HomeMy WebLinkAboutVelocity Technology Solutions Inc; 2010-02-16;DocuSign Envelope ID: 915AC4A9-7082-4E13-8B0B-FE7CA071B8E7
Vel(-)city ATTACHMENT A
Amendment 001 to Service Description No. 004
This Amendment No. 001 is entered into as of the date last signed by a party hereto, and made a part of Service Description No.
004 ("SD#4") dated January 25, 2017, and the Master Agreement for Velocity Services, including (1) the Addendum to the
Master Service Agreement for Application Management and Hosting Services, (2) the Addendum to the Master Service
Agreement for Consulting Services and (3) Rider to the Master Agreement, all dated as of February 16, 2010 (collectively the
"Agreement") by and between Velocity Technology Solutions, Inc. ("we", "us", "our" or "Velocity"), and City of Carlsbad
("Customer").
The parties hereby amend the above referenced SD#4 as follows, all effective July 1, 2020:
1. The paragraph below the first table in Section 1 of Attachment 00 I to SD#4 is deleted replaced in its entirety to read as follows:
The Additional Applications consist of: lnfor ADFS ($607.00), Microsoft Add-ins ($350.00), lnfor Process Automation
($1,117.00), Design Studio ($195.00), Lawson Business Intelligence (2 core) ($1,450.00), lnfor Workplace Standard (incl
SharePoint) ($650.00), BSI TaxFactory ($695.00), Disaster Recovery ( 48 hour RTO, 24 hour RPO) (incl.), LDAP Bind (incl.) and
VCAMP Base License Fee ($2,524.21) (the "VCAMP Base License Fee"). The VCAMP Base License Fee is included in the
current monthly Application Service Fee hereunder.
2. The following paragraph in Section 4 Term of SD#4 is deleted and replaced in its entirety to read as follows:
The term of SD#4 shall begin on January 25, 2017 and shall expire on June 30, 2022 (the "Service Description Term"), unless
terminated earlier or extended in accordance with SD#4 or the Agreement. Notwithstanding Section 4 of SD#4, the Services under
SD#4 and Attachment 001 shall end on June 30, 2022; however, the parties may, upon mutual written consent, renew SD#4 for
two (2), one (1) year renewal terms (each a "Renewal Term"). Thereafter, SD#4 may only be renewed by mutual written consent
of the Parties and, notwithstanding anything to the contrary herein, in the event that either Party gives the other Party a written
notice of non-renewal as provided in the Agreement, Velocity will not thereafter be obligated to provide Customer with Upgrades
as provided in Section 1.H.
3. Effective July I, 2020, the minimum Application Service Fee set forth in Section 2 of Attachment 001 to SD#4, as currently in
effect, is increased by seven thousand two hundred eighty-four dollars ($7,284.00) per year, payable yearly in advance for an annual
aggregate Application Service Fee of three hundred fifty-seven thousand nine hundred thirty-five dollars and eighty-eight cents
($357,935.88).
4. Terms bearing initial capital letters not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Except
as otherwise expressly provided herein, the terms of the Agreement, and its Service Descriptions and Attachments, all remain in
full force and effect. In the event of any conflict, the terms of this Amendment No. 00 I shall control over any contrary provision
of the Agreement, its Service Descriptions or Attachments with regard to the subject matter set forth herein.
H s caused its authorized representative to execute this Amendment No. 00 I as of the date set forth above:
By:
Name (type or print)
Title
Date
June 23, 2020
VELOCITY TECHNOLOGY SOLUTIONS, INC.
1
By: James
Mcinnes
James Mcinnes
Name (type or print)
coo
Title
17 June 2020
Date
Velocity Technology Solutions, Inc.
Proprietary and Confidential Information
Form 2015-07-13 OocuSlgn CTR#007262 Item #5 Page 6 of 10 June 23, 2020 Item #5 Page 6 of 10
June 23, 2020 Item #5 Page 7 of 10
June 23, 2020 Item #5 Page 8 of 10
June 23, 2020 Item #5 Page 9 of 10
DocuSign Envelope ID: 915AC4A9-7082-4E13-8B0B-FE7CA07188E7
Vel@city
Change Management
In the event that Customer requests Services that are not defined or authorized in the scope of this Service Description,
the Velocity Engagement Manager will develop a Service Description Amendment to identify the requested Services
and the impact of this change. A Service Description Amendment will become effective only when signed by both
parties. In certain circumstances, a separate Service Description for the expansion of Services will be required.
Project Sign Off
Upon completion of Customer validation of Customer's instance of the Applications, the Customer Executive Sponsor
will confinn Customer acceptance of the Services by signing a Project Acceptance Letter ("Project Sign Off'). Project
Sign Off represents completion of the Project Period and the Services. In the event a Project Acceptance Letter is not
signed, Project Signoffwill be deemed to have occurred on the date which is five (5) business days from completion
of Customer's validation of Customer's instance of the Applications.
Relation to Agreement
This Service Description is incorporated into and governed by the Agreement. The provisions of this Service
Description shall control over any inconsistent terms of the Agreement. Tenns bearing initial capital letters not
otherwise defined in this Service Description have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Service Description by their duly authorized
representatives as of the date set forth above.
Title
Date
June 23, 2020
VELOCITY TECHNOLOGY SOLUTIONS, INC.
4
James Mcinnes
Name (type or print)
coo
Title
17 June 2020
Date
Velocity Technology Solutions. Inc. Services Desctiption
Proprietary and Confidential Information
Form 2018-09-07-DocuSlgn
CTR#007192
Item #5 Page 10 of 10 June 23, 2020 Item #5 Page 10 of 10
Attachment A
Vel city
Service Description Number 004 for Velocity Services
This Service Description Number 004 is entered into as of the date last signed by a party hereto, and is attached to alld made a part
of the Master Agreement for Velocity Services, including (1) the Addehdum to the Master Agreeme11tjor Application Ma11agement
mul Hosting Services, (2) the Addendum to the Master Agreement for Consulting Services, (3) Rider to the Master Agreement, and
(4) Application Management llnd Hosting Services Service Description Number 1, all dated as of February 16, 2010 (collectively
the "Agreement'') by and behveen Velocity Technology Solutions, Inc. ("we", "tis'~ "m,r" or "Velocity''), and City of Carlsbad
(''you", ''your", "Client" or "Customer''). Nohvithstandi11g anything to the contniry contained herein or othenvise, if Customer
has not executed this Service Description 011 or before January 31, 2017, Velocity may, by notice to customer, rescilld this Service
Description a11d this Service Description shall be void and of 110 force or effect.
1. Services
Velocity will provide the following Services to Customer during the term of this Service Description solely for use in accordance with
the Agreement by those persons identified by Customer who are authorized to use the Services in accordance with the Agreement
("Authorized Users"), in return for the consideration specified, under the terms of the Agreement and this Service Description:
A. Applications. Velocity will provide remote access to computing, software, communications and data storage resources
enabLing Customer to perform operations using the software functionality descnoed on the Attachments to this Service Description
(referred to as the "Applications"). Except as otherwise stated on those Attachments, Customer is responsible for separately licensing
the Applications and supplying them to Velocity for its use in providing the Services.
B. Service Resources. Velocity will be responsible for selecting, providing and operating the data center facilities, computing
hardware, system software, database software, data storage and other resources needed to make the Applications available to
Customer as provided herein (the "Service Resources'). The Service Resources shall be provided at a facility provisioned by Velocity
(the "Fac:ility").
C. Operations. Velocity will operate the Service Resources in the Facility at all times (7 x 24, 365 days per year). The
Applications shall be scheduled for availability to Customer at all times except when back-ups of Customer's environment and system
maintenance activities are occurring within the "Back-up Period" defined in the Data Storage and Back-up Section below, and less any
"Scheduled Systems Time' {defined below). Customer's ability to access the Applications win be monitored per Section 2 below
throughout the "Transaction SLA Period" which is from4:00 AM to l l :00 PM, Central Time all days (7 x 19, 365 days per year), also
less any "Scheduled Systems Time'. Scheduled Systems Time is time within the Trnnsaction SLA Petiod when the Applications may
not be ava:ilable for use: (i) by agreement of the parties; (ii) for up to eight (8) hours per month as scheduled by Velocity outside of the
"CSC Hours" defined in the Functional Support Section below; or (iii) for up to four (4) hours at least once per week between 12:00
AM to 4:00 AM, Central Time for maintenance, including but not limited to patching, refreshes and downloads. Velocity will provide
three (3) business day's advance notice of Scheduled Systems Time through its customer support procedures for all Services used by
the Customer in the active operation of its business after in1plementation and testing have been completed ("Production Services").
Scheduled Systems Time during the "Development Period" will be coordinated with the "Development Team", each as defined in the
Development Support Section below.
D. Customer Administration; Secmity Officer. The 'Customer Contact'' designated in Section 5 below will provide Velocity
with the name of at least one Customer employee authorized to act as Customer's Security Officer. Only the Customer Contact may
add or remove the designation of a Security Officer. When more than one Security Officer is designated by the Customer (i.e. primary
Security Officer and backup Security Officer or multiple Security Officers), each shall be authorized to act as Customer's Security
Officer individually. The Security Officer will be responsible for coordinating Customer's compliance with Velocity's security
procedures as referenced in the Agreement. The Security Officer will designate those Customer personnel who are authorized to be
Authorized Users and the extent of the access to the Applications each will have in using the Services. The Security Officer will
promptly update those designations for changes in Authorized Users or the extent of their access. Velocity will complete the initial
account set-up for Customer's Authorized Users based on the Security Officer designations. The following actions (referred to as
"Administrative Requests") are the exclusive responsibility of the Security Officer and will be effected by Velocity promptly as
requested by the Security Officer through the Helpline Service described below: (i) additions, deletions or changes to Customer's list
of Authorized Users or "Authorized CSC Contacts" (as de-fined below) (ii) changes to the extent of Authorized User's access to the
Applications; (iii) requests for copies of Customer product lines or data and (iv) declarations of''CriticalProcess Periods" (as defined
below).
E. Helpline Service. Velocity will provide a Helpline service staffed at all times (7 x 24, 365 days per year) to receive problem
reports or service requests from Customer. Velocity will address all Customer Administrative Requests, problem reports and other
service requests submitted to the Helpline ("Helpline Issues") through its "Operational Support" and "Functional Support'' described
below in accordance with the Service Level Targets for Helpline Services set forth in Section 2 below. Updates on significant
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form 2016-04-08 DocuSign CTR#003072 Item #5 January 24, 2017 Page 6 of 32
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developments for open Helpline Issues will be supplied to the Customer at least daily through the On-line Support Services described
below.
F. Operational Support. Velocity will perform Operational Support through its Operations Center staffed at all times (7x 24,
365 days per year). Operational Support consists of: (i) remedial and preventative maintenance of the Service Resources designed to
minimize the occurrence and duration of any Service interruption (ii} responding to Helpline Issues submitted by any Customer
representative regarding operating problems with the Service Resources, problems in completing tasks which previously worked in
production, and requests for status ort Customer jobs submitted to the Service Resources and (iii) responding to Administrative
Requests. Velocity will be responsible for procuring and administering vendor-provided maintenance for the Service Resources.
Changes made to products or product release levels used in the Services Resources will be completed in accordance with Velocity
Change Management Procedures referenced in the Change Management Section below.
G. Functional Support. Velocity will perform Functional Support through its Customer Service Center ("CSC'') staffed from
7:00 AM to 7:00 PM, Central Time, Monday through Friday, excluding Velocity holidays (which wiU not number more than ten (10)
per calendar year) ("CSC Hours"). Functional Support consists of responding to Helpline Issues regarding the functioning and use of
the Applications submitted by Customer's "Authorized CSC Contacts" (defined below). The Security Officer will provide Velocity
the names of up to six (6) Customer employees who have a substantial level of functional and procedural knowledge regarding
Customer's use of the Applications to serve as its initial Authorized CSC Contacts and will designate the level of authority each will
have. Customer will acquire training for employees lo serve as Authorized CSC Contacts ifrequired to establish that knowledge. The
Security Officer will promptly update the designation of Customer's Authorized CSC Contacts for changes in personnel or levels of
authority.
H. Upgrade Support. Velodty will provide support for the Applications through implementation of vendor-provided
modifications including remedial "Patches" addressing reported performance or functionality problems and "Upgrades'' consisting of
new releases or versions of the Applications or supporting software issued by the vendor of that Application as part of its software
maintenance offering typically indicated by a change in the numeric identifier of that software. Velocity will implement Application
Patches and Upgrades in accordance with the Change Management Section set forth below in a mutually agreed upon and
commercially reasonable timeframe following its receipt of the Patch or Upgrade from the software vendor. Customer is responsible
for separately procuring vendor-provided maintenance of the Applications to be supplied by it wider terms permitting Velocity to
receive and adininister that vendor-provided maintenance on Customer's behalf. Velocity is responsible for procuring and
administering vendor-provided maintenance for any Applications to be supplied by Velocity. Notwithstanding anything to the
contrary contained herein or otherwise, Velocity wiU not be required to provide Customer with Upgrades as provided in this
Agreement if there is less than twelve (12) months remaining in the then current Service Description Term
1. On-line Support. Velocity will provide Customer access to such on-line documentation and user support materials as
Velocity makes generally available to users of the Applications. On-line support includes access to reports regarding Customer's use
of the Services and the status ofopen Helpline Issues.
J. Development Support. Tbe "Development Period'' begins on the Statt Date defined in Section 4 below and ends upon the
implementation of the Applications into Production Service being performed by Customer and Velocity and their respective
contractors on that project, if any (the "Development Team"). During the Development Period, Velocity will provide data center-
related support for that implementation including assistance in the technical process of con,,erting legacy data, the promotion of
programs through the development environment, functional support of conference room pilots, data handling (such as making copies
for additional Application Product Lines, restoring data and reorganizing data sets) and general telephone support regarding the
Applications and the Services to the Customer and Velocity personnel on the "Development Team".
K. Application Product Lines. Velocity will provide Customer with four (4) separate product Lines of the Applications i.n
Production Services, one (1) product line (a data and code fostance) within one (1) environment (a common set of run time services) is
to be used for Production Services, and three (3) product lines (data and code instances) within another environment (a common set of
run time services) is to be used for development, testing, or training. Data refreshes of non-Production product lines will be provided
based on availability of Velocity resources and request by Customer through the Velocity Helpline.
L. Data Storage and Back-up. Velocity will make available to Customer data storage space on which to maintain Customer
Data in a manner that makes it accessjble for use with the Applications and Customer-Provided Software. Velocity wW provide back-
ups of Customer Data used in Production Services in accordance with Velocity standard data back-up procedures, which shall include
off-site storage of backup media. Back up procedures shall be conducted between 11 :00 PM and 4:00 AM Central Time, all days (the
"Back-up Period"). Velocity will provide data and configuration backups of its provided storage for Applications, Customer-Provided
Software and Customer Data such that no more than one ( l) Transaction SLA Period of transactional data is lost -in the event of an
environmental, system, or applications incident affecting the Production Services. For data restoration efforts requested by Customer
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through Velocity's standard req_uest procedures resulting frorn Customer functional or procedural en-ors, Velocity will provide up to
one (I) such restore per calendar quarter at no Additional Charge to the Customer. Additional Customer requested restores shall be
provided with Additional Charges at Velocity's then-current applicable commercial bow-ly support rates will be chargeable, with a
minimum charge of two (2) hours per request Velocity will provide a timely copy of the Customer-Provided Software and Customer
Data in its then-cunent form to Customer upon Customer's request through Velocity customer support procedures at the Additional
Charge of five hundred dollars ($500.00) per request.
M. Change Management. For all Production Services, Velocity will follow ''Change Management Procedures" in completing
changes in the products or product release levels used in the Service Resources and in implementing Application Patches and
Upgrades (collectively "Change Events"). Those Change Management Procedw-es will in all cases provide for the following: (i
advance notification to the Secw;ty Officer of the Change Event, its nature and expected timetable; (ii) preparation of a Change Event
plan (to be in writing at all times via the On-line Support system) which identifies the Change Event, testing steps, back-out plans and
other appropriate risk mitigation measures, and is submitted to the Velocity Change Management Approving Authority and as
applicable, the appropriate Customer contact, for approval prior to implementation; (iii) pre-testing of changes in non-Production
Service environments or, in the case of Service Resource Change Events, in time periods outside of the Transaction SLA Period; (iv)
coordination of the implementation of tne Change Event with the Security Officer; (v) verification of the successful completion of the
Change Event internally and with the Security Officer; and (vi) posting the results of the Change Event to Velocity change
management records.
N. Critical Process Periods. When notified by Customer through Velocity procedures of occasions where Customer is engaged
in using Production Services for critical business processes involving special efforts by Customer including, but not limited to, such
matters as fiscal year closes ("Critical Process Periods"), Velocity will: (i) notify its operations and Customer Service Center
personnel of that situation (ii) avoid Scheduled Systems Time during that Critical Process Period and (iii) accelerate the response to an
escalation of Service Help arising during that Critical Process Period. Those special efforts of Velocity are subject to the availability
of resources and the need of Velocity to maintain appropriately its service offerings and operations infrastructure for its business
generally. Customer will identify Critical Process Periods only for events outside of typical performance of Customer's work.
Customer wiJ I prompt! y notify Velocity once the need for a Critical Process Period has been identified, which is expected to be at least
frve (5) business days in advance, in most cases. Critical Process Periods are not expected to occur more :frequently than once per
calendar quarter or to last longer than one (1) day in duration.
0 . Disaster Recovery. A "Contingency Event" consists of an unplanned event or condition that renders Velocity unable to use
the Facility for ptuposes of providing Production Services, excluding elements that were then only in development or testing mode
and excluding any Customer-provisioned elements such as telecommunications services or software being separately ordered by
Customer that Velocity is not managing as part of its defined Services. If Velocity experiences a Contingency Event it will provide
for restoration of such Production Services, after the occurrence of the Contingency Event, as set forth in the Attachments to t11is
Service Description through a VPN or other encrypted network connection.
P. Telecommunications. Site-to-Site VPN -Customer will provide appropriate access for Velocity to provide the Services.
Customer and Velocity will provide VPN telecommunications Service consisting of use of a Customer-snpplied Internet connections
and routers from the Customer's primary and disaster recovery sites to the Velocity facility through a Velocity-supplied Internet
connection and router. Velocity personnel wrn consult by telephone with Customer telecommunications personnel regarding the
configuration VPN tunnels. Once installed, Customer will continue to manage its Internet connections and routers.
Q. ODBC Database Access. ODBC Database Access services consist of remote Open Database Connectivity ("ODBC") to
Customer Data for data extract and repmti,ng purposes. ODBC Database Access will be limited to Authorized Users designated by the
Customer's Security Officer. Each batch process using ODBC Database Access will be considered an Authorized User. The ODBC
Database Access associated with each Authorized User may be further restricted such that it d0es not negatively impact Customer's
on-line transaction or batch processing. Should such a restriction become necessary, Velocity will promptly notify Customer and
coordinate a resolution that minimizes negative material impact to Customer's critical business processing. These limitations may
include, but are not limited to, total CPU time, maximum CPU time per SQL call, maximum time per session, maximum simultaneous
sessions per Authorized User, maximum data block reads per session, maximum data block reads per SQL call, and maximum amount
of private space that a session can allocate from the shared system global area.
R. VCAMP. Velocity hereby grants Customer, during the Term, a personal, revocable, non-exclusive, non-transferable, non-
sublicensable license and right to use the Velocity Cloud Application Management Platform ("VCAMP") software (the "VCAMP
Software") solely for Customer's use in connection with Customer's internal, routine business operations (the "Purpose"), and for no
other purpose (the foregoing referred to as tbe "VCAMP Base License"). Velocity will furnish Customer with access to one copy of
the VCAMP Software on a subscription basis as reasonably needed by Customer to accomplish the Purpose and as specified in this
Service Description. Upon expiration of the Term or termination or expiration of the Agreement for any reason, the VCAMP Base
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Form 2016-04-08 DocuSign CTR#003072 Item #5 January 24, 2017 Page 8 of 32
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License shall immediately terminate and Customer shall immediately cease all uses of any VCAMP Software, and any related written
materials and upon request shall return all copies of the same to Velocity. Velocity may offer additional VCAMP Modules,
Applications or Products for additional fees that may be further Licensed and included in the VCAMP Software and such additional
applications or products and the related fees (as applicable) shall be set forth in an Amendment. For purposes of Section 2 of this
Service Description, the VCAMP Software and related applications shall not be considered Production Services. The VCAMP Base
License includes the Service Management Module for Customer's use in connection with the Purpose.
2. Service Level Targets
Velocity will apply its efforts consistent with the Agreement to achieve the following 'Service Level Targets" in !be delivery of its
Production Services:
A. Helpline Services. The following Service Level Targets apply with respect to the following types of Helpline Issues affecting
Production Services, provided that the inability to access or use is not caused by a software failure or malfunctions or events which are
outside Velocity's Immediate Control (as defined below):
Issue Definition Service LeveJ Tar~ets
An Urgent Priority Issue ("UPl") is the inability for a majority of the Velocity will: (i) respond to Customer within thirty (30)
Authorized Users to access one (1) or more Applications through the minutes after Customer duly reports a UPI by a return
Services for a period longer than five (5) consecutive minutes during phone call from a Velocity contact person qualified to
the Transaction SLA Period due to the failure of a Service component address the reported condition and (i.i) target resolution of
not caused by Customer's unauth01ized or improper use. Customer the UPI within two (2) hours following that report.
and Velocity will participate -in discussions regarding the cause and
effect of each UPI to identify appropriate avoidance, risk mitigation
and similar appropriate responsive measures.
A High Priority Issue ("HPI") is either: (i) the inability of two (2) or Velocity will: (i) respond to Customer within one (1)
more Authorized Users to use one or more of the Applications through hour after Customer duly reports an HP[ by a return
the Services for a period longer than five (5) consecutive minutes phone call from a Velocity contact person qualified to
during the Transaction SLA Period due to the failure of a Service address the reported condition and (i.i) target resolution of
component not caused by Customer's unauthorized or improper use or the RPI within eight (8) CSC Hours following that report.
(ii) existing Service functionality does not operate properly for a
critical Customer busi.ness process due to the failure of a Service
component not caused by Customer's unauth01ized or improper use.
A Medium Priority Issue (''MPI'') is the verifiable occurrence where Velocity will: (i) respond to Customer within four (4)
Service response time is slow, accessibility is materially restricted for a CSC Hours after Customer duly reports an MPl by a
period longer than five (5) consecutive minutes during the Transacti.on return phone call from a Velocity contact person qualified
SLA Period, or existing Service functionality does not operate properly to address the reported condition and (ii) target resolution
due to the failure of a Service component not caused by Customer's of the MPI witbi.n six.teen (16) CSC Hours following that
unauthorized or improper use. report.
A Low Priority Issue ("LPI") is a reciuest from a Customer Authorized Velocity will: (i) respond to Customer within four (4)
Support Contact for functional assistance with an Application, or other CSC Hours after Customer duly reports an LPI by a
requests related to the performance of the Services by Velocity, return phone call from a Velocity contact person qualified
excluding Administrative Requests. to address the reported condition and (ii) target resolution
of the LPI within twenty-four (24) CSC Hours following
that report.
Administrative Requests will be responded to promptly by Velocity. The notification of issues defined above may be by phone or
through the On-line Support system.
B. Transaction Availability. The Service Level Target for "Production Service Availabifay" over each calendar month is
ni.nety-nine and one half percent (99.50%). Velocity will implement measures to test the ability to complete representative non-
i.ntrusive user transactions for each Production Service by submission of simulated transaction functions from a monitoring system
located at the Facility on approximately five (5) minute i.ntervals and will log the results of those test submissions. Production Service
Availability for any calendar month is defined as those times within the Transaction SLA Period within that month when the
Production Services can be accessed through those test means as a percent of the total Transaction SLA Period how:s occurring in that
tno.nth (determined based on Velocity's monitoring of the Production Services, including, but not limited to, the simulated transaction
functions and Customer problem reports).
fmmediate Conh·ol is defined as Velocity's network services to the Internet Service Provider ("ISP'') circuit termination point on the
router in Velocity's data center (i.e., public Internet connectivity aud Service Resources provided by Velocity and managed at the
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Velocity data center. Immediate Control shall exclude (i) Customer's data and content; Customer's desktop computer hardware; and
Customer's network services Which allow the Customer to access the Velocity Services. These components are controlled by the
Customer and their performance or failure to perform can impair or disrupt Customer's connections to the Internet and the
transmission of data, (ii) the delivery, pe1formance and functionality of Customer provider Applications software and the services
provided by third party software licensors, and (iii) the flo w of data to or from Velocity's network and other portions of the Internet
which depends on the performance of Internet services provided or controlled by third parties. The actions or inactions of third parties
can impair or disrupt Customer's connections to the Internet or portions tbeJ"eof and the transmission of data.
C. Lifecycle Management. For each Change Event, Velocity will conduct its activities in accordance with the Change
Management Section above, including, without limitation, adhering to the Velocity responsibilities set forth in written Change Event
plans when established by the parties according to those Change Management Procedures.
3. Charges
A. Service Charges. The charges payable by Customer to Velocity for the Services described m this Service Description (the
''Service Charges") are set forth in the Attachments hereto.
B. Additional Charges. In addition to the Service Charges, Customer will: (i) reimburse Velocity for all documented shippmg,
printing, copying, and other mcidental services reasonably incurred by Velocity in providing the Services requested by Customer at
Velocity's cost therefore; and (ii) pay Velocity, at separately agreed rates, for other additional expenses and services, including, but
not limited to, travel, hourly additional support or consulting services, remedy of customer functional or procednral use errors,
additional data storage or back-up Services, telecommunications carrier charges for Services provisioned by Velocity, all as may be
agreed in advance and in writing by the authorized Customer Contact and authorized Velocity personnel "Additional Charges'). All
Additional Charges shall be payable monthly, in arrears.
4. Term
Initial Term and Renewal. The initial term of this Service Description shall begin upon the execution of this Service Description by
the last party to execute this Service Description Number 004 (the "Start Date") and shall expire on June 30, 2020, (the "Service
Description Tetm'') unless terminated earlier or extended in accordance with this Service Desc1iption or the Agreement. Unless either
party gives contrary written notice to the other at least six (6) months prior to the last date of the then-current Service Description
Term, this Service Description shall automatically renew for a twelve (12) month period beginning illlmediately upon expiration of
that then-current Service Description Term. Notwithstanding anything to the contrary herein, in the event that either party gives the
other party a notice of non-renewal as provided in the previous sentence, Velocity will not thereafter be obligated to provide Customer
with Upgrades as provided in Section 1.H.
5. Notice and Contact Information
The following Customer Contact and Velocity representative are hereby designated as the point of contact to receive notices and
official communications under this Service Description and for authorizing and agreeing to the terms for Services resulting in
Additional Charges:
Customer Contact:
Name: Nicholas Lourian
Title: Chief Information Officer
Address: 1635 Faraday Ave
Carlsbad, CA, 92008
Phone: (760)602 -2454
Email: Nic holas.lourian(1v.carJ badca.gov
Velocity Representative:
Name:
Title:
Address:
Phone:
Email:
Robert Orshaw
Executive Vice President and Chief Operating Officer
1901 Roxborough Road, Floor 4
Charlotte, NC 28211
(704) 357-7705
contracts@velocitycJoud.com
Either party may change its foregoing designation by specifying those changes in a written notice signed by an auth01ized contract
signatory ofthat party and delivered to the other party.
6. Relation to Agreement
This Service Description is incorporated in and governed by the Agreement. The provisions of this Service Description shall control
over any inconsistent terms of the Agreement. Terms bearing initial capital letters not otherwise defined in this Service Description
have the meanings ascribed to them in the Agreement,
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IN WITNESS WHEREOF, the Parties hereto have executed this Service Description by their duly authorized representatives as of the
last date set forth below, provided, however, if not executed by Customer on or prior to January 31, 2017, Velocity, may by
notice to Customer, rescind this Service Description.
Name (type or print)
Title
) i2s)2o'll
Date
Approved as to Form:
CELIA A. BREWER, City Attorney
coo
Title
Date
01/06/ ~ 011-
r '
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Attachment A-1
Vel city
Atta.ch ment 001 for Velocity Service.s
This Attachment 001 is entered into on the same date as Service Description Number 004 and is attached to and made a part
of the Service Description Number 004 by and between Velocity Technology Solutions, Inc. ("we", "us·", "our" or "Velocity"),
and City of Carlsbad ("you" "your". "Client", or "Customer")
I. Applications and Usage:
In the following table:
Column I lists the Applications that are included in the Services· additional software products that are incJuded as Applications
("Additional Applications"), if any, are listed below the table.
Column 2 lists the maximum number of concurrent uses which may be made of each Application by Customer per the terms of
the governing license agreement with the vendor of that Application ("Concurrent Usage"); Concurrent Usage of an Application
in excess of the applicable maximum requires an amendment to this Service Description.
Column 3 lists the number of Authorized Users for each Application or group of Applications (as indicated) included within the
minimum monthly Application Service Fee set forth in Section 2 below.
Column 4 lists the additional monthly Application Service Fees that apply if, at any time in a mouth, Customer designates more
than the number of Authorized Users for those indicated Applications.
Column 5 lists the highest number of Authorized Users who may simultaneously access each Application or group of
Applications (as indicated) at any time ir1 a month ("Simultaneous Users") included within the minimum monthly Application
Service Fee listed below.
Column 6 lists the additional monthly Application Service Fees that app]y if: at any time in a monlh, more than the number of
Simultaneous Users listed in Column 5 simultaneously access those indicated Applications.
Col.umn 1 Column 2 Col umn 3 Column 4 Col.umn 5 Column 6
Application Max Included $ Per Each Included $ Per Eacb
(or Module or Suite, as Concurrent Named User s Additional. Simultaneous Additional
applicable) Licensed Named Oser Users Simul.taneous
Users
Lawson Human Resources
Benefits Administration As Licensed
by The 100 $175.00 N/A N/A
Payroll Software
Provider Absence Management
Employee & Manager Self Service 5,000 $0.40 N/A N/A
The Additional Applications consist of: Microsoft Add-ins ($350.00), Tnfor Process Automation ($1,117.00), Design Studio
($195.00), Lawson Business Intelligence (2 core) ($1 ,450.00), Tnfor Workplace Standard (incl SharePoint) ($650.00), BSI
TaxFactory ($695.00), Disaster Recovery (48 hour RTO, 24 hour RPO) (incl.), LDAP Bind (incl.) and VCAMP Base License Fee
($2,524.21) (the "VCAMP Base License Fee"). The VCAMP Base License Fee is included in the current monthly Application
Service Fee hereunder.
2. Service Charges. The following Service Charges apply:
The minimum Application Service Fee is three hundred two thousand nine hundred six dollars and twenty-eight cents ($302,906.28)
per year, payable yearly in advance for each year within the Service Description Term pro-rated for partial years, to commence upon
execution of this Service Description.
Effective on the Start Date, the terms and conditions of this Service Description shall govern all of the respective rights and
obligations of the Parties with respect to all hosting and I or managed applications services, and all previous Service Descriptions
between the Parties with respect to hosting and I or managed applications services shall be 11uU and void and ofno further force and
7
Velocity Technology Solutions, Inc. Services Description
Form 2016-04-08 DocuSign CTR#003072 Item #5 January 24, 2017 Page 12 of 32
Vel city
effect. For the sake of clarity, the Master Agreement for Velocity Services dated as of February 16, 2010 shall remain in full force
and effect. The Services of this Service Description are not intending to and shall not directly change the following procedures and
processes established with the Customer prior to the Start Date: Scheduled System Times I maintenance windows; notification and
coordination of system maintenance; scheduling and coordination of application patching; scheduling of backups; and data refreshes
to the non-production environments. Velocity provided support for tbe Lawson v9.x to Lawson 10.x upgrade is: (i) included in the
Services of this Service Description at no additional cost to the Customer; (ii) intended to be completed within twelve (12) months
following the Start Date; and, (iii) includes evaluation and retrofit if required of existing customizations, ProcessFlows, Smart Notes,
BLI reports, interfaces, dashboards and Design Studio changes. The upgrade process and project plan shall be further defined and
agreed upon in the 'Lifecycle Management Agreement'.
All Application Service Fee prices and charges shall increase annually as of each anniversary of the Start Date, by a percentage equal
to the greater of (i) the percentage increase in the Consumer Price Index -All Urban Consumers of the Bureau of Labor Statistics of
the U. S. Department of Labor for U.S., for All Items with Base Years 1982-84=100 (the "CPI-U Index") or (ii five percent (5%) over
the amount thereof in the previous such annual period. Those annual increases will be measured from the month for which the most
recent index results are published at the time of adjustment. The increase would not be more than five percent (5%) over the amount
of the previous annual period.
3. Access Methods
The Applications shall be accessible through the ( check as applicable):
_~compiled client Interfaces,
_X_ commercial web browser interfaces,
_X_ other user interfaces supported by Velocity (specify): Lawson Software Portal®
4. Obligations of Customer:
Customer will acquire and provide the following items for use in connection with the Services:
All Applications, and vendor-provided maintenance for all Applications, except:
Other software and data:
Other software maintenance:
Hardware and other facilities:
Services and personnel:
5. Service Level Credits:
[n the event Velocity fails to meet the applicable Service Level Targets specified in Section 2 of this Service Description after the
Development Period, then Customer is entitled to the following ' Service Level Credits":
Helpline Services. For each separate and distinct incident whereby Velocity fails to meet the Service Level Target for response to
an Urgent Ptiority Issue the Customer is entitled to a Service Level Credit equal to one (1) day's Application Service Fee for each
affected Production Service. The total credit for any calendar month shall not exceed seventy-five percent (75%) of the monthly
Application Service Fees for the affected Production Service accrning in that month. Such credit would be credited to Customer's
account with.in sixty (60) days of a valid Customer request.
Transaction Availability. For each calendar month in which the Production Service Availability does not meet or exceed tlle
Service Level Target for that month, the Customer is entitled to a credit equal to one (1) day's Application Service Fee for the
affected Production Service for each full percentage point by which the transaction availability is below the Service Level Target,
not to exceed seventy-five percent (75%) of the monthly Application Service Fee for the affected Production Service. Such credit
would be credited to Customer's account within sixty (60) days of a valid Customer request.
Lifecycle Management. For each separate and distinct Change Event with respect to which Velocity fails to meet the Service
Level Target for Customer Applications Lifecycle Management in any material respect the Customer is entitled to a credit equal
to one (1) day's Application Service Fee for the affected Production Service, not to exceed seventy-five percent (75%) of the
monthly Application Service Fee for the affected Production Service. Such credit would be credited to Customer's account
within sixty (60) days ofa valid Customer request.
To receive a Service Level Credit the Customer must request the credit in writing to Velocity Customer Support within ninety (90)
days after the occurrence of the failure to meet the applicable Service Level Target. Valid Service Level Credit requests will be
applied to the Customer's next invoice or, if timely requested after all invoices to become due hereunder have been paid, will be
refunded by Velocity to Customer within thirty (30) days after receiving that valid request. Notwithstanding to the foregoing no
8
Velocity Technology Solutions, Inc. Services Description
For111 2016-04-08 DocuSign CTR#003072 Item #5 January 24, 2017 Page 13 of 32
Service Level Credits shall be paid (i) in the event the Customer is not current with respect to Service Charges payable hereunder; (ii)
if the Customer elects to remain on software or hardware no longer supported by the software or hardware vendor; (iii) the issue is
caused by a software failure or malfunction; or (iv) for failures during the initial ninety (90) days of Production Services or for failures
during the initial ninety (90) days following an Upgrade.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives as of the last date
set forth below, provided, however, if not executed by Customer on or prior to January 31,2017, Velocity, may by notice to
Customer, rescind this Agreement.
CITY OF CARLSBAD
By~
Name (type or print)
Date I ~
Approved as to Form:
CELIA A. BREWER, City Attorney
~--..... y-
By:
rt-on;baw
Name (type or print)
coo
Title
Date
Of /05/~0/7
I I
9
Velocity Technology Solutions, Inc. Services Description
Form 2016-04-08 DocuSign CTR#003072 Item #5 January 24, 2017 Page 14 of 32
Attachment B
Customer Lifecycle Management Project
Summary
Vel@city
Overview
Velocity Technology Solutions, Inc. ("Velocity") is pleased to present City of Carlsbad ("Customer") with this project summary
for a Customer Lifecycle Management ("CLM") project.
Customer has asked Velocity to conduct an "Upgrade" of their Lawson Software, Inc. ("Lawson" or "Lawson Software")
environment. Velocity will assist Customer in developing a detailed project plan and scope statement that balances required updates
with enhanced application functionality, consistent with our change management approach and requirements.
[ Scope and Schedule
Velocity will upgrade Customer's Lawson environment according to the terms and conditions of the effective Agreement. That
Agreemen t will continue to govern all of the respective rights and obligations of the Parties with respect to all hosting and / or.
managed applications services. This environment will be built upon the Velocity 3.0 Architecture.
In summary, V: 1 . will : eoaty
Lawson vlO Roadmap
Current Version
Migrate Oracle. Infer Database to new VTS 3,0 Architecture 11.'g (Unix)
Migrate IPA to ne.w VTS 3.0 Architecture 10.1.0.0
IVligrate. LSI 10 to new \ITS 3.0 Archlte.cture. 10.0.0
Upgrade LSF/Apps to 10
Portal*
(Rebranded as Ming.le, Sharepoint included; Version tied to Browser 9.0.1.11
Version compatibility)
Portal 53 Apps
(Versions compatibility specified by browser) 9.0.1.9
sESS/MSS 9.0.1.X
53 LID Varies by client machine
Microsoft Office Ad dins Varies by client machine
Upgrade all ahcillary items
Design Studio (new tool Configuration Console utilized for modifying 9.0.1.11.231 LPL forms)
BSI VlO.O.m
Lawson Security Administrator Varies by client machine
Resource Manager Varies by client machine
Add-ins for MS Office Varies by client machine
Component
Infor S3 Environment
Infor S3 A pplications
Upgrade From:
9.0.1.11
9.0.1.9
Upgraded Version
12c (Linux)
10.1.0.0
(or greater)
10.4.xx
(or greater)
10.0.8.0
(or greater)
10.0.5.0
(or greater)
10.0.5.0
(or greater)
Retired for core users.
Maintained for system
administrators
Customer Responsibility
10.0.6.0 or greater
V10.0.x
Customer Responsibility
Customer Responsibility
Customer Responsibility
Upgrade To:
10.0.8 or greater
10.0.5 or greater
Velocity is prepared to commit resources for the Customer's project aligned with the following dates:
Target Project Initiation / Kick-off:
Target Go Live:
January 2017
May 2017
Further definition of the scope and schedule will be outlined and mutually agreed to within the detailed Project Plan and/ or Service
Description ("SD") as appropriate.
Gi~ ef Cer:lshad6ih of CarlsBed 2016:09-30 -PRFf#4 t:TctA re, IAf.Gr 1 a 1 ~_£S _ I 6 apdEMea Page 1 of3 Item #5 January 24, 2017 Page 15 of 32
Customer Lifecycle Management Project
Summary
Vel@city
I Velocity Service Commitments
Project Services:
.. ..
•
•
•
•
ll,
•
•
•
•
•
•
•
•
•
•
• ..
•
ll
..
•
ll.
•
•
•
Operations Suppo1t, resolving all reported project issues; and,
Provide post go-live support .
Project Initiation/Kick-off Meeting
Project Management, including status teports and issue management
Customer and Velocity will mutually develop and agree to scope of the project, dates of the project plan and correct delivery
of every project deliverable.
Status meetings with agenda, minutes and action items
Stable, functioning, fully-insralled Infor environment for all licensed applications compliant with Infor supported versions
and configurations
Conversion of data from Lawson Version 9.X to Lawson Version 10.x
IPA and .i\1ing.le servers will also be added to the environment;
Functional Support, including configutation or 'setup' decisions;
Assist with retro.fitting EMSS mods. Velocity will assist in the migration of the customizations and the customizations will
undergo unit testing;
Assist with retrofitting ProcessFlows to Infor Process Automation. Velocity ,vill assist io the migration of the customizations
and the customizations will undergo unit testing;
Assist with Retrofit of Customizations, LBI Reports, and Lawson/Infor Interfaces. Velocity will assist in the migration of the
customizations and the customizations will undergo unit testing; and,
Velocity will migrate all Lawson Business Intelligence reports from the current LBI system to the new LBI V10 system.
Executed application upgrade with documented issues and application update tequirements
Includiog application and configuration data related to LBI and IP A
1\!Iigrate existing Velocity Database ODBC access both User list and rights
Migrate Environment Scripts and Tokens
Execution of Second Data pass to include an update of applications data as well as users/ security /jobs/repons consistent
with the defined strategy above
Go-live Executed, including an update of applications data consistent with the defined strategy above
Exceptional Project and Engagement Mahagement that includes a detailed project plan, a risk register, issues log, and weekly
status reporting.
Customer Responsibility
Customer will supply all Lawson/Infor Software and other applications licensing and maintain vendor support for that
sofuvare;
Customer will designate an "Executive Sponsor," assign a "Ptoject Lead;' and provide staffing to meet its project
responsibilities;,
Customer has responsibility for data validation and business process validation;
Customer will commit resources to this agreed to schedule. Should the Customer need to alter the project schedule after
agreement at no fault of Velocity; a reset schedule will be agreed to by the parties within two (2) weeks;
Customer will provide for effective Application Configure and Extension~
Customer is responsible for testing the Retrofit of Customizations; LBI Repotts, Lawson/Infor Interfaces and
Customer is responsible for validation and business process validation of payroll process
Customer will provide project acceptance when the Customer is using the upgraded Environment as the system of record .
I Service Charges
An.y charges and fees associated with this Cyclical Upgrade ,vill be contracted separately as necessary if requested in writing by the
Customer.
eiry or ea, l,badelly or cansbad -6 es ao BRFf#4.l,MA-feF.IAfeHQ 12_.1s_ t6'bl'daled Page 2of 3 Item #5 January 24, 2017 Page 16 of 32
Customer Lifecycle Management Project
Summary
Vel@ city
Customer may add functionality to their Applications environment at any time after the project completion. Velocity will evaluate
whether any additional Professional Services or Operations Services may be required. *Additional fees may be incurred if the
customer requests:
• Lawson Security Implementation;
• New Applications or Modules;
• New Supported Third Party Applications;
• New Program Modifications;
• New Interfaces;
• Additional Functional or Technical Consulting Services;
• On-site 'go-live' support; and,
• Additional End User Training.
We look forward to a successful engagement and a long-term relationship. Should you have any questions concerning this
document, please contact Velocity at any time.
This is an agreement to commence upgrade activities consistent with the schedule outlined herein. Customer agreement
below indicates review of this document and a commitment to the summary project schedule.
City of Carlsbad
(Printed Name)
\V'\~~0~
(Date)
Unless otherwise withdrawn by Velocity, this project summary including its associated schedule is valid until January 31, 2017
~TO FORM
PAUL G. EDMONSON
_),{.Assistant City Attorney
Cl~tiiRt~.~~~~~dei 1tial C4) et 8atlsOaacny 01 eatlsbtsd 291f! 09 30-nR5T-ff1 LMA fer IRfsr 1Q 12 29 10 updetsd Page 3 of 3 Item #5 January 24, 2017 Page 17 of 32
Attachment C
Professional Service Description
005
Human Capital Management and
Technical Compass
Prepared for:
City of Carls bad
By:
Jim Hayek
Customer Program Manager
January 24, 2017
Vel®city
Item #5 January 24, 2017 Page 18 of 32
Vel~)city
Table of Contents
OVERVIEW ................................................................................................................................................................ 3
PROJECT SCOPE ......................................................................................................................................................... 3
PROJECT SCHEDULE .................................................................................................................................................. 3
CUSTOMER RESPONSIBILITIES ................................................................................................................................... 3
ESTIMATED EFFORT .................................................................................................................................................. 3
STANDARD RATES BY ROLE ...................................................................................................................................... 3
EXPENSES .................................................................................................................................................................. 4
ESTIMATED CHARGES ............................................................................................................................................... 4
PAYMENT OF SER VICE CHARGES ............................................................................................................................... 4
CHANGE MANAGEMENT ............................................................................................................................................ 4
PROJECT SlGN OFF .................................................................................................................................................... 4
RELATION TOAGREEMENT ........................................................................................................................................ 4
2
Velooity Technology Solutions, Inc. Services Description
Form 2015-03-26 -DocuSign
CTR#003244
Item #5 January 24, 2017 Page 19 of 32
Vel@ll)city
Overview
This Professional Service Description 005 ("Service Description'') is entered into by Velocity Technology Solutions,
Inc. ("Velocity") and City of Carlsbad ("Customer") effective January 24, 2017 (the "Effective Date") under the
tenns of the Master Agreement for Velocity Services, including (1) the Addendum to the Master Agreement for
Application Management and Hosting Services, (2) the Addendum to the Master Agreement for Consulting Services,
and (3) Rider to the Master Agreement, all dated effective February 16 2010 (collectively the "Agreement') to
document the Services Velocity will provide under the Agreement. Notwithstanding anything to the contrary
contained herein or otherwise, if Customer bas not executed this Service Description on or before January 31, 2017,
Velocity may, by notice to customer rescind this Service Description and this Service Description shall be void and
of no force or effect.
Project Scope
Velocity will provide functional and teahnical consulting services to assist Customer with its Infor Lawson
("Lawson") software and associated applications. Specifically, Velocity will perform a business process review on
the current environments and provide an assessment to the City of Carlsbad once complele. Velocity will achieve this
by gathering business process information through an analysis of the system, through questionnaires and by
conducting onsite workshops to interview staff. Velocity will take the information gathered and create an assessment
document which will detail the findings along with recommendations. A breakdown of the four key project areas of
focus are:
• HCM/Technical Preparation -48 hours
• HCM/Technical Workshop -56 hours
• HCM/Technical Assessment Documentation -64 hours
• Assessment Delivery and Wrap up-40 hours
Customer and Velocity subject matter experts will collaborate during the design phase of the project to develop a
comprehensive functional and technical specification and detailed project plan. The Velocity Project Manager
assigned will review the detailed specifications and the project plan with Customer. Customer and Velocity will
indicate agreement on the detailed project plan and program specifications prior to materially beginning efforts. Such
agreement is to be confirmed by the parties through. email or other written means.
Project Schedule
The Services shall start on or about January 24 2017 and are scheduled to be completed on or about February 28
2017 (the "Project Period").
Customer Responsibilities
Customer will provide suitable system access for Velocity personnel performing the Services. Customer will make
appropriate staff resources available dw·ing the course of the Services.
Estimated Effort
Estimates are provided by task:
Project Task Hours
Functional Consulting 208.00
Total 208.00
Standard Rates By Role
The following table defines project roles that Velocity offers during the course of ao engagement. Services are
provided by Velocity on a time and materials basis at the applicable ''Hourly Rate" specified in the table below for
each role. Sucl1 charges ("Service Charges") apply for all hours worked.
3
Velocity Technology Solutions, Inc. Services Description
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Item #5 January 24, 2017 Page 20 of 32
Vel®city
~&!iidANMl@i· =Mffid@i-~
Functional Consulting $185.00
NOTE ON RATES: Hours worked by a single consultant in excess often (10) in a day at the request of the Customer
are charged at the Hourly Rate shown above plus a premium of twenty-five do1lars ($25.00) per hour. Hours worked
on holidays, and weekends at the request of the Customer are charged at the hourly rate plus a premiwn of twenty-
five dollars ($25.00) per hour. Out of town travel time is charged at seventy-five dollars ($75.00) per hour with a
maximum of four ( 4) hours for each one-way leg of a trip.
Expenses
Customer shall reimburse Velocity for all documented out-of-pocket expenses incurred by it in performing the
Services in accordance with the Agreement.
Charges
The estimated hours to implement the Services provided in this Service Description is two hundred and eight (208)
hours and the fee is thirty eight thousand four hundred and eighty dollars ($38,480.00). Estimates are for guidance
but do not alter the application of Service Charges at the Hourly Rate for all homs actually worked. The full fee shall
be invoiced to and payable by Customer upon delivery of the assessment. In no event shall the amounts payable under
this Service Description exceed thirty-eight thousand four hundred and eighty dollars ($38,480.00) plus applicable
expenses (the "Not-to-Exceed Amount") without the prior written consent of Customer as described in the Change
Management section below.
Payment of Service Charges
Reserved.
Change Management
In the event that Customer requests Services that are not defined or authorized in the scope of this Service Description
or the Service Charges exceed the Not-to-Exceed Amount, the Velocity Engagement Manager will develop a Service
Description Amendment to identify the requested Services and the impact of this change. A Service Description
Amendment will become effective only when signed by both parties. In certain circumstances, a separate Service
Desc1iption for the expansion of Services will be required.
Project Sign Off
Upon completion ofCUstomer validation of Customer's instance of the Applications, the Customer Executive Sponsor
will confirm Customer acceptance of the Services by signing aProject Acceptance Letter ("Project Sign Off'). Project
Sign Off represents completion of the Project Period and the Services. In the event a Project Acceptance Letter is not
signed, Project Signoff will be deemed to have occurred on the date which is five (5) business days from completion
of Customer's validation of Customer's instance of the Applications.
Relation to Agreement
This Service Description is incorporated into and governed by the Agreement. The provisions of this Service
Description shall control over any inconsistent terms of the Agreement. Terms bearing initial capital letters not
otherwise de.fined in this Service Description have the meanings ascribed to them in the Agreement.
(Signature Page Follows)
4
Velocity Technology Solutions, Inc. Services Description
Form 2015-03-26 -DocuSign
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Item #5 January 24, 2017 Page 21 of 32
(Signature Page Follows)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives
as of the date set forth below, provided, however, if not executed by Customer on or prior to January 31, 2017,
Velocity, may by notice to Customer, rescind this Service Description.
CITY OF CARLSBAD VELOCITY TECHNOLOGY SOLUTIONS, INC.
Name (type or print) Name (type or print)
(QO
Title
Date
01 /os/dol-=t I I
Approved as to Form:
CELIA A. BREWER, City Attorney
Sr.
5
Velocity Technology Solutions, Inc. Services Description
Form 2015-03-26-DocuSign
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Item #5 January 24, 2017 Page 22 of 32
Attachment D
Professional Service Description
006
Lawson Security
Prepared for:
City of Carlsbad
By:
Jim Hayek
Customer Program Manager
January 24, 2017
Ve/@city
Item #5 January 24, 2017 Page 23 of 32
Ve/(-.)city
Table of Contents
OVERVIEW ................................................................................................................................................................ 3
PROJECT SCOPE ......................................................................................................................................................... 3
PROJECT SCHEDULE .................................................................................................................................................. 3
CUSTOMER RESPONSIBILITIES ....................................................................................... , ........................................... 3
ESTIMATED EFFORT .................................................................................................................................................. 3
STANDARD RATES BY ROLE ...................................................................................................................................... 3
EXPENSES .................................................................................................................................................................. 4
ESTIMATED CHARGES ............................................................................................................................................... 4
PAYMENT OF SERVJCE CHARGES ............................................................................................................................... 4
CHANGE MANAGEMENT ......... ·········································· ..... ················· ................................................................... 4
PROJECT SIGN OFF .................................................................................................................................................... 4
RELATION TOAGREEMENT ........................................................................................................................................ 4
2
Velocity Technology Solutions, Inc. Services Description
Form 2015-03-26 -DocuSign
CTR#003245
Item #5 January 24, 2017 Page 24 of 32
Ve/~)city
Overview
This Professional Service Description 006 ("Service Description'') is entered into by Velocity Technology Solutions,
Inc. ("Velocity"), and City of Carlsbad ("Customer") effective January 24, 2017 (the "Effective Date") under the
terms of the Master Agreement for Velocity Services, including (1) the Addendum to the Master Agreement for
Application Management and Hosting Services, (2) tbe Addendum to the Master Agreement for Consulting Services,
and (3) Rider to the Master Agreement, all dated effective February 16, 2010 (collectively the ''Agreement") to
document the Services Velocity will provide under the Agreement. Notwithstanding anything to the contrary
contained herein or otherwise, if Customer has not executed this Service Description on or before January 3 l, 2017,
Velocity may, by notice to customer, rescind this Service Description and this Service Description shalJ be void and
of no force or effect.
Project Scope
Velocity will provide functional and technical consulting services to assist Customer with its lnfor Lawson
("Lawson") software and associated applications. Specifically, Velocity would provide On Demand consulting and
project management to assist the Citywith migrating their final users to LS Security. Assumes the City of Carlsbad
will build the remaining security requirements with input and review from Velocity.
Customer and Velocity subject matter experts will collaborate during the design phase of the prnject to develop a
comprehensive functional and technical specification and detailed project plan. The Velocity Project Manager
assigned will review the detailed specifications and the project plan with Customer. Customer and Velocity will
indicate agreement on the detailed project plan and program specifications prior to materially beginning efforts. Such
agreement is to be confirmed by the parties through email or other written means.
Project Schedule
The Services shall start on or about January 24, 2017 and are scheduled to be completed on or about February 28,
2017 (the "Project Period").
Customer Responsibilities
Customer will provide suitable system access for Velocity personnel performing the Services. Customer will make
appropriate staff resources available during the course of the Services.
Estimated Effort
Estimates are provided by task:
Project Planning and Management
On Demand Consulting
Total
Standard Rates By Role
Project Task Hours
14.00
60.00
74.00
The following table defines project roles that Velocity offers during the course of an engagement Services are
provided by Velocity on a time and materials basis at the applicable "Hourly Rate" specified in the table below for
each role. Such charges ( 'Service Charges") apply for all hours worked.
On Demand Consulting
3
Velocrty Technology Solutions, Inc. Servtces Description
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Item #5 January 24, 2017 Page 25 of 32
Velt-)city
NOTE ON RATES: Hours worked by a single consultant in excess often (10) in a day at the request of the Customer
are charged at the Hourly Rate shown above plus a premium of twenty-five dollars ($25.00) per hour. Hours worked
on holidays, and weekends at the request of the Customer are charged at the hourly rate plus a ptemiutn of twenty-
five dollars ($25.00) per hour. Out of town travel time is charged at seventy-five dollars ($75.00) per hour with a
maximum of four ( 4) hours for each one-way leg of a trip.
Expenses
Customer shall reimburse Velocity for all documented out-of-pocket expenses incurred by it in performing the
Services in accordance with the Agreement.
Charges
The estimated hours to implement the Services provided in this Service Description is seventy four (74) hours and the
fee is fourteen thousand one hundred sixty eight dollars ($14,168.00). Estimates are for guidance but do not alter the
application of Service Charges at the Hourly Rate for all hours actually worked. In no event shall the amounts payable
under this Service Description exceed fourteen thousand one hundred sixty-eight dollars ($14,168.00) plus applicable
expenses (the ''Not-to-Exceed Amount") without the prior written consent of Customer as described in the Change
Management section below.
Payment of Service Charges
Service Charges at the Hourly Rate for all hours worked in providing the Services shall be paid by Customer in
accordance with the Agreement.
Change Management
In the event that Customer requests Services that are not defined or authorized in the scope of this Service Description
or the Service Charges exceed the Not-to-Exceed Amount, the Velocity Engagement Manager will develop a Service
Description Amendment to identify the requested Services and the impact of this change. A Service Description
Amendment will become effective only when signed by both parties. In certain circumstances, a separate Service
Description for the expansion of Services will be required.
Project Sign Off
Upon completion of Customer validation of Customer's instance of the Applications, the Customer Executive Sponsor
will confirm Customer acceptance of the Services by signing a Project Acceptance Letter ("Project Sign Off'). Project
Sign Off represents completion of the Project Period and the Services. In the event a Project Acceptance Letter is not
signed, Project Signoffwill be deemed to have occurred Qll the date which is five (5) business days from completion
of Customer's validation of Customer's instance of the Applications ..
ReJation to Agreement
This Service Description is incorporated into and governed by the Agreement. The provisions of this Service
Description shall control over !Ul.Y inconsistent tenns of the Agreement. Terms bearing initial capital letters not
otherwise defined in this Service Description have the meanings ascribed to them in the Agreement.
(Signature Page Follows)
4
Velocity Tectmology Solutions, Inc. Services Description
Form 2015-03-26 -DocuSlgn
CTR#003245
Item #5 January 24, 2017 Page 26 of 32
Ve/{ft)City
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives
as of the date set forth below, provided, however, if not executed by Customer on or prior to January 31,2017,
Velocity, may by notice to Customer, rescind this Agreement.
CITY OF CARLSBAD
Name (type or print)
r;~-a~o(.L
Approved as to Form:
VELOCITY TECHNOLOGY SOLUTIONS, INC.
Title
Date
5
Velocity Technology Solutions, Inc. Services Description
Form 2015-03-26-DocuSign
CTR#003245
coo
Qt/os/ dO 1-=t I I
Item #5 January 24, 2017 Page 27 of 32
Attachment E
Professional Service Description
007
lnfor 10 Go-live Support
Prepared for:
City of Carlsbad
By:
Jim Hayek
January 24, 2017
Ve/('!)city
Item #5 January 24, 2017 Page 28 of 32
Vel@city
Table of Contents
O VERVIEW ................................................................................................................................................................ 3
PROJECT SCOPE ......................................................................................................................................................... 3
PROJECT SCHEDULE .................................................................................................................................................. 3
CUSTOMER RESPONSIBILITIES ................................................................................................................................... 3
ESTIMATED EFFORT .................................................................................................................................................. 3
STANDARD RATES BYROLE ...................................................................................................................................... 3
EXPENSES .................................................................................................................................................................. 4
ESTIMATED CHARGES ............................................................................................................................................... 4
PAYMENT OF SERVICE CHARGES ............................................................................................................................... 4
CHANGE MANAGEMENT ............................................................................................................................................ 4
PROJECT SIGN OFF .................................................................................................................................................... 4
RELATION TO AGREEMENT ........................................................................................................................................ 4
2
Velocity Technology Solutions. Inc. Services Description
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Item #5 January 24, 2017 Page 29 of 32
Ve/@city
Overview
This Professional Service Description 007 ("Service Description") is entered into by Velocity Technology Solutions,
Inc. ("Velocity''), and City of Carlsbad (' Customer") effective January 24, 2017 (the "Effective Date") under the
terms of the Master Agreement for Velocity Services, including (1) the Addendum to the Master Agreement for
Application Management and Hosting Services, (2) the Addendum to the Master Agreement for Consulting Services,
and (3) Rider to the Master Agreement, aU dated effective February 16, 2010 (collectively the "Agreement") to
document the Services Velocity will provide under the Agreement Notwithstanding anything to the contrary
contained herein or otherwise, if Customer bas not executed this Service Description on or before January 31, 2017,
Velocity may by notice to customer, rescind this Service Description and this Service Description shall be void and
of no force or effect.
Project Scope
Velocity will provide functional and technical consulting services to assist Customer with its lnfor Lawson
("Lawson") software and associated applications. Specifically, Velocity will provide on-site post Infor 10 go-live
support for up to two weeks. The first week after the Io.for l O go-live will require a techni.cal support person to handle
a wide range of post go-live issues where the second week after go live will require an HR support person to support
the first lnfor 10 payroll activity.
Customer and Velocity subject matter experts will collaborate during the design phase of the project to develop a
comprehensive functional and technical specification and detailed project plan. The Velocity Project Manager
assigned wiJI review the detailed specifications and the project plan with Customer. Customer and Velocity will
indicate agreement on the detailed project plan and program specifications prior to materially beginning efforts. Such
agreement is to be confirmed by the parties through email or other written means.
Project Schedule
The Services shall start on the day of the lnfor 10 go-live TBD and are scheduled to be completed on or about two
weeks after the Io.for 10 go-live TBD (the "Project Period").
Customer Responsibilities
Customer will provide suitable system access for Velocity personnel performing the Services. Customer will make
appropriate staff resources available during the course of the Services.
Estimated Effort
Estimates are provided by task:
FUNCTIONAL SUPPORT
PROJECT MANAGEMENT
Total
Standard Rates By Role
Project Task Hours
80.00
10.00
90.00
The following table defines project roles that Velocity offers during the course of an engagement. Services are
provided by Velocity on a time and materials basis at th.e applicable "Hourly Rate" specified in the table below for
each role. Such charges ("Service Charges") apply for aU hours worked.
&5®641-ii§ii@i· :MffldiMi·!ffi
FUNCTIONAL SUPPORT $185.00
3
Veiocity Technology Solutlons, Inc. Services Description
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Item #5 January 24, 2017 Page 30 of 32
Ve/(")city
NOTE ON RATES: Hours worked by a single consultant in excess often (10) in a day at the request of the Customer
are charged at the Hourly Rate shown above plus a premium of twenty-five dollars ($25.00) per hour. !fours worked
on holidays, and weekends at the request of the Customer are charged at the hourly rate plus a premium of twenty-
five dollars ($25.00) per hour. Out of town travel time is charged at seventy-five dollars ($75.00) per hour with a
maximum of four (4) hours for each one-way leg ofa trip.
Expenses
Customer shall reimburse Velocity for all documented out-of-pocket expenses incurred by it in performing the
Services in accordance with the Agreement.
Estimated Charges
The estimate to implement the Services provided in this Service Description is ninety (90) hours and the fee of sixteen
thousand six hundred and fifty dollars ($16,650.00). Estimates are for guidanc;e but do not alter the application of
Service Charges at the Hourly Rate. for all hours actually worked. In the event that Service Charges exceed the
maximum amount authorized herein, the Parties will negotiate a written amendment to this Professional Service
Description 007 .
Payment of Service Charges
Service Charges at the Hourly Rate for all hours worked in providing the Services shall be paid by Customer in
accordance with the Agreement.
Change Management
In the event that Customer requests Services that are not defined or authorized in the scope of this Service Description,
the Velocity Engagement Manager will develop a Service Description Amendment to identify the requested Services
and the impact of this change, A Service Description Amendment will become effective only when signed by both
parties. In certain circumstances, a separate Service Description for the expansion of Services will be required.
Project Sign Off
Upon completion of Customer validation of Customer's instance of the Applications, the Customer Executive Sponsor
will confirm Customer acceptance of the Services by signing a ProjectAcceptance Letter ("Project Sign Off'). Project
Sign Off represents completion of the Project Period and the Services. In the event a Project Acceptance Letter is not
signed, Project Signoffwill be deemed to have occurred on the date which is five (5) business days from completion
of Customer's validation of Customer's instance of the Applications.
Relation to Agreement
This Service Description is incorporated into and governed by the Agreement. The provisions of this Service
Description shall control over any inconsistent terms of the Agreement. Terms bearing initial capital letters not
otherwise defined in this Service Description have the meanings ascribed to them in the Agreement.
(Signature Page Follows)
4
Velocity Technolegy Solutions, Inc. Services Description
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CTR#003475
Item #5 January 24, 2017 Page 31 of 32
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives
as of the date set forth below, provided, however, if not executed by Customer on or prior to January 31,2017,
Velocity, may by notice to Customer, rescind this Service Description.
CITY OF CARLSBAD VELOCITY TECHNOLOGY SOLUTIONS, INC.
By~ By:
Name (type or print)
Approved as to Form:
Name (type or print)
Title
Date
5
Velocity Technology Solutions, Inc. Services Description
Form 2015-03-26 -DocuSign
CTR#003475
coo
01 /o6/;]oJ7
I I
Item #5 January 24, 2017 Page 32 of 32
Velocity
This Master Agreement is made as of February 16, 2010, by and between Velocity Technology Solutions, Inc. ("we",
"us", "our" or "Velocity"), a Delaware corporation with its principal offices located at 850 Third Avenue, New York,
New York 10022-6222, and City of Carlsbad, California ("you", "your" or "Client"), a California corporation with its
principal offices located at 1200 Carlsbad Village Drive, Carlsbad, California 92008-1949 (Velocity and Client referred
to individually as a "Party" and/or collectively as the "Parties").
4. BILLING AND PAYMENT
The Parties agree as follows:
1.CONSTRUCTION
1.1 Captions.
The titles and headings in this Agreement are intended for
reference purposes only and shall in no way be construed
so as to amend or modify any of the terms or provisions of
this Agreement.
1.2 Order Of Precedence.
In the event of a conflict between or among this
Agreement, the following shall be the order of precedence:
this Agreement and the Service Description.
2.DEFINITIONS
2.1 "Agreement" shall mean this Master Agreement,
including any and all addenda, riders, exhibits, and
schedules attached hereto from time to time, all as may be
amended from time to time.
2.2 "Service" shall mean the services specified in
individual Service Descriptions provided, directly or
indirectly, by us to you in accordance with the terms and
conditions of this Agreement.
2.3 "Service Description" shall mean any Service
Description attached hereto and incorporated herein by
reference, as such Service Description may be amended
in accordance with this Agreement.
2.4 "Velocity Third Party Supplier" shall mean any
supplier, directly or indirectly, to Velocity of any
component of any hardware, software, network or service
to be provided by Velocity.
3.SERVICES
3.1 Services.
We shall provide you the Service described in the Service
Description in accordance with the terms and conditions of
this Agreement and the Service Description. You and we
may, by mutual agreement and in accordance with this
Agreement, from time to time enter into additional Service
Descriptions which, upon execution by both you and us,
shall become schedules to and shall be incorporated into
this Agreement.
3.2 Resale Of Services.
You shall not resell the Service, or access to the Service,
directly or indirectly, to any third party, except as may be
authorized by the Service Description.
4.1 Fees.
As compensation to us for our provision to you of the
Service, you agree to pay us the fees and other charges
set forth in the applicable Service Description.
4.2 Expenses.
In addition to our fees, you agree to reimburse us for the
reasonable travel, lodging, and out-of-pocket expenses
incurred by us in connection with the Service when such
expenses are not explicitly defined as included as part of
the Service in the applicable Service Description.
4.3 Invoices/Payment.
Unless otherwise stated in the Service Description, we
shall invoice you monthly for any and all (i) application
management and hosting fees on or about the first (1st)
day of the calendar month prior to the applicable calendar
month, or (ii) consulting fees on or about the first (1st) day
of the month immediately following the applicable service
period. Fees for partial months shall be prorated. You
agree to pay us in full within thirty (30) days from receipt of
any invoice.
4.4 Late Charges.
We reserve the right to charge, and you shall pay, interest
in the amount of one and one half percent (1.5%) monthly
(or the maximum amount allowed by law, whichever is
lower) on any invoiced amounts not paid within sixty (60)
days after your receipt of our invoice therefore.
4.5 Invoice Disputes.
In the event that you dispute any amounts billed by us in
an invoice, you shall, within sixty (60) days of your receipt
of the invoice, notify us in writing, providing documentation
and/or information to substantiate your dispute of our
charges. Disputes not raised within such sixty (60) day
period shall be deemed waived. All billing disputes shall
be resolved in accordance with Article 9 below.
4.6 Taxes.
The fees and charges described herein are exclusive of
federal, state, local, and foreign sales, use, excise, utility,
gross receipts, value added and other taxes, tax-like
charges, and tax-related charges, which you hereby agree
to pay, together with all other invoiced amounts, upon your
receipt of our invoice.
5. REPRESENTATIONS AND WARRANTIES;
INDEMNITIES
5.1 Insurance.
We represent and warrant that Velocity is covered by, and
will during the term of this Agreement continue to be
covered by, business insurance which is appropriate and
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Velocity
which is customary for the industry in which Velocity
operates.
5.2 Other Warranties.
We represent and warrant that (a) the Service will be
provided in compliance with all applicable national, state
and local laws, (b) no software or component of the
Services provided by Velocity will infringe the proprietary
rights of any third party, (c) Velocity has or will timely have
all rights necessary to enable it to lawfully provide the
Service, and (d) Velocity will not knowingly or intentionally
provide or store in connection with the Service any
software or data that includes obscene, pornographic,
racist, libelous, illegal or otherwise reasonably
objectionable matter.
5.3 Limited Warranty.
We warrant that the Service provided to you will be
performed by qualified personnel in a professional
manner. WE DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, INCLUDING ANY IMPLIED
REPRESENTATION OR WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT.
5.4 Indemnities.
Each Party shall indemnify, defend and hold the other
Party harmless against any and all claims, costs,
expenses (including reasonable attorneys' fees and
expenses), losses or liabilities incurred by the other Party
in connection with any violation by it of any of the
representations or warranties set forth hereunder.
6.CONFIDENTIALITY
6.1 All information marked as confidential and
disclosed by either Party to the other and any other
information that a Party receiving such information should
know, by its nature, is confidential, including the terms and
conditions and pricing relating to this Agreement, shall be
confidential information ("Confidential Information"). The
receiving Party shall, with respect to the disclosing Party's
Confidential Information, (a) safeguard it using the same
degree of care which that Party uses to safeguard its own
Confidential Information, (b) not disclose it to any third
party (except as authorized by this Agreement and, in the
case of Velocity, to any Velocity Third Party Supplier)
without the disclosing Party's express written prior consent
to any such disclosure, and (c) in no event, use less than
a commercially reasonable degree of care to safeguard
the same. The obligation of confidentiality as set forth in
this Section 6.1 shall not extend to any information that (x)
is known to the receiving Party prior to receiving it from the
disclosing Party, (y) is in the public domain or becomes
generally known to the public by some action other than
breach of this Section 6.1 by either Party, or (z) is
compelled to be disclosed pursuant to law or legal
process. The Parties' obligations pursuant to this
Section 6.1 shall extend for a period of three (3) years
from the termination or expiration of this Agreement.
6.2 The Parties agree that, notwithstanding any other
provision to the contrary in this Agreement, the non-
breaching Party shall be entitled to seek equitable relief to
protect its interests, including temporary, preliminary and
permanent injunctive relief.
7.TERM AND TERMINATION
7.1 Term.
The term of this Agreement shall continue in effect until
the later of the termination or expiration of the last Service
Description to terminate or expire, and shall be extended
to include the period during which any Transition Services
(as set forth in Section 7.3.2 below) are provided.
7.2 Termination For Default.
The occurrence of any of the following shall constitute a
default, giving the non-defaulting Party the right to
terminate this Agreement and/or any applicable Service
Description(s):
7.2.1 Nonpayment.
In the event that you shall fail to pay when due
any amount due hereunder and such failure shall
continue for a period often (10) days after notice
from Velocity to you that such payment is then
due;
7.2.2 Other Breach.
In the event that either Party shall materially fail
to perform or observe any material covenant,
condition, or agreement to be performed or
observed by it hereunder (other than your failure
to pay pursuant to Section 4.3 above) and such
failure shall continue for a period of thirty (30)
days after notice thereof to the breaching Party;
7.2.3 Infringement.
In the event that either Party infringes any patent,
copyright, trademark, trade secret, or any other
third party proprietary right and such Party does
not either (a) secure the right for the other Party
to continue using it in connection with the
Service, or (b) remove, replace or modify it so
that it is not infringing, and such infringement
causes the other Party to not be able to perform
under this Agreement;
7.2.4 Bankruptcy.
In the event of the voluntary filing of bankruptcy
by a Party or the making of a general assignment
for the benefit of creditors or the failure of a Party
to have an involuntary bankruptcy or
reorganization proceeding dismissed within sixty
(60) days after it has been filed; or
7.2.5 Violation Of Law.
In the event of any violation of any applicable
law, regulation, statute, ordinance or other such
legal requirement where such violation is not
remedied within thirty (30) days after notice
thereof to the violating Party.
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Velocity
7.3 Rights And Obligations Upon Termination.
7.3.1 Payment.
Upon termination by either Party, you shall be
required, within thirty (30) days of the effective
date of the termination, to pay us all amounts due
us at such time, whether or not yet invoiced at
the time of termination.
7.3.2 Transition Services.
Upon expiration or termination of this Agreement
or of any Service Description hereunder, except
for default by you pursuant to Section 7.2.1
above, we shall provide, upon notice of request
therefor by you, the "Transition Services" set forth
in the applicable Service Description(s).
7.3.3 Relief From Obligations.
Upon termination hereof by either Party, we shall be
relieved of any and all further obligations under this
Agreement without incurring any liability.
8.LIMITATIONS OF LIABILITY AND DAMAGES
8.1 LIMITATION OF LIABILITY.
EXCEPT FOR BREACH BY EITHER PARTY OF ANY
CONFIDENTIALITY OBLIGATIONS MADE PART OF
THIS AGREEMENT AND INFRINGEMENT BY EITHER
PARTY OF THE INTELLECTUAL PROPERTY RIGHTS
OF THE OTHER PARTY OR OF A THIRD PARTY,
NEITHER PARTY (NOR ITS SUPPLIERS OR CLIENTS)
SHALL BE LIABLE TO THE OTHER PARTY FOR
PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL
OR INDIRECT DAMAGES, INCLUDING WITHOUT
LIMITATION DAMAGES RELATING TO LOST PROFITS
OR REVENUE OR DAMAGE TO OR LOSS OF DATA,
EVEN IF THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8.2 LIMITATION OF DAMAGES.
EXCEPT WITH RESPECT TO CLAIMS BY EITHER
PARTY FOR INDEMNIFICATION AND CLAIMS BY US
FOR PAYMENTS AS PROVIDED IN THIS AGREEMENT
THE AGGREGATE LIABILITY OF EITHER PARTY TO
THE OTHER RELATING TO OR ARISING OUT OF THIS
AGREEMENT, WHETHER IN CONTRACT, TORT
AND/OR OTHERWISE, SHALL NOT EXCEED THE
TOTAL AMOUNTS PAID BY YOU TO US FOR THE
SERVICE IN QUESTION DURING THE SIX (6) MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE OF
THE EVENT WHICH GAVE RISE TO THE CLAIM OR, IF
THE SERVICES IN QUESTION HAVE NOT THEN BEEN
PERFORMED FOR SIX (6) MONTHS, SIX (6) TIMES
THE AVERAGE MONTHLY FEES PAID TO SUCH DATE.
9.DISPUTE RESOLUTION PROCEDURES
9.1 Upon written notice by one Party to another of a
dispute, each Party agrees to appoint a senior
management level representative to negotiate in good
faith with the other Party to try to resolve the dispute. In
the event that the Parties do not resolve a dispute within
thirty (30) days of the receiving Party's receipt of the
foregoing notice of dispute, either Party may
arbitration in accordance with Section 9.2 below.
initiate
9.2 Any dispute between the Parties, except those
for which injunctive relief may be sought in accordance
with Section 9.3 below, arising under or relating to this
Agreement and not otherwise resolved in accordance with
this Agreement to both Parties' reasonable satisfaction,
shall be settled by arbitration in New York County, New
York, in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then in effect. In
any such arbitration proceeding, the Parties may take
discovery pursuant to New York law and rules. The final
decision of the arbitrator or arbitrators shall be final and
binding upon the Parties, shall include written findings of
law and fact, and may be entered as a judgment in any
court of competent jurisdiction. The cost of the arbitration,
including the fees and expenses of the arbitrator or
arbitrators, but not including the Parties' respective
attorneys' fees, shall be shared equally by the Parties. The
arbitrator or arbitrators shall be instructed to establish
procedures such that a decision can be rendered within
sixty (60) days of the appointment of the arbitrator or
arbitrators. In no event shall the arbitrator or arbitrators
have the power to award any damages described in and
prohibited pursuant to Article 8 above, which Article shall
be binding upon the arbitrator(s).
9.3 Notwithstanding anything herein to the contrary,
the Parties shall be entitled to apply for injunctive or other
interim relief in aid of arbitration or to prevent violations of
Article 6 above and/or other irreparable harm.
9.4 Irrespective of the forum (whether a dispute is
resolved or sought to be resolved through arbitration or, in
the limited circumstances permitted herein, before a
court), no dispute or action arising out of or relating to this
Agreement may be raised or brought, as applicable, later
than one (1) year after the cause of action or basis for the
dispute became known to the injured Party. Nothing herein
shall be construed to lengthen any shorter period of time
provided for herein.
10.MISCELLANEOUS
10.1 Notices.
All notices required or permitted under this Agreement and
all requests for approvals, consents, and waivers shall be
delivered by a method providing for proof of delivery. Any
notice or request shall be deemed to have been given on
the date of delivery. Notices and requests shall be
delivered to the Parties at the following addresses and fax
numbers, unless a different address has been designated
by notice to the other Party:
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Velocity
To Client:
City of Carlsbad, California
Artn:
1200 Carlsbad Village Drive
Carlsbad, California 92008
Fax: (760) 602-8555
To Velocity:
Velocity Technology Solutions, Inc.
Attn: Mr. Timothy L. Moeggenberg, Director of Finance
850 Third Avenue, 10th Floor
New York, New York 10022
Fax: (646) 884-6670
10.2 Assignment.
Neither Party shall assign, transfer, or subcontract this
Agreement and/or any licenses, rights, duties and/or
privileges under this Agreement without the prior written
consent of the other Party, other than to an affiliate or in
connection with the sale of all or substantially all of its
equity or assets to the proposed assignee (by merger,
reorganization or otherwise).
10.3 Force Maieure.
If the performance of any obligation hereunder is
interfered with by reason of any circumstance beyond a
Party's reasonable control ("Force Majeure"), the Party in
question shall be excused from such performance to the
extent necessary, provided that that Party shall use
reasonable efforts to remove such cause(s) of
nonperformance. This Section 10.3 shall not delay or
excuse your obligations to pay all amounts due hereunder
and any applicable Service Description(s) unless Velocity
fails to provide services as a result of such Force Majeure.
10.4 Non-Solicitation.
You acknowledge and agree that because of the nature of
Velocity's business it would suffer substantial and
irreparable damage if it were to lose the services of any of
its employees or independent contractors, and you
accordingly agree that during the term of this Agreement
and for a period of two (2) years after the termination or
expiration of this Agreement, you shall not, on your own
behalf or on behalf of any other person or entity, directly or
indirectly solicit (except through a published general
solicitation) the employment of, or seek to retain the
services of, any employee or independent contractor of
Velocity who participates in the performance of the
Services. You agree that, if you breach this covenant of
non-solicitation, damages will be impossible or
unreasonably difficult to ascertain, and, in addition to any
other remedies which Velocity may have at equity, you
shall pay to Velocity as liquidated damages, and not as a
penalty, an amount equal to the total cost to Velocity of the
annualized compensation at the time of the breach for the
Velocity employee or independent contractor, calculated
on the basis of a 1,800-hour work-year. You agree that the
provisions of this Section 10.4 constitute a reasonable
covenant under the circumstances, and you further agree
that if any court of competent jurisdiction holds that the
provisions of this Section 10.4 are not enforceable in any
respect, such court shall have the right, power and
authority to excise or modify to the minimum extent
necessary the provisions which such court holds
unenforceable and to enforce the remaining provisions as
so amended.
10.5 Independent Contractor.
We are providing the services under this Agreement as an
independent contractor, and our personnel shall not be
considered to be your employees or agents. This
Agreement shall not be interpreted as creating any other
form of relationship between you and us, including that of
agency, representation, partnership, employment or joint
venture. Neither Party may make any representation or
incur any liability on behalf of, or otherwise bind, the other
Party.
10.6 Right To Reference.
Velocity may identify you as a Velocity client, and you may
inform your clients and suppliers that you are using
services provided by us.
10.7 Applicable Law: Jurisdiction: No Jury Trial.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York
(without regard to conflicts of law principles), excluding the
United Nations Convention on Contracts for the
International Sale of Goods. The New York State and
federal courts located in New York County, New York,
shall have exclusive jurisdiction over any legal action or
proceeding arising out of any dispute between the Parties
with respect to this Agreement, and each of the Parties
hereby submits itself to the personal jurisdiction of such
courts. THE PARTIES WAIVE THEIR RIGHTS TO A
TRIAL BY JURY FOR ANY DISPUTES BETWEEN THEM.
10.8 Waiver.
Neither Party's failure, at any time, to enforce any right or
remedy available to it under this Agreement shall be
construed to be a waiver of such Party's right to enforce
each and every provision of this Agreement in the future.
10.9 Survival.
The rights and obligations of the Parties which by their
nature would continue beyond the termination or
expiration of this Agreement and/or individual Service
Descriptions shall survive such termination or expiration.
10.10 Severabilitv.
If any portion of this Agreement is terminated or deemed
to be void or unenforceable, that portion of this Agreement
shall be severed herefrom or reformed to the minimum
extent necessary to render it enforceable, and the
remainder of this Agreement shall continue to be effective
and enforceable. This Agreement shall be construed as if
drafted jointly by the Parties, and no presumption or
burden of proof shall arise that favors or disfavors either
Party as a result of its responsibility for or participation in
the drafting hereof.
10.11 Miscellaneous.
This Agreement, together with any and all Service
Descriptions, constitutes the entire agreement between
the Parties with respect to subject matter hereof and may
be modified only by a writing signed by the Party to be
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charged therewith. No third party has authority to bind
either you or us unless such authority is specifically
included within the express terms of this Agreement
(including any addendum, riders, exhibit, or schedule
attached hereto) signed by an authorized signatory of the
Party to be charged therewith. All prior and
contemporaneous purchase orders, agreements,
representations, statements, proposals, negotiations,
understandings, and undertakings with respect to the
subject matter of this Agreement, whether written or oral,
are superseded by this Agreement. No third party shall be
a third party beneficiary under, nor shall it have the right to
enforce the obligations of or assert any claim against
either Party hereto pursuant to the terms and conditions
of, this Agreement. This Agreement may be executed in
counterparts, all of which shall be considered one and the
same agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives as of the
date set forth above.
HNOLQGY SOLUTIONS, INC.
Name
Si/P
Title
Approved As To Form
Paul Edmonjzfsoji, Deputy/Assistant City Attorney
By:
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Velocity
ADDENDUM to the MASTER AGREEMENT
I MANAGED ' AND HOSTING SERVICES
This Addendum ("Addendum") dated as of February 16, 2010 to the Master Agreement dated as of February 16, 2010
(the "Master Agreement"), by and between Velocity Technology Solutions, Inc. ("we", "us", "our" or "Velocity"), a
Delaware corporation with its principal offices located at 850 Third Avenue, New York, New York 10022-6222, and City
of Carlsbad, California("you", "your" or "Client"), a California corporation with its principal offices located at 1200
Carlsbad Village Drive, Carlsbad, California 92008-1949 (Velocity and Client referred to individually as a "Party"
and/or collectively as the "Parties").
2.4 "Software" shall mean the software programs in
executable form, including all corrections, updates,
modifications and enhancements to such software, all
related source code, and all documentation and
WHEREAS, Client wishes Velocity to provide, and Velocity
wishes to provide to Client, application management and
hosting services pursuant to the terms of the Master
Agreement, this Addendum and the applicable Service
Description(s) attached hereto.
WHEREAS, the Parties
Agreement; and
have entered into the Master
information pertaining to software, whether in online, hard-
copy or other form, together with any updates, revisions,
new versions and supplements thereto, which is made
available by either Party and used, directly or indirectly, by
Velocity in connection with the Service.
Now, therefore, the Parties agree as follows:
1. CONSTRUCTION
1.1 All of the terms and conditions of the Master
Agreement shall apply to this Addendum. All capitalized
words and phrases which are not defined herein and
which are defined in the Master Agreement shall have the
same meanings as are set forth in the Master Agreement.
1.2 The terms Hardware, Software, or Network, when
preceded by the words "Client-Provided", shall
respectively mean any Hardware, Software, or Network
which is owned, leased, licensed, contracted for, or
otherwise provided, directly or indirectly, by you and made
available to Velocity in connection with the Service.
1.3 The terms Hardware, Software, or Network, when
preceded by the words "Velocity-Provided", shall
respectively mean any Hardware, Software, or Network
which is owned, leased, licensed, contracted for, or
otherwise provided, directly or indirectly, by Velocity, in
connection with the Service.
2.DEFINITIONS
2.1 "Hardware" shall mean the equipment which is
made available by either Party and used, directly or
indirectly, by Velocity in connection with the Service.
2.2 "Network" shall mean the network (and related
equipment and features) which is made available by either
Party and used, directly or indirectly, by Velocity to
connect your Premises to the data center facility at the
location set forth in the applicable Service Description.
2.3 "Processing Environment" shall mean all
Velocity-Provided Hardware, Velocity-Provided Software,
and Velocity-Provided Network used in connection with
our provision of the Service.
2.5 "Software License" shall mean any agreement
entered into by and between a Party and a Software
licensor for the use of Software by that Party to the extent
permitted thereby.
3.FEES; TERM
3.1 Fees.
All monthly fees related to any Application Management
and Hosting Service Description shall be increased
annually by a percentage equal to that of the United
States Consumer Price Index - All Urban Consumers
("CPI-U") (but in no event less than zero percent) for the
previous calendar year, plus one and one half percent
(1.5%); however, no such increase shall be made in the
first twelve (12) months following the date of any such
Service Description.
3.2 Term.
Each Service Description related to Application
Management and Hosting Services will automatically
renew for successive twenty four (24) month periods,
provided that neither party has given the other written
notice, not less than twelve (12) months prior to the end of
the then current term of such Service Description, of its
intention not to renew.
4.RESPONSIBILITIES OF THE PARTIES
4.1 Service Level Commitments.
We shall provide the Service in a manner consistent with
the service level commitments described in the applicable
Service Description(s). Except for your right to terminate
as set forth in Master Agreement, the service level
commitments and remedies set forth in the applicable
Service Description(s) provides the sole and exclusive
remedy for failure of or defect in the Service.
4.2 System Maintenance.
Each Party shall ensure that the Hardware and Network
provided by it meets, over the course of the term of the
applicable Service Description(s), the specifications of the
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Velocity
manufacturers and any other standards which may be
reasonably required.
4.3 Access to Premises.
You shall allow Velocity access to your offices during
normal business hours upon reasonable advanced notice
for purposes of our provision to you of the Service.
4.4 Authorized Users.
You are responsible for the manner in which you and your
end users access and use the Service, including the
policies and procedures you establish to protect the
security of your data, network and all other matters
relating to how you use the Service. You shall restrict
access to and use of the Service to Authorized Users (as
defined in individual Service Descriptions), including by
protecting against and notifying us immediately in the
event of any disclosure, loss, theft, fraudulent or otherwise
unlawful or unauthorized use of any password provided to
you in connection with the Service. Velocity reserves the
right to set and enforce any policy and/or procedure with
respect to access to the Processing Environment.
4.5 Velocity System Access Restrictions.
You and each of your end users shall not access any
Velocity or Verizon internal or external networks, facilities,
computer systems, partitions, programs, or data which
is/are not specific to you. You and each of your end users
shall not publish or make generally known via any medium
(e.g., via electronic mail or posting on bulletin boards) any
such capabilities for such access. You and each of your
end users shall not introduce any program, routine, device
or other undisclosed feature, including any so called time
bomb, virus, software lock, drop-dead device, malicious
logic, game, worm, Trojan horse, data capture routine, or
trap or back door (each a "Virus") which is designed to
delete, deactivate, interfere with or otherwise harm any
component of the Processing Environment, any Software,
and/or any data, or which is intended to provide
unauthorized access or produce unauthorized
reproduction or modification to any component to the
Processing Environment, any Software, and/or any data.
In the event of any unauthorized access or introduction of
any Virus or any other act or omission by you which is in
violation of your obligations as set forth in this Section 4.5,
we shall, at your expense, analyze the specific situation
and use all commercially reasonable efforts to cure the
situation. We reserve the right to take all actions to
protect the Processing Environment, Software, and data
against an improper act as set forth in this Section 4.5 or
otherwise, including suspension of the Service.
4.6 Service Usage Conditions.
You shall not use or permit the Service to be used (a) in
violation of any applicable export law or regulation
(including any U.S. export law or regulation), (b) in
violation of any applicable national, state, or local law or
regulation, including any law governing the import of
services or governing the content which you make
available via the Service, (c) to store any Client-Provided
Software or content that includes obscene, pornographic,
racist, libelous or illegal material or which is otherwise
objectionable, or (d) in any way that infringes the right of
any third party or interferes with other users of our
Service. You shall indemnify, defend and hold us
harmless against any and all claims, costs, expenses
(including reasonable attorneys' fees and expenses),
losses or liabilities incurred by us in connection with a
claim by any third party arising out of any violation by you
of this Section 4.6. We shall have the right to take all
appropriate actions, including without limitation
suspension of the Service, in the event that we reasonably
determine that your use (or any of your end users' use) of
the Service is in violation of this Section 4.6.
5.SOFTWARE
5.1 Software License Adherence.
Each Party agrees that it shall not act or omit to act in any
fashion which would cause the other Party to breach or
otherwise be in violation of the terms and conditions of any
Software License in connection with the Service. In the
event that you do not enter into or do not comply with any
agreement which is required by any Software licensor, we
shall not be required to use the applicable Software in
connection with the Service, and we will not as a result
thereof be in breach of any obligation of this Agreement
with respect to our provision to you of the Service.
5.2 Software Usage Restrictions.
Neither Party shall allow third parties to, (a) disclose or
make available to any third party any portion of any
Software provided by the other Party, (b) copy or duplicate
any Software provided by the other Party, or (c) reverse
engineer, decompile or disassemble any Software
provided by the other Party. Neither Party shall provide
any third party access to any Software provided by the
other Party (except by Velocity to Velocity subcontractors).
Neither Party shall sublicense, rent, lease, barter, sell, or
otherwise distribute any Software provided by the other
Party or use any technical information in any way related
to or acquired in connection with its use of any Software
provided by the other Party for the prospective economic
advantage of or otherwise to any third party. Neither Party
shall disclose the results of any benchmark tests of any
Software provided by the other Party or data output of the
same to any third party.
6. ASSUMPTION OF SERVICES BY VERIZON
6.1 In the event that Velocity ceases to conduct its
operations in the ordinary course of business other than
pursuant to an assignment as provided in Master
Agreement, Verizon Information Technologies, LLC, a
Delaware limited liability company ("Verizon"), shall, upon
entering into a mutually acceptable agreement with you,
perform for you the services relating to the hosting of the
Client-Provided Software on Verizon infrastructure within
Verizon data centers, help desk services, and all other
services relating to the support of your infrastructure which
Velocity has agreed to perform for you, and Verizon shall
charge you prices therefor no greater than the prices
charged to you by Velocity, provided that your credit
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Velocity
standing meets Verizon's then generally effective
minimum credit approval and other client acceptance
policies.
7.REPRESENTATIONS AND WARRANTIES
7.1 Agreement With Verizon.
Velocity represents and warrants that it has entered into
an Agreement with Verizon Information Technologies,
LLC, a Delaware limited liability company and the assignor
and predecessor-in-interest to Verizon, which (a) provides
for Verizon to provide hosting services for the Service until
the end of the term of this Agreement and (b) allows
Velocity to grant to you any rights with respect to Verizon
which we have granted to you herein.
7.2 Software.
Each Party represents and warrants that it has all
necessary and appropriate right, title and interest in and to
the Software provided by it and that it is authorized to
license, sub-license, or grant use of, as applicable, such
Software to the other Party and to Velocity Third Party
Suppliers for use in connection with the Service.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives as of the
date set forth above.
OLOGYSOLJ4TIONS/INC
Title
Approved As To Form
Paul Edmonton, DoputyfAssistanjCrty-Attorney
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Page 8 of 10
Velocity
ADDENDUM to the MASTER AGREEMENT
for
CONSULTING SERVICES
This Addendum ("Addendum") dated as of February 16, 2010 to the Master Agreement dated as of February 16, 2010
(the "Master Agreement"), by and between Velocity Technology Solutions, Inc. ("we", "us", "our" or "Velocity"), a
Delaware corporation with its principal offices located at 850 Third Avenue, New York, New York 10022-6222, and City
of Carlsbad, California ("you", "your" or "Client"), a California corporation with its principal offices located at 200
Carlsbad Village Drive, Carlsbad, California 92008-1949 (Velocity and Client referred to individually as a "Party"
and/or collectively as the "Parties").
4.2 Deliverables.
Except for Velocity-Provided Intellectual Property (as
defined below), all deliverables (as described in any
Service Description) developed, authored, conceived,
produced or acquired by Velocity or Velocity
subcontractors for Client under this Agreement shall, as
between Velocity and Client, be deemed to be the
property of Client. Velocity shall notify Client of the license
terms of any third party software that is part of the
deliverables, and Client shall comply with such license
WHEREAS, the
Agreement; and
Parties have entered into the Master
WHEREAS, Client wishes Velocity to provide, and Velocity
wishes to provide to Client, consulting services pursuant to
the terms of the Master Agreement, this Addendum and
the Service Description(s) attached hereto.
Now, therefore, the Parties agree as follows:
1.CONSTRUCTION
1.1 All of the terms and conditions of the Master
Agreement shall apply to this Addendum. All capitalized
words and phrases which are not defined herein and
which are defined in the Master Agreement shall have the
meanings set forth in the Master Agreement.
2.DEFINITIONS
2.1 "Affiliate" shall
controlling, controlled by
Client.
mean any person or entity
or under common control with
2.2 "Change Order" shall mean any change order or
other written amendment to a Service Description entered
into and signed by the Parties from time to time.
3.CLIENT RESPONSIBILITIES
You shall timely provide access to all necessary and
appropriate resources to Velocity as set forth in the
Service Description and as may otherwise be required to
accomplish the work objectives, including access to your
premises, hardware, software, personnel. You shall timely
provide accurate responses to any necessary and
appropriate request for information or direction by us with
respect to the work.
4.MATERIALS AND INTELLECTUAL PROPERTY
4.1 Client-Provided Materials.
As between Client and Velocity, Client shall retain all
rights in any data, software and other works, materials and
intellectual property provided or made accessible by Client
to Velocity (collectively the "Client-Provided Materials").
Client hereby grants to Velocity a limited, non-exclusive
license to use the Client-Provided Materials solely for the
purpose and to the extent necessary to perform the
Service. The Client-Provided Materials shall be deemed
Clients Confidential Information.
terms.
4.3 Velocity-Provided Intellectual Property.
"Velocity-Provided Intellectual Property" means, without
limitation, any copyright, copyright application, license,
publication right, and software (including source code,
object code, and related documentation), derivative work,
invention, idea, know-how, process, trade secret,
information including Confidential Information as described
in the Master Agreement, drawing, document, design,
model, and all other tangible and intangible materials, any
improvements or derivative works to or modifications of
the foregoing, and any other items expressly identified as
"Velocity-Provided Intellectual Property" in a Service
Description. All Velocity-Provided Intellectual Property
shall, as between Velocity and Client, be the property of
Velocity. Velocity hereby grants to Client a perpetual, non-
exclusive, non-transferable, irrevocable, worldwide, fully-
paid right and license to use, display, perform and modify
the Velocity-Provided Intellectual Property to and only to
the extent that the Velocity-Provided Intellectual Property
is included in any deliverable hereunder. Velocity shall, to
the extent to which it may legally do so and subject to the
rights and claims of any third parties, grant to Client a
perpetual, non-exclusive worldwide license to use the
Velocity-Provided Intellectual Property exclusively in its
internal operations subject to the following conditions:
Client agrees that it shall not, nor shall it attempt to
sublicense, lease, transfer or assign to any third party all
or any portion of the Velocity-Provided Intellectual
Property or any rights to the Velocity-Provided Intellectual
Property, provided that no use of the Velocity-Provided
Intellectual Property by an Affiliate of Client shall constitute
a prohibited assignment hereunder.
4.4 Third Party Rights.
Nothing herein shall be deemed to constitute a grant or
assignment of any rights by any Party which is unlawful or
which infringes upon the rights of any third party.
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Velocity
5.SOFTWARE
5.1 Software License Adherence.
Each Party agrees that it shall not act or omit to act in any
fashion which would cause the other Party to breach or
otherwise be in violation of the terms and conditions of any
Software License in connection with the Service. In the
event that you do not enter into or do not comply with any
agreement which is required by any Software licensor, we
shall not be required to use the applicable Software in
connection with the Service, and we will not as a result
thereof be in breach of any obligation of this Agreement
with respect to our provision to you of the Service.
6.REPRESENTATIONS AND WARRANTIES
6.1 Software.
Each Party represents and warrants that it has all
necessary and appropriate right, title and interest in and to
the Software provided by it and that it is authorized to
license, sub-license, or grant use of, as applicable, such
Software to the other Party and to Velocity Third Party
Suppliers for use in connection with the Service as
contemplated hereunder.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives as of the
date set forth above.
Name
Title
Approved As To Form
Paul Edmonifeon,
By;
Distant City Attorney
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Velocity
This Rider ("Rider") dated as of February 16, 2010 to the Master Agreement dated as of February 16, 2010 (the Master
Agreement"), by and between Velocity Technology Solutions, Inc. ("we", "us", "our" or "Velocity"), a Delaware
corporation with its principal offices located at 850 Third Avenue, New York, New York 10022-6222, and City of
Carlsbad, California ("you", "your" or "Client"), a California corporation with its principal offices located at 1200
Carlsbad Village Drive, Carlsbad, California 92008-1949 (Velocity and Client referred to individually as a "Party"
and/or collectively as the "Parties").
The Parties hereby agree to amend the Master Agreement as follows:
1. Section 4.2 - At the end of Section 4.2, insert", provided that such expenses are approved by you and are consistent
with your expense policy, which you have provided to us".
2. Section 5.1 - At the end of Section 5.1, insert the following: "Velocity's insurance coverage includes (i) commercial
general liability insurance - $2 million aggregate; (ii) workers compensation insurance - $1 million per accident; (iii)
automobile liability - $1 million combined single limit; and errors and omissions insurance - $5 million.
3. Section 6.3 - Insert Section 6.3, as follows:
"Public Disclosure Request. If Client receives a request to disclose any Confidential Information under any Public
Information Act, Open Records Act or similar law ("Request"), the Client shall immediately notify Velocity and prior to
disclosure give Velocity an opportunity to take any protective action it deems appropriate. If Velocity has not
responded timely to the Request, as defined by the applicable law pursuant to which the Request is made, the Client
may, in its sole discretion and without being in breach of this Agreement, respond to the Request as the Client deems
appropriate. In the event that Velocity directs the Client not to disclose the Confidential Information materials sought
pursuant to the Request, Velocity will indemnify Client against any losses, including reasonable attorney fees and
costs, sustained arising from the non-disclosure of the Confidential Information material requested in the Request.
Client, in its sole discretion may tender the Request to Velocity for response, including, any and all subsequent legal
actions or challenges related to the non-disclosure. In its notice to Velocity of any Request, Client will specify the time
in which Velocity's response is due. Client shall use its best efforts to cooperate with Velocity in order to protect and
withhold from disclosure the following materials, which constitute Velocity trade secrets: all methodology, service
level agreement information, and pricing information embedded in Velocity's service descriptions and in all other
written materials provided by Velocity to the Client."
4. Section 8.2 - On lines 9 and 13, replace "SIX (6)" with "TWELVE (12)".
5. Section 9.2 - Delete Section 9.2.
6. Section 9.3 - Delete Section 9.3.
7. Section 9.4 - On lines 1 through 4, delete the parenthetical.
8. Section 10.4 - Section 10.4 shall be revised to read as follows:
"You acknowledge and agree that because of the nature of Velocity's business it would suffer substantial and
irreparable damage if it were to lose the services of any of its employees, and you accordingly agree that during the
term of this Agreement and fora period of one (1) year after the termination or expiration of this Agreement, you shall
not, on your own behalf or on behalf of any other person or entity, directly or indirectly solicit (except through a
published general solicitation) the employment of, or seek to retain the services of, any employee of Velocity who
participates in the performance of the Services. You agree that, if you breach this covenant of non-solicitation,
damages will be impossible or unreasonably difficult to ascertain, and, in addition to any other remedies which
Velocity may have at equity, you shall pay to Velocity as liquidated damages, and not as a penalty, an amount equal
to the total cost to Velocity of the annualized compensation at the time of the breach for the Velocity employee,
calculated on the basis of a 1,800-hour work-year. You agree that the provisions of this Section 10.4 constitute a
reasonable covenant under the circumstances, and you further agree that if any court of competent jurisdiction holds
that the provisions of this Section 10.4 are not enforceable in any respect, such court shall have the right, power and
authority to excise or modify to the minimum extent necessary the provisions which such court holds unenforceable
and to enforce the remaining provisions as so amended."
9. Section 10.7 - In the caption, delete "; No Jury Trial". On lines 2 and 5, replace "New York" with "California". On line
6, replace "New York County, New York" with "San Diego County, California". Delete the final sentence.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Form RIDER 2009-02-06
Velocity
The Parties hereby agree to amend the Addendum to the Master Agreement for Application Management and Hosting
Services as follows:
10. Section 3.1 - On lines 6 and 7, delete ", plus one and one half percent (1.5%)".
11. Section 3.2 - On line 3, replace "twenty four (24)" with "twelve (12)". On line 5, replace "twelve (12)" with "six (6)".
12. Section 4.6 - On line 19, after "Service" insert "upon four (4) hours prior notice to you thereof.
IN WITNESS WHEREOF, the Parties have executed this Rider as of the date first set forth above.
VELOCITY TECHNOLOGYSto
CM
LU:
Name
Title
Approved As To Form
Paul Edmon/zlsonrOoputyifAssistant City Attorney
City of Carlsbad
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Form RIDER 2009-02-06
Page 2 of 2
IL?
Velocity
APPLICATION MANAGEMENT AND HOSTING SERVICES
SERVICE DESCRIPTION NUMBER 1
This Service Description dated February 16, 2010, is attached to and made a part of the Master Agreement dated as of
February 16, 2010 by and between Velocity Technology Solutions, Inc. ("we", "us", "our" or "Velocity"), and City of Carlsbad
California ("you", "your" or "Client").
1.OVERVIEW OF SERVICES
1.1 Processing Environments
We shall provide you with access to two processing environments for your Lawson Software, Inc. ("Lawson") application
software: one (1) Test environment and one (1) Production environment. The Test Environment will contain a three (3) product
lines and the Production Environment will have one (1) product line as described below.
Environments
Test
Production
Product Lines
Training
Build (Development)
Test
Production
1.2 Application Software
The Lawson and Third Party applications that we will install and manage with these processing environments will be as
follows:
Categories
Lawson Core Business
Applications
Lawson Self-Service Applications
Lawson Technology Extensions
Third-Party Applications
Application Suites
Lawson Human Resources/Payroll
EMSS
Lawson System Foundation
Portal
Design Studio
MS Add-lns
LBI
Process Flow Integrator
BSI TaxFactory
MicroFocus Compiler and Runtime
Software Modules
BN, HR, PR, PS
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1.3 Platform
The Core Lawson Application Software will be supported on the Velocity On-Demand platform set forth in the table below.
Some of the application software may be supported on other server equipment (i.e., Intel) as required. The components of the
Velocity On-Demand platform are subject to change based upon the requirements of the software and/or processing
requirements.
Core Lawson
Components
Servers
Storage
Operating System
Database
Descriptions
IBM pSeries Configuration
150 GB of SAN storage
AIX Unix
Oracle
LBI
Components
Servers
Storage
Operating System
Database
Descriptions
Intel PEE 2950 (2X8, w 4GB Memory
350 GB of Internal storage
Windows
SQL
2. SERVICE ACTIVATION
The following services will be provided in order to assist you with the activation of your hosting services.
2.1 Client Manager
You will be provided with a Client Manager who will coordinate Velocity's resources and serve as a focal point for all
communications.
2.2 System Review
We will review your technical requirements and collect data necessary for us to plan the activation of and configure your
processing environments and establish connectivity between your site and data center. We will also indoctrinate you on the
proper procedures to access our Client Service Desk.
2.3 System Installation & Setup
We will establish the processing environment and install the required database, Lawson, and Third-Party software
applications. We will setup the appropriate product lines and data environments.
3. SOFTWARE
3.1 Velocity-Provided Software
The "Velocity-Provided Software" to be installed and supported under this Service Description is as follows:
Database
• Oracle Database for Lawson Core Applications
• SQL Database for LBI Applications
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Processing Environment Support Software
Velocity servers are monitored and supported using a combination of software products and proprietary technology. The
following list details some of the software included with the Velocity On-Demand Solution.
• Vertias Netbackup
• BMC Perform and Predict
• F-SecureSSH(ForAIX)
• Reflection Secure IT Server SSH (For Intel Servers)
• Symantec Antivirus (For Intel Servers)
Velocity will be responsible for paying licensing and maintenance fees and obtaining the appropriate media with respect to the
Velocity-Provided Software.
32 Client-Provided Software
The "Client-Provided Software" to be installed and supported is listed in Section 1.2, Application Software, above.
You will be responsible for paying all licensing and maintenance fees and supplying Velocity with the appropriate media and
vendor support access with respect to the Client-Provided Software. The Client-Provided Software must be maintained at a
version/release level supported by the software vendor. Velocity is not responsible for providing support for any Client-
Provided Software that is not supported by the vendor.
4. DATA CENTER SERVICES
4.1 Hardware Services
The services we will provide to support the hardware configuration will include procurement, installation, testing and
maintenance of all servers related to the processing environment. An on-site inventory of spare parts and service contracts
with hardware suppliers will serve to speed the repair time in the event of equipment failure. In addition to the forgoing,
hardware services will include:
• Performance monitoring and tuning.
• Disk storage utilization tracking.
• Configuration planning and change management.
• 24x7 automated monitoring.
4.2 Operating System Services
Operating system software support will include maintenance, monitoring and tuning of the environment. In addition to the
forgoing, operating system services will include:
• Initial installation, configuration, and testing.
• Performance monitoring and tuning.
• Maintaining software at release levels required by Client-Provided Software vendors including installation,
configuration, and testing of patches and upgrades.
• Software troubleshooting and repair.
• 24x7 automated monitoring.
4.3 Database Administration Services
We will install and configure the database in accordance with requirements of the operating system and the Client-Provided
Software. The following activities will be included as part of the database administration services:
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• 24x7 monitoring of database state, availability, and backup status.
• Space utilization monitoring for filesystems, tablespaces, archive logs, and redo logs.
• Database tuning and periodic maintenance.
• Maintaining database software at release levels required by Client-Provided Software vendors including installation,
configuration, and testing of patches and upgrades.
4.4 Backup
Velocity backup and restoration systems include fiber-attached robotic tape libraries, a separate backup network for
performing network backups, and Veritas Netbackup servers and software for administering the backup environment.
Client has the right to request at any time a snapshot of Client's data (a copy of Client's production product line data) and
Velocity will promptly provide it in a reasonable medium and format agreeable to Client. Client agrees to pay reasonable time
and material fees associated with the generation and delivery of such snapshot data.
Backup Schedule
We will perform full weekly and incremental daily backups to tape of all data and application software . Databases are
configured for hot backups, as well as, the ability to perform a point in time recovery.
Tape Retention
Velocity uses an off-site tape vault service for storage of backup media in a secure environment. Tapes are rotated offsite in
order to maintain a 48 hour recovery point.
In the event this Service Description is terminated, back-up tapes will be made available to you for the cost of the media and
shipping.
4.5 Data Center Facilities and Equipment
The data center facilities used by Velocity in the provision of its Application Management and Hosting services are owned by
Verizon Communications, Inc. Personnel from Velocity and Verizon's information technologies division conduct the design,
management and monitoring functions for the servers, storage and communication equipment used in the provision of
Velocity's services.
46 Disaster Recovery
In the event of a major incident, emergency management and disaster assessment teams will be engaged to determine if a
disaster should be declared. In the event of material damage to or destruction of the primary processing site, the disaster
recovery plan will be invoked. This plan may call for moving your processing environments to a remote recovery site.
In such an event, production environments would be recovered first, with Test and other environments following. Services for
accelerated recovery times and recovery points are available as an additional service.
The following disaster recovery services are included:
Remote recovery site
Secure off-site storage of backup media
72 hour recovery time objective
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5. DATA CENTER CONNECTIVITY
5.1 Network Services
We will install and configure a Local Area Network (LAN) within our data center as well as establish any Wide Area Network
(WAN) connection as described in this Service Description. The following systems and procedures will be included as part of
the connectivity services:
• 24x7 monitoring of network, servers, and network equipment.
• A network-based intrusion detection system that enables security personnel to detect and address intrusions in real
time. These systems are monitored 24x7. The intrusion detection software used will be RealSecure by Internet
Security Systems (ISS).
• Redundant firewalls that are strategically placed at all ingress points into our networks which are designed to allow
only authorized traffic to enter such networks. Firewalls will be strategically placed within the internal networks to
effectively isolate your traffic.
• Virtual local area network ("VLAN") technology that isolates Client network traffic from other client and internal
Velocity traffic.
• Full log analysis correlation and review, including router, firewall, host, and IDS logs to proactively identify anomalies.
• VPN and SSH protocols that eliminate the use of insecure protocols when traversing external networks.
• A dedicated Computer Incident Response Team (CIRT) within our security community to monitor and address
intrusions and other computer-related emergencies.
• Development and dissemination of host hardening guidelines that are designed to add another layer of security to our
security posture.
5.2 Network Management
Velocity has built a fully redundant network infrastructure that provides secure, high-speed connectivity within our data center.
The servers defined in this Service Description will be connected to this network infrastructure.
To protect our clients' processing environments, we have created multiple security zones (referred to as "De-Militarized Zones"
or "DMZs") that are separated by redundant firewalls. Within each DMZ, we utilize virtual LANs to further segment network
traffic.
The external DMZ ("EDMZ") represents the "dirty" side of the network. Servers placed in this zone are direct Internet facing
and required to undergo a hardening process to secure them from unwarranted access. Servers in the EDMZ will also require
the use of "Secure Socket Layer" ("SSL") technology.
Application and database servers will be placed within the internal DMZ ("IDMZ"). Like the EDMZ, this zone will be protected
by redundant firewalls and the use of VLAN segmentation.
5.3 Network Connectivity
Site-to-Site VPN Connection
VPN connectivity will be provided for communication to the data center from the primary location:
• At the data center we will establish, manage, and maintain redundant VPN devices connected to the Internet.
• Between locations, we will establish and monitor the VPN connection from the Velocity data center to your location.
• The VPN connection at both locations must utilize 168 bit 3-DES encryption.
• Client is responsible for providing and maintaining Internet bandwidth, VPN hardware, and VPN device support at the
Client facility.
6. CLIENT-PROVIDED HARDWARE
The equipment required to access the processing environment installed at your facility ("Client-Provided Hardware" and
"Client-Provided Network") will be supplied, installed and maintained by you. Your responsibilities with respect to the Client-
Provided Hardware will include:
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• Providing and maintaining the hardware necessary for your users to access the system including desktop PCs and/or
thin client terminals equipped with appropriate software.
• Providing and maintaining the Lawson supported printer(s) for batch output purposes and all other output devices as
required.
• Providing and maintaining the local area network (LAN) equipment and software required to connect desktop systems
and printers to the network communications equipment (i.e., firewall and VPN).
• Providing and maintaining the network communications hardware and software required to securely connect devices
to the system up to the point of demarcation.
• Providing end user support for the Client hardware described above.
7. CLIENT SUPPORT SERVICES
We will provide the support services necessary to ensure that your processing environment operates at or above the
performance levels guaranteed by us herein. The specific support services we will provide under this Service Description are
as follows.
7.1 Client Manager
A Velocity Client Manager (CM) will be assigned to your account. The CM will serve as the main point of contact for all service
related support needs. The responsibilities of the CM include:
• Coordinating all support related activities and resources.
• Coordinating migration activities, upgrades, and patch applications.
• Maintaining an up to date understanding of your service needs and outstanding issues.
• Overseeing the change management process.
• Notifying and coordinating any unscheduled maintenance activities.
• Managing and reporting all account activity (projects, service level and performance).
• Conducting periodic meetings to review our adherence to service level commitments and other relevant issues.
Your client manager will be available and should be contacted for Critical and Non-Critical Incidents during Standard Business
Hours. In the event that you require support outside of Standard Business Hours, you will be able to contact the Service Desk.
7.2 Technical Service Desk
We will provide the following support and system administration services with respect to the Lawson and third party software.
• 24x7 monitoring of application state and availability.
• Application tuning and periodic maintenance.
• Installation and testing of patches or bug fixes (as further described below).
• Technical support for Critical Issues will be available on a 24x7 basis.
• Technical support for Non-Critical Issues and system administrative requests during Standard Business Hours.
7.3 Designated Support Users
In order to assist in maintaining consistent communications among your staff and Velocity, you agree to designate specific
personnel who will serve as Support Users. These Support Users will have specific roles as follows:
• Four (4) application trained "super users" that will serve as the primary interface with Velocity for support issues.
• One (1) security officer and one (1) backup security officer. These individuals are responsible for authorizing
changes to user accounts including password resets and user account additions, changes, and deletions.
• One (1) primary contact for account related issues. This individual will interface directly with the Client Manager.
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7.4 Scheduled Operational Hours/Maintenance Windows
• "Scheduled Operational Hours" will be twenty-four (24) hours a day, seven (7) days a week.
• "Standard Business Hours" shall be Monday through Friday from 9 am to 9 pm Eastern Time excluding holidays.
(Holidays include: Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving,
Christmas Day, and New Year's Day).
• "Scheduled Maintenance Windows" means the time periods used by Velocity to conduct maintenance, backup and
other activities. The standard Scheduled Maintenance Windows will be six (6) hours per week commencing Sunday
at 12:01 AM Eastern Time. In additional, Velocity will publish an annual maintenance calendar detailing special
maintenance periods that are required for maintenance that would exceed the duration of the standard Scheduled
Maintenance Window.
7.5 Scope of Support Services
The Client Manager and Enterprise Service Desk services will cover only the application software defined in this Service
Description. The following conditions will apply to the support services:
• Non-Critical Incidents which are identified outside of Standard Business Hours will be recorded and assigned to a
technician the next business day.
• Velocity will be the primary contract for applications specified in this Service Description.
• Velocity will provide issue identification support for items specified in this Service Description. Any support request
reasonably deemed by us (after reasonable consultation with you) to be solely attributed to a third party application
not covered by this Service Description, its setup, configuration or architecture, or incompatibility or interoperability
errors with other supported components, will be billed on a time and materials basis after we obtain your written
approval for the work and the additional fees.
• As a maintenance paying client of Lawson, you are entitled to receive support from Lawson's support organization.
In the event that you determine a problem to be related directly to the Lawson software application, you may contact
the Lawson support desk directly to seek a resolution. Upon request, your Client Manager will coordinate your
communications with the Lawson support desk.
7.6 User Account Management (Adds, Changes. Deletions)
You will be responsible for establishing and maintaining user accounts and security settings utilizing the Velocity On-Demand
tool suite.
In the event that our security monitoring systems detect that a user ID is being used in a manner that could jeopardize system
performance or security, we may suspend or revoke that user ID. We will promptly notify you of any such suspension or
revocation actions taken.
Lawson Security Support
You are responsible for designing and enforcing Lawson-specific security among your users. Your security responsibilities will
include:
• Defining users' access to the system and the application software.
• Defining security classes and groups within the Lawson software applications.
• Defining which users have access to the defined security classes and groups.
• Lawson users will have access to the system through the Lawson Portal, self-service applications, and Lawson
Insight Desktop (LID). LID user access will not include access to the command line for security purposes.
Application Server Security
In order to safeguard your application software data, Velocity does not permit access to the UNIX command prompt. This is
done to safeguard your application software and data. The Velocity On-Demand solution requires that any action that was to
be performed at the UNIX command prompt be performed by using the Lawson application. This ensures that only the people
to whom you have given access to perform these functions will be able to do so. Along with On-Demand® enhancements,
Lawson forms such as the Lawson Program Generator ("PGMDEF"), Lawson Editor ("LEX" or "LED"), and CNVIMP can be
used to perform these system administration functions.
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DBMS Security
The Velocity On-Demand solution allows read only ODBC access to perform third party report writing, such as Crystal
reporting.
Software Patch Management
Lawson provides patches in the form of cyclical updates, service packs, and critical transfer packs and updates to its clients
under maintenance contracts. Many other third party software products will follow similar practices with respect to patches.
The Velocity On-Demand solution includes a quarterly Software Upgrade Patch ("SUP") process. This process is designed to
keep your software versions current and simplify the maintenance of your system. The process has the following steps:
Velocity gathers information about current patches and releases.
• The patches are bundled together into a combined package called a "SUP".
• The SUP undergoes extensive interoperability and quality assurance testing.
• The SUP is applied to the test environment during a SUP change window during the first month of the quarter. The
schedule of SUP change windows is published annually.
• Client is provided with a comprehensive document that details the included patches, impacted modules, related
Lawson documentation, and any required pre- and post- application steps. Client has thirty (30) days to perform
testing on the SUP.
• The SUP is applied to the production environment during a SUP change window during the second month of the
quarter.
Client has the right to opt out of a SUP in a particular quarter. However, it must then participate in the next quarter's SUP so
that it can be brought current. Clients can also choose to have the SUP applied outside of the normal SUP change window for
an additional fee.
The following items relating to support with respect to patch applications are not provided under this Service Description (but
can be performed by Velocity for an additional charge) and will be the responsibility of the Client unless otherwise agreed to in
writing by Parties:
• Functional differences and end user training.
• Functional application setup, testing, and support.
• Data integrity testing.
• Custom code testing or retrofitting.
• Interface program testing or retrofitting.
Software Upgrade Management
Lawson provides software upgrade to its clients under maintenance contracts. Many other third party software vendors will
follow similar practices with respect to patches. The tasks that we will perform with respect to software upgrades are as
follows:
• We will coordinate with you the timing of software upgrades.
• Assistance with developing an upgrade project plan.
• Technical project coordination.
• Setup of a Lawson product line to test the upgrade.
• We will perform the technical installation and testing relating to the upgrades.
• We will provide you with guidance as to the coordination of the functional configuration, functional testing, and data
validation testing.
• Upgrade of the Lawson environment.
• Installation of the upgraded Lawson software on the servers.
• Execution of the upgrade data conversion programs three (3) times (test 1, test 2, and final production move).
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• Upon your approval we will upgrade the production environment and applications.
• Production cut-over support and post go-live support.
Depending on the complexity of the upgrade additional server resources and temporary software licensing may be required.
Velocity reserves the right to charge for these additional temporary items at cost. Additionally, Velocity reserves the right to
impose time limits on the length of time devoted to the upgrade process. Additional fees may apply if the time limit is
exceeded.
The following items relating to support with respect to upgrades are not provided under this Service Description (but can be
performed by Velocity for an additional charge) and will be the responsibility of the Client unless otherwise agreed to in writing
by the Parties:
• Overall upgrade project management.
• Functional differences and end user training.
• Functional application setup, testing, and support.
• Data integrity testing.
• Custom code testing or retrofitting.
• Interface program testing or retrofitting.
7.7 Custom Code
Customization of the base Lawson code is permitted under this Service Description. In the event of an upgrade or patch,
retrofitting and testing of custom code may be required. You may choose to engage Velocity to perform these services for an
additional charge or perform these activities yourself.
7.8 System Change Management
All changes to your processing environment are governed by our change control procedures, which are organized in
conjunction with ISO 9001:2000-certified data center processes. The change management process will include the following:
• Schedule, track, communicate, coordinate, monitor, and implement changes.
• Create complete documentation of each change activity and distribute that documentation to affected parties
(documentation to include, for example, reason for change, components affected, and duration of change).
• Endeavor to secure change approval by all affected parties to facilitate successful changes.
• Develop a back out plan as a component of each change activity. Each change request includes a specific plan for
restoration of processing to original condition if the implemented change is not successful.
• Continually monitor and review all changes throughout the change management process.
• Your Client Manager will serve as your primary contact for all change requests.
Client is responsible for handling change control relative to the Lawson application code.
8. SERVICE LEVEL AGREEMENT (SLA)
8.1 Service Level Framework
Velocity's objectives with respect to its service level framework are to:
• Act preemptively to prevent or mitigate outages.
• Identify problems as soon as possible and begin corrective actions.
• Promptly notify you of problems and communicate with you throughout their duration.
• Resolve problems as quickly as practicable.
• As problems exceed preset time limits, escalate the involvement of progressively higher levels of personnel.
• After problems have been resolved, analyze their causes and, if appropriate, implement corrective measures.
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8.2 Incident Definition
For purposes of this SLA, an "Incident" is defined as an event with respect to which your processing environment requires
corrective action by Velocity. Client will reasonably classify each Incident as being either Critical or Non-Critical based on the
criteria below.
Critical Incident
• The processing environment is inaccessible.
Non-Critical Incident
• The performance of the processing environment has degraded, but not to such a degree that major functions cannot
be performed.
• A reasonable work-around can be employed with respect to the Incident.
• You request or we recommend that a system administration task be conducted.
• Incident and Outage notifications
Incident Notification
We will promptly notify you upon discovery of any Critical Incident. The notification will include providing you with information
regarding the nature, scope, expected duration and plan of action to resolve the Incident. Notification as used in this SLA
includes notice by email message, telephone call, pager message, or other expedient means, which may or may not provide
for proof of delivery.
You or your end users may identify a problem with the processing environment before it is detected by our monitoring
functions. In such an event, one of your designated Support Users must promptly contact Velocity's Enterprise Service Desk
and convey all known facts relevant to the problem.
Controlled Outage Notification
We will notify you upon discovery of any condition(s) (including those set forth below) that present the potential for an outage
and require preemptive corrective actions, with respect to which we may schedule a controlled system outage ("Controlled
Outage"). Velocity will provide as much advanced notification as reasonably possible. Velocity will make commercially
reasonable efforts to promptly implement the corrective actions, to minimize controlled outage time, and to schedule controlled
outage time during Client's non-peak processing hours. These conditions include:
• Hardware or operating system instability that may cause the processing environment to become inaccessible or
damage any data.
• Network instability that may cause the processing environment to become inaccessible or damage any data.
• The breach of a capacity threshold.
• The presence of a virus.
• Detection of unauthorized access.
Incident Resolution Notification
After the resolution of any Incident or the conclusion of any Controlled Outage, we will notify you thereof. In addition, after the
resolution of any Critical Incident, we will conduct a Root Cause Analysis as set forth below.
8.3 Call Response Time
Velocity guarantees you will receive a timely response to calls made to our Enterprise Service Desk. We will respond to each
initial call relating to a Critical Incident within one (1) hour 95% of the time over each calendar month. We will respond to each
initial call relating to a Non-Critical Incident within four (4) Standard Business Hours 95% of the time over each calendar
month If the response time falls below the stated objectives, then you will receive, subject to the section titled "Service
Credits" below, a "Service Credit" equal to the corresponding percentage (as set forth in the following table) of the hosting fees
for the month during which the stated objectives were not achieved.
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Incident Severity
Critical
Non-Critical
Response Ti'rne""": ;•,;
No more than 1 hour 95% of the time
No more than 4 Standard Business
Hours 95% of the time
Service Credit
2%
1%
A response will be deemed to have occurred at the point that we contact, via the agreed means, your designated contact
person in response to an initial call placed to the Enterprise Service Desk. However, we will be considered to have met this
commitment if such person is unreachable and, in such case, we will then endeavor to contact your designated back-up
contact person.
Incident Escalation
In the event that the duration of any Incident exceeds certain preset time limits, the Parties agree to commit the involvement of
progressively higher levels of personnel, as set forth below. Each progressive level of personnel will bring to bear authority and
resources beyond the limits of the previous level(s) involved and will apply such greater authority and resources to expedite
the resolution of the escalated Incident. Escalation will occur automatically for all Critical Incidents when the duration of such
Incident exceeds a predetermined time limit, as set forth below. If the severity level of an Incident is changed to Critical from
Non-Critical, the Incident duration will be measured from the time of such change in severity.
Escalation for Critical Incidents:
Incident Duration
Under 1 hour
1 hour
2 hours
4 hours
Velocity Management Lewi
Technical Advocate
Client Manager
VP of Managed Services
President and CEO
Velocity Operational 4®v»l
Operations Team
1st Level System Support
2nd Level System Support
Data Center Executive Management
System Availability
Velocity guarantees that your production environment will be available for the purposes of accessing interactive functions,
submitting batch processes and producing reports no less than 99.5% of each calendar month. This guarantee will go into
effect sixty (60) days after the Service commences.
In the event of an outage, we will endeavor to restore access to the system as soon as possible. The cause and responsibility
for and the duration of any outage resulting from a Critical Incident will be agreed to by the Parties following the outage. In the
event that an outage is caused by actions or failures beyond Velocity's control, the duration of that outage will not be included
in any downtime calculation. Actions or failures beyond Velocity's control include, without limitation:
• Unauthorized actions by you and/or any of your end users.
• Defects in any software provided by you.
• Connectivity problems related to any wide area network connection.
• Problems with any hardware and/or network provided by you.
• Shut-down of the processing environment in response to any request by you to do so.
The following definitions are set forth for purposes of calculating the Availability Percentage:
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Velocity
• "Scheduled Operational Hours" will mean 24 hours per day x 7 days per week.
• "Standard Business Hours" as used in this SLA will be defined the same as "Standard Business Hours" as set forth in
Section 6 above.
• "Actual Operational Hours" will mean Scheduled Operational Hours less the aggregate duration of any unscheduled
outages as set forth in this Service Description.
• "System Availability Percentage" will mean the percentage of Scheduled Operational Hours during any calendar
month represented by the Actual Operational Hours during the same month.
Test and Development Environments
System availability guarantees will apply only to environments (and the related Lawson product lines) designated as
production environments. In the event of an outage involving a test or development environment or server, we will start
restoration activities immediately, pending any other activities required to restore any production environments or product
lines. If requested by you or initiated by us, we will conduct a Root Cause Analysis. Any Root Cause Analysis with respect to
a test or development environment or server will consist of short, informal exchanges of information designed to quickly
assess the cause of the failure.
Dispute Resolution
In the event that the Parties are unable to mutually agree to the cause and/or duration of any Critical Incident, such dispute will
be managed in accordance with the dispute resolution procedures set forth in the Master Agreement.
If in any calendar month the System Availability Percentage falls below the Optimal performance level, you will receive a
"Service Credit" equal to the corresponding percentage (as set forth in the following table) of the hosting fees for such month.
Performance level
Optimal
Sub-Optimal 1
Sub-Optimal 2
Sub-Optimal 3
:. Availability Peipintage ,,%,
> 99.5%
< 99.5% and > 95.0%
< 95.0% and > 90.0%
< 90.0%
Service Credit
N/A
4%
8%
12%
Performance Reporting
This solution is designed to provide redundancy throughout the processing environment, including redundant power, network
cards, processors, and system disks. The data storage utilizes a RAID 5 configuration. Spare equipment, replacement parts
and vendor maintenance agreements are in place along with the resources, policies and procedures required to meet the
service level commitments set forth above.
To the extent that the configuration, infrastructure or environment in use for your applications is not sufficient or adequate to
maintain or exceed the service levels (other than due to excessive growth of Client's user base, transaction volume or the
addition of new software modules), Velocity will promptly tune the application including database and operating system
("Performance Tuning") to achieve this performance target.
We will provide you with a monthly report package depicting key metrics related to services provided. These performance
reports, which will be delivered monthly via email, will include:
• System availability statistics.
• Disk space utilization statistics.
• Client support data including summary data on all Incidents.
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Velocity
Service Credits
If Velocity has not achieved the service level commitments defined in this SLA at the conclusion of any full calendar month
during which the Service was provided, then Velocity will apply the commensurate "Service Credit" (as defined above) to your
account, provided that, as of the date on which such Service Credit would otherwise accrue, you are (a) in full compliance with
all of your payment obligations under the Master Agreement and (b) not in default of any other material obligation under the
Master Agreement.
9. FEES AND TERM
9.1 Fees
Client shall pay the fees indicated herein, in accordance with the applicable terms and conditions of the Master Agreement.
The activation fees are due upon execution of this Service Description. The billing for the monthly service fees shall
commence one month following the date of this Service Description.
Application Suite
Hosting fees for Environment as defined in section 1 of
this Service Description
Totals:
Activation Fee
$26,151
$26,151
Monthly Fee
$16,351
$981,060
9.2 Adjustments to Monthly Fees
Usage Thresholds
On each anniversary of the date of this Service Description, we shall examine the metrics outlined below and, if any one of
such metrics increases by more than fifteen percent (15%) over the amount thereof as in effect as of the date of this Service
Description the monthly recurring fee for the applicable Application Suite shall be increased proportionately. This percentage
increase in the effected statistic shall be multiplied by the portion of the total monthly fee assigned to the effected application
suite (determined by dividing the number of concurrent users for the effected suite by the total number of concurrent users).
9.2.1. For the HR/Payroll Application Suite:
Concurrent Users
Number of employees
50
5,000
Future Releases
Future releases of Lawson or other hosted applications may necessitate changes to the hardware, system software, and/or
network communications which have not been factored into the monthly hosting fee.
9.1 Term
The term of this Service Description shall commence on the date hereof and shall continue for sixty (60) months.
9.2 Transition Services
Upon expiration or termination of this Service Description, for any reason other than default by you pursuant to the Master
Agreement, we will provide to you, upon your request, the following "Transition Services" intended to enable you to effect the
orderly and comprehensive transition of your system from our data center to your facility or the facility of a third party
designated by you. Such Transition Services shall be provided as follows:
• Continuation of the Service under this Service Description up to ninety (90) day, provided that you make timely
payments of all amounts due to us under the Master Agreement for such transition period at the monthly fees that
were applicable to the last month of the term.
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Velocity
Participation in the preparation and implementation of a turnover plan on a time and materials basis at our rates then
in effect.
Transfer of all available Client-Provided Software and Client data (archived and current) to you. Velocity shall not be
responsible for the retention of Client data for a period in excess of sixty (60) days following the completion of
Transition Services. You understand and agree that at any time on or after the sixty-first (61st) day following the
completion of the Transition Services, Velocity will implement data purge procedures, erasing disk storage and tapes,
including backup tapes, containing Client data. You hereby release Velocity from any and all liabilities in connection
with the erasure or destruction of Client data which has been stored on any Velocity-Provided Hardware after the
sixtieth (60th) day following the completion of Transition Services.
IN WITNESS WHEREOF, the Parties hereto have executed this Service Description by their duly authorized representatives
as of the date set forth above.
VELOC
Name / ' / /
Si/P
*/
Title
Date
Approved As To Form
Paul Edmojfcon, Qoputy^Assistant City Attorney
Date:/O
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