, City Attorney, Department and Division Heads, Employee
Bulletin Boards, Press, File
PURPOSE:
To establish a policy to be followed by Council Members, other elected officials, commission/board
members, and all City employees when traveling on City business. This policy supersedes all
other travel policies.
BACKGROUND:
Occasionally, it is necessary for City personnel to attend meefings, travel outside the City to
conduct City business, and attend conferences, seminars and training sessions. Various modes of
transportation are available and other associated costs vary considerably. The City Council has
adopted a policy to control the costs involved, and to compensate individuals for actual necessary
expenses related to travel and meetings.
DEFINITIONS:
Citv Business Travel shall be defined as travel which requires elected officials, members of
a commission or board, or City employees to conduct specific items of City business away from
their normal place ofbusiness.
City Employee means any person regulariy employed by the City, excluding elected officials and
members of commissions, committees, authorifies or boards.
Commissioner shall mean any person appointed by the City Council to an established board,
committee, authority or commission.
Out-of-State Travel includes all costs related to business travel outside the State of
California. In-State Travel includes all costs related to business travel within the State of
California.
Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences
or training, such as travel to other City facilities.
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject: TRAVEL POLICY
PolicyNo. 2 (Page2 of5)
Date Issued 04-04-06
Effective Date 04-04-06
Cancellation Date
Supersedes No. 3
(Dated 12/14/99)
Copioo to: City Council, Citj^ Managor, Cit},' Attomojr, Dopartmont and Divioion Hoado, EmpL
Bulletin Boards, Press, File
POLICY IN GENERAL:
oyee
3.
1. Requeste for travel shall, in all cases, be limited to situations from which the City will derive a benefit
through the attendance of a representative.
^' u 3" ti'avel involving more than five (5) days should be approved in advance
by the Council. Travel of five (5) days or less need not have prior approval if fonds are available in the
current budget. The Mayor is authorized to approve extended overnight travel for emergency cases.
Except for elected officials, commissioners and board members, and Council appointed employees
the number of City employees attending any single conference should be limited to those whose
attendance will provide a benefit to the City. Any number of elected officials, commissioners or Counci
appointed employees may attend conferences provided that fonds are available for such purposes.
The City Manager, or his/her designee, may approve any in-state travel, travel specifically approved in
the operating budget, and any travel for educational purposes. The City Manager (or his/her designee)
may also authorize out-of-state travel for unanticipated purposes if fonds are available and the subject
travel has a duration of two days or less (one night's stey). Unanficipated out-of-state travel for a
duration exceeding two days must be authorized by the City Council.
Each officer, employee, advisory commissioner, and board member ofthe City is expected to be as thrifty
and prudent as possible when traveling at the City's expense. To ensure that City officers
employees commissioners and board members are able to travel when necessary to accomplish
essential City business, travel fonds must be expended in the most economical and efficient wav
possible. '
Receipts are required for all business travel expenses such as transportation, lodging and
incidental costs exceeding five ($5) dollars except for the City Council, where receipts are required for
every Item to be reimbursed. In order te comply with IRS and State Regulations, receipte are required
for all meal and entertainment expenses for City Council Members. In addition for all travel
expenses for other City employees (including meals and entertainment), the following information
must appear on the expense report and/or the receipts submitted:
The amount of the expenditure.
The date and place of the expenditure.
The business purpose of the expenditure.
The business relationship to the person entertained, as well as the individuals' names.
6.
a.
b.
c.
d.
CITY OF CARLSBAD
COUNCIL POLICY STATEMENT
General Subject: TRAVEL POLICY
IN GENERAL (ContinuedV
m/v 'ho^o!l^° ?''^®P ^^^^ '1, the expenditures are not substenfiated with the above information, they
may be considered "wages" subject to payroll tax withholding. The use of a City credit ca d for
aTs^mlfanX^e^^L report. ^ ^^^^'"^^ *° ~
7. Travel advances to City employees need to be substenfiated or reimbursed as soon as possible
upon completion of tnp (normally within 30 days). If the expense report is not filed fimdy anv
travel advances may be subtracted from the employee's payroll check. No further Sy fonSs
will be advanced for travel unfil the employee files his/her outstending expense report.
8. Administration of this policy will be as directed from time to time by the City Manager.
TRANSPORTATION:
^ • P"f t^^J"t°n^°bile, or other mode of public transportation shall be selected on the basis
of the least totel cost te the City after all expense items are tabulated, including travel time salary coste.
2. When the use of a private automobile to destinations within 200 miles of the City limite is approved
mileage reimbursement shall be at the rate then currenfly prescribed by IRS regulations IndfvidSa s with
an auto allowance will not receive mileage reimbursemente for trips within 200 miles of thVaw hr^^te
However, use of City-owned vehicles is allowed for travel within 200 miles of the City limits
nJ^nno? ^'T!? ^';I°"'°^i'!. to destinations beyond 200 miles is approved by the City Manager or his/her
?n1?rS frfn ' ^^^'^ ^'^^ ""°^^"^^' reimbursement shall not exceed the cost of a
I r equivalent class air fere. Exceptions are subject to approval by the City Manager or
h s/her designee (such as in cases where required items to be transported are not allowed on any mode
of public transportation). Such reimbursement shall be computed based on the mHeage ^om the
normal work location to the final destination. I'-c ••medge rrom ine
For the purpose of determining personal vehicle mileage reimbursement, the designated normal work
location for each City employee is the place where that employee spends the largest port on of
his/her regular workday or working time, or the place to which he/she\eturns uporcompSion o
^Sponsibility"''' °' ^^"y t° the office is the empTyee^
3. When the use of public air carrier is approved, the City shall pay the lowest available fere at the time the
reservafion is booked. Upgrades to a higher class of air service will be at the employee's expense.
72
TRANSPORTATION (Continued):
4.
5.
Authorized travel time shall be based on that required by the most appropriate and
expedient mode of public transportation. The additional travel time will not be considered
oiiy worK hours.
r!yili'w ^'^"f"^' employees are encouraged to use public transportation whenever
cSnnH h .T ^iT'!'®' '^°"'^^^y ^^'^i^®' ''"s^s, taxis, or limousine service
should be utilized between airports and meeting locations when such services are
reasonabh^ available. Rentel vehicles should be used when other transportation is
transp^rtatb °' ^ "'^^'""^ economical mode of
Reimbursement for travel time will be made in accordance with FLSA guidelines.
LODGING:
»A/^^'1? ^® obtamed at the most economical rate available for good quality lodging
When there IS an officially designated conference hotel, the traveler is encouraged to
teke advantage of these accommodafions. Lodging expenses for spouses are not
reimbursable, and any additional expenses must be paid by the elected official
commissioner or employee. v^i^^iai.
may be Smburled'^^'^*^^ telephone charges which are added to the lodging bill
^XTnUn^"^^''! °^ P®'"^^"^' ''^"^ in an amount not to exceed the higher of$10.00 per day or ten minutes of phone fime. Reimbursement of personal calls in
s^Tcralctl^t"' "'^^ ^^"^^^^ ^-'Snee, under
MEALS AND INCIDENTAL EXPENSES-
1. Notwithstanding other limite stated elsewhere, the City Council will be reimbursed the
actual coste of meals, plus tips and incidentel expenses that are substenfiated with a
physical receipt while on official City business. i«:*nudiea wiin a
2. Each commissioner or employee authorized to travel may submit the actual cost of meals
tips and incidentel expenses for reimbursement up to a limit of $50 per dav If it is
anticipated that this limit will be exceeded, then prior approval by the City Manager or
his/her designee IS required. The City Manager may approve such addrtional
expenditures, within the limite of his/her expenditure authority, as necessary
3. The City will not reimburse the cost of alcoholic beverages.
4. Reasonable amounte for fipping will be reimbursed, however, reimbursement for tips will not be made in excess of 20%.
m Agreement Number(s) where required:
HP:
City: EXHIBITS
Effective Date (if applicable)
Term Length (If applicable)
CONTRACTOR/CITY TERMS - PORTFOLIO
1. Parties. These terms represent the agreement ("Agreement") that governs the purchase of products and
services from the Hewlett-Packard Company entity identified in the signature section below
("CONTRACTOR") by the City of Carlsbad identified below ("City")-
2. Orders. "Order" means the accepted order including any supporting material which the parties identify
as incorporated either by attachment or reference ("Supporting Material"). Supporting Material may
include (as examples) product lists, hardware or software specifications, standard or negotiated service
descriptions, data sheets and their supplements, and statements ofwork (SOWs), published warranties
and service level agreements, and may be available to City in hard copy or by accessing a designated
CONTRACTOR website.
3. Scope and Order Placement. These terms may be used by City either for a single Order or as a framework
for multiple Orders. In addition, these terms may be used on a global basis by the parties' "Affiliates",
meaning any entity controlled by, controlling, or under common control with a party. The parties can
confirm their agreement to these terms either by signature where indicated at the end or by referencing
these terms on Orders. Affiliates participate under these terms by placing orders which specify product or
service delivery in the same country as the CONTRACTOR Affiliate accepting the Order, referencing these
terms, and specifying any additional terms or amendments to reflect local law or business practices.
4. Order Arrangements. City may place orders with CONTRACTOR through our website. City-specific portal,
or by letter, fax or e-mail. Where appropriate, orders must specify a delivery date. If City extends the
delivery date of an existing Order beyond ninety (90) days, then it will be considered a new order. City
may cancel a hardware Order at no charge up to five (5) business days prior to shipment date.
5. Prices and Taxes. Prices will be as quoted in writing by CONTRACTOR or, in the absence of a written
quote, as set out on our website. City-specific portal, or CONTRACTOR published list price at the time an order is
submitted to CONTRACTOR . Prices are exclusive of taxes, duties, and fees (including installation, shipping, and
handling) unless otherwise quoted. If a withholding tax is required by law, please contact the CONTRACTOR order
representative to discuss appropriate procedures. CONTRACTOR will charge separately for reasonable out-of-
pocket expenses, such as travel expenses incurred in providing professional services. The total fee payable for
the Services to be performed during the initial Agreement term will be Nine Hundred Forty Five Thousand Eight
Hundred Thirty Six Dollars and Twenty-Eight Cents ($USD945,836.28). No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement.
6. Invoices and Payment. City agrees to pay all invoiced amounts within thirty (30) days of CONTRACTOR's
invoice date. CONTRACTOR may suspend or cancel performance of open Orders or services if City fails to
make payments when due.
7. Title. Risk of loss or damage and title for hardware products will pass upon delivery to City or its
designee. Where permitted by law, CONTRACTOR retains a security interest in products sold until full
payment is received.
8. Delivery. CONTRACTOR will use all commercially reasonable efforts to deliver products in a timely
manner. CONTRACTOR may elect to deliver software and related product/license information by
electronic transmission or via download.
IS
Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
9. Installation. If CONTRACTOR is providing installation with the product purchase, CONTRACTOR's site
guidelines (available upon request) will describe City requirements. CONTRACTOR will conduct its
standard installation and test procedures to confirm completion.
10. Support Services. CONTRACTOR's support services will be described in the applicable Supporting
Material, which will cover the description of CONTRACTOR's offering, eligibility requirements, service
limitations and City responsibilities, as well as the City systems supported.
11. Eligibility. CONTRACTOR's service, support and warranty commitments do not cover claims resulting
from:
1. improper use, site preparation, or site or environmental conditions or other non-compliance with
applicable Supporting Material;
2. Modifications or improper system maintenance or calibration not performed by CONTRACTOR or
authorized by CONTRACTOR;
3. failure or functional limitations of any non-CONTRACTOR software or product impacting systems
receiving CONTRACTOR support or service;
4. malware (e.g. virus, worm, etc.) not introduced by CONTRACTOR ; or
5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by City,
or other causes beyond CONTRACTOR's control.
12. Professional Services. CONTRACTOR will deliver any ordered IT consulting, training or other services as
described in described in the applicable Supporting Material.
13. Professional Services Acceptance. The acceptance process (if any) will be described in the applicable
Supporting Material, will apply only to the deliverables specified, and shall not apply to other products or
services to be provided by CONTRACTOR .
14. Dependencies. CONTRACTOR's ability to deliver services will depend on City's reasonable and timely
cooperation and the accuracy and completeness of any information from City needed to deliver the
services.
15. Change Orders. We each agree to appoint a project representative to serve as the principal point of
contact in managing the delivery of services and in dealing with issues that may arise. Requests to change
the scope of services or deliverables will require a change order signed by both parties.
16. Product Performance. All CONTRACTOR -branded hardware products are covered by CONTRACTOR's
limited warranty statements that are provided with the products or otherwise made available. Hardware
warranties begin on the date of delivery or if applicable, upon completion of CONTRACTOR installation,
or (where City delays CONTRACTOR installation) at the latest 30 days from the date of delivery. Non-
CONTRACTOR branded products receive warranty coverage as provided by the relevant third party
supplier.
17. Software Performance. CONTRACTOR warrants that its branded software products will conform
materially to their specifications and be free of malware at the time of delivery. CONTRACTOR warranties
for software products will begin on the date of delivery and unless otherwise specified in Supporting
CTPFOl-WW 02Aprl2 Page 2 of 7
m Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
Material, will last for ninety (90) days. CONTRACTOR does not warrant that the operation of software
products will be uninterrupted or error-free or that software products will operate in hardware and
software combinations other than as authorized by CONTRACTOR in Supporting Material.
18. Services Performance. Services are performed using generally recognized commercial practices and
standards. City agrees to provide prompt notice ofany such service concerns and CONTRACTOR will re-
perform any service that fails to meet this standard.
19. Services with Deliverables. If Supporting Material for services define specific deliverables, CONTRACTOR
warrants those deliverables will conform materially to their written specifications for 30 days following
delivery. If City notifies CONTRACTOR of such a non-conformity during the 30 day period, CONTRACTOR
will promptly remedy the impacted deliverables or refund to City the fees paid for those deliverables and
City will return those deliverables to CONTRACTOR .
20. Product Warranty Claims. When we receive a valid warranty claim for an CONTRACTOR hardware or
software product, CONTRACTOR will either repair the relevant defect or replace the product. If
CONTRACTOR is unable to complete the repair or replace the product within a reasonable time. City will
be entitled to a full refund upon the prompt return of the product to CONTRACTOR (if hardware) or upon
written confirmation by City that the relevant software product has been destroyed or permanently
disabled. CONTRACTOR will pay for shipment of repaired or replaced products to City and City will be
responsible for return shipment ofthe product to CONTRACTOR.
21. Remedies. This Agreement states all remedies for warranty claims. To the extent permitted by law,
CONTRACTOR disclaims all other warranties. CONTRACTOR agrees to indemnify and hold harmless the City
and its officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein caused
by any negligence, recklessness, or willful misconduct of CONTRACTOR , any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
22. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this
Agreement. City grants CONTRACTOR a non-exclusive, worldwide, royalty-free right and license to any
intellectual property that is necessary for CONTRACTOR and its designees to perform the ordered
services. If deliverables are created by CONTRACTOR specifically for City and identified as such in
Supporting Material, CONTRACTOR hereby grants City a worldwide, non-exclusive, fully paid, royalty-free
license to reproduce and use copies ofthe deliverables internally.
23. Intellectual Property Rights Infringement. CONTRACTOR will defend and/or settle any claims against
City that allege that an CONTRACTOR -branded product or service as supplied under this Agreement
infringes the intellectual property rights of a third party. CONTRACTOR will rely on City's prompt
notification of the claim and cooperation with our defense. CONTRACTOR may modify the product or
service so as to be non-infringing and materially equivalent, or we may procure a license. If these options
are not available, we will refund to City the amount paid for the affected product in the first year or the
depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for
CTPFOl-WW 02Aprl2 Page 3 of 7
m Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
professional services, the amount paid. CONTRACTOR is not responsible for claims resulting from any
unauthorized use of the products or services. This section shall also apply to deliverables identified as
such in the relevant Support Material except that CONTRACTOR is not responsible for claims resulting
from deliverables content or design provided by City.
24. License Grant. CONTRACTOR grants City a non-exclusive license to use the version or release of the
CONTRACTOR -branded software listed in the Order. Permitted use is for internal purposes only (and not
for further commercialization), and is subject to any specific software licensing information that is in the
software product or its Supporting Material. For non-CONTRACTOR branded software, the third party's
license terms will govern its use.
25. Updates. City may order new software versions, releases or maintenance updates ("Updates"), if
available, separately or through an CONTRACTOR software support agreement. Additional licenses or
fees may apply for these Updates or for the use of the software in an upgraded environment. Updates
are subject to the license terms in effect at the time that CONTRACTOR makes them available to City.
26. License Restrictions. CONTRACTOR may monitor use/license restrictions remotely and, if CONTRACTOR
makes a license management program available. City agrees to install and use it within a reasonable
period of time. City may make a copy or adaptation of a licensed software product only for archival
purposes or when it is an essential step in the authorized use ofthe software. City may use this archival
copy without paying an additional license only when the primary system is inoperable. City may not copy
licensed software onto or otherwise use or make it available on any public external distributed network.
Licenses that allow use over City's intranet require restricted access by authorized users only. City will
also not modify, reverse engineer, disassemble decrypt, decompile or make derivative works of any
software licensed to City under this Agreement unless permitted by statute, in which case City will
provide CONTRACTOR with reasonably detailed information about those activities.
27. License Term and Termination. Unless otherwise specified, any license granted is perpetual, provided
however that if City fails to comply with the terms ofthis Agreement, CONTRACTOR may terminate the
license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon
expiration, City will either destroy all copies ofthe software or return them to CONTRACTOR, except that
City may retain one copy for archival purposes only.
27.1 The term of this Agreement will be effective for a period of 24 months from the date first above written.
The City Manager may amend the Agreement to extend it for one additional one (1) year periods or parts
thereof in an amount not to exceed Ninety-thousand dollars ($ 90,000) per Agreement year. Extensions
will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of
funds by the City Council. The parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
28. License Transfer. City may not sublicense, assign, transfer, rent or lease the software or software license
except as permitted by CONTRACTOR . CONTRACTOR -branded software licenses are generally
transferable subject to CONTRACTOR's prior written authorization and payment to CONTRACTOR of any
applicable fees. Upon such transfer. City's rights shall terminate and City shall transfer all copies ofthe
CTPFOl-WW 02Aprl2 Page 4 of 7
Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
software to the transferee. Transferee must agree in writing to be bound by the applicable software
license terms. City may transfer firmware only upon transfer of associated hardware.
29. License Compliance. CONTRACTOR may audit City compliance with the software license terms. Upon
reasonable notice, CONTRACTOR may conduct an audit during normal business hours (with the auditor's
costs being at CONTRACTOR's expense). If an audit reveals underpayments then City will pay to
CONTRACTOR such underpayments. If underpayments discovered exceed five (5) percent ofthe contract
price. City will reimburse CONTRACTOR for the auditor costs.
30. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified
as such at disclosure or ifthe circumstances of disclosure would reasonably indicate such
treatment. Confidential information may only be used for the purpose of fulfilling obligations or
exercising rights under this Agreement, and shared with employees, agents or contractors with a need to
know such information to support that purpose. Confidential information will be protected using a
reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt
or (if longer) for such period as the information remains confidential. These obligations do not cover
information that: i) was known or becomes known to the receiving party without obligation of
confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by
law or a governmental agency.
31. Personal Information. Each party shall comply with their respective obligations under applicable data
protection legislation. CONTRACTOR does not intend to have access to personally identifiable
information ("PII") of City in providing services. To the extent CONTRACTOR has access to City PII stored
on a system or device of City, such access will likely be incidental and City will remain the data controller
of City PII at all times. CONTRACTOR will use any PII to which it has access strictly for purposes of
delivering the services ordered.
32. US Federal Government Use. If software is licensed to City for use in the performance of a US
Government prime contract or subcontract. City agrees that consistent with FAR 12.211 and 12.212,
commercial computer software, documentation and technical data for commercial items are licensed
under CONTRACTOR's standard commercial license.
33. Global Trade compliance. Products and services provided under these terms are for City's internal use
and not for further commercialization. If City exports, imports or otherwise transfers products and/or
deliverables provided under these terms. City will be responsible for complying with applicable laws and
regulations and for obtaining any required export or import authorizations. CONTRACTOR may suspend
its performance under this Agreement to the extent required by laws applicable to either party.
34. Limitation of Liability. CONTRACTOR's liability to City under this Agreement is limited to the greater of
$1,000,000 or the amount payable by City to CONTRACTOR for the relevant Order. Neither City nor
CONTRACTOR will be liable for lost revenues or profits, downtime costs, loss or damage to data or
indirect, special or consequential costs or damages. This provision does not limit either party's liability for:
unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud;
wilful repudiation ofthe Agreement; nor any liability which may not be excluded or limited by applicable
law.
CTPFOl-WW 02Aprl2 ^^^^
'3
Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
35. Disputes. If City is dissatisfied with any products or services purchased under these terms and disagrees
with CONTRACTOR's proposed resolution, we both agree to promptly escalate the issue to a Vice
President (or equivalent executive) in our respective organizations for an amicable resolution without
prejudice to the right to later seek a legal remedy.
36. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes
beyond its reasonable control, except for payment obligations.
37. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any
material obligation and fails to remedy the breach within a reasonable period after being notified in
writing ofthe details. If either party becomes insolvent, unable to pay debts when due, files for or is
subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement
and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond
termination or expiration ofthe Agreement will remain in effect until fulfilled and will apply to both
parties' respective successors and permitted assigns.
38. General. This Agreement represents our entire understanding with respect to its subject matter and
supersedes any previous communication or agreements that may exist. Modifications to the Agreement
will be made only through a written amendment signed by both parties. The Agreement will be governed
by the laws of the country of CONTRACTOR or the CONTRACTOR Affiliate accepting the Order and the
courts of that locale will have jurisdiction, however, CONTRACTOR or its Affiliate may, bring suit for
payment in the country where the City Affiliate that placed the Order is located. City and CONTRACTOR
agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Claims arising or raised in the United States will be governed by the laws of the state of California,
excluding rules as to choice and conflict of law.
{Signatures follow on next page}
CTPFOl-WW 02Aprl2 Page 6 of 7
84
Agreement Number(s) where required:
HP:
Customer:
Effective Date (if applicable):
Term Length (if applicable)
m
AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
^^/^
Matt Hall, Mayor
ATTEST:
By:
2^
(sign here) BARBARA ENGLESO]
City Clerk
A
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. E^^^R^ity Attorney.
BY:
Autonomy | HP Software
Reviewed and Approved as to Form and Content
- HP Software Legal Department
By: —-
Paul Leili/Contracts Negotiator
Date : September 30, 2014
CTPFOl-WW 02Aprl2 Page 7 of 7
Subscribed and sworn to before me by Elizabeth Leach. Contract Administrator, of Hewlett-Packard
Companv this Go davot AeO^CfV^hcr . 20 I ^1 .
Notary Public PAUIA BRUNER
NOTARY PUBLIC-STATE OF ARKANSAS
FAULKNER COUNTY
My Commission Expires 02-20-2017
Commission #12359363
[Seal of Notary] My Commission Expires: _
HewteR-Packard Company
30CK) Hanover st
Palo Alto, CA 94304
hp.com
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONTRACTS. BID BONDS. AND PERFORMANCE BONDS
I certify that Elizabeth Leach is authorized to sign bids, quotes, contracts, bid bonds and performance
bonds with govemment agenctes, and other customers on b^alf of Hewlett-Packard Company, in an
amount of $5,000,000 and affimn that his/her signature shall be binding on Hev^tt-PackarjEl^Company. This
authorization sh^i expire on February 28,2015 A
Dated:
^uart MdLean, Manager - Americas Contract
Operations.
"RESOLVED: That Dennis Pryor and Sbxart McLean, each one separately, ts hereby empowered on behaif of
Hewlett-Packard Company to sign bids, quotations, leases and conbacts with customers and govemment
agencies, up to an amount of $50,000,000.00, including such bids and perfomfiance bonds as may be required
in connection with such bids and contracts, and is further empowered to authorize emptoyees of the Company
to sign such bids, questions, leases, contracts and bid and performance bonds."
I, Rishi Varma, do hereby certify that I am the duly appointed Senior Vice President, Deputy General Counsel
and Assistant Secretary of Hewlett-Packard company, a Delaware corporatton; that the foregoing is a full, true
and correct copy of the resolution adopted by the Board of Directors of said corporation on November 20,2013;
and that the resolutton has not been annulled, rescinded, or revoked and remains in full force and effect.
IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Company
Dated:
RisHl Varma
(SEAL)