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HomeMy WebLinkAbout2013-01-08; City Council; 21105; Contract Upgrade Financial Information SystemCITY OF CARLSBAD - AGENDA BILL 17 AB# 21,105 APPROVAL OF CONTRACTS FOR THE UPGRADE OF THE CITY'S FINANCIAL INFORMATION SYSTEM AND ASP SERVICES DEPT. HEAD -y^y MTG. 01/08/13 APPROVAL OF CONTRACTS FOR THE UPGRADE OF THE CITY'S FINANCIAL INFORMATION SYSTEM AND ASP SERVICES CITY ATTY. DEPT. IT ^ APPROVAL OF CONTRACTS FOR THE UPGRADE OF THE CITY'S FINANCIAL INFORMATION SYSTEM AND ASP SERVICES CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2013-021 approving a contract between the City of Carlsbad and SunGard Public Sector, Inc. for professional services and travel related expenses for training, implementation, data migration, and remote project management; and approving a contract with SunGard Public Sector, Inc. as an application services provider of the city's financial information system. ITEM EXPLANATION: In April of 1996, Council authorized the upgrade of the city's financial information system by approving a contract with Bi-Tech Software, Inc., for its Interactive Fund Accounting System software known as IFAS. The city successfully implemented IFAS in 1997, and utilized this system for the city's general accounting, payroll, human resources, accounts payable, accounts receivable, purchasing, cash receipting and fixed asset tracking and reporting up until June 2008. In June 2008, the city upgraded its classic IFAS system to the new 7i, web-based platform of IFAS for its financial information system needs. Since then, human resources, payroll and timekeeping operations have been migrated to the new Human Capital Management System (HCMS). During the past several years, SunGard Public Sector, Inc. has acquired several other financial information systems software companies. In an effort to streamline its operations, its strategic decision is to support only one of the three financial information systems. This system is called ONESolution, and it is basically an upgraded IFAS system. Beginning January 1, 2013, SunGard Public Sector, Inc. will no longer be supporting the 7i version of IFAS that the city is currently using, forcing the city to either upgrade to its new ONESolution or to implement a new financial information system. In February of 2012, a goal team was formed to address whether it would be in the Ck ''s best interest to upgrade the financial information system to ONESolution or to implement a ni '^RP (Enterprise Resource Planning) system. The team evaluated the costs of implementing ERP system to address the financial reporting needs of the city. It was determined th costs of implementing a new system, an estimate of over $2.2 million (including soft\ project management and the backfilling of key positions during the implementation), dio outweigh the benefits of a new system. In fact, at a cost of $300,000, the city could upgradi ONESolution, and achieve a majority ofthe same benefits as implementing a new DEPARTMENT CONTACT: Bill Baer 760-602-2451 bill.baer(gcarlsbad.gov FOR CiTY CLERKS USE ONLY. k • COUNCIL ACTION: APPROVED k • CONTINUED TO DATE SPECIFIC • DENIED k • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Page 2 system. In addition, implementing a new ERP system is more risky than upgrading the city's current ERP system. In addition, the city will now have the financial infonnation system on a platform that is capable of accepting future enhancements to the system. These enhancements may include: Electronic accounts payable payments (to be implemented as part the first phase) Imaging of documents (i.e. invoices, support documents, etc.) Additional workflow opportunities (accounts payable, budgeting, journal entries, etc.) Budget item detail that will allow budgeting at a more detailed level by object code Creation of web fonns to help streamline processes Potential usage of other ONESolution modules (e.g. grants management, contract management, bid and quote management, and work order management) The implementation of ONESolution requires a Project Manager (similar to the implementation of IFAS) to oversee and administer the project due to the magnitude of the upgrade, as well as to provide training services and the creation of new procedures. For project management services, this will involve overseeing the details of the project, making sure that the project stays on schedule, coordinating the installation and implementation of the software, testing the software, facilitating meetings with staff and SunGard Public Sector, Inc., monitoring the project status and keeping all participants informed. Project management services will be resourced internally, providing the city with significant savings compared to prior implementations and upgrades. Finally, the city will be contracting with SunGard Public Sector, Inc. to act as an application services provider (ASP) of the city's financial information system. The ASP agreement will provide the city with the following services: • Better disaster recovery as the current backup of IFAS is located at the Dove Library. • The ability to migrate from the Unix/lnfonnix platform (after this upgrade, only the utility billing system will reside on the Unix/Informix platform). Once the utility billing software is upgraded and migrated from the Unix/Informix platform, the city will see significant annual savings. • Increased infrastructure support by making it easier to apply patches and upgrades. • Increased offsite access by employees. In summary, staff is recommending the upgrade to ONESolution at this time due to: Least costly alternative for meeting the city's ERP needs. Least risky alternative. Foundation for application enhancements and future process improvements. Stay current with the requirements of the SunGard Public Sector, Inc. maintenance contract. Better disaster recovery. Migrate off the Unix/Informix platform. Better infrastructure support. Easier offsite access. Page 3 FISCAL IMPACT: The total cost ofthe project is $300,000 and will be funded through innovation funds available in the General Fund. No additional appropriations are being requested at this time as sufficient funds exist in the innovation budget in the General Fund. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065 and CEQA Guidelines section 15738, this does not constitute a "project" within the meaning of CEQA and therefore, does not require an environmental review. EXHIBITS: 1. Resolution No. 2013-021 approving a contract with SunGard Public Sector, Inc. for professional services related to the upgrade of the city's financial information system and approving a contract with SunGard Public Sector, Inc. for application services provider ofthe city's financial information system. 2. Professional Services Agreement with SunGard Public Sector, Inc. for migration to ONESolution financial system services. 3. Application Services Agreement with SunGard Public Sector, Inc. ^3 Exhibit 1 1 RESOLUTION NO. 2013-021 3 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A CONTRACT WITH SUNGARD PUBLIC SECTOR INC. FOR 4 PROFESSIONAL SERVICES RELATED TO THE UPGRADE OF THE CITY'S FINANCIAL INFORMATION 5 SYSTEM AND APPROVING A CONTRACT WITH SUNGARD PUBLIC SECTOR, INC. FOR APPLICATION 6 SERVICES PROVIDER OF THE CITY'S FINANCIAL INFORMATION SYSTEM 7 8 9 10 11 12 13 19 20 21 22 23 24 25 26 27 28 WHEREAS, in April 1996, Council authorized the upgrade ofthe city's financial information system by implementing SunGard Bi-Tech's IFAS system; and WHEREAS, in June 2008, the city upgraded its classic IFAS system to the 7i web-based platform of IFAS for its financial information system needs; and WHEREAS, human resources, payroll and timekeeping operations have been migrated to the new Human Capital Management System (HCMS); and 15 WHEREAS, effective January 1, 2013, SunGard Public Sector, Inc. will no longer 16 support the IFAS 7i platform that the city currently uses; and 17 WHEREAS, recently staff conducted a cost benefit analysis, and determined that 1^ upgrading to ONESolution (SunGards's newest platform) is the most efficient solution to meet all of the city's financial reporting needs; and WHEREAS, by upgrading to ONESolution, the city will have its financial information system hosted on a platform that will be supported by SunGard Public Sector, Inc. in the future, and will allow the city to implement future additional enhancements to its system; and 11 12 13 14 15 20 21 22 23 24 25 26 27 28 Sector, Inc. and an application services agreement with SunGard Public Sector, Inc. NOW. THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. Exhibit 1 1 WHEREAS, there is sufficient funding in the General Fund Non-Departmental 2 innovation budget to fund the professional services agreement with SunGard Public 3 4 5 6 7 g 2. That the Mayor of the City of Carlsbad is authorized to sign a professional 9 services agreement between the City of Carlsbad and SunGard Public Sector, Inc. for 10 migration to ONESolution financial system services 3. That the fees and compensation for said professional services shall not exceed $210,000 and shall be as described in the addendum to the professional services agreement between the City of Carlsbad and SunGard Public Sector, Inc. 4. That the Mayor of the City of Carlsbad is authorized to sign a contract between the City of Carlsbad and SunGard Public Sector, Inc. for application services 27 provider services related to the city's ONESolution upgrade project as outlined in the 18 contract. 5. That the fees and compensation for said application services shall not exceed $124,847 and shall be as described in the contract between the City of Carlsbad and SunGard Public Sector, Inc. // // // // // 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council of the City of Carlsbad on the 8*^ day of January, 2013, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Blackburn and Douglas. None. ABSENT: None. City Clerk AGREEMENT FOR APPLICATION HOSTING AND MIGRATION TO ONESOLUTION FINANCIAL SYSTEM SERVICES SUNGARD PUBLIC SECTOR INC. THIS AGREEMENT is made and entered into as of the ^""^ day of CrCLi\UCXjrq , 20JS, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"jrand SunGard Public Sector Inc., a Florida corporation, ("Contractor"). RECITALS A. City requires the professional services of a software vendor that is experienced in hosting, migrating and installing SunGard's OneSolution financial system. B. Contractor has the necessary experience in providing professional services and advice related to hosting, migrating and installing SunGard's OneSolution financial system. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Sen/ices, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof in an amount not to exceed two hundred ten thousand dollars ($210,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Sen/ices to be performed during the initial Agreement term will not exceed two hundred ten thousand dollars ($210,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/17/12 1 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide sen/ices under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor shall not subcontract any portion of the Services required under this Agreement. If Contractor subcontracts any of the Services, Contractor shall be in breach of this Agreement and City may, in its sole discretion, terminate this Agreement. 8. OTHER CONTRACTORS The City resen/es the right to employ other Contractors in connection with the Sen/ices. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any gross negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City agrees to indemnify and hold harmless Contractor and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any gross negligence, recklessness, or willful misconduct of City, its officers, employees, and agents for whose acts any of them may be liable. 10. INSURANCE Contractor will obtain and maintain for the lesser of three (3) years or the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the sen/ices by Contractor or Contractor's employees. The insurance will be obtained from an insurance carrier admitted or authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus line City Attorney Approved Version 2/17/12 insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A-:VII". 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this* Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits wiil apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim and in the aggregate. Contractor will endeavor to ensure that Coverage must be maintained for a period of five years following the date of completion of the work. CMMI \A/y^W>^ I I If box is checked. Professional Liability City's Initials CoK^tector's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made and reported basis coverage. 10.2.3 This insurance will be in force during the lesser of three (3) years or the life of the Agreement. ,10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to City Attorney Approved Version 2/17/12 maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, proof of insurance coverage. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours and upon reasonable notice, to examine, audit, and make transcripts or copies of records related to all billable and reimbursable expenses created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS Reserved. 14. COPYRIGHTS Reserved. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Bill Baer Name Chris Coleman Title IT Manager Title VP - Finance Department Information Technology Address 1000 Business Center Drive City of Carisbad Lake Mary, FL 32746 Address 1635 Faraday Av Phone No. 800-727-8088 Carisbad, CA 92008 Email Phone No. 760-602-2451 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 2/17/12 4 ID 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenA/ise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonA/arded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fon^/arded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that City Attorney Approved Version 2/17/12 Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othen^/ise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. DISCLAIMER OF OTHER WARRANTIES. THE EXPRESS WARRANTIES SET FORTH ABOVE TAKE THE PLACE OF AND SUPERSEDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE. EXCEPT AS EXPRESSLY STATED HEREIN, CITY'S REMEDIES PROVIDED FOR HEREIN ARE EXCLUSIVE. 27. LIMITATION OF LIABILITY^ In no event will Contractor be liable for any special, incidental, indirect or consequential damages arising out of this Agreement or any Exhibit A hereto or by City's use of any Services City Attorney Approved Version 2/17/12 1^ or software product provided by Contractor under or in connection with this Agreement or any Exhibit A. City's exclusive remedies with respect to the Service(s) provided under Exhibit A shall be Contractor's obligation to affect a solution to any problem caused by such Service(s). If Contractor is unable to solve such problem or to correct such software after a reasonable attempt to do so, then City's exclusive remedy shall be a return of monies paid hereunder, but shall not in any event exceed, in the aggregate, the sum or sums City has paid to Contractor for the Sen/ice(s) provided by Contractor pursuant to the Exhibit A from which the alleged damages arose. 28. CONTRACTOR'S CONFIDENTIAL INFORMATION^ 28.1 City acknowledges and agrees that all documentation, training programs and materials, computer programs and other materials created and/or furnished by Contractor to City in conjunction with Services provided under this Agreement (including Exhibit A hereto) constitute confidential, proprietary property and trade secrets of Contractor, Contractor's parent, affiliates, or vendors (such information, and materials collectively being referred to as "Contractor's Confidential or Proprietary Information" and constitute a valuable asset of Contractor. City agrees to hold all of Contractor's Confidential or Proprietary Information in strictest confidence and to limit access to Contractor's Confidential or Proprietary Information to only those of City's employees (and independent contractor[s] when Contractor prior written permission to permit access by an independent contractor[s] has been obtained) who need access to Contractor's Confidential or Proprietary Information in order for City to receive the benefit of the Services provided hereunder. 28.2 Contractor (or Contractor's parent, affiliates or vendors as the case may be) shall retain all right, title and interest in and to Contractor's Confidential or Proprietary Information, including but not limited to all intellectual property rights, copyrights, trade secrets and patents. Contractor agrees to grant to City a non-exclusive, non- transferable license to use Contractor's Confidential or Proprietary Information only for purposes of the Services to be provided in accordance with any Exhibit A. 28.3 The provisions of this Section 28 will survive termination of this Agreement or any Exhibit A. 28.4 Public Records Request If City receives a request to disclose any Confidential or Proprietary Information under any Public Information Act, Open Records Act or similar law ("Request"), the City shall immediately notify SunGard Public Sector and prior to disclosure give SunGard Public Sector an opportunity to take any protective action it deems appropriate. If SunGard Public Sector has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to, the City may, in its sole discretion and without being in breach of this Agreement, respond to the Request as the City deems appropriate. In the event that SunGard Public Sector directs the City not to disclose the Confidential or Proprietary Information materials sought pursuant to the Request, SunGard Public Sector will indemnify City against any losses, including reasonable attorney fees and costs, sustained arising from the non-disclosure of the Confidential or Proprietary Information material requested in the Request. City, in its sole discretion may tender the Request to SunGard Public Sector for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. City Attorney Approved Version 2/17/12 \3 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: (print name/title) (sign here) (print name/title) ATTEST: City Clerk If required by City, proper notarial acknowledgment of execution by contractor must ^6^"'*^^ attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONAl City Attorney Approved Version 2/17/12 EXHIBIT A - SCOPE OF WORK ONESolutlon/SQL Migration Prepared for CITY OF ^fei. C AR I ^RAD H ^^^^^^^ Sj^^^fm ^^^^^MF^F U^^^mfF 10/29/12 Table of Contents 1 EXECUTIVE SUMMARY 1 1.1 INTRODUCTION 1 1.2 SCOPE OVERVIEW 1 1.3 PROJECT GOALS 1 1.4 ASSUMPTIONS 2 2 IMPLEMENTATION 3 2.1 IMPLEMENTATION APPROACH - ONTRACK IMPLEMENTATION METHODOLOGY 3 2.1.1 Stages 3 2.1.2 Tracks 4 2.2 DEFINITIONS 7 2.3 IMPLEMENTATION METHODOLOGY 7 3 PROJECT DELIVERABLES BY STAGE 8 3.1 PLAN DELIVERABLES 8 3.2 PREPARE DELIVERABLES 11 3.3 EXECUTE DELIVERABLES 12 3.4 CONFIRM DELIVERABLES 14 3.5 SUPPORT DELIVERABLES 15 4 PROJECT STAFF POSITION DESCRIPTIONS 18 5 CHANGE REQUESTS AND CHANGES TO THIS STATEMENT OF WORK 21 6 SCOPE CLARIFICATION & MISCELLANEOUS ITEMS 21 6.1 TRAINING 21 6.2 BUSINESS PROCESS REVIEW - 21 6.3 INSTALLATION SERVICES 7.6 UNIX TO SQL MIGRATION 21 6.4 CUSTOMIZATIONS (FUNDED DEVELOPMENT) 22 6.5 REPORTING 22 6.6 WORKFLOW 22 6.7 INTERFACES 22 6.8 TESTING 22 6.9 END USER TRAINING 22 6.10 ESCALATION PROCEDURES 22 STATEMENT OF WORK CITY OF CARLSBAD, CA 1 EXECUTIVE SUMMARY 1.1 INTRODUCTION This document contains the approach and Statement of Work (SOW) for the definition, configuration, and deployment of the software and services for the Finance migration from IFAS 7.7 to ONESolution 11.10 for the City of Carisbad, CA. SunGard Public Sector will assist the City of Carisbad with the migration. 1.2 SCOPE OVERVIEW The scope of this project will include a migration from Carisbad's on-premises IFAS 7.7 Informix installation to SQL Server, hosted through SunGard's ASP offering, and an upgrade to version 11.10 of SunGard Public Sector's ONESolution Financial software. Through a series of defined deliverables, and milestone achievements, the City will achieve this goal. 1.3 PROJECT GOALS a) Utilize the functionality provided by existing applications and provide a platform for future improvements. b) Improve current business processes. c) Provide user friendly reporting tools, enabling users to extract needed data to other desktop applications. d) Accomplish the above goals with minimal customization of commercial software. 7 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA 1.4 ASSUMPTIONS It is assumed that: a) City will make resources available to assist with preliminary data validation during the initial Installation and Initial Data Migration and subsequent Mock Migration of Data. b) Staff with the appropriate skills and experience will be furnished by SunGard Public Sector for each Consulting Session or other review activities, whether onsite or conducted remotely. c) The City will provide an adequate workspace for each onsite SunGard Public Sector consultant, with access to a desktop workstation, network, telephone and close proximity to the City Project Team. Adequate breakout and conference space will also be provided. d) When SunGard Public Sector is onsite, the City Project Team should ideally be located near the SunGard Public Sector project members to facilitate good communication and coordination amongst the team members. e) Adequatetrainingspace will be provided by the City for training throughout the project. The training room will consist of at least six (6) fully functioning networked computers, meeting at least the City's minimum of hardware standards. f) All software failures, or data issues found—whether by SunGard Public Sector or the City will be logged into the Issues Log as described in the OnTrack Implementation Methodology. g) The City will make the City's Project Team members available for meetings, consulting and training sessions, discussions and conference calls upon request by SunGard Public Sector. City Project Team members will respond to information requests by SunGard Public Sector staff not to exceed five (5) Business Days unless agreed upon in time to minimize delays in the project. h) Whenever possible. City and SunGard Public Sector may consider alternative meeting options such as WebEx, Video Conferencing, Remote Desktop and Conference Calls. Making use of this technology will help in reducing travel and expense costs. (Remainder of Page Intentionally Left Blank) IS CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA 2 Implementation 2.1 Implementation Approach - OnTrack Implementation Methodology This section presents an overview of SunGard's Implementation Methodology and Approach, OnTrack, which is also a basis for the project plan structure. The "OnTrack Implementation Methodology" information contained in this section is to be considered confidential and proprietary information. We have performed many ONESolution software implementations and have used this experience to construct our proprietary OnTrack Implementation Methodology. Our experience has shown us that successful software implementations are due to a combination of the capability of the software, quality and commitment ofthe people involved, and the effectiveness ofthe implementation methodology. Each of these is a critical component to successful software deployment and use; the methodology used to implement software is the key factor in mitigating risk and achieving a successful implementation. We have put great effort into developing OnTrack, which we believe is the most comprehensive approach to a successful implementation you will find anywhere. It is an effective approach to your ONESolution implementation because it has been structured with several key goals in mind: Clarity of overall direction and alignment with City outcome expectations Clarity of detailed activities, deliverables and roles - both in purpose and function Confidence of success through organization, thoroughness and early accomplishments Establishment of a partnering relationship Reliance on best practices developed from past implementations Assurance of attaining quality functionality, on time and on budget Achievement of knowledge and ownership transfer Fulfillment of expectations through agreed, measurable achievements OnTrack is organized around Stages (Time Periods) and Tracks (Aspects of Work). 2.1.1 Stages The following five stages correlate to the basic activities over the implementation timeframe from contract signing through go-live: Plan - All of the work to establish the basic infrastructure and confirm general scope is accomplished in the Plan stage. This includes establishing the project plan and project team; confirming resources and client site facilities; ordering and constructing the technical system (hardware, software, etc.); confirming the expected use of software functionality; identifying all ofthe development programming work to be done and performing initial consulting. During this stage a project summary document will be produced detailing how the implementation project will be kept on track. Metrics will also be identified and agreed to as an objective method to measure achievement of expected City outcomes. Prepare - Key requirements decisions will be processed, confirmed, and reviewed in the Prepare stage. The technical system will be put in use at the client site and tested for basic operational capacity. The functional business requirements will be understood, with decisions made as to how the software will be configured. Some core items will be configured. Detailed specifications for each development item included in the development scope will be produced, giving clear direction to programmers. Planning will begin for developing an end-user training program, including materials and a general training CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA schedule. The project management team will continue to maintain tools established in the Plan stage to keep the project on track. Execute-The team will be making change happen during the Execute stage. The functional team will be configuring modules to perform functionality as identified in the Prepare stage, and each module will be tested within itself to ensure functionality meets requirements (unit test). The technical team will be reinforcing procedures to refresh and restore data, manage database versions, etc. Project management will pay particular attention to organizational preparedness, a cutover plan, and the many detailed configuration items that are being finalized. The training team will finish end-user training materials and schedule the initial classes, with the goal of getting end users on track with ONESolution. Confirm - Final preparation is being made by all teams for go-live in the Confirm stage. Integration testing is following up the unit testing that was performed in the Execute stage - integration testing will test functionality between modules as determined by the flow of your organization's business processes. The functional team will also provide you with everything you will need to receive excellent service from the Help Desk for go-live and beyond. Training will be delivered to end users to ensure they know how to do their jobs in the new system. The technical team will be supporting many project team requirements, such as refreshing training data, installing software on all end-user PCs and ensuring printers are functioning properly. Project management will be overseeing a host of final tasks, including a detailed two-week cutover plan, to ensure the go-live date is kept on track. Support - The activities that occur after go-live to ensure the system runs effectively take place during the Support stage. Functional consultants will continue to support your team through specific first time uses of the software, such as your first check run and your first close. The technical team will monitor the performance of your system in its first month of production, paying particular attention to database performance. The development team will be available for any assistance as your forms and reports are used in production. Project management will focus on the issues log to tackle any unexpected production issues that arise - although these should be minimized by the thorough integration test in the Confirm stage. Perhaps most importantly, you will begin to use SunGard Public Sector's Help Desk services, which will guide you to any additional services you need during production to keep you on track, 2.1.2 Tracks The following five tracks represent work tracks that run throughout the project with specific deliverables at each stage: Project Management - Throughout the project, the project management track team will keep the project organized, on schedule and on budget. A series of project management tools are provided to assist your project manager in leading the project effort, including high level and detailed project plans, an issues log, a project team organization chart and a comprehensive project communication plan that addresses the communication needs for every internal and external stakeholder. OnTrack also includes a change management plan to assess your organization's readiness for change and provide sufficient preparation. A detailed budget tool is provided to ensure your project stays on budget. Finally, at key milestones, a stage's deliverables will be compiled together to give you a complete project summary document. Technical - The first activities to be performed for your implementation will be the specification, ordering, staging, and installation of your technical system - the hardware, software and third-party CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA products that will make ONESolution function smoothly and reliably. The technical track team will guide you through a series of clearly explained activities and deliverables to ensure that your system is ordered to correct specifications. The system will be installed remotely by SunGard Public Sector's technical resources (our preferred method, which is not mandatory), with a follow-up onsite hardware integration visit. Throughout the implementation, SunGard Pubic Sector will provide technical consulting and training to your systems' administrator(s) in areas such as database maintenance; data refresh and restore procedures, printer setup, and PC software installation. Development - The development track consists of the five elements of programming that may exist on your implementation project: conversions, interfaces, modifications, forms, and reports. The first activities and deliverables revolve around a thorough scoping effort in each of these five areas, including items that may or may not require programming. For example, if an organization has eight legacy data sets that need to be converted into ONESolution, perhaps only three will require a conversion program, while the other five may be small and simple enough to be manually converted. The conversion scope deliverable will still deal with all eight sets, describing the source data, volumes, conversion method, etc., so that a complete scope of every conversion requirement will be established and updated throughout the project. This approach will be consistent across the five development areas. After scoping is complete, pre-configured specification deliverables will be completed for each item across the five areas requiring programming. Finally, the programs will be written, tested and implemented to ensure that all data flows in a manner that most effectively suppori:s your business requirements. Functional Consulting - Functional consulting begins with key dialogue between our consultants and your project team members; we ask thoroughly developed questions and listen carefully to how the system will be used. At the same time, we continue to enhance the users' knowledge ofthe software so that together we continuously improve our capability to make the software meet their needs. Deliverables have been established that direct the answers to specific configuration decisions within a full list of configuration possibilities in order to ensure comprehensive coverage of functionality requirements. Throughout, documentation of business process requirements, configuration, and the ultimate procedures that result from integration testing will be created so that City teams will have complete onsite guidance when go-live is achieved. Training - Perhaps no area is more important than end-user training to provide a rapid understanding of how ONESolution will support the performance of jobs on a day-to-day basis. End users will need simple-to-understand training guides and reference materials in order to rapidly get up to speed on the new software after go-live. Our consultants work throughout the project to develop end-user training materials, schedule training sessions, and deliver training in a train-the trainer model. The end result will be a project team that succeeds in configuring and delivering quality functionality to the organization, and a group of end users who are able to perform their responsibilities in the new software efficiently and with confidence. In summary, OnTrack's structure and content have been developed in great depth to ensure that each implementation is comprehensive - we have taken great care to ensure that every detailed activity that needs to be performed during implementation is identified and clearly explained, along with templates and a finished example for each deliverable - supported by a detailed project plan that directly assigns team members' hours to performance of activities and deliverables. This is a fundamental advantage of the OnTrack methodology - we provide the detailed tools and templates to successfully guide each implementation. OnTrack ensures that projects stay on time, on budget, and deliver the functionality organizations need. CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA The following modules are planned for implementation: General Ledger Job/Project Ledger Accounts Payable/ Encumbrances Budgeting Budget Item Detail, Licensed but not using Purchasing Bank Reconciliation Accounts Receivable Cash Receipts Fixed Assets Person Entity CDD Documents Online (Previously known as Imaging) Easy Laser Forms Workflow Security Dashboards (Remainder of Poge Intentionally Left Blank) CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA 2.2 Definitions Deliverable - The documents and/or materials and activities identified in the OnTrack Methodology In Section 3 of this Statement of Work (SOW). Change Request - Means proposing a request for a change to this SOW. Onsite - The activity shall be conducted at City facilities in Carlsbad, CA. Third Party Software - Any software used to complete the solution that Vendor provides, where ownership rights are held with someone other than the Vendor. 2.3 Implementation Methodology This project will use SunGard's OnTrack implementation methodology. (Remainder of Page Intentionally Left Blank) ^3 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD,CA 3 Project Deliverables by Stage The following tables describe, for each stage, the implementation activities and deliverables to be completed by the respective City and SUNGARD roles. This implementation will have a City Project Manager and a SunGard Remote Project Manager. 3.1 PLAN Deliverables and Tools Activities Deliverables and Tools CITY Role SUNGARD Role Plan all ofthe sequences of major steps in the project, from contract signing to go- live. Project Plan - High Level The high level project plan is an MS Project based visual representation ofthe summary activities, deliverables and milestones ofthe project. It will be organized around OnTrack's Stages, Tracks and deliverables. (Deliverable) Project Manager Remote Project Manager Plan the detailed hours required for each person on the project team to accomplish all of the work they are assigned. Project Plan - Detailed The detailed project plan is an MS Excel based representation of activities and deliverables assigned to specific people on the project team. Each task assignment will include an estimate of expected hours and remaining hours by person. The use of Excel to update remaining hours by task is a simple means to measure at a detailed level the On Time status ofthe project. (Deliverable) Project Manager Remote Project Manager Establish a central place for all issues to be entered, tracked and managed towards resolution. Establish a place for key project decisions to be documented Issues Log The issues log is an MS Excel spreadsheet that will be established in a public repository for easy access by every project stakeholder. The key principle is to foster an environment, technically and culturally, where many people will use one central place to log issues, in as easy a medium as possible. An additional tab in the Issues log will be used to document key decisions made on the project. (Tool) Project Manager Remote Project Manager Establish a mechanism and process to maintain visibility on the overall project costs - budget vs. actual Budget Plan The Budget Plan is an MS Excel spreadsheet that is established to track all aspects of actual implementation costs against the budget. (Tool) Project Manager Remote Project Manager CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA Activities Deliverables and Tools CITY Role SUNGARD Role Create a communications plan that will identify all of the necessary communications to keep all stakeholders informed throughout the project Communication Plan The Communication Plan is an MS Word document that first identifies all of the internal and external stakeholders, and details the messages they need to receive, how often the messages should be sent, and in what medium. Once this is established, a calendar is used to create specific communications tasks for the Project Manager. (Tool) Project Manager Remote Project Manager Draft a statement that establishes the authority of the City Project Manager Project Authority Statement The Project Authority Statement is an MS Word document signed by the project sponsor that expresses the responsibilities and authority ofthe City project manager (Tool) Project Manager Remote Project Manager \;PUN-:'-::::;:.:';7:-;:::;:- Activities Deliverable CITY Role SUNGARD Role Conduct a Technical Planning Teleconference that will plan and prepare all activities for the Technical Track's Planning stage. The Technical Planning Summary will summarize on paper all aspects ofthe technical planning teleconference, including responsibilities of all parties, hardware specifications and ordering instructions, database specifications, network specifications, backup processes, etc. (Deliverable) Technical Lead Remote Project Manager ASP Installation Services Coordinator/System Administrator Review Hardware/Technical Specifications. The Hardware Specifications Documentation will provide details regarding all requirements for ensuring the overall hardware architecture will function effectively. Technical Lead Remote Project Manager ASP Installation Services Coordinator/System Administrator Conduct an analysis of existing workstation specifications for use in determining workstation upgrade and/or installation requirements. The Workstation Requirements provides the City with an outline for managing End User Workstations. (Deliverable) Technical Lead Remote Project Manager ASP Installation Services Coordinator/System Administrator CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD,CA PLAN . :->-:-'^^'\'..:^^mm^ Activities Deliverable CITY Role SUNGARD Role Review Content of Standard Functional Consulting Agendas and create a preliminary list of attendees for each session. Agendas/Who to Attend - Agendas are a series of Microsoft Word documents that provide standard content for each Functional Consulting session. Attendees of Functional Consulting sessions would include the Core Project Team and subject-matter-experts as necessary. Complete agendas will be provided as part ofthe OnTrack materials. (Tool) Functional Team Members Functional Consultants Provide materials to assist with the training of staff throughout the implementation. Standard Consulting Manuals-Standard Manuals are Microsoft Word documents and or Adobe Acrobat Files designed to supplement training efforts throughout the implementation. (Tool) Functional Team Members Functional Consultants Modify the Configuration Test Plan Templates to match the requirements ofthe City's set up. Test Plans will be documents that outline a test plan for each module and will be modified and owned by the client as needed. (Deliverable) Functional Team Members Functional Consultants Conduct Business Process Reviews. Business Process Reviews - Finance - identify gaps between existing business processes and software utilization. The deliverable is a detailed document with our findings along with specific recommendations that can be incorporated into the project plan or implemented at a later date. (Deliverable) Functional Team Members Functional Consultants (Remainder of Poge Intentionally Left Blank) 10 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA J 3.2 PREPARE Deliverables and Tools PREPARE Bolded Role has Primary Responsibility Activities Deliverable CiTY Role SUNGARD Role Discovery Call followed by Scope of work deliverable. Install and Initial Data Migration Project Manager Remote Project Manager Discovery Call followed by written specifications. PO ELF Form Project Manager Remote Project Manager Developer Discovery Call followed by written specifications. AP EFT Workflow Project Manager Remote Project Manager Developer Discovery Call followed by written specifications. AP EFT Setup Project Manager Remote Project Manager Functional Consultant ASP team to Install and Prepare new environment. ASP Setup Project Manager Technical Lead Remote Project Manager ASP Project Manager ASP System Administrator Discovery Call followed by written specifications. Interfaces Project Manager Technical Lead Remote Project Manager Developer SunGard Consultant to map existing RJE to new RC's RJE to RC conversion Project Manager Technical Lead Remote Project Manager Technical Consultant SunGard Consultant to validate City's specifications. Report Development Project Manager Technical Lead Remote Project Manager Functional Consultant SunGard consultant to configure security as defined by the City technical lead. Security setup Project Manager Technical Lead Remote Project Manager Functional Consultant PO Workflow to be verified with new security configuration. PO Workflow Project Manager Technical Lead Remote Project Manager Functional Consultant Maintain 3.4.2 Project Plan - Detailed Project Manager Remote Project Manager Maintain 3.4.3 Issues Log Project Manager Remote Project Manager Maintain 3.4.5 Budget Plan Project Manager Remote Project Manager Maintain 3.4.6 Communication Plan Project Manager Remote Project Manager Intentionally Left Blank 11 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD,CA 3.3 EXECUTE Deliverables EXECUTE Bolded Role has Primary Responsibility Activities Deliverable CITY Role SUNGARD Role Maintain Project Plan - High Level Project Manager Remote Project Manager Maintain Project Plan - Detailed Project Manager Remote Project Manager Maintain Issues Log Project Manager Remote Project Manager Maintain Budget Plan Project Manager Remote Project Manager Maintain Communication Plan Project Manager Remote Project Manager SunGard Consultants to deliver General Overviews for each Module Overview Training - Onsite or Remote Functional leads Functional Consultants SunGard Consultants to deliver Best Practices for each Module Business Process Review - Onsite/Remote Functional Leads Functional Consultants SunGard to install software in ASP for the City. SunGard to extract data from City's servers and load data into SQL Server Database at ASP. Install and Initial Data Migration -Technical Leads Remote Project Manager ASP Project Manager ASP System Administrator SunGard Consultant to configure security as defined by the City technical lead and also provide training. Security Training and Configuration - Onsite Technical Leads Technical Consultants Perform Development necessary to complete modification as per the specifications. PO ELF Form Project Manager Functional Leads Developer Perform Development necessary to complete modification as per the specifications. AP EFT Workflow Project Manager Functional Leads Technical Leads Developer Perform configuration necessary to complete setup as per the client's specifications. AP EFT Setup Project Manager Functional Leads Technical Leads Developer Functional Consultant SunGard Consultant to create RC's based on previously defined specifications. RCs Project Manager Functional Leads Technical Leads Functional Consultant 12 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA EXECUTE Bolded Role has Primary Responsibility Activities Deliverable CITY Role SUNGARD Role SunGard Consultant to write reports per City's specifications and project budget. Reports Project Manager Functional Leads Technical Leads Technical Consultant Identify plan for educating end users on all aspects of ONESOLUTION necessary for them to successfully implement. The End User Training Plan is a Microsoft Excel spreadsheet that identifies all end user training dates, subject matter and attendees. Project Manager Remote Project Manager Set up scenarios that outline the steps necessary to test each process beginning to end. Update Process/Procedure documentation as necessary. The Process/Parallel Test Plan will be a Microsoft Word Document that outlines the steps necessary to test each core process in ONESOLUTION and the integration from one module to the next in addition to City business processes Functional Team Members Functional Consultants Create a schedule by module identifying all end user training classes. 3.3.17 End User Training Schedule-The End User Training Schedule is a Microsoft Excel Spreadsheet that identifies all end user training classes by module and date. Project Manager Remote Project Manager Create City specific training materials to aid in the delivery of training to end- users. 3.3.18 End User Training Material-The End User Training Materials are Microsoft Word documents created by the City with the assistance of SunGard Consulting staff. The starting points for these documents are templates that outline the key processes in each module. As each module is configured the templates will be modified to match the City's configuration. The intent ofthe Training Material will be to facilitate the effectiveness of end user training. Functional Team Members Functional Consultants 13 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA 3.4 CONFIRM Deliverables CONFIRM Bolded Role has Primary Responsibility Activities Deliverable CITY Role SUNGARD Role Maintain 3.4.1 Project Plan - High Level Project Manager Remote Project Manager Maintain 3.4.2 Project Plan - Detailed Project Manager Remote Project Manager Maintain 3.4.3 Issues Log Project Manager Remote Project Manager Maintain 3.4.5 Budget Plan Project Manager Remote Project Manager Maintain 3.4.6 Communication Plan Project Manager Remote Project Manager Maintain 3.4.7 Cutover Plan Project Manager Remote Project Manager CONFIRM ;:: Activities Deliverable CITY Role SUNGARD Role The combined City / SunGard project team wiil validate data before the final conversion is performed. Data Validation Functional Team Members Functional Consultants Developer The combined City/ SunGard project team will test all interface programs before the interfaces are put into production. Interface Tests are plans that determine the steps necessary to adequately test each interface program, followed by a verification statement that the particular interface has successfully passed testing prior to go-live. Functional Team Members Functional Consultants Developer The combined City / SunGard project team will test all forms printing to examine that the data from ONESOLUTION fits in the proper spacing on the form. Forms Tests are plans that determine the steps necessary to adequately test each form (printing it with relevant data that shows up in the proper spaces, bank MICR tests, etc.), followed by a verification statement that the particular form has successfully passed testing prior to go-live. Functional Team Members Functional Consultants Developer The combined City / SunGard project team will run all reports to review that the required information is produced in the correct layout when printed. Reports Tests verify that when developed reports are run, the information provided matches requirements. Functional Team Members Functional Consultants The combined City / SunGard project team will test all Developed RCs. RC Tests verify that when RC's are run, the data generated matches requirements. Functional Team Members Functional Consultants The combined City / SunGard project team will test all programmed modifications. Modifications Tests will be conducted within the context of process tests (see Functional Consulting Deliverables) to verify that programmed modifications provide the functionality Functional Team Members Functional Consultants Developer 14 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA CONFIRM Activities Deliverable CITY Role SUNGARD Role envisioned and required CONFIRM Activities Deliverable CITY Role SUNGARD Role Test each process from beginning to end using samples already processed in legacy system. Compare results. Change process/procedure documentation as needed. The Process/Parallel Test validates that all integration items function as designed as depicted in business scripts that represent real life examples of daily processes that will be performed in the system. Functional Team Members Functional Consultants Finalize configuration documentation with changes made during testing. Final Configuration Documentation Once the final system is tested, documentation will be updated to describe not only each configuration setting, but the reasoning behind each configuration decision Functional Team Members Functional Consultants CONFIRM Activities Deliverable CITY Role SUNGARD Role Educate end users on all aspects of ONESOLUTION necessary for them to successfully implement. End User Training - End User Training is a series of classes that will take place at the City site for the purpose of providing end users with the skills and information necessary for them to successfully use ONESOLUTION. This training will take place at the City site and be conducted by members ofthe core team or other appointed City staff. Some training may be done by SunGard staff. Functional Team Members Functional Consultants 3.5 SUPPORT Delivera bles SUPPORT Bolded Role has Primary Responsibility Activities Deliverable CITY Role SUNGARD Role Complete Project Plan - High Level Project Manager Remote Project Manager Complete Project Plan - Detailed Project Manager Remote Project Manager Maintain Issues Log Project Manager Remote Project Manager Complete Budget Plan Project Manager Remote Project Manager SUPPORT Activities Deliverable CITY Role SUNGARD Role 15 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD ,CA Co SUPPORT Activities Deliverable CITY Role SUNGARD Role Document the interface programming performed, the operational steps required to run the conversion and the maintenance steps required to keep it operational 3.5.7 Interface Documentation details what was programmed, how to run the interface (automated or manual initiation), and how to maintain it in production Project Manager Developer Document the forms programming performed, the operational steps required to use the form and the maintenance steps required to keep it operational 3.5.8 Forms Documentation details what was programmed, how to use / print the form, and how to maintain it in production Project Manager Developer Document the modification programming performed, the operational steps required to use the modification and the maintenance steps required to keep it operational (updates) 3.5.9 Modification Documentation details what was programmed to enact the modification and how to maintain it in production Project Manager Developer Document the reports programming performed, the operational steps required to run the report and the maintenance steps required to keep it operational (updates) 3.5.10 Reports Documentation details what was programmed to develop the report, how to run it and how to adjust / maintain it in production Project Manager Functional Consultant Document the RC configuration/setup performed, the operational steps required to run the RC and the maintenance steps required to keep it operational (updates) 3.5.11 RC Documentation details what was configured/setup to run the RC, how to modify / maintain it in production. Project Manager Functional Consultant 16 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD,CA SUPPORT -'-^^^^ Activities Deliverable CITY Role SUNGARD Role Complete all monthly processes in the new system. 3.5.12 First Month Processing involves the group of activities needed to be completed on the new system on a monthly basis. For Financials this consists of validation of purchase requisition through accounts payable check run and first month end close. Functional Team Members Functional Consultants Create beginning balances, reconcile accounts and subsystems, encumbrance and/or budget rollover. 3.5.13 Fiscal Year End Assistance encompasses help with all aspects of year end balances, reconciliation, rollovers, etc., the first time they are addressed in production Functional Team Members Functional Consultants Provide 1099 assistance. 3.5.14 Calendar Year End Assistance entails help with 1099's processing the first time they are addressed in production Functional Team Members Functional Consultants (Remainder of Page Intentionally Left Blank) 17 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA 4 Project Staff Position Descriptions The following table provides an overview of committees and positions listed above. Final responsibilities of team members are identified during the implementation-planning phase ofthe implementation. Role/Position CITY SunGard Executive Steering Committee Composed of Project Sponsor, and Dept Heads. Provide staff and facilities to the implementation effort as described herein. Executive Steering Committee Composed of Project Sponsor, and Dept Heads. Make final decisions on policy changes as necessary Provide support to City Project Manager in reporting project progress to Committee Executive Steering Committee Composed of Project Sponsor, and Dept Heads. Communicate to governing body as necessary Executive Steering Committee Composed of Project Sponsor, and Dept Heads. Final City escalation point for project issues Executive Steering Committee Composed of Project Sponsor, and Dept Heads. Meet monthly or more frequently as needed to review progress Project Sponsor Approve material changes in the project plan Project Sponsor Advise Project Managers on resolution of project issues Project Sponsor Immediately resolve any delay in decision-making that could impact the project timeline. Project Sponsor Report project progress to Executive Steering Committee Project Management (SunGard Remote Project Manager, Client Project Manager) Fulfill Go Live dates Fulfill Go Live dates Project Management (SunGard Remote Project Manager, Client Project Manager) Monitor and report overall implementation progress (duties of both City and SunGard) Support City Project Manager in monitoring and reporting overall implementation progress (duties of both City and SunGard) Project Management (SunGard Remote Project Manager, Client Project Manager) Monitor and report progress on City's responsibilities Monitor and report progress on SunGard's responsibilities Project Management (SunGard Remote Project Manager, Client Project Manager) Immediately notify SunGard Project Manager and Project Sponsor of any issue that could delay the project Immediately notify City Project Manager and Project Sponsor of any issue that could delay the project Project Management (SunGard Remote Project Manager, Client Project Manager) Supervise City Project Team; fulfill all City project deliverables. Project Management (SunGard Remote Project Manager, Client Project Manager) Provide availability to the infrastructure and facilities as per the project schedule. Project Management (SunGard Remote Project Manager, Client Project Manager) Provide City Staff according to the project plan. Provide SunGard Staff according to the project plan Project Management (SunGard Remote Project Manager, Client Project Manager) Facilitate coordination between Facilitate coordination between CONFIDENTIAL 3 ^ 18 Role/Position CITY SunGard various external contractors and various City Departments all SunGard departments Document or supervise documentation of all important project and software configuration decisions SunGard will provide the templates and help with the process for completing them but maintaining them is the City's role. Coordinate, direct, and define pre- Go Live testing by City staff Coordinate pre-Go Live testing by SunGard staff Serve as the point person for all project issues. (First escalation point) Provide issue resolution status, tracking, and procedures Project Team Leads (Application) Team Leads from the City include individuals from Accounting, Budgeting, AP/Purchasing and IT. Project Team Leads (Application) Coordinate with the project manager in communications and issue resolution Project Team Leads (Application) Make recommendations to the Project Manager concerning any policy or implementation issues Project Team Leads (Application) Participate in pre-Go Live testing Check that Software operates after configuration as per its Documentation Project Team Leads (Application) Configure the Software based on consulting received from SunGard Assist City staff in configuring Software Project Team Leads (Application) Assist with the resolution of issues Assist with the resolution of issues Project Team Leads (Application) Identify end users to attend training. Create end-user training documentation. Deliver End User Training Classes Support City in delivery of end- user training Project Team Leads (Application) Provide support to the user community in the post production timeframe Trains the City core group during the configuration of software Project Team Leads (Technical) Handled by SunGard ASP Team Deliver training on how to process conversions utilizing standard conversion utilities according to City specification and this Statement of Work Project Team Leads (Technical) Project Team Leads (Technical) Refine specifications for Software Customizations Create and deliver Software Customizations according to City specification and this Statement of Work Project Team Leads (Technical) Refine specifications for reports to Create and deliver Reports 19 CONFIDENTIAL 3'^ STATEMENT OF WORK CITY OF CARLSBAD, CA Role/Position CITY SunGard be delivered by SunGard per this Statement of Work according to this Statement of Work Test converted data. Software Customizations, and Reports for compliance with specifications Verify security profiles. Set up security profiles. Provide training on security. Provide Specifications for workflows if needed. Provide training on workflow and assist with set up Functional Experts (SMEs) Support Project Team Leads and Project Manager in all their duties Functional Experts (SMEs) When called upon by the Project Team, assist with the assessment of business processes and identifying ways the new system can be utilized. Functional Experts (SMEs) When called upon bythe Project team, assist in the resolution of issues impacting their areas of expertise (Remainder of Page Intentionally Left Blank) 20 CONFIDENTIAL 3U STATEMENT OF WORK CITY OF CARLSBAD, CA 5 Change Requests and Changes to this Statement of Work Either party may request, in writing, changes to this SOW that will change the project scope. Such a request is honored by the parties only if it becomes a formal written Change Order. The change control procedure is as follows: Either SunGard or the City management may propose a change by written submittal of a Change Request to the other party. The other party has five (15) business days (or as mutually agreed upon) to determine whether it agrees to the Change Request. If both parties agree to the Change Request, the change will become a Change Order documented and signed by both parties. If agreement to pursue a Change Order does not occur in fifteen (15) business days of the initiation of the Change Request (or as mutually agreed upon), it is assumed that the Change Request has been rejected. There shall be no oral Change Order(s). 6 Scope Clarification & Miscellaneous Items 6.1 ONESolution Training ONESolution Module Overview Training will be provided for all modules the City licenses totaling 80 hours to be provided onsite or remote based on the City's needs. In addition to the base software training, SunGard will provide the following training. • Security Configuration, Setup and Training (80 Hours) • Additional Training as necessary - (185 Hours) 6.2 Business Process Reviews (Finance) The objective ofthe Business Process review is to maximize the City's investment in SunGard Public Sector's software applications by identifying gaps between existing business processes and software utilization. The deliverable is a detailed document with our findings along with specific recommendations that can be incorporated into the project plan or implemented at a later date. (Included in 80 Hrs above for ONESolution Training) 6.3 Installation Services The following steps will be performed by SunGard staff. a) Installation & Initial Data Migration (92 Hours) a. Install SQL Server Database b. Install 3"^^ Party Software (Microfocus Cobol and MKS) c. InstallJob Server and Web Server(s) d. Migrate Data from Production Unix to New SQL Database e. Convert Database tables from 7.7 Unix to 11.10 SQL b) SA/DBA training (24 Hours) c) Mock Data Roll (40 Hours) a. Migrate Data from Production Unix to New SQL Database b. Convert Database tables from 7.7 Unix to 11.10 SQL d) Final Data Roll and Go Live (40 Hours) a. Migrate Data from Production Unix to New SQL Database b. Convert Database tables from 7.7 Unix to 11.10 SQL e) Test Account Creation (24 Hrs) ' 21 CONFIDENTIAL 3"! STATEMENT OF WORK CITY OF CARLSBAD, CA a. Install Job Server and Web Server(s) (Clone from Production) 6.4 Customizations (Funded Development) SunGard will provide 2 specific modifications to the software to accommodate business needs for the City. They are as follows a) PO ELF Form - Create new Purchase Order Form. b) AP EFT Workflow - Create Workflow Model to automate EFT Process. 6.5 Reporting Standard Reports will be provided. 6.6 Workflow Existing Workflows are in place at the City today. Workflow Model training, testing and assistance will be provided as needed. 6.7 Interfaces No additional interface development is included in the scope ofthe migration. 6.8 Testing During the testing phase, the City will test all components ofthe Software as configured, as well as the reports, data conversion, interfaces and customizations. 6.9 End User Training This project will use a Train-the-Trainer approach whereby SunGard Will train key City staff and those staff will train the end users. Additional training resources from SunGard may be contracted to help with end-user training. 6.10 Escalation Procedures The City and SunGard should anticipate challenging issues to arise throughout the implementation process due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion, the City and SunGard will utilize the following Escalation Procedure: All communication regarding the project should be directed to SunGard's Project Manager and the City's Project Manager in order to maintain consistent communication between the parties. Scheduled weekly calls will be maintained between the Remote Project Manager and the City's Project Team (including the City's Project Manager). All issues or concerns will be discussed actively and openly between SunGard's Project Manager and the City's Project Manager. If issues begin to interfere with the progression ofthe implementation project, the City and/or SunGard should escalate challenges to SunGard management in the sequence below, as needed: Paul Tovey—Director of Consulting 530.879.5139 paul.tovev(6)sungardps.com Raymond Perkey—V.P. Client Services 407.304.3026 ravmond.perkev@sungardos.com Gil Santos—President 407.304.3019 Ril.santos@sungardos.com 3^ 22 CONFIDENTIAL STATEMENT OF WORK CITY OF CARLSBAD, CA Escalation to CITY management Team should be as follows: Chuck McBride- Finance director 760.602.2430 charles.mcbride@carlsbadca.gov 7 Project Pricing Applications and/or Services Professional Service Fee Professional Services ONESolution Training $43,520.00 Professional Services Installatior.. Data Migration 40.250.00 Professional Services Remote Project Management 15,040.00 Professional Services Additional Training as necessary 29.600.00 Total Proposed System: $128,410.00 City will reimburse SunGard Public Sector for meals up to $50 per day with minimal documentation and shall reimburse all other actual travel and living expenses that SunGard Public Sector incurs in providing City with services under this Agreement. Expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. SunGard Public Sector will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels Identified in advance by City as offering City's contractors a discounted rate, and sharing rental cars. City shall not be liable for SunGard Public Sector travel and living expenses unless SunGard Public Sector has notified City in writing that onsite services at Customer's location are required and City has provided SunGard Public Section its written approval to schedule such onsite services. Travel # Trips Rate Total Onsite Trips - Low Estimate Onsite Trips - High Estimate 7 16 $1,800 $1,800 $ 12,600 $ 28,800 8 Payments 8.1 City agrees to pay SunGard Public Sector for the Services as they are rendered. SunGard Public Sector will submit to City, on a monthly basis, SunGard Public Sector's invoice for the Services rendered during the previous month. 8.2 SunGard Public Sector will submit to City, on a monthly basis, SunGard Public Sector's invoice for such expenses as they are Incurred. 8.3 Invoices are payable within thirty (30) days from the date of the Invoice. Invoices not paid within thirty (30) days from date of invoice shall be considered delinquent. 8.4 Any taxes (except for taxes based on SunGard Public Sector's income, capital gains, capital stock, employee, and similar taxes based on operational, income and/or earnings) resulting from this Agreement, including but not limited to sales tax, will be the responsibility of City. SunGard Public Sector will accept an exemption certificate from City in lieu of taxes if City qualifies for exempt status. Such exemption certificate will need to be provided to SunGard Public Sector upon contract execution. 23 CONFIDENTIAL CERTIFIOATE OF SECRETARY THE UNDERsraNED, Leslie S. Brush. Secretary of SUNGARD PUBLIC SECTOR INC., a corporation organized and existing under the laws to the State of Florida (the "Corporation"), does hereby certify that the officers listed below are duly elected offrcers of the Corporation, that they hold the titles set forth opposite their respective names, and that by virtue of such offices they are authorized to enter into and execute instruments and documents in the name of, and on behalf of, the Corporation: NAME Christian Coleman Daniel J. Conway Gilbert O. Santos James A. Brescia Jillian Macau Raymond H. Perkey Steven Pratt OFFICE Vice President & Treasurer Vice President, Sales President & Chief Executive Officer. Public Sector Vice President, Human Resources Vice President, Support Operations Vice President, Professional Services Vice President, Cloud Solutions IN WITNESS WHEREOF, the undersigned has caused this Certificate of Secretary to be duly executed and the corporate seal to be hereunto affixed this 10"" day of February, 2012. ^^»r.^^<?p|oRATE SEAL] •im Leslie S. Brush, Secretary LicenseTrack Account Maintenance lie Search Options Internet 5J H|#[W'-^Islrl Ji mmm Help Sv^ Name | S! Attention ! NGARD PUBUC SECTOR MC Account # 1227733 'Address j lOOO BUSINESS CENTER DR Qty jlAKE MARY I* Business "T" riiailirig 'Tj ST jpL 2ip I 32746-5585 ^ Address f Private Current Status: Renewal Sent Renewal Sent Current due $0.00 Not Assigned [Vjail Group' business Attributes j Account Notes | Contacts j Approvals | Additional Relds | Transaction History j Contact code Contact Telephone Ext SSN joi - Owner License frequency "3 j A - Annual Owner code "T| I SUNGARD PUBLIC SECTOR IIMC j (407)304-3235 Start date Expiration Issued date Cease date "3 |oi/01/2009 Jl||l2/31/2012 Jl]|l2/I6/2011 | " • R Outof Cit^ f" Non-profit f-j r" Exempt Business subtype " 3^ Contractor # # Empio' pl0|' j C - Corporation Business type ' 108.010(35) - Class B Licer j j OS - Outside City SIC Contractor Type 17372 - Prepackaged Softt • | 10 - Code not available "r} Language English r* Home Based 5EIN FEIN BEAN Sub 159-2133858 j 101-307428 j00000 f Deny Remote Pay F Show in Listing. 41 ACORCf CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/26/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poIicy{ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 Attn: Email: Contract.ReviewCSS@marsh.com 669365-CAPIT-E&0-12-13 SGDS Prof CONTACT NAME: PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 Attn: Email: Contract.ReviewCSS@marsh.com 669365-CAPIT-E&0-12-13 SGDS Prof PHONE FAX (A/C, No, Ertl: (A/C. No): PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 Attn: Email: Contract.ReviewCSS@marsh.com 669365-CAPIT-E&0-12-13 SGDS Prof E-MAIL ADDRESS: PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 Attn: Email: Contract.ReviewCSS@marsh.com 669365-CAPIT-E&0-12-13 SGDS Prof INSURER(S) AFFORDING COVERAGE NAIC# PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 Attn: Email: Contract.ReviewCSS@marsh.com 669365-CAPIT-E&0-12-13 SGDS Prof INSURER A Lloyd's Of London 1122000 INSURED • SUNGARD DATA SYSTEMS INC. & ITS SUBSIDIARIES PART OF SUNGARD CAPITAL CORP. 680 E. SWEDESFORD ROAD WAYNE, PA 19087 INSURER B INSURED • SUNGARD DATA SYSTEMS INC. & ITS SUBSIDIARIES PART OF SUNGARD CAPITAL CORP. 680 E. SWEDESFORD ROAD WAYNE, PA 19087 INSURER C INSURED • SUNGARD DATA SYSTEMS INC. & ITS SUBSIDIARIES PART OF SUNGARD CAPITAL CORP. 680 E. SWEDESFORD ROAD WAYNE, PA 19087 INSURER D INSURED • SUNGARD DATA SYSTEMS INC. & ITS SUBSIDIARIES PART OF SUNGARD CAPITAL CORP. 680 E. SWEDESFORD ROAD WAYNE, PA 19087 INSURERE INSURED • SUNGARD DATA SYSTEMS INC. & ITS SUBSIDIARIES PART OF SUNGARD CAPITAL CORP. 680 E. SWEDESFORD ROAD WAYNE, PA 19087 INSURER F COVERAGES CERTIFICATE NUMBER: CLE-003897506-02 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIGY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL 'NSR SUBR Mm. POLICY NUMBER POUCY EFF (MM/DD/YYYY) POUCY EXP (MM/DD/YYYY) GENERAL LIABIUTY COMMERCIAL GENERALLIABILITY CU\IMS-MADE I I OCCUR EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: in POLICY PRODUCTS - COMP/OP AGG PRO- JECL. LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO ALL OWNED AUTOS HIRED AUTOS BODILY INJURY (Per person) SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB DED OCCUR CLAIMS-MADE EACH OCCURRENCE AGGREGATE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below WC STATU- TQRY LIMITS OTH- -EB. N/A E.L EACHACCIDENT E.L. DISEASE - EA EMPLOYEE E.L DISEASE - POLICY LIMIT TECHNOLOGY PROFESSIONAL LIABILITY QF044112(1) SIR $5,000,000 07/30/2012 07/30/2013 CLAIMS-MADE POLICY AGGREGATE 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Addttional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008, 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD, CA 92008, 1 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee -^"l-a.'u^^assKi ..^;sA.>^.fjL£jt^aj-^^<j~ © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD APPLICATION SERVICES PROVIDER AGREEMENT This Application Services Provider Agreement ("Agreement") is made between SunGard Public Sector Inc., ("SunGard Public Sector") a Florida corporation with a business address at 1000 Business Center Drive. Lake Mary. FL 32746 and City of Carlsbad, 1200 Carlsbad Village Drive, Carlsbad, CA 92008, ("Customer") as of the Execution Date. Customer desires to engage SunGard Public Sector to provide Customer with access to and use of certain SunGard Public Sector-provided Software on an application services provider basis. Accordingly, the parties agree as follows: 1. Defined Terms. "Additional Functionality" means changes that SunGard Public Sector makes for inclusion in a General Release Module to increase the functionality of the General Release Module. "Appendix" means each schedule that is attached to this Agreement that is marked as an "Appendix." Appendices are incorporated herein and are lettered sequentially, beginning with "Appendix A" and continuing thereafter. "Application(s)" means the software system(s) to which Customer has requested access and paid therefor, listed on Appendix A - Order Form, including, but not limited to, all computer programs and related documentation, and any modifications thereto. "Application Services" means the services and Software utilization and access rights to be provided to Customer by SunGard Public Sector under this Agreement. "Application Services Term" means the period identified in Section 9 of this agreement as "Term and Termination." and during which Customer will have the right to access the Software. "Commencement Date" is defined in Appendix A. and is the date on which the Term commences and the date upon which Customer will begin to pay Application Services fees to SunGard Public Sector. "Concurrent Sessions" means any person accessing SunGard Public Sector's hosted environment. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of SunGard Public Sector includes the Software and algorithms, methods, techniques and processes revealed by the Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regulariy discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation. "Customer "Employees" means: (i) Customer's employees with a need to know; and (ii) third party consultants engaged by Customer who have a need to know, who have been pre-approved by SunGard Public Sector, and who, prior to obtaining access to the Software, have executed a SunGard Public Sector-approved non-disclosure agreement. "Disclosing Party" means the party providing its Confidential Information to the Receiving Party. "Documented Defect" means a material deviation between the General Release Module and its documentation, for which Documented Defect SunGard Public Sector has confirmed that Customer has given SunGard Public Sector enough information for SunGard Public Sector to replicate the deviation on a computer configuration which is both comparable to the Hardware and is under SunGard Public Sector's control. "Execution Date" means the latest date shown on the signature page of this Agreement. SunGard Public Sector ASP Agreement 5 891LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page1of15 "General Release" means the general release version of a Module as updated by Upgrades, but witho5t any other modification whatsoever. "IP Rights" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Maintenance" means SunGard Public Sector's efforts to provide Customer with avoidance procedures for or corrections of Documented Defects. The hours during which Maintenance will be provided for each Application, the targeted response times for certain defined categories of Maintenance calls for each Application, and other details and procedures (collectively, the "Maintenance Standards") relating to the provision of Maintenance for each Application is described in attached Appendix B. "Module" means any one of the Applications identified in Appendix A, excluding Third Party Products, as well as all code and related specifications, documentation, technical information and all IP Rights for such Application. "New Releases" means new editions of a General Release Module. "Notification" means a communication to SunGard Public Sector's help desk by means of: (i) SunGard Public Sector's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with SunGard Public Sector's then-current policies and procedures for submitting such communications. "Obiect Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Order Form" means an attachment to this Agreement, which is a supplement to this Agreement for all purposes. Unless otherwise stated in any Order Form, all terms and conditions stated in this Agreement shall remain in effect. "Receiving Party" means the party receiving Confidential Information ofthe Disclosing Party. "Software" means the Modules listed in Appendix A - Order Form. "Start-Up Assistance" means SunGard Public Sector's efforts in getting the hosted environment ready for the functional implementation of the Application Services. Such Start-Up Assistance may include, but shall not be limited to, hardware acquisition and setup, user setup, and global security setup. "Upgrades" means, collectively, Maintenance, Additional Functionality and New Releases. 2. Application Services. Generally. During the Application Services Term. SunGard Public Sector will provide Customer with the Application Services generally described in this Section 2 and in Section 3 hereunder, including the right to access to the Applications, on the terms and conditions of this Agreement. Application Services include the grant by SunGard Public Sector to Customer of a non- exclusive, non-transferable license to access and use the Software in Object Code form within the United States of America for Customer's own, non-commercial computing operations (subject to any Concurrent User limitations provided for in Appendix A), while such Object Code resides in and is executed from a SunGard Public Sector datacenter. Any rights not expressly granted in this Agreement are expressly reserved. a) Documentation. Customer can make a reasonable number of copies of the documentation for each Module for its use in accordance with the terms of this Agreement. b) Restrictions on Use of the Software. Customer is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Software. Customer is prohibited SunGard Public Sector ASP Agreement 5 891 LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page 2 of 15 from using the Software to provide service bureau data processing services or to othenft/ise provide data processing services to third parties. Customer will not allow the Software to be used by. or disclose all or any part of the Software to. any person except Customer Employees. Without limiting the foregoing. Customer is permitted to allow use of the input and/or output sensory displays of or from the Software by third parties on a strict "need to know" basis, and such use will not be deemed a non-permitted disclosure of the Software. This Agreement is expressly made subject to any United States government and other applicable laws, regulations, orders or other restrictions regarding export from the United States or another country, and import into any country, of computer hardware, software, technical data or other items, or derivatives of such hardware, software, technical data or other items. Customer will not allow the Software, in whole or in part, to be exported outside of the United States of America, in any manner or by any means. Customer is prohibited from removing or altering any of the IP Rights notice(s) embedded in or that SunGard Public Sector otherwise provides with the Software. Customer must reproduce the unaltered IP Rights notice(s) in any full or partial copies that Customer makes of the Software. c) Application Software Maintenance and Support Services. Maintenance is available during the SunGard Public Sector hours outlined in Appendix B 3. Access rights. Improvements and Changes. Start-Up Assistance. Conversion Services. SunGard Public Sector agrees to provide access to the Applications requested by Customer on Appendix A - Order Form (or any supplemental or replacement Order Form(s)) for the number of terminals indicated so long as Customer is current in its payment obligations hereunder. Information regarding access to the Applications and related responsibilities for both parties under the Application Services is as provided in Appendix A. a) Improvements and Changes. SunGard Public Sector will install upgrades, new software releases and enhancements, error corrections, upgrades to third party operating system software, and upgrades to hardware, as necessary, for the Host Computer Systems. b) Start-Up Assistance. SunGard Public Sector will provide Start-Up Assistance to Customer and Customer agrees to pay to SunGard Public Sector the Start-Up Fees as provided on Appendix A - Order Form. Customer agrees to reimburse SunGard Public Sector for actual, reasonable travel and living expenses incurred by or on behalf of SunGard Public Sector and its personnel in furnishing the Start-Up Assistance. Any such travel and living expenses shall be billed by SunGard Public Sector to Customer on a monthly basis and govemed by the SunGard Public Sector Travel Policy. c) Optional Conversion Services. At Customer's option, SunGard Public Sector will provide Conversion services. If Customer elects Conversion services. Customer shall provide data to SunGard Public Sector in a compatible format acceptable to SunGard Public Sector, and on media specified by SunGard Public Sector. 4. Fees. Pavment and Taxes. a) Payment. i. Application Services Fees or "Access Fees". During the Application Services Term. Customer will pay SunGard Public Sector the Application Services fees as specified in Appendix A. including but not limited to fees for access to the Applications ("Access Fees"), as otherwise provided for in Appendix A. No more frequently than once per year. SunGard Public Sector shall have the right to adjust the Application Services Fees. For the Term of this Agreement only, any increase in Application Services fees shall be limited to no more than 5% compared to the preceding year's fees. Time is of the essence with regard to Customer's payment obligations pursuant to this Agreement. SunGard Public Sector ASP Agreement 5891LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page 3 of 15 ii. Travel and Living Expenses. Customer will reimburse SunGard Public Sector for meals up to $50 per day with minimal documentation and shall reimburse all other actual travel and living expenses that SunGard Public Sector incurs in providing Customer with services under this Agreement. Expenses will be invoiced on a monthly basis in arrears and will be due within thirty (30) days from the date of invoice. SunGard Public Sector will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels identified in advance by Customer as offering Customer's contractors a discounted rate, and sharing rental cars. Customer shall not be liable for SunGard Public Sector travel and living expenses unless SunGard Public Sector has notified Customer in writing that onsite services at Customer's location are required and Customer has provided SunGard Public Section its written approval to schedule such onsite services. b)Taxes. Customer is responsible for paying all taxes (except for taxes based on SunGard Public Sector's income, capital gains, capital stock, employee, and similar taxes based on operational, income and/or earnings) relating to this Agreement, the application services, the Software, and any other services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide SunGard Public Sector with a valid tax exemption certificate; otherwise, absent proof of Customer's direct payment of such tax amounts to the applicable taxing authority, SunGard Public Sector will invoice Customer for and Customer will pay to SunGard Public Sector all such tax amounts. c) Data Communications and Telephone Services. Customer shall pay for any data communications services (internet or telephone services). If Customer requires special telephone line configurations due to unique equipment or data requirements, SunGard Public Sector reserves the right to charge for analysis and design of such special configurations. d) Suspension of Service. If in any instance, Customer fails to pay to SunGard Public Sector within thirty (30) days after SunGard Public Sector makes written demand therefor, and payment of the amount in question is not the subject of a bona fide dispute, then, in addition to preserving its rights to collect payment of the past-due amount and all accompanying late fees, and all other rights and remedies that SunGard Public Sector may have at law or in equity, SunGard Public Sector may, in its sole discretion and without further notice to Customer, suspend or reduce its performance of the Application Services. 5. Confidential Information. Except as otherwise permitted under this Agreement, the Receiving Party will not knowingly disclose to any third party, or make any use of the Disclosing Party's Confidential Information. The Receiving Party will use at least the same standard of care to maintain the confidentiality of the Disclosing Party's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Software and any software provided with the Software, the non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Receiving Party's receipt of that item. However, Customer's obligations to maintain the Software as confidential will survive in perpetuity. Notwithstanding, if Customer receives a request to disclose any Confidential Information under any Public Information Act, Open Records Act or similar law ("Request"), the Customer shall immediately notify SunGard Public Sector and prior to disclosure give SunGard Public Sector an opportunity to take any protective action it deems appropriate. If SunGard Public Sector has not responded timely to the Request, as defined by the applicable law for which the Request is made pursuant to, the Customer may, in its sole discretion and without being in breach of this Agreement, respond to the Request as the Customer deems appropriate. In the event that SunGard Public Sector directs the Customer not to disclose the Confidential Information materials sought pursuant to the Request. SunGard Public Sector will indemnify Customer against any losses, including reasonable attomey fees and costs, sustained arising from the non-disclosure of the Confidential Information material SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 4 of 15 5891LG-121210-1 ASP - SaaS Agreement requested in the Request. Customer, in its sole discretion may tender the Request to SunGard Public Sector for response, including, any and all subsequent legal actions or challenges related to the non- disclosure. 6. Credit Toward In-house Licensing. As used in this Paragraph 6, "In-house Licensing" means procuring through SunGard Public Sector's standard license agreement, the right for Customer to run a copy of the Applications that is owned by SunGard Public Sector for Customer's use only, on hardware owned or leased by Customer at a facility which is owned or controlled by Customer. In the event Customer desires to run the Applications owned by SunGard Public Sector in-house (and has not previously procured a license for such in-house use), SunGard Public Sector will discount Customer's in- house licensing fees for the Applications owned by SunGard Public Sector by an amount equal to one percent (1%) of the licensing fees for each month Customer uses Application Services, up to a maximum discount of sixty percent (60%). In order to qualify for said credit. Customer must not be in breach hereof, must have provided termination notice pursuant to the terms of this Agreement, must enter into SunGard Public Sector's standard license agreement, and must have paid all fees required to be paid to SunGard Public Sector. Maintenance and support services for the Applications that are owned by SunGard Public Sector will be available to Customer (and are recommended by SunGard Public Sector) under the terms of SunGard Public Sector's standard maintenance agreement. 7. Existing Products. For any products listed in Appendix A as "Existing Products" or "Currently Licensed" (Licensed Programs) of which Customer has licensed under a previous agreement, Customer shall retain the right to run a copy of the Licensed Program(s) on hardware owned or leased by Customer at a facility which is owned or controlled by Customer. Customer acknowledges that should they run a copy ofthe Licensed Program(s), maintenance services for said Licensed Program(s) will not be provided under this Agreement. Should Customer desire to receive maintenance services they will be required to enter into a separate software maintenance agreement with SunGard Public Sector. 8. Intellectual Propertv Indemnity bv SunGard Public Sector. SunGard Public Sector will defend, indemnify and hold Customer harmless from and against any loss, cost and expense that Customer incurs because of a claim that use of a General Release Module infringes any United States copyright of others. SunGard Public Sector's obligations under this indemnification are expressly conditioned on the following: (i) Customer must promptly notify SunGard Public Sector of any such claim; (ii) Customer must in writing grant SunGard Public Sector sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if Customer chooses to represent its own interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SunGard Public Sector's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Customer must cooperate with SunGard Public Sector to facilitate the settlement or defense of the claim. If any Module is, or in SunGard Public Sector's opinion is likely to become, the subject of a United States copyright infringement claim, then SunGard Public Sector, at its sole option and expense, will either: (A) obtain for Customer the right to continue using the Module under the terms of this Agreement; (B) replace the Module with products that are substantially equivalent in function, or modify the Module so that it becomes non-infringing and substantially equivalent in function; or (C) refund to Customer the annual Application Services fee payable by Customer in the year that such claim or threatened claim arises. THE FOREGOING IS SUNGARD PUBLIC SECTOR'S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 9. Term and Termination. a) Application Services Term. The initial Application Services Term is for a period as stated in the Appendix A - Order Form. Thereafter, the Application Services Term will automatically renew for consecutive one (1) year periods, unless terminated by either party by providing written notice ninety (90) days prior to the upcoming Application Services Term annual renewal date. Notwithstanding the automatic renewal provision of this Paragraph 9. a), this Agreement shall not automatically renew after the third (3rd) year from either the Execution Date or Commencement Date of this Agreement, whichever one is the latest. SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 5 of 15 5891LG-121210-1 ASP - SaaS Agreement b) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detaii. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to SunGard Public Sector of a suspected Documented Defect will not constitute a notice of termination of this Agreement. c) Effect of Expiration of Application Services Term or Termination of Agreement. Upon the expiration of the Application Services Term, or upon any eariier termination of this Agreement by either party. Customer's right to receive the Application Services and to use the Software as otherwise provided for in this Agreement terminates. Any use of the Software after the Application Services Term or after the termination of this Agreement is a violation of this Agreement, and further, may subject the user to additional claims under applicable law, including without limitation claims for violation of SunGard Public Sector's copyright interest in and to the Software. d) Deconversion Assistance. If after any termination or expiration of this Agreement Customer converts to a different vendor's applications, SunGard Public Sector will provide, upon payment of SunGard Public Sector's then-current standard deconversion fee, reasonable assistance and documentation for such deconversion in order to assist Customer in removing its information and placing said information in SunGard Public Sector's standard format for input to the other vendor's applications. In the event Customer requests a non-standard deconversion, SunGard Public Sector shall be entitled to receive compensation for consultation, software and documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing rate then charged by SunGard Public Sector for such services. e) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information and indemnity will survive termination of this Agreement. f) Termination Without Preiudice to Other Rights and Remedies. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 10. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. 11 • Force Majeure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 12. Assignment. Neither party may assign any of its rights nor obligations under this Agreement, and any attempt at such assignment, will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" will include use of the Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following will not be considered "assignments" for purposes of this Agreement: SunGard Public Sector's assignment of this Agreement or of any SunGard Public Sector rights under this Agreement to SunGard Public Sector's SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 6 of 15 5891LG-121210-1 ASP - SaaS Agreement successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and SunGard Public Sector's assignment of this Agreement to any person or entity to which SunGard Public Sector transfers any of its rights in the Software. Prior to any assignment of this Agreement or of any SunGard Public Sector rights under this Agreement, regardless whether it is or is not considered an assignment of this Agreement, SunGard Public Sector shall provide written notice of its assignment to Customer. Said notice shall include the successor-in-interest's name and all contact information for the benefit of Customer. 13. No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 14. Choice of Law: Severability. This Agreement will be governed by and construed under the laws of the State of California, without reference to the choice of law provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 15. LIMITATIONS OF LIABILITY: DISCLAIMER OF WARRANTIES a) LIMITED LIABILITY OF SUNGARD PUBLIC SECTOR. SUNGARD PUBLIC SECTOR'S LIABILITY IN CONNECTION WITH THE APPLICATION SERVICES, THE SOFTWARE, ANY CONSULTING SERVICES, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE APPLICATION SERVICES FEES THAT CUSTOMER ACTUALLY PAID TO SUNGARD PUBLIC SECTOR IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUNGARD PUBLIC SECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. c) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SUNGARD PUBLIC SECTOR MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE APPLICATION SERVICES AND/OR THE SOFTWARE, IN WHOLE OR IN PART. SUNGARD PUBLIC SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. d) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUNGARD PUBLIC SECTOR HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 16. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Customer in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. The individual executing this Agreement on behalf of its party represents and warrants that he/she has full authority to bind such party to all terms, conditions and obligations of this Agreement. SunGard Public Sector ASP Agreement ' 5891LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page 7 of 15 14.f City of Carlsbad, CA BY: ^yl//a SunGard Public Sector Inc. PRINT NAME: PRINT TITLE: Matt Hall Mayor DATE SIGNED: ^^A,.^^^ APPROVED AS TO FORM RONALD^. BALL, City Attomey y Attorney PRINT NAjyiE ^ AND TITLE: DATE SIGNED: SunGard Public Sector ASP Agreement Rev. 5.8.12 5891LG-121210-1 ASP - SaaS Agreement Page 8 of 15 5D APPENDIX A Order Form Agreement Number: Customer: Delivery Address: 5891LG-121210-1 City of Carlsbad 1200 Carlsbad Village Drive, Carisbad, CA 92008 1. Commencement Date: February 1. 2013 2. Term: Subject to Paragraph 9. a) of the Agreement, the initial Application Services Term begins upon Commencement Date and expires thirty-six (36) months thereafter. Thereafter, the Application Services Term will automatically renew for consecutive one (1) year periods, unless terminated by either party by providing written notice ninety (90) days prior to the upcoming Application Services Term annual renewal date. 3. Application Groups & Fees: Applications and/or Services License Fee Start-Up Fee Annual Access Fee New ONESolution 3rd Party Products (Not Currently Licensed) ONESolution Financial Core - (OS-FCOREIF) $14,590.00 N/A $2,339.96 Existing Products (Currently Licensed) OS General Ledger - (OS-FIN-GL), OS Job/Project Ledger - (OS- FIN-JP), OS Accounts Payable/Encumbrances - (OS-FIN-AP), OS Budget Item Detail - (OS-FIN-BD), OS Purchasing - (OS-FIN- PO), OS Bank Reconciliation - (OS-FIN-BK), OS Accounts Receivable - (OS-FIN-AR), OS Cash Receipts - (OS-FIN-CR), OS Fixed Assets - (OS-FIN-FA), OS Person/Entity Database, OS Click, Drag and Drill - (OS-FIN-CDD), OS Document OnLine - (OS-FIN-DO), OS Easy Laser Forms - (OS-FIN-ELF), OS 71 34,917.12 3rd Party Existing Products MicroFocus Server Express Compiler - MFSE, MicroFocus Runtime (5) - MFSR N/A N/A Included in Annual Fee ASP Hosting Services Hardware Configuration and Setup, Disaster Recovery for SunGard Public Sector Applications N/A $10,000.00 63,000.00 Concurrent Sessions 50 Users N/A N/A Included in Annual Fee Total Proposed System: $ 14,590.00 $ 10,000.00 $100,257.08 Application Groups & Fees Notes: 1) Start-Up Fee is based on use of SunGard Public Sector's Standard ASP Implementation Methodology. 2) Number of Concurrent Sessions listed above used in the calculation for the Annual Access Fees. Changes to the number of Concurrent Sessions may impact the Annual Access Fee. Access Fee(s): The chart above reflects the Annualized Access Fee(s) only. During the initial Application Services Term, Access Fee(s) shall be at the rates listed below. February 1, 2013 - January 31, 2014 $ 100,257.08; February 1, 2014 - January 31, 2015 $ 100,257.08; SunGard Public Sector ASP Agreement Rev. 5.8.12 589ILG-121210-1 ASP - SaaS Agreement Page 9 of 15 February 1, 2015 - January 31, 2016 $ 100,257.08; Access Fees for any Contract Year subsequent to the initial Application Services Term are subject to change and will be specified by SunGard Public Sector in an annual invoice. NOTE: Maintenance and Support services are included in the Access Fee(s) above with the exception of Human Resources, Payroll and Position Budgeting as support was cancelled as of January 1, 2013. APPLICABLE TAXES SHALL BE HANDLED AS PROVIDED IN SECTION 4 OF THIS AGREEMENT. 4. Payment Terms: The amounts noted above shall be payable as follows: Start-Up Fee: 100% on the Execution Date. Access Fee: Due in advance ofthe annualized Access Fee period(s) noted above. The initial Annual Access Fee will be due by the Commencement Date. Subsequent Access Fees will be due on the first of February each year thereafter throughout the Application Services Term. Third Party Products Software Fee: 100% on the Execution Date Travel and Living Expenses: Travel and living expenses shall be handled as provided in Section 4 of this Agreement. 5. Maintenance Credit. A credit in the amount of the unused portion of maintenance paid by Customer shall be applied toward Customers Monthly Access Fee. The unused portion of paid maintenance will consist of the amount unused as of Commencement Date. 6. Third Party Products - Software and Hardware. 6.1 Grant of Third Party Licenses. Where applicable, SunGard Public Sector grants to Customer a personal, non-transferable, non-exclusive, limited-scope sublicense to use, in accordance with the license, use and confidentiality restrictions and other provisions of this Agreement, the third party software set forth on Appendix A ("Third Party Software Products") subject to the following additional conditions: (i) the Third Party Product shall be used only in conjunction with any permissible use of the Application software specifically authorized hereunder, and (ii) the Third Party Products shall be used only in accordance with the Third Party Products documentation. 6.2. Third Party Products. During the term of this Agreement, SunGard shall use reasonable efforts to provide Customer the benefit of all indemnities and warranties granted to SunGard Public Sector by the licensor(s) or manufacturer(s) of the Third Party Products, to the extent possible without additional cost to SunGard Public Sector, as and if permitted by SunGard Public Sector's agreement with the licensor of the Third Party Products, and to the extent such warranties and indemnities pertain to Customer's use of the Third Party Products hereunder. In the event of any defect in any Third Party Products supplied by SunGard Public Sector, SunGard Public Sector will use commercially reasonable efforts to replace or correct the Third Party Products without charge, unless it has been damaged or corrupted after supply by SunGard Public Sector (including, but not limited to, damage caused by incorrect use, incorrect voltage or attempts to modify the Software or Third Party Products). If such damage or corruption has occurred after supply by SunGard Public Sector, SunGard Public Sector reserves the right to refuse to replace or correct the Third Party Products or to impose charges for so doing. Provided that SunGard Public Sector complies with this provision, it shall face no further liability with respect to any defect in any Third Party Products. (Remainder of Paae Intentionally Left Blank) SunGard Public Sector ASP Agreement Rev. 5.8.12 5891LG-121210-1 ASP - SaaS Agreement Page 10 of 15 -2. APPENDIX A (Continued) Hosted ONESolution Standards Sheet 1. System Availability The scheduled hours of availability for the hosteij applications are 24 hours per day Monday -Saturday. The system is reserved for maintenance on Sundays from 12 a.m. - 5 p.m., customer local time. There are special considerations for software updates and emergency situations; please reference Sections 3.4 and 3.5 (Maintenance and Upgrades) for details. System Backups 1.1. Dally System Backups Incremental backups are performed Monday through Saturday. Retention of the backups will be as follows: daily backups -1 month, weekly backups -1 month, monthly backups -1 year, yearly backups - 3 years. 1.2. Weekly System Backups Full system backups will occur on Sunday beginning at 12 a.m. (Customer local time). These backups consist of the Operating System, databases, transaction logs, and system configuration. System backups will be rotated to a secure, off-site storage facility. 1.3. Restores Restores wiil be performed on an as needed basis taking into consideration both Customer and SunGard Public Sector functionality, availability, and necessity. No additional fees will apply, however, for urgent restore requests. SunGard Public Sector reserves the right to charge Customer actual fees incurred to recall offsite storage tapes as reimbursement to SunGard Public Sector of such fees. Any such expenses shall be billed by SunGard Public Sector on a monthly basis, as they are incurred. System Management SunGard Public Sector Inc. will provide system management of the hosted Systems including hardware, software, security, and data communication as well as: 1.4. Server Location All servers and network protocols are located/owned within the United States. 1.5. System Monitoring The hosted Systems will be monitored on a 24-hour basis through the use of automated monitoring software and/or hardware as selected by SunGard Public Sector Inc. System operations to be monitored include: • Services - to ensure they are active, operational, and without pending errors messages. • Critical system messages - Monitoring for hardware errors, system functionality errors, operating system errors, system integrity errors, etc • System and Network Information - Samples of system and network information to be monitored include: • Storage • CPU Utilization • Bandwidth utilization SunGard Public Sector ASP Agreement ~ 5891LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page 11 of 15 C "2 • Memory utilization • Security violation attempts • Backup completion • Other pertinent system information as determined by SunGard Public Sector Inc. 1.6. Night Processing Specified processor-intensive jobs, as determined by SunGard Public Sector Inc.. may be required to be run outside normal business hours to ensure that acceptable system performance standards are met. 1.7. System Maintenance SunGard Public Sector Inc. will provide all necessary hosted Systems and network maintenance as deemed appropriate and necessary by SunGard Public Sector Cloud Solutions. 1.8. SunGard Public Sector Application Maintenance and Upgrades Software maintenance and upgrades will be performed outside of each customer's standard business hours whenever possible. This includes all minor and major releases of products covered under the contract. However, city staff training is not covered under this clause. Emergency situations will be handled on a case-by-case basis in such a manner as to provide the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. The primary Customer contact will be notified, when possible, via the on file e-mail address, prior to software upgrades being performed. 1.8.1. SunGard Public Sector Inc. Applications Upgrades and updates to SunGard Public Sector Inc. applications will be performed on scheduled dates during the year. 1.9. Hardware Maintenance and Upgrades Hardware maintenance and upgrades will be performed outside of each customer's standard business hours whenever possible. Emergency situations will be handled on a case-by-case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. The primary Customer contact will be notified, when possible, via the on file e-mail address, prior to hardware upgrades being performed. 1.10. System Security (Logical) System security values will be set to provide for system integrity and data security as deemed appropriate by SunGard Public Sector Inc. This will include such items as password length and makeup, change intervals, system security level, etc. Customer users will only have access to appropriate Customer data. Security auditing will be enacted to provide for the ability to audit security violations, changes, etc.. with periodic system security reviews conducted by SunGard Public Sector Inc. Datacenter security will include implementation of an industry standard firewall, secure sockets layer, virtual private networks, Intrusion Prevention, IP address translation, and/or a combination thereof. SunGard Public Sector ASP Agreement Rev. 5.8.12 5891LG-121210-1 ASP - SaaS Agreement Page 12 of 15 1.11. Authorized Third Party Software SunGard Public Sector Inc. has partnered with a number of third party vendors for purposes such as time & attendance, form printing, mapping, etc. Only authorized third party software will be supported in the hosted environment. System Requirements The following are hardware specifications to enable the Customer to access the host systems. These requirements are the responsibility of Customer. 4.1 Personal Computers Each personal computer that will access the Hosted environment should achieve the following hardware specifications for access: Supported Operating Systems • Microsoft Windows XP Professional SP3 • Microsoft Windows 7 (Business, Enterprise & Ultimate) Processor: Multi-Core x86 based CPU at 2.0GHz or faster Memory (RAM): 4 GB or Higher Storage: 15 GB for data plus 25% Free Space for I/O Performance Video: 1024x768 XGA or higher resolution (adapter and monitor) Software: Microsoft Office 2007/2010 SunGard Public Sector does not provide "Minimum" specifications for tiie ONESolution applications. If a user desires to implement hardware that does not meet the specifications in this document they can submit the hardware configuration to a SunGard Solutions Architect for review. 4.2 Customer Connectivity • Internet bandwidth is determined by the customer. It is based on Saturation level: a combination of connection speed, number of users on the system, size of files being accessed over the internet, etc. • All LAN connections should be 100Mb/sec or faster and in a switched environment. • Any WAN connections should be evaluated based on concurrent usage statistics. Please contact your SunGard account representative before any WAN implementations. 4.3 Recommended Customer Hardware An industry standard firewall used to protect the customer's internal network is required for connectivity into the Hosted network. Host Site Performance Performance monitoring and tuning will be performed as necessary to maintain an average in network interactive response time. "In network" is defined as any point between which the data packet enters the SunGard Public Sector Inc. environment and subsequently departs the SunGard Public Sector Inc. environment. Any point of communications outside of the SunGard Public Sector Inc. protected network environment, shall be deemed as "out of network." SunGard Public Sector Inc. is not responsible for Internet connectivity and/or performance outside the internal SunGard Public Sector Inc. host site infrastructure. Standard Application Support SunGard Public Sector Inc. provides standard Application Support Monday - Friday 5:00 am to 5:00 pm customer local time. SunGard Public Sector ASP Agreement Rev. 5.8.12 5891LG-121210-1 ASP - SaaS Agreement Page 13 of 15 The toll-free application support line is 1-888-ONE-SUPPORT or 1-888-663-7877. Cloud Solutions Hosted Support Host site technical hardware and host operating system support shall be provided 24hours a day. 365 days per year. This includes support for technical issues related to hosted Systems access, and hosted Systems functionality. SunGard Public Sector Inc. is not responsible for Customer hardware, non-SunGard Public Sector Inc. related software. Internet access, and/or connectivity issues. SunGard Public Sector Inc. will provide guidance to Customer in obtaining technical support for on-site hardware and connectivity issues. The toll-free Hosted Technical support line is 1-888-ONE-SUPPORT or 1-888-663-7877. (Remainder of Paqe Intentionally Left Blank) SunGard Public Sector ASP Agreement 5891LG-121210-1 ASP - SaaS Agreement Rev. 5.8.12 Page 14 of 15 APPENDIX B MAINTENANCE STANDARDS Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless othen^/ise noted, support hours are Monday through Friday. 7:00 A.M. to 6:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x11"). Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations. SunGard Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Applications identified in Appendix A - Order Form of this Agreement in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard Public Sector "Telephone Support" hour occurring after SunGard Public Sector's receipt ofthe Notification: Priority Description Response Goal* Resolution Goal* Urgent 1 A support issue shall be considered Urgent when it produces a Total System Failure; meaning SunGard Public Sector's Applications are not performing a process that has caused a complete work stoppage. SunGard Public Sector has a stated goal to respond within 60 minutes of the issue being reported and have a resolution plan within 24 hours. Although resolution times vary depending on the exact issue and customer environment, SunGard Public Sector has a stated goal to resolve an urgent issue within 24 hours OR provide a resolution Critical 2 A support issue shall be considered Critical when a critical failure in operations occurs; meaning SunGard Public Sector's Applications are not performing a critical process and prevents the continuation of basic operations. Critical problems do not have a workaround. This classification does not apply to intermittent problems. SunGard Public Sector has a stated goal to respond within two hours of the issue being reported. plan with urgent issues within 24 hours of the issue being reported. A resolution plan details the steps necessary to understand and possibly resolve the issue. Non- Critical 3 A support issue shall be considered Non-Critical when a non-critical failure in operations occurs; meaning SunGard Public Sector's Applications are not performing non-critical processes, but the system is still usable for its intended purpose or there is a workaround. SunGard Public Sector has a stated goal to respond within four hours of the issue being reported. Minor 4 A support issue will be considered Minor when the issue causes minor disruptions in the way tasks are performed, but does not affect workflow or operations. This may include cosmetic issues, general questions, and how to use certain features of the system. SunGard Public Sector has a stated goal to respond within 24 hours of the issue being reported. * Measured from the moment a Case number is created. As used herein a "Case number'is created when a) SunGard Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard Public Sectors online support portal, andb) when SunGard Public Sector's support representative assigns a case number and conveys that case number to the Customer SunGard Public Sector ASP Agreement Rev. 5.8.12 Page 15 of 15 5891LG-121210-1 ASP - SaaS Agreement 7