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Home My WebLink About2014-10-21; City Council; 21761; Agreement with Hewlett Packard for Maintenance, Software Product Licensing with Enterprise Content Management SystemCITY OF CARLSBAD - AGENDA BILL AB# 21,761 ADOPTION OF RESOLUTION APPROVING AGREEMENTS WITH HEWLETT PACKARD, INC. FOR $694,902 OF PROFESSIONAL SERVICES AND $250,934 FOR MAINTENANCE AND SOFTWARE PRODUCT UCENSING ASSOCIATED WITH AN ENTERPRISE CONTENT MANAGEMENT SYSTEM DEPT.DIRECTOR CMJ^ MTG. 10/21/14 ADOPTION OF RESOLUTION APPROVING AGREEMENTS WITH HEWLETT PACKARD, INC. FOR $694,902 OF PROFESSIONAL SERVICES AND $250,934 FOR MAINTENANCE AND SOFTWARE PRODUCT UCENSING ASSOCIATED WITH AN ENTERPRISE CONTENT MANAGEMENT SYSTEM CITY ATTY. 'C:^^ DEPT. ASD ADOPTION OF RESOLUTION APPROVING AGREEMENTS WITH HEWLETT PACKARD, INC. FOR $694,902 OF PROFESSIONAL SERVICES AND $250,934 FOR MAINTENANCE AND SOFTWARE PRODUCT UCENSING ASSOCIATED WITH AN ENTERPRISE CONTENT MANAGEMENT SYSTEM CITY MGR. ADOPTION OF RESOLUTION APPROVING AGREEMENTS WITH HEWLETT PACKARD, INC. FOR $694,902 OF PROFESSIONAL SERVICES AND $250,934 FOR MAINTENANCE AND SOFTWARE PRODUCT UCENSING ASSOCIATED WITH AN ENTERPRISE CONTENT MANAGEMENT SYSTEM RECOMMENDED ACTION: That City Council adopt Resolution No. 2014-241 approving a professional services agreement and a software product and service maintenance agreement with Hewlett Packard, Inc. for an enterprise content management system that will modernize and enhance the document management, request for proposal management, contract management and agenda management processes for a total amount of $945,836.28.The professional services agreement is an amount not to exceed $694,902 and the software product and service maintenance agreement is an amount not to exceed $250,934 for a one year agreement. ITEM EXPLANATION: The city has been using the existing document management system for nearly 15 years. The software is no longer supported by the vendor. The current system is difficult to search, and does not effectively manage the life cycle of documents. As a result staff is spending too much time locating important documents, scanning information and tracking status of routed content. City Council set a strategic goal to upgrade the city's document management system in 2012. After extensive research on enterprise content management systems in the marketplace, a Request for Proposal (RFP) was released in November 2013. Seven proposals were received and the top three vendors were asked to each make a demonstration to city staff in January 2014. Each vendor presented to a diverse group of city staff including end users, subject matter experts (SMEs) and the core project team. After evaluating all three demonstrations, the project team determined that none ofthe products demonstrated adequately satisfied the project requirements. In March 2014 the project team received and evaluated product demonstrations from an additional five vendors. The preferred vendor was Hewlett Packard, Inc.'s enterprise content management solution. Hewlett Packard, Inc's enterprise content management solution offers several advantages over the current document management system. The new system will provide automated content workflow and approvals, electronic signature capabilities, and integrate with multiple existing systems such as permitting and agenda management. The result will be improved efficiency through reduced costs and processing times for routing, approvals and signatures; increased accountability and transparency; improved customer service and communication; and more user-friendly reporting that will improve effectiveness with better data quality. DEPARTMENT CONTACT: Sherry Remington 760-602-7593 sherry.remington@carlsbadca.gov FOR CLERK USE. • COUNCIL ACTION: APPROVED • CONTINUED TO DATE SPECIFIC • DENIED • CONTINUEDTO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • FISCAL IMPACT: In 2013, the Enterprise Content Management System was one ofthe prioritized technology projects in the city's project prioritization process and was allocated $1,500,000 in innovation funds prior to the RFP being released. Upon selection of Hewlett Packard, Inc. as the preferred vendor and negotiation of a scope of services, more accurate costs were obtained for the software implementation, professional services, and maintenance fees. The total cost of the Hewlett Packard, Inc. agreements for the Enterprise Content Management System including annual maintenance shall not exceed $945,836.28. The breakdown ofthis total is as follows: • Professional services for software implementation: $694,902 • Software License: $196,930 • Annual Service maintenance: $ 54,004 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: Exhibit 1 Resolution 2014-241 Exhibit 2 Professional Services Agreement with Hewlett Packard, Inc. Exhibit 3 Hewlett Packard, Inc. Portfolio Agreement EXHIBIT 1 RESOLUTION NO. 2014-241 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, 2 CALIFORNIA, APPROVING AGREEMENTS WITH HEWLETT PACKARD, , INC. FOR $694,902 OF PROFESSIONAL SERVICES AND $250,934 FOR MAINTENANCE AND SOFTWARE PRODUCT UCENSING ASSOCIATED 4 WITH AN ENTERPRISE CONTENT MANAGEMENT SYSTEM 23 24 25 26 27 28 WHEREAS, the City Council has designated replacing the 15-year-old existing 5 6 7 document management system as a strategic goal; and 8 WHEREAS, the city recognizes that an enterprise content management system offers the opportunity to: automate and streamline business processes, automated content workflow and approvals, electronic signature capabilities, and integrate with multiple existing systems such as land development and agenda management; and WHEREAS, a request for proposals for professional services was issued and 9 10 11 12 13 14 competitively bid; and 15 WHEREAS, the city requested the nine vendors to each provide a demonstration 16 17 18 19 2Q management solution because of the system's responsiveness to the city's requirements, its 21 sophistication and flexibility, and staff's preference to work with the vendor's implementation 22 approach and experienced project management team. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. to city staff including the core project team, subject matter experts, and staff end-users of the system; and WHEREAS, the preferred vendor is Hewlett Packard, Inc.'s enterprise content 1 2. That the professional services agreement with Hewlett Packard, Inc. is hereby 2 approved for an amount not to exceed $694,902. 3. That the product and software maintenance agreement with Hewlett Packard, Inc. is hereby approved for an initial software product investment of $250,934 and ongoing maintenance costs as outlined in the agreement. 3 4 5 6 7 4. That the Mayor is hereby authorized and directed to execute the professional 8 services agreement and the product and software maintenance agreement with Hewlett Packard, Inc. for said professional services, software product and maintenance. /// /// /// 9 10 11 12 13 14 /// 15 /// 16 17 18 19 20 23 24 25 26 27 28 /// /// /// /// 21 /// 22 /// /// /// /// 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 ofthe City of Carlsbad on the 21st day of October 2014, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Schumacher, Blackburn. None. ABSENT: Council Member Wood. MATT HALL, Mayor ATTEST: ,6ARBABA ENGLESON, City :y^rk A 0„ • r.vs^"" EXHIBIT 2 AUTONOMY Software License and Services Agreement This Software Ucense and Services Agreement (the "Autonomy AgreemenT) is entered into as of this Ji^"^ of October, 2014 (the "Effective Date") by and between Autonomy, Inc., a New Jersey corporation, (a Hewletl-Packard company) with ite principal place of business at 1140 Enterprise Way, Sunnyvale, CA 94089 ("Autonomy") and the City of Carted, with ite principal place of business al 1635 Faraday Ave. Carlsbad. CA 92008-7314 ("Customer"). WHEREAS, Autonomy was acquired by Hewlett-Packad Company ("HP" or "Contractor") on or about October 3,2011; WHEREAS, Autonomy desires to sell to Customer Autonomy's Producte and/or Sen/ices; WHEREAS, Autonomy d^ires to establfeh a contract directly wtti Customer to establish the tenns and conditions controMing ttie sste and purchase of such Products and/or Services; WHEREAS, Customer and HP have entered into an HP Customer Tenns-Portfolio with an effective date of October, 2014 as amended (colectively the "Agreemenf). and WHEREAS, Customer and Autonomy desire to incorporate the terms and conditions of the Agreement, into the Autonomy Agreement as if set forth word for word herein. NOW THEREFORE, in consideration ofthe mutual promises, covenante, and conditions herein contained, the Parties agree as foflows: 1. The HP Customer Tenns-Poitfollo is hicorporated herein by reference as if set forth herein wonJ for word, and shall govem all Orders hereunder, with the following exception: pricing shall be as agreed to between Autonomy and Customer. 2. For purposes of interpreting the terms of ttie HP Customer Tenns-Portfolio as incorporated herein, all refwences to HP in the HP Agreement shall be deemed replaced with references to Autonomy, arKi ttie notification address for Autonomy shall be as set forth above. 3. For avoidance of doubt, ttie Autonomy Agreement and any Orders hereunder are entered hito betwreen Cu^omer and Autonomy, not HP. Further, this Autonomy Agreement shall not atter any license purchased by Customer under a separate agreement wAlth Autonomy. 4. The Parties agree th^ the ternis of ttiis Autonomy Agreement takes precedence over ttie HP Customer Terms-Portfolio to the extent it includes new or different or inconsistent terms. 5 The Autonomy producte and Sen/ices shall be delivered and supported as per Exhibit A, A-1, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H and Exhibit I attached hereuncter. Exhit»t B is ttie preceding authority if conflicte arise between exhitjite. Contractor vwll obtain and maintain a City of Carlsbad Business License for ttie temd of the Agreement, as may be amaided from time-to-time. OFFTrF.R^S CERTIFICATE AUTONOMY. INC. I, Catherine A. Lesjak, Director and Chief Financial Officer of Autonomy, Inc., a corporation organized under the laws of the state of New Jersey, (the "Corporation"), hereby certify that attached hereto as Exhibit A is a full, true and correct copy ofthe authorization granted to Neil Araujo by the board of directors ofthe Corporation and that such authorization has not been annulled, rescinded, or revoked and remains in full force and effect. IN WITNESS WHEREOF, I have executed this Officer's Certificate on October 2014. AUTONOMY, INC. Name: CatheriliL^. Lesjak Title: Director and Chief Financial Officer Exhibit A Authoritv Granted to Neil Arauio bv the Board of Directors of Autonomy. Inc. Neil Araajo To act in the name ofthe Corporation and on its behalf to sign commercial documents, including but not Hmited to product and services agreements, non-disciosure agreements and requests for proposals, up to a maximum value of USD $1,000,000.00 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Autonomy CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) | fnrint n'ainnali\t\a\ Autonomy By: (print name/title) (sign here) (print name/title) Mayor ATTEST: BARBARA ENGLESO City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CEL BY R, City Attorney Assibldi ll GityT^ttorney" Autonomy | HP Software Reviewed and /Approved as to Form and Content - HP Sofhware Legal Department Paul Leili/Contracts Negotiator Date : Septemtjer 30, 2014 < OFFICIALSEAL LEA G. MILLER ' NOTARY PUBLIC, STATE OF ILLINOIS " My Commission Expires Jan. 3, 2018 Exhibit A ORDER NO. 1 SOFTWARE This Order No. 1 ("Order") is issued under and subject to the terms and conditions of the AUTONOMY Software License and Services Agreement (the "Agreement") and any supplemental documents attached hereto. Capitalized terms not othenwise defined in this Order shall have the meanings given them in the Agreement, the applicable supplemental document(s) and attached as Attachment A. QTY 1. Software 2. Languages 3. Platform 4. Number of Copies 5. Number of Instances 6. Authorized Use 7. Territory of Software Installation 8. Customer Ship To 9. Customer Invoice To 10. Customer Technical Support TeleForm Enterprise Bundle 1 TeleForm Reader 1 TeleForm Verifier 19 TeleForm Scan Station 14 English Microsoft Windows SQL One each of (1) above One each of (1) above per Server N/A United States of America Shipped F.O.B. point of origin via electronic delivery to: Name: City of Carisbad Address: 1635 Faraday Ave. Carisbad, CA 92008-7314 Phone:760-602-7593 E-mail: sherrv.remington@carisbadca.gov Name: City of Carisbad Address: 1635 Faraday Ave. Carlsbad, CA 92008-7314 Phone:760-602-2450 E-mail: infotech@carisbadca.gov Name: Bill Baer Address: 1635 Faraday Ave. Carisbad, CA 92008-7314 Phone:760-602-2451 E-mail: bill.baer@carisbadca.gov 11. License Fee US $86,160.00, invoiced immediately upon delivery 12. 24/7 Support Fee (first year) US $18,524.40 per annum for Support Services per Attachment A. 13. Payment Terms for all Fees 30 days from date of invoice. 14. License Term 15. Supplemental Document(s) The Software is licensed for a perpetual term, subject to eariier termination pursuant to the Agreement. Software Supplement, attached hereto as Appendix 3. Exhibit A-1 ORDER NO. IA SOFTWARE This Order No. 1A ("Order") is issued under and subject to the terms and conditions of the AUTONOMY Software License and Services Agreement (the "Agreement") and any supplemental documents attached hereto. Capitalized terms not othenwise defined in this Order shall have the meanings given them in the Agreement, the applicable supplemental document(s) and attached as Attachment A. 1. Software 2. Languages 3. Platform 4. Number of Copies 5. Number of Instances 6. Authorized Use 7. Territory of Software Installation H7Q21AAE HP RM Base Edition 2 Nmd Usr SW E-LTU HP Records Manager Base Edition 2 Named Users Software E-LTU Qty 1 H7Q28AAE HP RM Base Records Coord Nm Usr SW E-LTU HP Records Manager Base Records Coordinator Named User Software E-LTU Qty 5 H7Q30AAE HP RM Base Knowl Worker Nmd Usr SW E-LTU HP Records Manager Base Knowledge Wori<er Named User Software E-LTU Qty 45 H7Q32AAE HP RM Base Casual Cont Nmd Usr SW E-LTU HP Records Manager Base Casual Contributor Named User Software E-LTU Qty 300 H7Q62AAE HP RM Rendering SW E-LTU HP Records Manager Rendering Software E-LTU Qty 1 H7Q65AAE HP RM 3M Objects Volume Pkg SW E-LTU HP Records Manager 3 million Objects Volume Package Software E-LTU Qty 1 English Microsoft Windows SQL One each of (1) above One each of (1) above per Server N/A United States of America 8. Customer Ship To Shipped F.O.B. point of origin via electronic delivery to: Name: City of Carisbad Address: 1635 Faraday Ave. Carlsbad, CA 92008-7314 Phone:760-602-7593 E-mail: sherry.remington@carisbadca.gov 9. Customer Invoice To 10. Customer Technical Support 11. License Fee Name: City of Carisbad Address: 1635 Faraday Ave. Carisbad, CA 92008-7314 Phone:760-602-2450 E-mail: infotech@carisbadca.gov Name: Bill Baer Address: 1635 Faraday Ave. Carisbad, CA 92008-7314 Phone:760-602-2451 E-mail: bill.baer@carisbadca.gov US $110,770.00, invoiced immediately upon delivery 12. 24/7 Support Fee (first year) 13. Payment Terms for all Fees 14. License Term 15. Supplemental Document(s) US $35,479.88 per annum for Support Services per Attachment A. 30 days from date of invoice. The Software is licensed for a perpetual term, subject to eariier termination pursuant to the Agreement. Software Supplement, attached hereto as Appendix 3. ATTACHMENT A - SOFTWARE SUPPLEMENT 1. DEFINITIONS. 1.1. "Product" shall mean the Software and any accompanying user documentation that are delivered with the Software. 2. PROPRIETARY NOTICES. Customer shall not remove or obliterate any copyright, trademark or proprietary rights notice of HP or Autonomy or its licensors from the Product and will reproduce all such notices on all authorized copies of the Product. 3. SHIPMENT OF SOFTWARE. The Software shall be deemed accepted upon shipment. Upon shipment, Customer may receive a temporary access code that will allow for Customer's temporary use of and access to the Software. Unless othenwise specified, such temporary access codes may expire ninety (90) days from the date of shipment of the applicable Software. Upon receipt by HP or Autonomy of all applicable fees in accordance with the Order, Customer will receive an access code that will allow for Customer's use of and access to the Software (i) with respect to Software licensed for a perpetual term, on a permanent basis, subject to the terms of this Agreement; or (ii) with respect to Software licensed for a fixed term, for the remainder of the initial term or then-current renewal term. 4. SUPPORT SERVICES. Customer must purchase and receive maintenance and support services (collectively, "Support Services") for the Software for the first twelve (12) consecutive months beginning at the date of the shipment of the Software ("Support Services Start Date") in accordance with HP and Autonomy's standard terms of support as set forth below. After such non-cancelable, non-refundable initial Support Services term, Customer may elect in writing not to purchase and receive Support Services Provided Customer is current in its payment of all Support Services fees, the renewal rate for Support Services fees will be the previous year's rate plus an increase not to exceed five percent (5%). Such rate increase shall not happen more than once per calendar year, and the renewal rate for each following year shall continue to be at the renewal rate calculation until the eariier of: (a) ten (10) years from the Effective Date, after which the parties will agree reasonable renewal rate increases; (b) eariier termination of Support Services; or (C) HP or Autonomy no longer offers Support Services for the Software. Should Customer allow Support Services to lapse, reinstatement will be subject to the payment of applicable Support Services fees for the lapsed period plus a reasonable reinstatement fee. HP and Autonomy shall only be obligated to provide support for Software that is generally available. HP and Autonomy will provide Support Services in accordance with the terms set forth under Appendix B: 4.1. Remote Support. HP and Autonomy may require remote access to Customer's system to enable remote troubleshooting and corrective action work. If so. Customer will make available to Autonomy, at the location designated in the applicable Order, the Software for execution on equipment and the platform in accordance with HP and Autonomy's environment specifications. Customer will provide remote access to the Software in accordance with the City of Carisbad remote access policy and requirements attached hereunder as Appendix 2 for as long as HP or Autonomy provides Support Services for Customer's system and an active Customer contact. Customer is responsible for providing HP or Autonomy with remote access dial-up telephone numbers and passwords or Virtual Private Networking (VPN) connectivity. HP and Autonomy will provide remote support upon approval from Customer on an HP or Autonomy request or through verbal confirmation. Customer acknowledges that HP or Autonomy may at times access Customer's system in order to review recent corrective actions and their impact on Customer's system performance. If remote access is not granted and HP or Autonomy provides on-site Support Services at the City's request. Customer will be invoiced in accordance with HP or Autonomy's then-current time and materials rates; additionally, if, in HP or Autonomy's reasonable opinion, the problem requires HP or Autonomy to provide on-site Support Services, Customer will reimburse HP or Autonomy for travel and other expenses actually incurred in connection with performance of such Support Services. Exhibit B Statement of Work for Enterprise Content Management This Statement of Work ("SOW") for Professional Services ("Services") is governed by the terms and conditions of the AUTONOMY Software License and Services Agreement. 1 EXECUTIVE SUMMARY 1.1 INTRODUCTION This document contains the approach for the definition, configuration, and deployment of the software and services for the enterprise content management system including workflow, data migration, records management, contract management and agenda management for the City of Carisbad, CA. The City will partner with Autonomy, Inc. (AUTONOMY) on the implementation of the AUTONOMY producte. 1.2 SCOPE OVERVIEW The scope and goals of this project will be described below. The project will also include a migration from IBM FileNet Content Services version 5.5 and TAB system to AUTONOMY software and related interfaces. The City will achieve this goal through a series of defined Deliverables, and milestone achievements. 1.2.1 RESOURCES AUTONOMY will provide bios for all AUTONOMY staff working on site. AUTONOMY will reply to City requests for on-site staff changes upon written request to AUTONOMY providing an explanation of the reason for replacing a staff member. AUTONOMY may replace staff at its discretion during the project, but will notify City if replacements are planned. Staffing will be reviewed and approved by the City, and will be not be unreasonably withheld. Staffing is allocated during the Planning & Initiation phase. Only key project sponsors (implementation director / executives, etc.) are capable of being determined and included within the sow/Contract. AUTONOMY'S Project Manager will be assigned to the project and will work a combination of on-site and remotely in the management of the project. AUTONOMY'S staff is available between 9 am and 5 pm in the Pacific Time Zone during regular business days. AUTONOMY'S staff will follow AUTONOMY'S holiday and vacation schedule (attached as Exhibit I). As part of the shared service expectation, additional AUTONOMY staff will be made available for questions from City staff assisting AUTONOMY with the system configuration. Availability of AUTONOMY staff outside regular business hours will be mutually agreed upon by the City and AUTONOMY , understanding that meeting project deadlines will require City staff to be working in addition to their regular day-to-day duties. Shared Service Expectation - This model assumes the agency will dedicate resources to complement AUTONOMY consultants throughout the duration of the project. This would be accomplished by the City committing the following resources, at a minimum: • Equivalent of 2 PTE's (PM, Technical Resource, Subject Matter Expert Resource) that will assist with assess & define, software configuration and will serve as end user training resources • Subject Matter Experts for each department / major processes are also required (primarily during assess & define and UAT stages). 1.2.2 REQUIREMENTS The AUTONOMY products were selected based on a number of criteria including the responses by AUTONOMY in their proposal to the City's Request for Proposals for an ECM. AUTONOMY'S responses to the requirements (in Exhibit E) are the driving elements of the project scope. As such, technical requirements based on the scoring provided by AUTONOMY, will serve only as an input to the requirements and design sessions in Phase 1 of the Project. Any discrepancies in requirements will be identified in a Gap Analyses document. Response Definition Implementation Expectation 0 Functionality not provided: Not included in the proposal. Not in Scope 1 Partial functionality provided out of the box: The vendor provides the functionality in a limited way from its own code base. No additional product, customization or work-around can provide the full functionality. Not in Scope 2 Full functionality provided through complex customization. The vendor can provide the functionality, but an additional product, customization or work-around is required. Can be provided at an additional cost which is either outlined in AUTONOMY's response as attached or agreed upon through the Change Order Process 3 Full functionality provided through Simple customization (Less than 2 hours): The vendor can provide the functionality, but an additional product, customization or work-around is required. In Scope, included in Exhibit B below 4 Full functionality provided out of the box: The vendor provides the functionality from its own code base. No additional product, customization or work-around is required. In Scope, included in Exhibit B below AUTONOMY agrees that functionality shall be delivered in accordance with the published product documentation. Should an issue arise during configuration and/or testing, AUTONOMY will work to resolve issues and train appropriate City staff (technical and configuration teams) on 10 how to resolve such issues so as to avoid and address issues for any configuration executed by the City as part ofthe shared implementation plan. 1.2.3 OUT OF SCOPE a) Any custom software enhancements such as; undocumented enhancements to source code. b) Extensions to the scope not documented in this Statement of Work. Fees related to any extensions to the scope must be approved through the amendment process documented in Section 4: Change Requests and Changes to This Statement of Work. c) System Acceptance Configuration. System Acceptance requirements are met through the process documented in Exhibit F Acceptance Process at the completion each Deliverable. Any changes requested of the AUTONOMY implementation team to alter the configuration of the base code. System Acceptance, must be documented through a change order and may incur additional costs. The City has access to all built-in configuration tools and is free to reconfigure or create new configuration as required or desired. d) Subject to the terms and conditions of the Agreement, no software licenses are granted under this SOW. All HP/Autonomy software must be sized, licensed, and purchased separately. e) Autonomy may need to make minor changes during this SOW engagement to resolve issues that were not apparent at the time this SOW was entered. In the event of such, the HP Autonomy Consulting Director will discuss such potential changes with Customer's technical leads to determine possible scope impact. f) Any additions, modifications or changes to the activities expressly stated herein are outside the scope of this SOW and may affect the schedule and fees set forth in this SOW. If such additions, modifications or changes are required, a "change order" can be issued and signed by both parties as an amendment (attachment) to this SOW. 1.3 PROJECT GOALS a) Establish an enterprise content management system platform including: a. Content workflow and approvals b. Electronic signature c. Records Management d. Contract Management e. Agenda Management f. Citizen Access g. Optical Scanning b) Provide increased accountability and transparency; c) Improve customer service and communication; d) Reduce processing times for routing, approvals and signatures; e) Provide cross-departmental content and approval tracking; f) Provide effective, easy-to-use management tools. g) Improve current business processes and software for: a. Records Management b. Contract Management 11 c. Agenda Management d. Online citizen access to records e. OCR Scanning h) Provide user friendly reporting tools; i) Allows for better security via single sign on and segregated roles and responsibilities; j) Train users on the benefits and usage of the new applications; k) Manage and support a complete adoption and migration for long-term usage of the products by all registered users 1.4 ASSUMPTIONS It is assumed that: a) City will make technical resources available to assist with the initial installation and initial data migration. b) Staff with the appropriate skills and experience with the AUTONOMY products will be furnished by AUTONOMY for each Consulting Session or other review activities, whether onsite or conducted remotely. Each staff member will have experience with at least five (5) AUTONOMY product implementations. c) AUTONOMY will provide a project manager that is experienced and certified for the AUTONOMY product. d) The City will provide an adequate workspace for each onsite AUTONOMY consultant, with internet access and close proximity to the City project team. Adequate breakout and conference space will also be provided. e) Adequate training space will be provided by the City for training throughout the project. f) All software failures, or data issues found during implementatton—^whether by AUTONOMY or the City will be tracked to resolution. AUTONOMY is not responsible for data issues and resolution of data issues may increase the cost of the project. g) All software failures or implementatton issues will be responded to within mutually agreed upon timeframes set out in this Agreement. h) The City and AUTONOMY will make the project team members available for meetings, consulttng and training sessions, discussions and conference calls as scheduled. City project team members will respond to information requests by AUTONOMY staff not to exceed ten (10) Business Days unless agreed upon in time to minimize delays in the project. i) Whenever possible, City and AUTONOMY may consider alternattve meeting options such as WebEx, Video Conferencing, Remote Desktop and Conference Calls. Making use ofthis technology will help in reducing travel and expense costs. j) AUTONOMY resources will be on site for one (1) week prior to "Go Live" and one (1) week post "Go Live" with three (3) weeks remote support for the project team. k) and The City and AUTONOMY shall review their responsibilities before work begins to ensure that Services can be satisfactorily completed. I) AUTONOMY shall initially implement the current generally available version of the AUTONOMY software at the time of the contract signing. m) The City will provide AUTONOMY with network access for remote installation testing through industry standards such as Virtual Private Network (VPN) or other secure access methods after each AUTONOMY employee who needs access has signed the appropriate VPN agreements attached as Appendix 2. n) AUTONOMY is responsible to provide the City hardware specifications, software and network configurations in accordance with AUTONOMY specifications within an agreed period of time after project kick-off. Project kick-off meeting will be scheduled after contract execution. o) The City will provide/purchase/acquire the appropriate hardware, software and 12 infrastructure assets to support all purchased AUTONOMY software products in development, testing and production environments, based on the specifications provided in AUTONOMY documentation, p) Data migration will be conducted in accordance with Section 5.6: Data Conversion. 2 Implementation 2.1 IMPLEMENTATION APPROACH - This section presents an overview of the implementation methodology and approach which will be followed by the City and AUTONOMY, which is also a basis for the project plan structure. 2.1.1 Methodology Plan - All of the work to establish the basic infrastructure and confirm general scope is accomplished in the plan stage. This includes establishing the project plan and project team; confirming resources and site facilittes; ordering and constructing the technical system (hardware, software, etc.); confirming the expected use of software functtonality; identifying all ofthe development programming work to be done and performing inittal consulting. Initiate - Process mapping is one of the most critical aspects of the implementatton lifecycle and includes a comprehensive review and analysis of the existing business processes along with the subsequent definitton of how those processes might be changed in light of the new technology (i.e. understanding the "As Is" and defining the "To Be"). As such, designated and empowered City personnel will be involved and engaged during this stage of the implementation in order to provide AUTONOMY team members with requisite detail for the "As Is" and support / feedback for the "To Be." During this stage, key requirement decisions will be processed, confirmed, and reviewed. The core project team will be trained on the system. The development and test application will be put in use at the City and tested for basic operational capacity. The functional business requirements will be understood, with decisions made as to how the software will be configured. AUTONOMY staff will work with City Subject Matter Experts (SMEs) to re-engineer business processes in orderto: 1) leverage best practices based on AUTONOMY'S experience with other customers; 2) maximize knowledge sharing and collaboration across departments; 3) facilitate adoption by internal users and the public; and 4) establish meaningful and reportable metrics to track the efficacy of the business changes and system adoption. "To Be" workflows will be created. Some core items will be configured. Detailed specifications for each development item included in the development scope will be produced. Planning will begin for developing a user training program. The project management team will continue to maintain tools established in the Plan stage to keep the project on track. A design review will be held by the City team and the project steering committee to confirm the "To Be" design. Execute - The team will be implementing the process and system changes previously defined during the initiate stage. The configuratton of modules to perform functionality as identified in the requirements will be led by AUTONOMY with the support of City staff. The technical team will be reinforcing procedures to refresh and migrate data, create the production environment, manage database versions, etc. Project management and City leadership will manage organizational preparedness as modules begin testing and physical organizational changes need to be made to prepare for system "Go-Live". A cutover plan from testing to production will be developed, and the detailed configuration items will be finalized. A quality gate review will be held by the City team and the project steering committee to confirm the quality of the work prior to training and go live. 13 Confirm - Final preparation is being made by all teams for go-live in the confirm stage. Integratton and testing is following up the testing that was performed in the execute stage - integration testing will test functionality between modules as determined by the ftow of the organization's business processes. The project team will create the support plan to provide excellent service from the City help desk for go-live and beyond. Prior to go-live, a readiness gate review will be held by the City team and the project steering committee to confirm the City is ready for go live. Support - The activittes that occur after go-live, to ensure the system runs effectively, take place during the support stage. AUTONOMY consultants will continue to support the City through specific first time uses of the software, such as the first completed workflow, first completed contract, first completed council meeting. The technical team will monitor the performance of the system in its first month of production, paying particular attenfion to database performance. The development team will be available for any assistance as the forms, reports and workfiows are used in production. Project management will focus on the issues log to tackle any unexpected production issues that arise - although these should be minimized by thorough testing and the quality gate review. A close out gate review will be held to confirm the business is back to normal and the system is stable. Initial support during the project will come directty from the AUTONOMY project team, however, as the project progresses and end users have problems they should be directed to the City Project Subject Matter Experts (SMEs) and/or the City's help desk. This will ensure the transfer of knowledge from AUTONOMY to the city project team is happening. After the training program is complete and the system is funcfional. City Project SMEs can assist or review all open support cases. At go-live it is expected that AUTONOMY will have resources available in accordance with the schedule outlined in this document to assist with any issues post go-live. The goal of the AUTONOMY project team is to provide expedifious technical assistance to AUTONOMY software users in overcoming issues, understanding certain functionality, and recommending approaches to various scenarios. AUTONOMY will strive to answer City quesfions quickly and accurately in accordance to service level agreements. AUTONOMY offers multiple ways to contact the project team members. While the project is active AUTONOMY team will request assistance from AUTONOMY support as needed, but will be the primary contact for the City if any issue(s) are encountered. 2.1.2 Tracks The following tracks represent work tracks that run throughout the project methodology with specific Deliverables at each stage: Project Management - Using a proven implementation methodology along with years of experience, AUTONOMY will follow the standard project management body of knowledge (PMBOK) methodology and will adhere to the City's project gate reviews. Throughout the project, the project manager for AUTONOMY and the City will keep the project organized, on schedule and on budget. A series of project management tools will assist the project manager in leading the project effort, including high level and detailed project plans, an issues log, a project team organization chart and a comprehensive project communication plan that addresses the communicafion needs for every internal and external stakeholder. These are all housed in the City's portfolio tool, Daptiv. AUTONOMY will be provided access to this applicafion and content on the City's SharePoint project site. Deliverables outlined in this Statement of Work will be developed and approved based on templates provided by either AUTONOMY or the City. During the PLAN phase, AUTONOMY and the City will mutually agree on the template and 14 format of Deliverables throughout the project lifecycle. The City project manager will work with the City to create a change management plan to assess the City's readiness for change and provide sufficient preparation. Finally, at key milestones, a stage's Deliverables will be compiled together for a complete project summary document. AUTONOMY performs ongoing project management services throughout the implementation in order to plan and monitor execufion of the project. Project Management includes the following tasks: • Project plan management using Microsoft Project (made available to customer project management team) • Project document management using Microsoft SharePoint • Issue log management and escalation • Status reporting • AUTONOMY will provide the City with weekly status reports that outtine the tasks completed including resources used by AUTONOMY staff to complete those tasks. AUTONOMY will also provide details regarding the upcoming tasks that need to be completed during the coming weeks, the resources needed (from the City) to complete the tasks, a current or updated version of the project plan, and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates) as needed. • Change order management • Project workspace management • Resource management • Executive project oversight via Executive Director and Project Review Committee Technical - The first activities to be performed for the implementafion will be the specification, ordering, staging, and installation of the system - the hardware, software and third-party products that will make the AUTONOMY product function smoothly and reliably. The technical track team will guide the City through a series of clearly explained activities and Deliverables to ensure that the system is ordered to correct specifications. The City staff will order and install the hardware. The software will be installed by AUTONOMY technical resources. Throughout the implementation, AUTONOMY will provide technical consulting and knowledge transfer to the systems' administrator(s) in areas such as database maintenance; data refresh and restore procedures, data migration and printer setup. The technical track team is also responsible to work with AUTONOMY and the City's 3^^ party applications to create effective integrations. Functional - The funcfional track consists of the following elements that may exist on the implementafion project: configurafions, workflows, data conversions, forms, and reports. The first activities and Deliverables revolve around a thorough scoping effort in the inifiate phase in each of these areas. The data migration conversion scope Deliverable will describe the source data, volumes, conversion method, etc., so that a complete scope of every conversion requirement will be established and updated throughout the project. This approach will be consistent across the functional areas. After scoping is complete, "To Be" specification documents will be completed for each item across the areas as needed. Finally, the system will be configured, tested and implemented to ensure that all data flows in a manner that most effectively supports the business requirements. Training - Perhaps no area is more important to successful change management than end- user training that will provide a rapid but deep understanding of how the system and new business processes will support the performance of jobs on a day-to-day basis. AUTONOMY Educafion will provide the City with the end-user training (see Exhibit D). Additionally, Knowledge Transfer will need to be provided to the core team for eariy understanding of the out- of-the-box system to assist with system configuration. 15 The Software listed under Exhibit A and A-1 are planned for implementation as outlined in Exhibit B. 2.2. DEFINITIONS Deliverable - means the tangible work product resulting from Autonomy's performance of Services, as defined in this and subsequent exhibits. Change Request - Means proposing a request for a change to this SOW. Onsite - The activity shall be conducted at City facilities in Carisbad, CA. Third Party Software - Any software used to complete the project that Autonomy provides, where ownership rights are held with someone other than the Autonomy. 2.2 PROJECT STAFF DESCRIPTIONS The following table provides an overview of committees and positions. Final responsibilifies of team members are identified during the implementation-planning phase ofthe implementation. Role/Position CITY AUTONOMY Executive Steering Committee Composed of Project Sponsor, IT Director & CED Director, Assistant City Manager, Public Works Manager Provide staff and facilities to the implementation effort as described herein. Provide support to City Project Management Team in reporting project progress to Committee Executive Steering Committee Composed of Project Sponsor, IT Director & CED Director, Assistant City Manager, Public Works Manager Make final decisions on policy changes as necessary Executive Steering Committee Composed of Project Sponsor, IT Director & CED Director, Assistant City Manager, Public Works Manager Communicate to governing body as necessary Executive Steering Committee Composed of Project Sponsor, IT Director & CED Director, Assistant City Manager, Public Works Manager Final City escalation point for project issues Executive Steering Committee Composed of Project Sponsor, IT Director & CED Director, Assistant City Manager, Public Works Manager Meet monthly or more frequently as needed to review progress Project Sponsor Approve material changes in the project plan Project Sponsor Advise Project Managers on resolufion of project issues Project Sponsor Immediately resolve any delay in decision-making that could impact the project timeline. Project Sponsor Report project progress to Executive Steering Committee Project Management (AUTONOMY Project Manager, City Project Management Team) Fulfill Go Live dates Fulfill Go Live dates Project Management (AUTONOMY Project Manager, City Project Management Team) Monitor and report overall implementation progress Support City Project Management Team in monitoring and reporting overall implementafion 16 Role/Position CITY AUTONOMY progress Monitor and report progress on City's responsibilities Monitor and report progress on AUTONOMY's responsibilifies Immediately notify AUTONOMY Project Manager and Project Sponsor of any issue that could delay the project Immediately notify City Project Management Team and Project Sponsor of any issue that could delay the project Supervise City Project Team; fulfill all City project Deliverables. Provide availability to the infrastructure and facilities as per the project schedule. Provide City Staff according to the project plan. Provide AUTONOMY Staff according to the project plan Facilitate coordination between various external contractors and various City Departments Facilitate coordination between all AUTONOMY Departments Document or supervise documentation of all important project and software configuration decisions AUTONOMY will provide the templates and help with the process for completing them. Coordinate, direct, and define pre-Go Live testing by City Staff Coordinate pre-Go Live testing by AUTONOMY Staff Serve as the point person for all project issues. Provide issue resolufion status, tracking, and procedures Project Team Leads (Application) Team Leads from the City include individuals from community and economic development, finance, records management, public works, parks and recreation, public safety, and city clerk's office. Check that Software operates after configuration as per its Documentation Project Team Leads (Application) Coordinate with the Project Manager in communications and issue resolution Lead software configuration Project Team Leads (Application) Make recommendations to the Project Manager concerning any policy or implementation issues Assist with the resolufion of issues Project Team Leads (Application) Participate in pre-Go Live testing Provide Knowledge Transfer to the City core group during the configuration of software Project Team Leads (Application) Assist AUTONOMY with sofhware configuration Project Team Leads (Application) Provide support to the user community in the post production timeframe 17 Role/Position CITY AUTONOMY Project Team Leads (Technical) Refine specifications for reports to be delivered by AUTONOMY per this Statement of Work Provide Knowledge Transfer on how to process conversions utilizing standard conversion utilities according to City specificafion and this Statement of \Nork Assist with converted data, Software Configurations, and Reports for compliance with specifications Create and deliver Reports according to this Statement of Work Set up security profiles. Provide training on security. Provide training on workflow and assist with set up Provide Specifications for workflows if needed. Verify security profiles. Provide hardware and security access as needed. Functional Experts (SMEs) Support Project Team Leads and Project Manager in all their duties Functional Experts (SMEs) Assist with the assessment of business processes and identifying ways the new system can be utilized. Functional Experts (SMEs) Assist in the resolution of issues impacting their areas of expertise Functional Experts (SMEs) Assist in the configuration of the new system Functional Experts (SMEs) Assist in the testing and sign off of the new system Functional Experts (SMEs) Assist in the organization adopfion and training of the new system (Remainder of Page Intentionally Left Blank) 18 b h- ~ 0) IJ D) 0) (0 Q. c (O (0 0 3 4) s (0 >« .a (0 © .fi n > "3 a *j u "o" Q. CO 0) >. .£2 •D 0) 0) Q. E o o (U O ^ o 0) Q. 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O c g ts 3 TJ P E 2 c p ro 'co p ro o^ Sl c ro © 1^ ro CO *- o ts fe 5 c >: o O ro © TJ > 5 p P trO ro Q © m CD G E O ^ Q 6f OTJ < ro o © CT ro c ro i_ ^ © OJ ts o (- © © $2'© O Q. cn o CO E /,. ro 2 P ro h- tts ro 2 Q. Q. O O IA c o IA 0 O 1. 3 O IA 0 OC in © 3 OT .to © > O CT OT ^.t in TJ p c o ro m CO c CD DQ it: © 15 c ,o c p p O) o .c CD p Pi 4 Change Requests and Changes to this Statement of Work Either party may request, in writing, changes to this SOW that will change the project scope. Such a request is honored by the parties only if it becomes a formal written Change Order. The change control procedure is as follows: a) Either AUTONOMY or the City management may propose a change by written submittal of a Change Request to the other party. b) The other party has fifteen (15) business days (or as mutually agreed upon) to determine whether it agrees to the Change Request. c) If both parties agree to the Change Request, the change will become an agreement documented and signed by both parties. d) If agreement to pursue an agreement does not occur in fifteen (15) business days of the initiation of the Change Request (or as mutually agreed upon), it is assumed that the Change Request has been rejected. e) There shall be no oral agreements. f) All change requests must be approved by the City amendment process. 5 Scope Clarification & Miscellaneous Items 5.1 INSTALLATION SERVICES The following steps will be performed by AUTONOMY staff. a) Installation & Initial Data Migration of Development and Test environment a. Install AUTONOMY system software on City provided environments b. Migrate Data from production to new SQL Database b) Installation & Initial Data Migration of production environment c) System Administration training d) End User training e) Provide guidance to create copy of production environment to disaster recovery instance 5.2 REQUIREMENTS a) OOB statements as provided in the Exhibit E requirements list 5.3 REPORTING a) Standard reports will be provided b) Up to 10 custom reports will be created as identified in planning 5.4 WORKFLOW a) Workflow model training, testing and assistance will be provided as needed b) As built workflows will be created post configuration 5.5 INTERFACES a) Interface to a 3*^^ party electronic signature system b) Interface to the new permitting system c) Interface to the new agenda management system d) Interface to IFAS the accounting system for purchase orders e) Interface to the customer relationship management system f) Interface to the City Website g) Interface to the GIS/ESRI system h) Interface to Granicus 36 5.6 DATA CONVERSION One ofthe more difficult aspects of software transition revolves around data conversion. Optionally, data can be entered into a new system manually but the time, expense and accuracy of this method falls short of most project requirements. Automating the process through the use of a data import tool is faster, less expensive and more accurate. The following criteria are applied to Data Conversion: Basic Conliguration The City must provide data to AUTONOMY, the basic data fields and data structure which will be imported. Data analysis A review of the current data set and what needs to be migrated will be agreed upon, prior to data mapping exercises. Data Mapping & Cleansing Data will be mapped to the correct fields in the AUTONOMY data model. Any data not in alignment may need to be cleansed or manipulated to map correctly. The City and AUTONOMY will work together to identify the gaps and needed updates. The City will make the necessary cleaning updates to the data for import. Data Conversion Testing Care will be taken to ensure all identified data is migrated properly via data reconciliation reports and data exception reports. Migration Sign Off The migration will be accepted by the City utilizing the acceptance process in section 5.8. 5.7 ESCALATION PROCEDURES The City and AUTONOMY should anticipate challenging issues to arise throughout the implementation process due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion, the City and AUTONOMY will utilize the following Escalation Procedure: All communication regarding the project should be directed to AUTONOMY'S Project Manager and the City's Project Manager in order to maintain consistent communication between the parties. Scheduled weekly meetings will be maintained between the AUTONOMY project team and the City's project team. All issues or concerns will be discussed actively and openly between AUTONOMY'S Project Manager and the City's Project Manager. If issues begin to interfere with the progression of the implementation project, the City and/or AUTONOMY should escalate challenges to AUTONOMY management in the sequence below, as needed: Irena Yoffe - Consulting Manager, Information Governance Services 917-627-8087 irena.voffe@Autonomv.com Steve Greenfeld - Practice Lead, Information Governance Services 914-837-6841 steven.areenfeld@Autonomv.com Al Marsella - Head of Information Governance Services 508-212-1785 al.marsella®>\utonomv.com Escalation to City management team should be as follows: Tina Steffan - Chief Technology Officer 760-602-2450 Tina.steffan®.carlsbadca.qov Colette Wengenroth - Project Sponsor 760-602-2468 Colette.Wenqenroth@carlsbadca.aov 37 EXHIBIT 0 COST & PAYMENT Fees and Pavment Summarv Description Amount Software License Cost for HP RM (PO #1) $110,770.00 Software License Cost for HP Teleform (PO #2) $86,160.00 HP Professional Service Fees for HP RM Software Implementation, Project Management and related services. Please include all third party services. (PO #1) $474,612.00 AUTONOMY Professional Services - TeleForm Software lmplementation(PO #2) $109,920.00 Training - Option 1 for Phase III See Exhibit D (PO #2) $44,370.00 Total Software Implementation Cost $825,832.00 Project Cost Form - Annual Hardware and Software Maintenance Fees Description Amount HP RM annual operations and maintenance cost. Includes 24 X 7 support. HP Enterprise Standard support (PO #1) $35,479.88 HP TeleForm annual operations and maintenance cost. Includes 24 X 7 support. HP Enterprise Standard support (PO #2) $18,524.40 Project Expenses (in adherence to the City travel policy: Appendix 5) (PO #1) $66,000.00 38 Project Phases and Tasks Project Phase Comments Phase i HP RM, TeleForm and Data Migration from FileNet and TAB 0 Validate Requirements Review City's AS-IS process and documentation; City provided requirements in the RFP; AUTONOMY will review, finalize and identify gaps 0 Design Meeting, Configuration, Documentation, Revised Design 0 Configuration Meeting, Configuration, Documentation, Revised Design 0 Install only - 4 environments, DEV, STG, Prod AUTONOMY Owns Install and configuration for DEV, AUTONOMY and City Install TEST, City owns STG and Prod with AUTONOMY support; 0 Migration from TAB Export Format, Data Mapping to AUTONOMY RM, Import Tool, Testing 0 Migration from FileNet Export Format, Data Mapping to AUTONOMY RM, Import Tool, Testing Integrations 0 Public Access Install Web Drawer, Setup Network Access 0 Scanning Replace Kofax Scanning with TeleForm; 0 Purchase Orders Bulk Load API or SDK to process PO data from City's Finance System 0 Agenda Bills and Minutes Integration with current system (Granicus or new system as purchased TBD). 0 Agenda Bills workflows Build Workflows 0 GIS integration 1 ntegration/Workflow 0 DocuSign eSignature Integration Knowledge transfer - Services - HPRM, Workflow Two weeks on-site support HPRM training classes Education - option 1, Phase 1 Phase II - 3 to 6 months (ROM) Implement Contract Management 0 HPRM Workflow 0 Public Access, if posted to the web site Workflows Implement RFP Management 0 HPRM Workflow 0 Public Access, if posted to the web site Workflows Knowledge transfer - Services (phase II) Phase ill - 3 to 6 months (ROM) Implement Contract Management - continued City owns build the workflow, AUTONOMY will provide support Agenda Management - Elections City owns build the workflow, AUTONOMY will provide support Records Management Automation City owns build the workflow, AUTONOMY will provide support Integration with Permit Product Integration Transition to Support, Project Closure Project Closure Project Milestones 39 «# MHaUfHtfr filiiiiifilnflfm DsUverabies Phase 1 1 Project Planning; Requirements, Design document Project Plan (including Technical Planning summary); Communication Plan; Requirements document (joint effort); Design document (including Hardware Specification, Workstation Requirements and Architecture/Context diagrams) $25,019.00 2 Configuration document; System Install / Configuration in Dev/Test HPRM installed and configured in Dev/Test; Configuration doc (including security setup, but no integration specs); Configuration Test Plan template; Identify a preliminary list of custom reports and specification for up to 10 custom reports $19,758.00 3 TAB Data Migration in Dev/Test TAB Data Mapping document; Data Migration Test Plan template; TAB Data Migration in Dev/T est complete $20,472.00 4 FileNet Data Migration in Dev/Test FileNet Data Mapping document; FileNet Data Migration in Dev/T est complete $61,643.00 5 Public Access Integration in Dev/Test Final Integration Requirements and Development estimate; Public Access Integration in Dev/Test complete $10,179.00 6 Integration with PO in Dev/Test Final Integration Requirements and Development estimate; Integration with PO in Dev/Test complete $10,464.00 7 Integration Agenda Bills and Minutes in Dev/Test Final Integration Requirements and Development estimate; Integration Agenda Bills and Minutes in Dev/Test complete $28,539.00 8 Integration with GIS in Dev/Test Final Integration Requirements and Development estimate; Integration with GIS in Dev/Test complete $19,102.00 9 HPRM + TAB in Stg HPRM installed and configured, TAB migration complete in Stg; Develop Custom reports (Change Management) $18,874.00 10 FileNet Data Migration in Stg FileNet Data Migration in Stg complete $42,409.00 11 Integration for Public Access, PO and Agenda Bill, and GIS in Stg Integration for Public Access, PO and Agenda Bill, and GIS in Stg complete $21,442.00 12 HPRM Production environment complete, Updated documentation delivered HPRM installed and configured in Production. Updated Design and Configuration documents delivered $25,172.00 13 FileNet and TAB data migration in Prod FileNet and TAB data migration in Prod complete $18,646.00 14 Integration for Public Access, PO and Agenda Bill, and GIS in Prod Integration for Public Access, PO and Agenda Bill, and GIS in Prod complete $20,510.00 15 Two weeks on-site support Two weeks on-site support $18,646.00 40 Phase 2 16 Contract Management and RFP Management workflows Contract Management and RFP Management workflow for Phase II complete $37,291.00 TeleFor m 21 Teleform in Dev/Test (up to 25 custom forms) Teleform infrastructure & remote capture design document; TeleForm installed and configured in Dev/Test $69,000.00 22 Teleform installed and configured in Stg Teleform installed and configured in Stg $30,720.00 23 Teleform installed and configured in Prod Teleform installed and configured in Prod $10,200.00 Educatio n 24 Education - Business User on-site Training Plan; On-site training complete; Custom training materials provided $ 44,370.00 Phase 3 17 Contract Mgmt., Agenda Mgmt. and Records Mgmt. workflows Contract Mgmt., Agenda Mgmt. and Records Mgmt. workflows complete $27,968.00 18 Integration with Permit system Integration Requirements; Permit system Integration installed and tested in 3 environments $27,968.00 19 Knowledge Transfer (for the project) Knowledge Transfer (for the project) delivered $14,916.00 20 Transition to Support, Project Closure Transition to Support, Project Closure complete $5,594.00 TOTAL $ 628,902.00 Customer shall pay all invoices within thirty (30) days from date of invoice. All fees are quoted in US Dollars. All applicable taxes shall be the responsibility of the Customer. Any Professional Services outside the scope of this SOW, if required, will be subject to the Change Order described in Exhibit H and will be charged at Autonomy's then-current Professional Services rates. Travel and living expenses are not included in the rates above and will be invoiced as incurred. Customer will be invoiced for actual expenses incurred which will be fair and responsible, and aligned with standard business practices. infotech@carslbadca.gov 41 Invoices will be sent via email. Customer must ensure that the Email Address above is current. For your order to be accepted, please select your payment commitment method by choosing one of the options below: [X] I am providing a fully funded purchase order to cover the fees in this SOW. Both parties agree, that if there is a conflict between the standard purchase order terms and the SOW, the SOW shall take precedence. 42 EXHIBIT D Education / Training 1. Autonomy Education Services Autonomy Education is an Autonomy Software training organization that strives at all times to deliver the best possible learning experience. With a global team of experienced trainers and subject matter experts, our business offers you well designed training courses across the entire range of Information Management solutions. Our goal is to educate, support and put you in control of your investment to ensure real worid success. 2. Training Delivery Options At Autonomy Education we want to make sure your training is delivered in the environment that is best suited to your organization's needs. 3. Our Instructors The learning experience we deliver is the most important aspect of our service. For this reason AUTONOMY provides the highest quality of trainers in the industry. Our instructors conduct themselves with absolute professionalism, deliver training with enthusiasm and are respectful to students and their needs at all times. At the end of each training course, feedback is highly valued from our students and we use this to continuously optimize and develop our training courses. It is through this process and our structured learning philosophy that our classes are greatly valued and appreciated by participants. 4. Training proposal Recommended Training Services: Based upon the information provided to Autonomy Education we recommend the following training services: 5. Fees and Payment - Milestone 24 on pg. 44 Please find below the training proposal: Option 1 for Phase III selected END USER TRAINING- CLASSROOM DISCOVERY 1 $ 1,530.00 $ 1,530.00 CURRICULUM DEVELOPMENT 4 $ 1,530.00 $ 6,120.00 CUSTOM END USER (2 class/day; 24 up to training day) CUSTOM 24 24/day $ 1,530.00 $ 36.720.00 PHASE TOTAL $ 44,370.00 43 Please Note: For onsite training, the host must provide adequate classroom facilities for the visiting trainer in order to conduct the training workshop. Autonomy training coordinators will work closely with the customer to ensure training facilities are prepared for the workshop. Autonomy holds a policy of a maximum group size of 12 students per class, this to ensure quality and personal attention per student. Autonomy will provide students with either hardcopy training manuals and/or eBooks during the training course. Dates for onsite training and planning of training will be done in close cooperation with the customer and Autonomy Education training manager/ coordinator. Purchase Orders can be emailed to autonomyeducation@Autonomy.com Autonomy Education Delivery Policies These policies govern the delivery of Learning Solutions by Autonomy, an AUTONOMY company. 1. DEFINITIONS a. "Customer" means either (i) end-user Autonomy or AUTONOMY customer who purchases the Learning Solutions from Autonomy or from an authorized Autonomy or AUTONOMY reseller, wholesaler, or distributor, or (ii) an Autonomy or AUTONOMY authorized reseller, wholesaler, or distributor who purchases Learning Solutions in order to provide such Learning Solutions to its end-user customer. b. "Student" means the end-user customer's employee, temporary personnel, flex-force and others employed or contracted by the end user customer who is authorized to consume the Learning Solution. c. "Autonomy Education Curriculum" means the overall content, including the instructional materials, student kit, and sequence of the Learning Solution; d. "AUTONOMY Service Brief or "Course Outlines" means an AUTONOMY standard specification document describing the details and features ofthe Learning Solutions offering to be provided. e. "Learning Solution" means Autonomy Education services, including Autonomy Education Curriculum, which are sold and delivered to Autonomy or AUTONOMY Customers. Learning Solutions may be in various formats including, but not limited to, scheduled seats in open enrollment courses (such as scheduled instructor-led training at an Autonomy or AUTONOMY facility or remotely assisted instructional learning) or dedicated training at an Autonomy or AUTONOMY, Customer or neutral site. All training falls into one of the following categories: Instructor-lecJ training (ILT), virtual instructor-led training (VILT). f. "Policies" means this section of the Datasheet entitled "Autonomy Education Delivery Policies" g. "Statement of Work" or "SOW" means a document signed by AUTONOMY and Customer that describes the specific Learning Solutions to be provided by Autonomy. SOWs are generally applicable to dedicated training specific to Customer's requirements. 2. LEARNING SOLUTION RESERVATION a. Reservation. For public enrollment in ILT or VILT Learning Solutions, Autonomy Education will provide Customer with a reservation notice as soon as possible after receipt of Customer order and Autonomy will provide Customer with a confirmation notice after receipt of a valid method of payment AND signed SOW, if applicable, subject to Section 4 ("Cancellation") b. Acceptance. Acceptance of Learning Solution will occur upon Autonomy Education's delivery of such Learning Solution as described in Exhibit F. 44 c. start Date. Unless otherwise specified or agreed in writing by Autonomy Education, delivery of all Learning Solutions shall commence on the date specified by Autonomy Education in the order confirmation or SOW. 3. CANCELLATION OF LEARNING SOLUTION a. Cancellation bv AUTONOMY. Autonomy Education will use reasonable efforts to give notice of cancellation of any Learning Solution, but all Learning Solutions are subject to schedule changes. Autonomy Education reserves the right to cancel a Learning Solution or exam for any reason, including failure to achieve a minimum required attendance for the Learning Solution. If possible. Customers will be notified of the cancellation at least five (5) Business Days prior to the Learning Solution start date. Customers enrolled in a Learning Solution cancelled by AUTONOMY will receive a credit or a full refund if requested. b. Cancellation bv Customer. To avoid a Cancellation Fee as defined herein, Customer shall notify Autonomy Education in writing of cancellation at least ten (10) Business Days prior to the Learning Solution start date. Cancellations or rescheduling with less than ten (10) Business Days notification, and no-shows, will incur 100% of the Learning Solution fee ("Cancellation Fee"). Customers who cancel with ten (10) or more Business Days in advance of the scheduled training will receive either a credit or full refund. Online Learning Solutions may not be cancelled once the Access Code has been delivered. c. Business Davs. For purposes of these Policies, "Business Days" mean standard local business days, excluding bank and local public holidays. 4. PRICE AND PAYMENTS a. Price Changes. Autonomy reserves the right to change the price of Learning Solutions at any time. Such change will apply to any future purchases of Leaming Solutions. b. Tax. Prices do not include sales, use, service, value added or like taxes or customs duties. Such taxes and duties, when applicable, will be added to Autonomy invoices. Further, if Learning Solution deliveries are requested outside of the original invoicing country, it may be necessary for Autonomy to issue an invoice from the delivery country location. c. Pavment Terms. All payments will be made within 30 calendar days of the date of invoice, unless otherwise specified on the invoice. These credit terms are subject to Autonomy credit approval. Autonomy may change credit terms upon reasonable notice at any time when, in Autonomy's opinion. Customer's financial condition, previous payment record, or the nature of Customer's relationship with AUTONOMY so warrants. d. Learning Solution Purchase. All Learning Solutions are purchased using Purchase orders. Bank Transfer or Credit Cards. In particular, invoicing for Learning Solutions ordered will be performed on receipt and confirmation of Customer's order. e. Travel & Expenses (T&E). For onsite training. Autonomy will submit copies of reasonable and customary travel and living expense receipts to client as they occur on a monthly basis and in line with the City's Travel Policy. 5. INTELLECTUAL PROPERTY a. Intellectual Propertv Rights. No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under these Policies. All copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the purchase of services shall belong to the party that owned such rights immediately prior to the purchase date ("Pre-Existing Intellectual Property"). b. Autonomv Education Curriculum. All curriculum provided for use throughout the Learning Solution duration are the copyrighted works of Autonomy or the original content provider. Unless othenwise set forth in the SOW, the curriculum is provided for the sole use of the person accessing the Leaming Solutions and may not be used by any other person and may not be reproduced, recorded, repurposed, distributed or modified without the written permission of Autonomy. c. EUT Source Files. Customers who purchase the Premium Edition Online Learning Solution will receive one copy of the EUT source files upon delivery of the Online Learning Solution. Autonomy authorizes Customer to customize the content of the EUT source files solely for the purpose of internal training of Students. 45 Modification or customization of the EUT source files for any other purpose is strictly prohibited. The original EUT source files are the Pre-Existing Intellectual Property of Autonomy. Any Pre Existing Intellectual Property of Customer that is added to the EUT Source Files pursuant to this Section 7 will remain the intellectual property of Customer. Othenvise, Autonomy will own all modifications, enhancements, or derivative works of the EUT source files, d Limited Infringement Defense. Autonomy will defend or settle any claim against Customer regarding the Learning Solutions, to the effect that Autonomy knowingly infringed a patent, utility model, industrial design, copyright, trade secret, mask work or trademark in the country where such Learning Solutions are delivered; provided however that Customer promptly notifies Autonomy in writing of the claim, and Customer cooperates with Autonomy in, and grants Autonomy sole control of, the defense or settlement. 6. ACCEPTANCE OF TRAINING SERVICES The acceptance criteria or procedures for Deliverables set forth in this Agreement and/or as particulariy described in any SOW will only apply to the services provided herein. It will not apply to any product Autonomy may supply or has supplied to Customer, regardless of whether such product can be used in connection with the Consulting Services or Deliverables. Any refund/return or penalty rights as set forth hereon apply only to the services provided. With the "Acceptance of Training Services" section duly signed and completed an email will be sent requesting billing details to be completed. Please note that all billing details must be provided in advance of commencement of training services. 46 EXHIBIT E Requirements Autonomy shall be subject to the requirements under the SOW in accordance to the responses provided within Section 5.4 of the RFP as it pertains to the Enterprise Content Management Requirements spreadsheet. 47 EXHIBIT F Acceptance Criteria The following standards will be utilized to govern the acceptance of Deliverables: • AUTONOMY and the City will agree on the scheduled completion dates identified in the SOW in accordance with the approved Project Plan. • Acceptance: Upon completion of a Deliverable, the Autonomy project manager, in writing, will notify the Customer Project Manager of such completion (the date of such notification the "Completion Date"). Customer may conduct a review, or test ("Acceptance Tests") over a period of fifteen (15) days thereafter, or unless City notifies Autonomy that additional time is necessary as such the Parties shall mutually agree in writing (the "Acceptance Tests") within which to perfonn Acceptance Testing, If the City does not provide any notification within the fifteen (15) day period, the Deliverable shall be deemed accepted. • Acceptance by Customer shall occur when the Deliverables, set forth in the applicable SOW comply with all of the Acceptance Criteria set forth herein. If Customer does not provide Autonomy with written notice ("Non-Acceptance Notice") within the Acceptance test period that Customer does not, in good faith, agree that the Deliverables meet the Acceptance Criteria, the Deliverables will be deemed accepted for the purposes of this SOW as of the last day of the applicable Acceptance Test Period. If Customer does provide Autonomy with a Non-Acceptance Notice, Customer shall describe the reasons for non-acceptance/rejection to Autonomy in sufficient detail. After receipt of such Non-Acceptance, If Autonomy reasonably confirms that a Deliverable does not meet applicable Acceptance Criteria as stated in the Non-Acceptance Notice, Autonomy shall have a period of fifteen (15) days unless Autonomy notifies Customer that additional time is necessary or such other period as the Parties shall agree in writing (the "Correction Period") within which to revise and resubmit the Deliverable(s) at issue for another ten (10) day period of Acceptance Testing unless Autonomy notifies Customer that additional time is necessary. If such Deliverable is properiy rejected by Customer within the Acceptance Period occurring after the Correction Period on account of a continued failure to meet applicable Acceptance Criteria, Customer shall have the right, in its sole discretion to either a), escalate the matter to the Autonomy senior management to resolve within ten (10) days of such escalation unless Autonomy notifies Customer that additional time is necessary or b). provide Autonomy with an additional Correction Period, as agreed to by the Parties in writing, to promptly correct the Deliverables and after such con-ection the Acceptance Test Period shall begin again. • If, in Autonomy's reasonable opinion. Autonomy is unable to remedy a non-conforming Deliverable or Configuration, Customer's sole and exclusive remedy shall be either to (i) accept the Deliverable or Configuration without warranty, on an "as is" basis, subject to a reasonable price adjustment; or (ii) return the affected Deliverable or Configuration to Autonomy and receive a refund of the amounts paid to Autonomy for such non-conforming Deliverable or Configuration. Notwithstanding any other term in this SOW or the Agreement, the acceptance procedures described above (and any associated warranty terms) do not apply to Products, even if they can be used in connection with the Services or Deliverables provided hereunder. "Products" as used above means hardware or software listed in Autonomy's standard price list at the time of Autonomy's acceptance of Customer's order, including Products that are modified, altered, or customized to meet Customer requirements. Autonomy shall not change a Deliverable that has been accepted by the City without written approval of the City. 48 Acceptance must be based on completed Deliverables. The Deliverables of each stage of a project provide the basic criteria by which to grant acceptance of a stage. a) The document Deliverables must be 100% complete prior to acceptance. b) The system Deliverables must be fully installed modules with no known defects. 1. The system adheres to the technical specifications and requirements 2. All interfaces are working as expected 3. There are no severity or priority one defects in the system c) The data migration deliverables must be converted data and correctly updated to the new system standards with validated reports ofthe migration. 1. The City has correctly identified the data needed for migration 2. Data hygiene has been confirmed 3. Data migration has been executed 4. Data validation reporting has occurred and there are no severity or priority one defects in the migrated data. Reports will consist of screen shots of data in the correct fields, as well as table volume data and any other validation documentation. d) The workflow Deliverables will be considered complete once the "To Be" process flows have been applied into the system and testing confirms the workflow to be functioning properiy. "As Built" workflow documentation will be provided to the city. 1. The City will provide as is workflows to AUTONOMY 2. AUTONOMY will train the City on wori<flows configuration in the system and apply industry standard improvements to the workflow 3. The City and AUTONOMY will create the wori<flows in the system 4. The City and AUTONOMY will test the workflows for correctness. 5. An approved workflow will have test results with no priority one defects As Deliverables are completed, AUTONOMY shall provide the City with a Sign-off Form (attached as Appendix 4). to formalize completion of the work. The Sign-off Form is subsequently signed by two of the three core project management team members, and faxed or emailed to AUTONOMY. Timely and honest acceptance is required to maintain project momentum. Failure to properiy establish acceptance criteria or failure to accept a properiy completed stage will cause delays in the project. Project Priority Defect Definitions: "Priority" is defined as the importance of the request. "Severity" is defined as the impact of the request. Together they create the urgency to respond and improve the defect. • High = identified as VIP user, Critical System, and/or the request impacts multiple users or systems are in a "down" situation in which normal business cannot be conducted. Respond within four hours and remediate ASAP - depends on the nature of the issue. For implementation purposes, the critical system functionality must perform as designed with no malfunctions. • Medium = identified as Safety user or Important system and/or the request affects 5 or less users and no critical systems, business can be conducted with a workaround in place. Respond within 48 hours and remediate ASAP - depends on the nature of the issue. For implementation purposes, the functionality must perform as designed without impeding the progress of the project and any variances can be remediated within 5 business days. • Low = identified as regular user or Non-Critical System and/or the request affects 1 to 5 users and only one Non-Critical System, business can be conducted at lower productivity levels. Respond and remediate within next release cycle. For implementation purposes, the functionality is nice to have and is not impeding the progress of the project and any variances can be remediated within a prioritized schedule. 49 Exhibit G Optical Scanning Process 1. EXECUTIVE SUMMARY 1.1 INTRODUCTION This document contains the approach for the definition, configuration, and deployment of the software and services for the optical scanning product for the City of Carisbad, CA. The City will oversee Autonomy, Inc. (AUTONOMY) implementation ofthe AUTONOMY products. 1.2 SCOPE OVERVIEW Establish optical scanning process and integration with the record management system. 2. Implementation The Software listed under Exhibit A and A-1 are planned for implementation 3. Proiect Description The following phases describe the implementation activities for the optical scanning process throughout the project. 4. Proiect Reguirements review/finalization Phase 4.1 Autonomy will: Review Customer's existing imaging system and forms 4.2 Customer will: Provide access to internal systems and existing IT environment in accordance with the City security and access policies attached herein as Appendix 1. 5. Design Phase 5.1 Autonomy will: Hold one or more design workshops with Customer to decide on following design elements: a. Teleform infrastructure & remote capture design including: b. Teleform forms design c. Teleform requirements documentation including Exhibit E: eforms requirements Customer will: a. Provide signoff on design before next phase of project activities as agreed to in Exhibit F. 5.3 Assumptions: 1. Scanned content is assumed to be stored in HPRM 2. Forms received are assumed to be both digital and scanned copies 3. Autonomy will assist with the design of up to 25 different forms 4. Existing hardware scanners will be used 6. Build Phase 6.1 Autonomy will: 50 1. Install and configure Teleform components in Dev/Test in accordance with the agreed-upon design decisions 2. Assist in the creation of 25 forms 6.2 Customer will: 1. Work collaboratively with Autonomy resources on installation and configuration tasks to help educate Customer resources. 2. Install and configure Teleform components in Staging environment with Autonomy support 6.3 Assumptions: 1. Customer will supply hardware that meets or exceeds the hardware specified during the design phase. 7. Knowledge Transfer 7.1 Autonomy will: 1. Hold knowledge sharing workshops with Customer throughout the scanning process implementation. 8. User Acceptance Testing phase 8.1 Autonomy will: 1. Hold one or more UAT support sessions while customer performs UAT test scenarios 2. Provide updates and support re-testing 8.2 Customer and Autonomy will: 1. Identify issues arising from testing 2. Classify and prioritize issues for resolution 3. Resolve identified issues 4. Refine system as necessary 9. Production Deplovment 9.1 Autonomy will: 1. Assist Customer with launch and support activities 2. Perform system refinement based on user feedback 3. Assist Customer with end-user testing and associated support activities 9.2 Customer and Autonomy will: 1. Test system functionality to ensure that system is function as per product documentation and as per agreed-upon design 10. Fees and Pavment - See Milestones 21 - 23 on pg. 40. 51 Date: Generated By: Authorized By: Change Overview: Exhibit H Change Order Form Narrative Description of Change: Impact of Change: Schedule Impact: Delay of milestone & deliverables on implementation project plan including: Task Proposed Date Changes Cost Impact: Change Detail Credit Debit Total Revision No.: No Changes may be made to this project without the agreement ofthe Project Manager(s) and must be approved bv the City. Submit endorsed Change Order to the City Project Manager Date Approved Comments Approved _By_ Signature 52 Exhibit I HP/Autonomy Holiday Schedule New Year's Day January 1 Martin Luther King, Jr. Day January 20 Memorial Day May 26 Independence Day Juiy 4 Labor Day September 1 Veterans' Day November 11 Thanksgiving Day November 27 Friday following Thanksgiving November 28 Christmas December 25 Company-designated Floating Holiday December 26 53 Appendix 1 Legal Definitions Archived User(s): the licensed users of the Software and defined as (i) individual users with an email address(es) to which unique content is associated, and/or (ii) other exchange server address(es) being archived, which are employed by or under Customer's control. Branch: means the project unit represented in certain Software to manage content for a certain group of Users. A Branch contains the content for a website or a collection of related content (such as the program files for a software application or the image and text files for a book). Component Software: Any Autonomy software product delivered by Autonomy that is not specified on an Order but that is embedded within Software identified on an Order or that Autonomy identifies as being delivered for use as a component of or in conjunction with Software identified on an Order. Concurrent Users: Users who access and use the Software at any one time. CPU: a single core from a single or multi-core central processing unit on a computer (i.e a four-core central processing unit would be four CPUs). Customer Access License or CAL: a license that permits users (other than Users) to access and use the Software through a custom application or third party application approved by Autonomy (for example, a Microsoft® Corporation Exchange Server email account or Lotus Notes Server email account that is registered on a Customer's Server). Customer Access Licenses may not be shared between multiple email accounts. Customer Data: means the data stored by or through Subscription Services by Customer at any time. Data Center Server(s): the licensed Customer data center server(s) for the backup and retrieval of Customer's data from Protected Servers. Developer: an individual employed and authorized by Customer to use and access the functionality of the Development Software for purposes of developing or administrating the Software, regardless of whether the individual is actually using or accessing the Software at any given time. Development Software: the software development toolkit and other portions of the Software which are used to incorporate the Run-Time Software into other products or software and/or to and enable the Run-Time Software to provide the applicable functionality. Documentation: Autonomy's standard written technical specifications made officially available by Autonomy to Customer together with the Software, Hosting Services or Subscription Services, as applicable. Documents: as a document section or page from a multi-paged or single paged document (e.g., a page in .pdf or .doc document) that is no more than 4096 characters in size. Instance: With respect to the IDOL Server software, IDOL is a bundle of separate modules (Content, Community, Category, Index Server, Dish) with each module containing certain functions. The functions switched on in any module are as licensed in an Order. By default, each "Instance" of IDOL Server contains 2 Content components ("Content Seats") and 1 of each other component (all together, an "Instance"). However, the number of these components in each Instance may change depending on Customer's need, but subject to limits and restrictions as more fully described in an Order (for example, limits on number of users, documents, data volume, etc.). Minimum Monthly Commitment: the minimum fee Customer agrees to pay in arrears, as applicable to the Software and/or Services for each monthly invoicing period. Non-Production Use: development, quality assurance, testing, and disaster recovery usage, including any access or use by Developers. On-Line Service: any dial-up, remote access, interactive, Internet-based or other on-line service or Worid Wide Web site supported by one or more servers. Production Use: live or fail-over usage for commercial, business or production purposes. Protected Devlce(s): Personal Computer(s) ("PC") and/or Apple Macintosh Computer(s) ("Mac") licensed to use the Software. Protected Server(s): Customer servers licensed to use the Software. 54 fh!? Knowledge: general knowledge, concepts, skills, techniques, experience, and know-how that IS contained in confidential information disclosed by the disclosing party and retained in the suS^'ZHr^jT TH""" '"'"^ performance ofthis Agreement'dSring\he tei?n soT^^^^^ such general knowledge, concepts, skills, techniques, experience, and know-how is not intentionally memorized by such Personnel for the purpose of using or disclosing such in vbla^n o ce'Lt^rh?"' ^•^^^K'^'I"^ the parties agree that Residual KnowledgrJoer cease to be so merely by virtue of being reduced to writing (excluding, specifically mere copies extrac s, or duplicates ofthe other party's confidential infomiation) by the personnel) ^ r!^fnm«r n!/fr'^^'^ ^""^"^^"^s Or other documents or infomiation relating to the Customer Data through use of the Subscription Services as permitted hereunder f^nSnty'^f^'o^^^^^^^ °' "^"""^ ^^^^"^^^ other llZZ^r ^.°;;"P"*'"9 t'"''^^ ^"^^""^ ^ ^^'^^^ ^ "^t^o-'k of interconnected computing devices m.?Nnir*^'r ^" f °' ^^^' '"tranet or internet environment and includmg virtual r=^i ^ T^^t ^^'"^ '^^y be installed or accessed All Severs shall be owned and/or leased and controlled by Customer ^servers Store: means as follows: (a) for Customers of MetaTagger, a single database file system or similar TIT^Z:'1'T:'''T "'"•? *° ''''' '"P"*metadata; or (bmCu tom^s '^^^^ '^f"?'^ °' "'^^ t° ^t°^^ manage content assets. Transaction, the full lifecycle of a trade by Customer or Customer's customers or Users in maricet secunties or over-the-counter derivatives managed by Customer's use ofthe Software User: an individual authorized by Customer to use or access the functionality of the Software Smi. "''"3 ^^^"^^'"9 applicable SofS^ararany 55 Appendix 2 Virtual Private Network Acceptable Use Agreement Purpose The purpose of this policy is to define standards for VPN remote access connectivity to the City of Carisbad's network. These standards are designed to minimize the potential exposure to City of Carisbad from daniages resulting from unauthorized or misuse of City of Carisbad's network resources Damages include, but are not limited to: the loss of sensitive or confidential data, damage to public imaqe and damage to critical City of Carisbad computing systems. Scope This policy applies to all City of Carisbad employees, contractors, vendors, third party and agents hereafter referred to as Remote User, who have been authorized to connect via a VPN remotely to the City of Carisbad This applies to any and all services, ports and protocols including but not limited to email, intranet internet browsing, file and application access, remote desktop connections, PC Anywhere connections server management and application management. The Remote User bears the responsibility liabiiity and consequences resulting from misuse of this access. The Remote User is responsible for selecting an Internet Service Provider (ISP), coordinating installation, installing any required software, and paying associated fees Not all desktop operating systems may be supported. Definitions Dual Homing: Having concun-ent connectivity to more than one network from a computer or network device. Examples include: Being logged into the corporate network via a local Ethernet connection and dialing into AOL or other Internet service provider (ISP), i.e. being connected remotely to the City of Carisbad network, and connecting to another network with a different network card (wireless dial-up evdo). ' Remote Access: Any access to City of Carisbad's corporate network through a non-City of Carisbad controlled networi<, device, or medium. nrSf^f User Any City of Carisbad employee, contractor, vendor or third party with remote access privileges to City of Carisbad's corporate networks. Split-tunnelinq: Simultaneous direct access to a non-City of Carisbad network (such as the Internet or a home network) from a remote device (PC, PDA, WAP phone, etc.) while connected into City of Carisbad's corporate network via a VPN tunnel. YEN: Virtual Private Network (VPN) is a secure data path traversing a non-secure medium, such as the internet Secjurity is achieved by tunneling the data through an encrypted communication link from source to destination. Logon and password authentication is implemented using various products and techniques The final result is a safe and secure method of utilizing remote access. Requirements and Responsibilities 1. ft is the responsibility of the Remote User to ensure that unauthorized users are not allowed access to City of Carlsbad internal networks through their VPN connection. 2. VPN remote access is to be controlled using either a one-time password authentication such as a token device, a public/private key system with a strong passphrase, or a secure password that changes frequently. 3. General access to the Internet for recreational use by immediate household members through the City of Carisbad Network using a Remote Access connection is not permitted. The Remote User is responsible for ensunng that family members do not access the Carisbad network while the secure connection is active members. 56 S*rm£at any t?me°*^ ^"""^^^ equipment for the purpose of split-tunneling or dual homing is not 5. ^^If^ri^ . w connected to City of Carisbad networks must have virus scanning software M?A11 'T P and operational at all times. (Preferred Anti-Virus products are - Symantec McAfee, Trend IVIicro and Computer Associates. If you have a Anti-Virus product not listed, your VPN access may be delayed while a validation method is developed) 6. All remotely connected computers must have the most current security and system patches installed. 7. Only VPN clients approved by Information Technology Department may be used. 8. The VPN connection is limited to an absolute connection time of twelve (12) hours. 9. VPN users will be automatically disconnected from City of Carisbad's network after thirty (30) minutes tln^Tl The user mustthen logon again to reconnect to the network. Artificial network processes are not to be used to keep the connection open. All activity will be monitored. r^v™.i^^K[®^''^°^«'^^ *° implement remote access methods other than those provided by the City must obtain written pnor approval from the Information Technology Department Director. Lhtr''?? technology to conduct City business may be subject to the same requirements as all Cifv of rllcfh^nl^n^^^ Resources. Users must understand that their machines are a dSoSnsbn o City of Carisbad s network, and may be subject to the provisions under the Public Records Act. Vendor/Contractor/Third Party Procedures Vendor/Contractor/Third Party Remote User may only use the Network Connection for business purposes as outlined by the VPN Access Request Form. 1. 2^ Citv of Carisbad Svstems and Applicatinns 2.1 Vendor/Contractor/Third Party Remote User may be supporting an Application or System owned, licensed or leased by the City of Carisbad. 2.2 2.3 Vendor/Contractor/Third Party Remote User may modify the configuration of the City of Carisbad Application or System only after notification and approval by authorized City of Carisbad Information Technology personnel. Vendor/Contractor/Third Party Remote User will not change or delete any passwords set on City of Carisbad Application or System without prior approval by authorized City of Carisbad Information Tecjhnology personnel. Promptly upon any such change, Vendor/Contractor/Third Party Remote User shall provide City of Carisbad with such changed password. 3. Network Securitv 2- ^ Vendor/Contractor/Third Party Remote User will be listed in the VPN Access Request i^'iSfr.rnUT^"^' ^uthorized Remote User leaves Vendor/Contractor/Third Party's employ or no onger requires access to the Remote Access Connection or City of Carisbad Application or System. 57 nhrnol ^^"^I ^^""^^^ "°t'fy C*ty °f Carisbad in writing promptly upon a change in the user base for the work performed over the Remote Access Connection or fOncSonal requirements of the Remote Access Connection are necessary. Tunciionai Enforcement ^S^i^JS!?^ScS!nS?il;a ''''' ''"-''^ ^''^'^ ~ Authority: The individuals executing this Agreement and the instruments referenced in it on behalf of EmployeeA/endor/Contractor/Third Party each represent and warrant that they have thJ leSal power right and actual authority to bind EmployeeA/endor/Contractor/Third Party to the te^mrandTond^^^^^^^ of th^ Agreement. By signing below, I understand that the City of Carisbad will not be respSe for any damages I may incur as a result of my use of the VPN. responsiDie tor Remote User Authorized Signature Remote User Authorized Signature Printed Name pF^ed Name" Email/Phone Number Email/Phone Number Date Date Remote User Authorized Signature Remote User Authorized Signature Printed Name PriPTted Name Email/Phone Number Email/Phone Number Date Date (Internal use only) Department Head r//7ter/7a/ use only) IT Authorized Signature Printed Name Pitted Nami ^ Date Date 58 Appendix 3 HP and Autonomy Support Services HP Autonomy Software Support provides comprehensive technical support and updates for HP Autonomy Software. Your IT staff can have fast, reliable access to well-trained experts who provide advice on HP Autonomy Software features, problem identification, diagnosis, and resolution. HP Autonomy Software Support was designed to increase uptime, reduce total cost of ownership (TCO), and drive efficient business outcomes. Empower your business with HP Autonomy Software Support • Problem resolution: Gain access to expert technical resources •Software updates: Get the latest updates, new features, and available solutions •Access: Take advantage of online, around-the-clock self-solve support •Stability: Increase system performance and reduce downtime •Reduced TCO: Enable quicker time to resolution and reduce resource consumption •Optimization: Fine-tune your IT environment with our technical expertise • Communication: Participate in discussion forums; search our extensive online knowledge base Feature highlights • Software updates -Download updates for select HP Autonomy Software products -Notification of new releases communicated on website -Request updates online •Around-the-clock self-solve support • Efficient and effective problem analysis -Problem isolation -Access to expert technical resources -Escalation management •Software feature and operational support • Choice of coverage windows and service levels (9x5 or 24x7) HP Autonomy Software Support online Self-service support at your fingers Available around the clock, it provides the interactive technical support tools needed to manace vour HP Autonomy Software, allowing your IT staff to quickly self-solve or log support caLrelectronicalfy ^ ^ The HP Autonomy Customer Support Center (customers.autonnmy rnm^ offers a vast arrav of HP SunrrtTpnf.k^^^'edge, bringing comprehensive support resources to your fingertTps. AdditionaHy Support Center provides online incident reporting to an unlimited number of users. It enables you to *and patc°he7''*^"''''^ ^^"^ ^O"" 1^"°^" Problems, technical documents, manuals, •Log, track, and update cases electronically • Electronically download the latest software patches for HP Autonomy Software products ~ ^ . 59 When to consider 24x7 • IT availability and needs change after business hours or on weekends • Greater uptime is needed • Global deployment is a goal •Medium to high complexity IT environment • 1-hour Response Time Objective for Severity 1 problems ?u&onTe 'ffi',l?»Te%Sffl^^ ^"'""-^ ™' Definitions Severity Ievel1--Critical: production system is down-The HP Autonomy product is unusable i^pSh," °^ °^ ^^'t'o^' '"^P^^t °" operations No workaround IS available. Newly received cases will be assessed through discussions with the customer to confirm that they fulfill the criteria, and may be downgraded in priority if th^do not if a'Sbfe"^' 2-Serfous.- mayor feature/function failure-Operations are severely restricted. A workaround iSLrenht;^^^^^^^^ ~ - ^ -^-t for documentation, general Table 1. Response Time Objectives Response Time Objectives Severity level 1 Severity level 2 Severity level 3 Severity level 4 9x5 local business hours and local business days 2 hours 6 hours 8 hours 1 business day 24x7, Monday-Sunday, 365 days per year 1 hour with prioritized support response 4 hours 6 hours 1 business day 60 Data sheet | HP Autonomy Software Support Table 2. HP Autonomy Software Support specifications and features Feature Delivery specifications Online support You have 24x7 access to the Support Center, updates and profile ZZTnT'- "^'^ ""T^' "^""^^ *° ^ "^"o^'^dS^ database, including inforSn regarding known symptoms and proposed solutions, specifications, and technical literature. • . Advanced self-solve After your original case-logging or knowledge-based query you can receive an intelligent response. Expanded search parameters enable flexible search methods You can search for specific products and versions. Your search attempts are added to your case history allowing engineers to detect the problems. nibxory. nrnntfJ!!.n^?^"'^f resourcos You Can access our technical resources for assistance in resolving software or operational problems via Support Center or telephone. ^v^nwdie Choice of coverage window You have the option to choose 9x5 or 24x7 coverage. Response is based on the location of your support contract. ' •24x7: Available 24 hours per day, Monday through Sunday, 365 days per year •9x5: Available between 8 a.m. and 5 p.m. local time on local business days excluding bank and local public holidays. Response Time Objectives for calls submitted outside the coverage window will apply to the next business day Support delivery languages Support is provided only in English. Escalation management HP Autonomy has established formal escalation procedures to facilitate the resolution of complex software problems. 'duiuaie me n^n^^^V^uo^f'^f*®^" "'^^"^ Axes, patches, and new Major and Minor Versions made Lppor! cor^racts ' °^ customers with active, curren' A. .fn^^r ^P"^*^^ t° Autonomy Software and reference manuals HP Autonomy shall make them available to you electronically. You may be able to select from a choice of iJIstruction?' ^''''^'^ ^""^ """^"^^ ^^^^ ^""^ '^^'^^ "^^"^^'^ ^'^^^^ly or through provided • The license terms for Updates shall be (a) as described in the HP Autonomy Software licensina terms corresponding to the customer's prerequisite underiying software license (b? any additional software licensing terms that may accompany Updates provided under this service; and (c) with respe? tNrCrtTsoftta'r: ruSr^"^^^ '" ^'^^ iicensiiJterlT^^i w.rc!in*f io^K ^1^?"'^'y 'DOL P'atform rather than an updated version of preceding IDOL S . n.?h • '^TT^H^" IDOL migration program, which offers customers on older versk)ns of IDOL a path to migrate to he new IDOL 10 platform. Customers will be entitled to receive updates and new versions of IDOL 10 after completing their migration. upaaies ano 61 Data sheet | HP Autonomy Software Support • Patches As new patches become available, HP Autonomy will post them to Support Center for easy access. For select non-branded Patches HP Autonomy Software products, HP Autonomy can provide instructions on how to obtain the patch through the original software manufacturer. • Named callers Limited number of named callers for support. All named callers must be trained on the applicable HP Autonomy product. • Software versioning A Major Version Update usually includes major enhancements or new functionality, which is denoted by a change to the left of the decimal point (for example, version 6 0 to 7.0). A Minor Version Update usually includes functional enhancements, denoted by a change to the nght of the first decimal point (for example, version 6.1 to 6.2). • Term licenses With the purchase of Software Support in combination with a term license HP Autonomy provides support only through Support Center. All cases are logged online. Non-Autonomy branded products HP Autonomy can support specified versions of non-branded HP Autonomy Software only as long as such software is supported by the vendor. Distribution of certain non- branded product updates, license agreements, and license keys may be made directly from the vendor to your organization. Concurrent support For any Update delivered under Support, HP Autonomy authorizes you for a period of SIX months from the delivery of said Update to use both the current Software Version ancJ the Update siniultaneously at no additional charge ("Update Concurrent Use Period"). With respect to an HP Autonomy authorized migration, HP Autonomy authorizes you to use both the current Software Version and the Migrated Software simultaneously ("Migrated Software Concurrent Use Period") for the period of time specified per the categones below at no additional charge. Migrated Software results from an HP Autonomy authorized migration from a current Software product to a different HP Autonomy Software product Notwithstanding the foregoing, neither the Update Concurrent Use Period nor the Migrated Software Concurrent Use Penod (collectively referred to as the "Concurrent Use Periods") may extend beyond End of Support for the current Software product. • During the Concurrent Use Periods, you are only authorized to use the Update or Migrated Software to manage the same environment that is currently managed using the current Software Version. At the end of the Update or Migrated Software Concurrent Use Period, your license for the current Software Version will terminate. • HP Autonomy will classify each Software migration into one of the following four categories: •Standard (6-month Concurrent Use Period) •Advanced (12-month Concurrent Use Period) •Complex (18-month Concurrent Use Period) •Exceptional (24-month Concurrent Use Period) End of support Autonomy will provide full support for all Major/Minor Versions of products Full support will be available for three (3) years from the general availability of a release ("Committed Support"). Autonomy will offer two (2) additional years of support for products that have reached end of their Committed Support life and for which a successor product or product version is commercially available under Support An additional charge will be levied for this service ("Extended Support"). •Extended Support is limited to: 62 Dafa sheet | HP Autonomy Software Support •Around the clock self-solve support •Access to technical support engineers •Access to existing patches and hot-fixes created while the product version was in Committed Support •No new enhancement requests, patches, fixes, document changes or platform certifications will be made for product versions in Extended Support. Discontinuation If Autonomy discontinues a product and no successor product is commercially available under Support Autonomy will provide full support for five (5) years from the product's last generally available release date if' {a)jou have paid all applicable Support fees to date, and (b) you continue to pay all applicable Support Imo^^'T M??'^'®" 'i'^"" °r?"PP°rt" policy applies to the latest generally available release as of June 1 2012 and all future releases, if any, for all Autonomy products. For all other releases of Autonomy products' the following support terms apply: ^ ^ v.uui^io. Autonomy provides support for the current and previous Minor Versions of the current Major Version Autonomy w I support the last Minor Version of a Major Version (for example, 6.2) for either (i) twenty-four (24) months from the date when a new \/ J Si'Jr'^" ^^^'•^''tTu' ^-^^ ^^'^^"'^^ ^^"^'•^"y ^^^"^^'^ (") ""t" the date when the next Major Version (for example, 8 0) becomes generally available, whichever occurs eariier. If Autonomy discontinues a product and does not make another Minor Version commercially available as an Update Autonomv will provide support for twenty-four (24) months from the date of the product discontinuance notice Autonomy IJI)7ceofferings no longer generally offered by Autonomy upon sixty (60) days' Return to support: ff you allow Support to lapse, you may re-enroll only upon completing all of the following: (a) Payment to HP Autonomy of the annual Support fee for the renewal term, (b) payment to HP Autonomy of 100 percent of all annual Support fees that would have been paid had you not terminated Support offerings or lapsed in any applicable Support fee, Snn!yJi"T* administrative fee of 15 percent of the total past Support fees to resume of n^w versioi?r^ changing certain of your hardware or software to meet eligibility requirements Software Support eligibility For ongoing Support eligibility, a customer must maintain the License Set at the same level of Software Support. "License Set" means all (a) licenses of HP Autonomy Software products with the same part number that are part of the Same implementation, and (b) technically dependent prerequisite HP Autonomy Software products that are part of the same Implementation, across all of the customer's support agreement identification (SAID) numbers. For avoidance of doubt, the following examples are provided: Assume: The customer has two License Sets for a given HP Autonomy Software product. 63 HP Autonomy Software License Set Number of licenses Level of Softwar e Support needed Example of acceptable scenario Example of unacceptable scenarios • License Set one for product A 100 24X7 Maintain a valid Software Support contract for all 100 licenses at 24x7 level Example no. 1 • 25 licenses at 24x7 Support • 75 licenses at 9x5 Support Example no. 2 • 25 licenses at 24x7 Support • 75 licenses with no valid Software Support contract • License Set two for product A 200 9X5 Maintain a valid Software Support contract for all 200 licenses at 9x5 level • 50 licenses at 9x5 Support • 150 licenses with no valid Software Support contract • A customer may not cancel Support for a portion of licenses within a License Set unless the customer at the time of Suppor^^ renewal, (i) terminates license rights of the unsupported licenses, or (ii) certifies that the unsupported licenses will not be used and will not receive any of the services provided through Support (the "Certification"). The Certification must be provided by an authorized reprLenta^ive o? the customer via a written letter sent to HP Autonomy according to the notice provisions in the custorner's governing Support contract with HP Autonomy. HP Autonomy reserves the right to audit the customer's compliance with the Certification at any time. If the customer chooses to resume Support for any oMhe unsupported licenses covered under the Certification, the Return to Support terms and conditions will ~ rlnewal ZTZ%S7a?: "'"^ " '''''' '"^^^^ ~ ' ^Slnotls than 60 ^^'yg^^'t'P'^-y^^'" "'"^^'^ that are annually billed, (a) you may cancel your contract ' SersafiJ'date°' *° "'"^ ^^^'^^"^ "^"t®- (b) cancellation will be effective from such 64 Data sheet | HP Autonomy Software Support HP Autonomy Software Support terms This support offering is governed by the HP Autonomy Customer Terms or another agreement referenced in the quotation for Support services (the "Terms"). All capitalized terms used in this data sheet, but not otherwise defined, will have the meaning assigned to them in the Terms. In the event of conflicts between this data sheet and the Terms, this data sheet shall take precedence. The Support offering set forth in this data sheet is available for the HP Autonomy product lines. Support delivery begins upon delivery of licenses. Upgrades Software upgrades are not a feature of Foundation support. For clarification purposes only, the HP Autonomy Software definitions of Upgrades are included below: •Upgrade—License Type Upgrade means upgrading from one type of license to another upon customer purchase. An example would be moving from a Site license to an Area license. • Upgrade—License Quantity Upgrade means upgrading to a higher count of license upon customer purchase. An example would be upgrading from 1000 nodes to 2500 nodes. The following additional terms are hereby incorporated into this data sheet: General Exclusions: HP Autonomy is not obligated to provide warranty services or support for any claims resulting from: -Improper site preparation, or site or environmental conditions that do not conform to HP Autonomy site specifications as set forth in the product release notes, design guides, technical articles, etc. Product documentation defines the supported platforms, configurations, integrations, and operating environments required for the product to function. -Customer's non-compliance with HP Autonomy specificafion, statements ofwork provided by Autonomy Professional Services organization as part of design and implementation services, or this data sheet -Improper or inadequate maintenance or calibrafion -Customer or third-party media, software, interfacing, supplies, orother products -Modifications not performed or authorized by HP Autonomy -Virus, infecfion worm, or similar malicious code not introduced by HP Autonomy -Abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by customer, or other causes beyond the control of HP Autonomy Local availability: The customer may order support from HP Autonomy current support offerings. Some offerings, features, and coverage (and related software) may vary according to HP Autonomy resources and products in your environment or may not be available in all countries or areas. In addifion, delivery of support outside ofthe applicable HP Autonomy coverage areas may be subject to travel charges, longer response times, reduced restoration or repair commitments, and reduced coverage hours. Relocation: Relocation of any software under support is the responsibility of the customer and is subject to local availability, and may result in changes to support fees. Reasonable advance nofice to HP Autonomy may be required to begin support after relocation. For software products, any relocation is also subject to the license terms for such software. The customer may be required to execute amended or new documents as a result of relocation. Service providers: HP Autonomy reserves the right and customer agrees to HP Autonomy's use of HP Autonomy authorized service providers to assist in the delivery of support. Modifications: The customer will allow HP Autonomy, at HP Autonomy's request and at no 65 Data sheet | HP Autonomy Software Support additional charge, to modify software to improve operation, supportability, and reliability or to meet legal requirements. Such modifications are hotfixes or patches (i.e.. Software Updates) required by the product and covered under the terms of this data sheet. Force majeure: Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control; however, this provision will not apply to customer's payment obligafions. Site and product access The customer shall provide HP Autonomy access to the software covered under support; and if applicable, adequate working space and facilities within a reasonable distance of the software; access to and use of information, customer resources, and facilities as reasonably determined necessary by HP Autonomy to service the software. Access to software may be through a secure remote access tool or onsite access. Failure to provide sufficient access to troubleshoot or service the software, may result in the inability for HP Autonomy to provide support or issue resolution. The customer is responsible for removing any software ineligible for support, as advised by HP Autonomy, to allow HP Autonomy to perform support. If support delivery is made more difficult due to lack of access or the presence of ineligible software, service may require the engagement of HP Autonomy Professional Services under a statement of work at HP Autonomy published service rates. Software support • Eligibility: A customer may purchase available software support for HP Autonomy-branded software only if the customer can provide evidence it has rightfully acquired an appropriate HP Autonomy license for such software. HP Autonomy will be under no obligation to provide support due to any alterations or modifications to the software not authorized by HP Autonomy or for software for which customer cannot provide a sufficient proof of a valid license. Documentation: If a customer purchases a software support offering that includes documentation updates along with the right to copy such updates, the customer may copy such updates only for software under such coverage. Copies must include appropriate HP Autonomy trademark and copyright notices. 66 Use of proprietary service tools for support HP Autonomy will require customer's use of certain hardware or software system and network diagnostic and maintenance programs ("Proprietary Service Tools"), as well as certain diagnostic tools that may be included as part of the customer's system, for delivery of support under certain coverage levels. Proprietary Service Tools may include other commercial HP Software diagnostic packages or custom debug tools specific to Autonomy products. Such Proprietary Service Tools are and remain the sole and exclusive property of HP Autonomy, and are provided "as is." Proprietary Service Tools may reside on the customer's systems or sites. The customer may only use the Proprietary Service Tools during the applicable support coverage period and only as allowed by HP Autonomy. The customer may not sell, transfer, assign, pledge, or in any way encumber or convey the Proprietary Service Tools. Upon termination of support, the customer will return the Proprietary Service Tools to HP Autonomy or allow HP Autonomy to remove these Proprietary Service Tools. A customer will also be required to: Allow HP Autonomy to keep the Proprietary Service Tools resident on the customer's systems or sites, and assist Install Proprietary Service Tools, including installation of any required updates and patches Use the electronic data transfer capability to inform HP Autonomy of events identified by the software If required, purchase HP Autonomy-specified remote connection hardware for systems with remote diagnosis service Provide remote connectivity through an approved communications line Customer responsibilities Data backup: To reconstruct lost or altered customer files, data, or programs, a customer must maintain a separate backup system or procedure that is not dependent on the software under support. Temporary workarounds: The customer will implement temporary procedures or workarounds provided by HP Autonomy while HP Autonomy works on permanent solufions. Hazardous environment: The customer will notify HP Autonomy if the customer uses software in an environment that poses a potential health or safety hazard to HP Autonomy employees or subcontractors. HP Autonomy may require the customer to maintain such software under HP Autonomy supervision and may postpone service unfil customer remedies such hazards. Authorized representative: The customer will have a representative present when HP Autonomy provides support at the customer's site. Software list: The customer will create and maintain a list of all software under support including: the locafion of the software and coverage levels. The customer shall keep the list updated during the applicable support period. Client: Dates: Appendix 4 Sign-Off Form Deliverables / Milestones Performed By Notes If Payment associated with this Work: Payment Invoice amount due as a result ofthe work accomplished and listed above. Amount Due: $ O.QQ • I am satisfied with the work performed for this deliverable and approve the payment listed above. • I am NOT satisfied with the work performed for this deliverable and DO NOT approve the payment listed above. (Please list specific reasons for non-acceptance on the following page). Print Name: Signature: Date: Print Name: Signature: Date: Reasons for Non Acceptance Use this sheet only if you do not approve of the work performed by the project consultant, and/or do not consent to the payment listed above. Be as specific as possible. Deliverable / Milestone Reason Expected Outcome <List Reasons Here> Print Name: Signature: Date: Print Name: Signature: Date: aa Appendix 5 City Travel Policy CITY OF CARLSBAD COUNCIL POLICY STATEMENT General Subject: TRAVEL POLICY Copies to: City Council, City Manager, City Attorney. Department and Division Heads. Employee Bulletin Boards, Press, File PURPOSE: To establish a policy to be followed by Council Members, other elected officials, commission/board members, and all City employees when traveling on City business. This policy supersedes all other travel policies. BACKGROUND: Occasionally, it is necessary for City personnel to attend meetings, travel outside the City to conduct City business, and attend conferences, seminars and training sessions. Various modes of transportafion are available and other associated costs vary considerably. The City Council has adopted a policy to control the costs involved, and to compensate individuals for actual necessary expenses related to travel and meetings. DEFINITIONS: Citv Business Travel shall be defined as travel which requires elected officials, members of a commission or board, or City employees to conduct specific items of City business away from their normal place ofbusiness. City Employee means any person regulariy employed by the City, excluding elected officials and members of commissions, committees, authorifies or boards. Commissioner shall mean any person appointed by the City Council to an established board, committee, authority or commission. Out-of-State Travel includes all costs related to business travel outside the State of California. In-State Travel includes all costs related to business travel within the State of California. Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences or training, such as travel to other City facilities. CITY OF CARLSBAD Policy No. 2 (Page 2 of 5) Date Issued 04-04-06 COUNCIL POLICY STATEMENT Effective Date 04-04-06 Cancellation Date General Subject: TRAVEL POLICY Supersedes No. 3 (Dated 12/14/99) CopioD to: City Council, Cit)^ Monagor, Cit)^ Attomoy, Dopartmont and Divioion Hoado, Employoo Bulletin Boards, Press, File POLICY IN GENERAL 1. Requests for travel shall, in all cases, be limited to situations from which the City will derive a benefit through the attendance of a representafive. 2. For City Council Members, all travel involving more than five (5) days should be approved in advance by the Council. Travel of five (5) days or less need not have prior approval if funds are available in the current budget. The Mayor is authorized to approve extended overnight travel for emergency cases. 3. Except for elected officials, commissioners and board members, and Council appointed employees the number of City employees attending any single conference should be limited to those whose attendance will provide a benefit to the City. Any number of elected officials, commissioners, or Council appointed employees may attend conferences provided that funds are available for such purposes. 4. The City Manager, or his/her designee, may approve any in-state travel, travel specifically approved in the operating budget, and any travel for educational purposes. The City Manager (or his/her designee) may also authorize out-of-state travel for unanticipated purposes if funds are available and the subject travel has a duration of two days or less (one night's stay). Unanficipated out-of-state travel for a duration exceeding two days must be authorized by the City Council. 5. Each officer, employee, advisory commissioner, and board member of the City is expected to be as thrifty and prudent as possible when traveling at the City's expense. To ensure that City officers, employees, commissioners and board members are able to travel when necessary to accomplish essential City business, travel funds must be expended in the most economical and efficient wav possible. 6. Receipts are required for all business travel expenses such as transportation lodging and incidental costs exceeding five ($5) dollars except for the City Council, where receipts are required for every item to be reimbursed. In order to comply with IRS and State Regulations, receipts are required for all meal and entertainment expenses for City Council Members. In addition, for all travel expenses for other City employees (including meals and entertainment), the following information must appear on the expense report and/or the receipts submitted: a. The amount of the expenditure. b. The date and place of the expenditure. c. The business purpose of the expenditure. d. The business relationship to the person entertained, as well as the individuals' names. CITY OF CARLSBAD COUNCIL POLICY STATEMENT General Subject: TRAVEL POLICY IN GENERAL (Continued^ The IRS also requires that if the expenditures are not substantiated with the above information thev may be considered "wages" subject to payroll tax withholding. The use of a City credit card for payment of business meals and entertainment does not preclude the requirement to complete and submit an expense report. ^ 7. Travel advances to City employees need to be substanfiated or reimbursed as soon as possible upon completion of trip (normally within 30 days). If the expense report is not filed timely any travel advances may be subtracted from the employee's payroll check. No further City funds will be advanced for travel until the employee files his/her outstanding expense report. 8. Administration of this policy will be as directed from time to time by the City Manager. TRANSPORTATION: 1. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the City after all expense items are tabulated, including travel time salary costs. 2. When the use of a private automobile to destinations within 200 miles of the City limits is approved mileage reimbursement shall be at the rate then currently prescribed by IRS regulations. Individuals with an auto allowance will not receive mileage reimbursements for trips within 200 miles of the City limits However, use of City-owned vehicles is allowed for travel within 200 miles of the City limits. If use of a private automobile to desfinations beyond 200 miles is approved bythe City Manager or his/her designee, including those individuals with an auto allowance, reimbursement shall not exceed the cost of a round trip coach or equivalent class air fare. Exceptions are subject to approval by the City Manager or his/her designee (such as in cases where required items to be transported are not allowed on any mode of public transportation). Such reimbursement shall be computed based on the mileage from the normal work location to the final destination. ^ For the purpose of determining personal vehicle mileage reimbursement, the designated normal work location for each City employee is the place where that employee spends the largest portion of his/her regular workday or working time, or the place to which he/she returns upon completion of regular or special assignments. The cost of the daily commute to the office is the employee's responsibility. ' 3. When the use of public air carrier is approved, the City shall pay the lowest available fare at the time the reservation is booked. Upgrades to a higher class of air service will be at the employee's expense. 72 5. TRANSPORTATION (Confinued): 4. Authorized travel time shall be based on that required by the most appropriate and Crty work hoS? °^ "^""^''^ transportation. The additional travel time will not be considered While traveling, employees are encouraged to use public transportafion whenever ^^^^t u ?!- ®^3f"P'e' courtesy shuttle service, buses, taxis, or limousine service should be utilized between airports and meeting locafions when such services are reasonably available. Rental vehicles should be used when other transportation is unavailable, untimely, or a rental vehicle is the most economical mode of transportation. Reimbursement for travel time will be made in accordance with FLSA guidelines. 6. LODGING: 1. Lodging shall be obtained at the most economical rate available for good quality lodqinq When there is an officially designated conference hotel, the traveler is encouraged to take advantage of these accommodations. Lodging expenses for spouses are not reimbursable, and any additional expenses must be paid by the elected official commissioner or employee ^""^"'t, may 2. Business related telephone charges which are added to the lodging bill be reimbursed. ^ ^ ^STnn'n^'^^'^^ °^ personal calls will be allowed in an amount not to exceed the higher of$10.00 per day or ten minutes of phone fime. Reimbursement of personal calls in excess of this limit may be authorized by the City Manager or his/her designee under special circumstances. MEALS AND INCIDENTAL EXPENSES: 1. Notwithstanding other limits stated elsewhere, the City Council will be reimbursed the actual costs of meals, plus tips and incidental expenses that are substanfiated with a physical receipt while on official City business. 2. Each commissioner or employee authorized to travel may submit the actual cost of meals tips and incidental expenses for reimbursement up to a limit of $50 per day If it is anticipated that this limit will be exceeded, then prior approval by the City Manager or pvn^nHif?f'^"^^'^ [t'^T'^i '^^"^9®'' "^^y 3PP^°^e such addifional expenditures, within the limits of his/her expenditure authority, as necessary. 3. The City will not reimburse the cost of alcoholic beverages. 4. Reasonable amounts for tipping will be reimbursed, however, reimbursement for tips will not be made in excess of 20%. ^ -?3- Agreement Number(s) where required: HP: City: EXHIBIT 3 Effective Date (if applicable) Term Lengtli (if applicable) CONTRACTOR/CITY TERMS - PORTFOLIO 1. Parties. These terms represent the agreement ("Agreement") that governs the purchase of products and services from the Hewlett-Packard Company entity identified in the signature section below ("CONTRACTOR") by the City of Carlsbad identified below ("City"). 2. Orders. "Order" means the accepted order including any supporting material which the parties identify as incorporated either by attachment or reference ("Supporting IVlaterial"). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of worl< (SOWs), published warranties and service level agreements, and may be available to City in hard copy or by accessing a designated CONTRACTOR website. 3. Scope and Order Placement. These terms may be used by City either for a single Order or as a framework for multiple Orders. In addition, these terms may be used on a global basis by the parties' "Affiliates", meaning any entity controlled by, controlling, or under common control with a party. The parties can confirm their agreement to these terms either by signature where indicated at the end or by referencing these terms on Orders. Affiliates participate under these terms by placing orders which specify product or service delivery in the same country as the CONTRACTOR Affiliate accepting the Order, referencing these terms, and specifying any additional terms or amendments to reflect local law or business practices. 4. Order Arrangements. City may place orders with CONTRACTOR through our website. City-specific portal, or by letter, fax or e-mail. Where appropriate, orders must specify a delivery date. If City extends the delivery date of an existing Order beyond ninety (90) days, then it will be considered a new order. City may cancel a hardware Order at no charge up to five (5) business days prior to shipment date. 5. Prices and Taxes. Prices will be as quoted in writing by CONTRACTOR or, in the absence of a written quote, as set out on our website. City-specific portal, or CONTRACTOR published list price at the time an order is submitted to CONTRACTOR . Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted. If a withholding tax is required by law, please contact the CONTRACTOR order representative to discuss appropriate procedures. CONTRACTOR will charge separately for reasonable out-of- pocket expenses, such as travel expenses incurred in providing professional services. The total fee payable for the Services to be performed during the initial Agreement term will be Nine Hundred Forty Five Thousand Eight Hundred Thirty Six Dollars and Twenty-Eight Cents ($USD945,836.28). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 6. Invoices and Payment. City agrees to pay all invoiced amounts within thirty (30) days of CONTRACTOR's invoice date. CONTRACTOR may suspend or cancel performance of open Orders or services if City fails to make payments when due. 7. Title. Risk of loss or damage and title for hardware products will pass upon delivery to City or its designee. Where permitted by law, CONTRACTOR retains a security interest in products sold until full payment is received. 8. Delivery. CONTRACTOR will use all commercially reasonable efforts to deliver products in a timely manner. CONTRACTOR may elect to deliver software and related product/license information by electronic transmission or via download. Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) 9. Installation. If CONTRACTOR is providing installation with the product purchase, CONTRACTOR's site guidelines (available upon request) will describe City requirements. CONTRACTOR will conduct its standard installation and test procedures to confirm completion. 10. Support Services. CONTRACTOR's support services will be described in the applicable Supporting IVlaterial, which will cover the description of CONTRACTOR's offering, eligibility requirements, service limitations and City responsibilities, as well as the City systems supported. 11. Eligibility. CONTRACTOR's service, support and warranty commitments do not cover claims resulting from: 1. improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material; 2. Modifications or improper system maintenance or calibration not performed by CONTRACTOR or authorized by CONTRACTOR; 3. failure or functional limitations of any non-CONTRACTOR software or product impacting systems receiving CONTRACTOR support or service; 4. malware (e.g. virus, worm, etc.) not introduced by CONTI^CTOR ; or 5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by City, or other causes beyond CONTRACTOR's control. 12. Professional Services. CONTRACTOR will deliver any ordered IT consulting, training or other services as described in described in the applicable Supporting Material. 13. Professional Services Acceptance. The acceptance process (if any) will be described in the applicable Supporting Material, will apply only to the deliverables specified, and shall not apply to other products or services to be provided by CONTRACTOR . 14. Dependencies. CONTRACTOR's ability to deliver services will depend on City's reasonable and timely cooperation and the accuracy and completeness ofany information from City needed to deliver the services. 15. Change Orders. We each agree to appoint a project representative to serve as the principal point of contact in managing the delivery of services and in dealing with issues that may arise. Requests to change the scope of services or deliverables will require a change order signed by both parties. 16. Product Performance. All CONTRACTOR -branded hardware products are covered by CONTRACTOR's limited warranty statements that are provided with the products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of CONTRACTOR installation, or (where City delays CONTRACTOR installation) at the latest 30 days from the date of delivery. Non- CONTRACTOR branded products receive warranty coverage as provided by the relevant third party supplier. 17. Software Performance. CONTRACTOR warrants that its branded software products will conform materially to their specifications and be free of malware at the time of delivery. CONTRACTOR warranties for software products will begin on the date of delivery and unless otherwise specified in Supporting CTPFOl-WW 02Aprl2 Page 2 of 7 Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) Material, will last for ninety (90) days. CONTRACTOR does not warrant that the operation of software products wili be uninterrupted or error-free or that software products will operate in hardware and software combinations other than as authorized by CONTRACTOR in Supporting Material. 18. Services Performance. Services are performed using generally recognized commercial practices and standards. City agrees to provide prompt notice ofany such service concerns and CONTRACTOR will re- perform any service that fails to meet this standard. 19. Services with Deliverables. If Supporting Material for services define specific deliverables, CONTRACTOR warrants those deliverables will conform materially to their written specifications for 30 days following delivery. If City notifies CONTRACTOR of such a non-conformity during the 30 day period, CONTRACTOR will promptly remedy the impacted deliverables or refund to City the fees paid for those deliverables and City will return those deliverables to CONTRACTOR . 20. Product Warranty Claims. When we receive a valid warranty claim for an CONTRACTOR hardware or software product, CONTRACTOR will either repair the relevant defect or replace the product. If CONTRACTOR is unable to complete the repair or replace the product within a reasonable time. City will be entitled to a full refund upon the prompt return ofthe product to CONTRACTOR (if hardware) or upon written confirmation by City that the relevant software product has been destroyed or permanently disabled. CONTRACTOR will pay for shipment of repaired or replaced products to City and City will be responsible for return shipment of the product to CONTRACTOR . 21. Remedies. This Agreement states all remedies for warranty claims. To the extent permitted by law, CONTRACTOR disclaims all Other warranties. CONTRACTOR agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of CONTRACTOR , any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 22. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this Agreement. City grants CONTRACTOR a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for CONTRACTOR and its designees to perform the ordered services. If deliverables are created by CONTRACTOR specifically for City and identified as such in Supporting Material, CONTRACTOR hereby grants City a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies ofthe deliverables internally. 23. Intellectual Property Rights Infringement. CONTRACTOR will defend and/or settle any claims against City that allege that an CONTRACTOR -branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. CONTRACTOR will rely on City's prompt notification ofthe claim and cooperation with our defense. CONTRACTOR may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to City the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance ofany pre-paid amount or, for CTPFOl-WW 02Aprl2 Page 3 of 7 6 \ m Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) professional services, the amount paid. CONTRACTOR is not responsible for claims resulting from any unauthorized use ofthe products or services. This section shall also apply to deliverables identified as such in the relevant Support Material except that CONTRACTOR is not responsible for claims resulting from deliverables content or design provided by City. 24. License Grant. CONTRACTOR grants City a non-exclusive license to use the version or release of the CONTRACTOR -branded software listed in the Order. Permitted use is for internal purposes only (and not for further commercialization), and is subject to any specific software licensing information that is in the software product or its Supporting Material. For non-CONTRACTOR branded software, the third party's license terms will govern its use. 25. Updates. City may order new software versions, releases or maintenance updates ("Updates"), if available, separately or through an CONTRACTOR software support agreement. Additional licenses or fees may apply for these Updates or for the use of the software in an upgraded environment. Updates are subject to the license terms in effect at the time that CONTRACTOR makes them available to City. 26. License Restrictions. CONTRACTOR may monitor use/license restrictions remotely and, if CONTRACTOR makes a license management program available. City agrees to install and use it within a reasonable period of time. City may make a copy or adaptation of a licensed software product only for archival purposes or when it is an essential step in the authorized use of the software. City may use this archival copy without paying an additional license only when the primary system is inoperable. City may not copy licensed software onto or otherwise use or make it available on any public external distributed network. Licenses that allow use over City's intranet require restricted access by authorized users only. City will also not modify, reverse engineer, disassemble decrypt, decompile or make derivative works of any software licensed to City under this Agreement unless permitted by statute, in which case City will provide CONTRACTOR with reasonably detailed information about those activities. 27. License Term and Termination. Unless otherwise specified, any license granted is perpetual, provided however that if City fails to comply with the terms ofthis Agreement, CONTRACTOR may terminate the license upon written notice. Immediately upon termination, or in the case of a limited-term license, upon expiration. City will either destroy all copies ofthe software or return them to CONTRACTOR, except that City may retain one copy for archival purposes only. 27.1 The term of this Agreement will be effective for a period of 24 months from the date first above written. The City Manager may amend the Agreement to extend it for one additional one (1) year periods or parts thereof in an amount not to exceed Ninety-thousand dollars ($ 90,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 28. License Transfer. City may not sublicense, assign, transfer, rent or lease the software or software license except as permitted by CONTRACTOR . CONTRACTOR -branded software licenses are generally transferable subject to CONTRACTOR's prior written authorization and payment to CONTRACTOR of any applicable fees. Upon such transfer. City's rights shall terminate and City shall transfer all copies ofthe CTPFOl-WW 02Aprl2 Page 4 of 7 Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) software to the transferee. Transferee must agree in writing to be bound by the applicable software license terms. City may transfer firmware only upon transfer of associated hardware. 29. License Compliance. CONTRACTOR may audit City compliance with the software license terms. Upon reasonable notice, CONTRACTOR may conduct an audit during normal business hours (with the auditor's costs being at CONTRACTOR's expense). If an audit reveals underpayments then City will pay to CONTRACTOR such underpayments. If underpayments discovered exceed five (5) percent of the contract price. City will reimburse CONTRACTOR for the auditor costs. 30. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or ifthe circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a governmental agency. 31. Personai Information. Each party shall comply with their respective obligations under applicable data protection legislation. CONTRACTOR does not intend to have access to personally identifiable information ("PII") of City in providing services. To the extent CONTRACTOR has access to City PII stored on a system or device of City, such access will likely be incidental and City will remain the data controller of City PU at all times. CONTRACTOR will use any PII to which it has access strictly for purposes of delivering the services ordered. 32. US Federal Government Use. If software is licensed to City for use in the performance of a US Government prime contract or subcontract. City agrees that consistent with FAR 12.211 and 12.212, commercial computer software, documentation and technical data for commercial items are licensed under CONTRACTOR's standard commercial license. 33. Global Trade compliance. Products and services provided under these terms are for City's internal use and not for further commercialization. If City exports, imports or otherwise transfers products and/or deliverables provided under these terms. City will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. CONTRACTOR may suspend its performance under this Agreement to the extent required by laws applicable to either party. 34. Limitation of Liability. CONTRACTOR's liability to City under this Agreement is limited to the greater of $1,000,000 or the amount payable by City to CONTRACTOR for the relevant Order. Neither City nor CONTRACTOR will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; wilful repudiation ofthe Agreement; nor any liability which may not be excluded or limited by applicable law. CTPFOl-WW 02Aprl2 ''^^e 5 of 7 •7s ^ Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) 35. Disputes. If City is dissatisfied with any products or services purchased under these terms and disagrees with CONTRACTOR's proposed resolution, we both agree to promptly escalate the issue to a Vice President (or equivalent executive) in our respective organizations for an amicable resolution without prejudice to the right to later seek a legal remedy. 36. Force IVIajeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations. 37. Termination. Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration ofthe Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. 38. General. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. The Agreement will be governed by the laws of the country of CONTRACTOR or the CONTRACTOR Affiliate accepting the Order and the courts of that locale will have Jurisdiction, however, CONTRACTOR or its Affiliate may, bring suit for payment in the country where the City Affiliate that placed the Order is located. City and CONTRACTOR agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Claims arising or raised in the United States will be governed by the laws of the state of California, excluding rules as to choice and conflict of law. {Signatures follow on next page} CTPFOl-WW 02Aprl2 Page 6 of 7 o Agreement Number(s) where required: HP: Customer: Effective Date (if applicable): Term Length (if applicable) m AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: 1(1 cA 1 (sign here) (print name/tifie) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: By: (sign here) BARBARA ENGLESO^^ City Clerk A (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. ^^/V^Rr^ity Attorney BY: wfotant City-Att^ney Autonomy j HP Software Reviewed and Approved as to Form and Content - HP Software Legal Department Paul Leili/Contracts Negotiator Date : September 30, 2014 CTPFOl-WW 02Aprl2 Page 7 of 7 Subscribed and sworn to before me by Elizabeth Leach. Contract Administrator, of Hewlett-Packard Company this day of Aep^Crvhcr . 20 i ^1 . Notary Public PAULA BRUNER NOTARY PUBLIC-STATE OF ARKANSAS FAULKNER COUNTY My Commission Expires 02-20-2017 Commission #12359363 [Seal of Notary] My Commission Expires: Rb- Z^j Hewlett-Packard Company 3000 Hanover St Palo Alto, CA 94304 hp.com SIGNATURE AUTHORIZATION FOR BIDS, QUOTES, CONTRACTS. BID BONDS. AWD PERFORMANCE BONDS I certify that Elizabeth Leach is authorized to sign Wds, quotes, contracts, bid bonds and perforniance bonds with govemment agencies, and ottier customers on b^alf of Hewlett-Packard Company, in an amount of $5,000,000 and affirm that his/her signature shall be bindmg on Hewtett-PackajjEhsCompany. This authorization sh^l expire on Febmary 28,2015 A Dated; StuarTMcLean, Manager - Americas Contract Operations. "RESOLVED: That Dennis Pryor and Shiart McLean, each one separately, is hereby empowered on behalf of Hewlett-Packard Company to sign bids, quotations, leases and contracts with customers and govemment agencies, up to an amount of $50,000,000.00, including sudh bids and perfonnance bonds as may be required In connection with such bids and contracts, and is further empowered to authorize emptoyees of the Company to sign such bids, quotations, leases, contracts and bkl and performance bonds." I, Rishi Varma, do hereby certify that I am the duly appointed Senior Vice President, Deputy General Counsel and Assistant Secretary of Hewlett-Packard company, a Delaware corporation; thatthe foregoing is a full, true and conect copy of the resolution adopted by the Boani of Directors of said corporation on November 20,2013; and that the resolution has not been annulled, rescinded, or revoked and remains in full force and effect. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Company. Dated: Rlsiii Varma (SEAL)