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HomeMy WebLinkAbout2001-461ORDINANCE NO M -16 / AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED PRO- FESSIONAL SERVICES AGREEMENT FOR SOFTWARE POST -IMPLEMENTATION SUPPORT, BETWEEN THE CITY OF DENTON, TEXAS AND ACCESS TECHNOLOGIES, INC, TO BE PAID FROM PREVIOUSLY BUDGETED FUNDS IN AN AMOUNT NOT TO EXCEED TWO HUNDRED FIFTY-SIX THOUSAND SIX HUNDRED AND FIFTY DOL- LARS ($256,650 00), AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the attached agreement calls for the professional services of a certified pub- lic accounting firm to perform software post -implementation support and services, and WHEREAS, based upon an investigation and report performed by the City Staff, it ap- pears to that the price structure for these professional services fees is fair and reasonable, that it is consistent with, and not higher than, the recommended practices and fees published by the ap- plicable professional association, and WHEREAS, based upon that same Staff report, it appears that, among professional ser- vices firms providing such services, the professional services firm is the best qualified, based upon their demonstrated competence and qualifications, WHEREAS, as a result of the fact that Access Technologies, Inc previously provided services in implementing this software, the same said company is uniquely qualified to provide post -implementation support, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby authorizes the City Manager to execute the attached professional services agreement between the City of Denton and Access Technologies, Inc, for software implementation and support, substantially in the form of the attached docu- ments, and further authorizes the expenditure of previously budgeted funds in an amount not to exceed two hundred fifty-six thousand six hundred and fifty dollars ($256,650 00) for that pur- pose SECTION II That this ordinance shall become effective immediately upon its passage and approval / PASSED AND APPROVED this the day of 4&&A6 2001 Ck EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APP(kbVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY B C \My Doaimenu\OM&RwoIXADTHRMATI poet implementnnoo approval or�ppe Page 2 STATE OF TEXAS § COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION This Professional Services Agreement ("Agreement") is made and entered into as of December 1, 2001 ("Effective Date") by and between City of Denton, TX ("Client"), a Texas Municipal corporation, with its principal place of business located at 601 E Hickory, Suite A, Denton, TX 76205 and Access Technologies, Inc ("Consultant"), a California corporation employing certified public accountants and computer professionals, with its principal place of business located at 11608 McDougall, Tustin, California 92782 WHEREAS, Client is a municipal corporation that wants to implement the JDEdwards software suite described in Exhibit B, by utilizing historical and future data in order to successfully achieve the criteria set forth in Exhibit C, in a fashion that maximizes efficiency and ease -of -use to the end user, and, WHEREAS, Consultant provides the professional judgment and expertise of accountants and computer professionals to provide advice and assistance with respect to the post implementation support of the JDEdwards suite of computer software and computer systems described in Exhibit B WHEREAS, Client desires to engage the services of Consultant and Consultant agrees to accept such engagement all on the terms and conditions set forth below Terms and Conditions NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, Client and Consultant agree as follows 1 Engagement Client hereby engages the services of Consultant, and Consultant agrees to provide to Client those professional services ("Professional Services") as described in paragraph 4 and more specifically as defined in any Professional Service Agreement Addendum(s) ("Addendums") that may hereinafter entered into in writing by and between the parties and incorporated herein by reference Client acknowledges and agrees that Consultant may engage the services of subcontractors, consultants, entities and other agents ("Consultant Personnel") to perform the Professional Services hereunder, under Consultant's supervision 2 Term and Termination 2 1 Term The initial term of this Agreement shall be for a period of twelve (12) months, commencing on the Effective Date ("Term") The Term shall automatically be Professional Services Agreement - City of Denton, TX page 2 of 11 renewed for successive twelve (12) month periods, unless terminated in accordance with Section 2 2 below Time is of the essence in this Agreement Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established and agreed upon in writing by Consultant and Client, acting through its City Manager or his designate 2 2 Termination a) This Agreement may be terminated at any time by either party upon a material breach by the other party of any of its obligations under this Agreement, and which breach continues for a period of thirty (30) days following receipt of written notice of breach If the breach is cured within thirty (30) days following receipt of notice of the breach, this Agreement shall continue in full force and effect b) This, Agreement may be terminated at any time without cause by either party upon thirty (30) days' written notice to the other party In the event either party terminates this Agreement with or without cause, Consultant shall immediately cease all services and shall render a final bill for services to Client within thirty (30) days after the date of termination Client shall pay Consultant for all services rendered and satisfactorily performed, as reasonably determined by Client, and for reimbursable expenses to termination incurred prior to the date of termination, whether or not they have been reported, pursuant to Section 3 5 below Should Client subsequently contract with a new contractor for the continuation of services on the Protect, Consultant shall cooperate in providing information Consultant shall turn over all documents prepared or furnished by Consultant pursuant to this Agreement to Client on or before the date of termination, but may maintain copies of such documents for its use The termination of a Professional Service Agreement Addendum in no event terminates this Agreement 3 Consulting Fees 31 Rate of Compensation During the Term, Client shall pay Consultant for work performed according to the staffing and rates specified in the Addendums for the specific Professional Services rendered 32 Compensation for Travel Expenses reasonably minimize travel related expenses, following items While Consultant will use its best efforts to Client agrees to reimburse Consultant for the • Airfare, lodging, breakfast, lunch and dinner, rental cars, and reasonable phone charges while Consultant Personnel are away from home Airfare reimbursement shall not exceed to the cost of round-trip coach class airfare from Orange County, California to D/FW Airport or Dallas Love Field Meal reimbursement shall not exceed $30 per day per person, with receipts Hotel reimbursement shall not exceed $110 per night, plus applicable taxes Rental vehicle reimbursement shall not exceed $39 00 per day, plus gasoline • Mileage, at 34 5 cents per mile, driven by Consultant Personnel in their own cars to and from the lob site, or airport Professional Services Agreement - City of Denton, TX page 3 of 11 33 Compensation for Remote Access Connect Time In an effort to avoid the cost of travel, Consultant will endeavor to utilize its technical Consultant Personnel in its facilities In order to work efficiently, Consultant Personnel may have to electronically access Client's computer system from Consultant's facilities The actual charges for this connect time will be payable by Client pursuant to Section 3 6 below 34 Time Accounting Reports Consultant Personnel shall prepare and present detailed Activity Summaries and summarized time accounting reports to Client on a weekly basis ("Period") for all Professional Services performed during the preceding Period If Client disagrees with any amounts or figures on the time accounting reports, Client shall promptly notify Consultant in writing setting forth the disputed amounts and figures and the reason therefor Upon receipt, Consultant has ten (10) working days to provide a written response to Client Justifying and/or otherwise explaining the amounts and/or figures Any disputed amounts and/or figures shall not relieve Client of its obligation to pay Consultant for all other amounts owing under the Agreement and/or Addendum 35 Invoicing for Services Consultant shall prepare and present invoices to Client on a weekly basis for all Professional Services work performed during the Period Client agrees to pay invoices submitted by Consultant within thirty (30) calendar days of receipt Unpaid invoices will incur a finance charge on one -and -one-half percent (1-1/2%) per month Partial payments to Consultant will be made on the basis of detailed monthly statements rendered to and approved by Client through its City Manager or his designate, however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered Client may withhold the final five percent (5%) of the contract amount until the Project has been completed at which time two and one-half (2 1/2%) percent of the retainage shall be released to Consultant The remaining two and one-half percent (2 1/2%) shall be released to Consultant upon the City Manager or his designee accepting the Protect 36 Work Hours Consultant Personnel shall work within whatever reasonable schedule is required to provide the Professional Services and complete the work related to this Agreement and any Addendums However, if Client requires work to begin at the job site before 7 00 a m or to continue at the job site after 6 00 p m , or if Client requires more than 50 hours be spent by any Consultant Personnel in any one -week period, Client must present Consultant with written notice of any such requirement prior to that requirement being enforced as a condition of satisfactory performance Any required work hours shall include such hours Consultant completes from a remote site pursuant to Section 3 3 37 Nothing contained in this Article shall require Client to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement, provided, however, Client shall pay for all such work that is cured to the reasonable satisfaction of the City Manager or his designee or which is subsequently submitted pursuant to the terms of this Agreement If Consultant is in material default of this Agreement, Client shall not be required to make any payments to Consultant until such time that such default is cured 38 It is specifically understood and agreed that Consultant shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by Client for any charge, expense, or reimbursement above the maximum not to exceed fee of Professional Services Agreement — City of Denton, TX page 4 of 11 two hundred fifty-six thousand six hundred and fifty dollars ($256,650 00), without first having obtained written authorization from Client 39 Standard of Work Consultant shall perform the Professional Services with the degree of care, skill and diligence currently observed by major Certified Public Accounting firms performing software implementation of JDEdwards software, and shall use its best efforts to complete each of its projects in a timely manner Consultant will exercise reasonable care and due diligence in discovering and promptly reporting to Client any defects or deficiencies in the work of Consultant or any subcontractors or subconsultants 310 Approval by Client shall not constitute, nor be deemed a release of the responsibility and liability of Consultant, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by Client for any defect in the design or other work prepared by CONTRACTOR, its employees, subcontractors, agents, and consultants ,provided, however that approval by the Client shall be deemed acceptance and assumption of the Professional Services ninety (90) days after the date of completion of such Professional Services 4 Description of Consultant's Professional Services Consultant shall provide Professional Services at Client's request pursuant to written Addendums which Professional Services may include the following activities as agreed upon by the parties in writing 41 Application support including modifications to the existing setup of JD Edwards' software as well as new setup of existing JD Edwards' software, training of Client's staff, and documentation of the JD Edwards' software setup, 42 Technical support including the installation of new releases of JD Edwards' software, custom modifications or enhancements of existing JD Edwards' software, the development of new custom programs, and the development of technical specifications that describe the custom modifications to and enhancements of existing software as well as the development new custom programs, 43 Project management including the planning, organizing and directing of Consultant resources as required under the Professional Services, as well as regular reporting to the Client's regional and executive management on issues relevant to the Professional Services provided under this Agreement, 44 Analyzing Client's business processes and needs relating to Client's information processing requirements and operating procedures, 45 Specifying and implementing those modifications to Client's existing computer programs and systems that are necessary in order to effectively and reasonably implement the Professional Services, 46 Designing and building new computer programs and systems that are necessary in order to effectively and reasonably implement the Professional Services, Professional Services Agreement — City of Denton, TX page 5 of 11 47 Crating and/or amending documentation relating to operating procedures and to computer programs and systems that are necessary in order to effectively and reasonably implement the Professional Services, 48 Training operating personnel to use the computer programs and system developed bylConsultant pursuant to this Agreement, 49 Providing continuing support to operating personnel with respect to the implementation and operation of computer programs and systems developed by Consultant pursuant to this Agreement, 410 Performing various other project management and professional consulting services related to information systems as such services are set forth and agreed upon in a written Addendum 5 Supplies and Facilities Client's supplies (including but not limited to, forms and stationery), equipment (including but not limited to, computers, photocopy machines, business machines, and typing facilities), and support staff will be provided to Consultant by Client, and will be used by Consultant's personnel for Client's business only, at no cost to Consultant In addition, Client will provide necessary working space and computer time to Consultant for the completion of Consultant's work under this Agreement 6 Independent Contractor Relationship a) Consultant shall act in the capacity of an independent contractor with respect to Client Consultant shall not act as, nor represent itself as being, an agent of Client, and shall not act as, nor represent itself as being authorized to commit Client to any obligation b) As an independent contractor, Consultant shall take direction from Client related to the results to be achieved by Consultant during the term of this Agreement All such direction shall be consistent with the scope of services to be provided under this Agreement or any Addendum c) As an independent contractor, neither Consultant nor its employees, agents, or contractors shall have the status of employees of Client or its subsidiaries Neither Consultant nor its employees shall be eligible to participate in any employee benefit, group insurance, or executive compensation plans or bonus programs offered to employees of Client Client shall not provide social security, unemployment compensation insurance, worker's compensation insurance, disability insurance, or similar coverage, nor any other statutory benefits of employment to Consultant d) Consultant shall comply with all applicable State and Federal regulations including but not, limited to the filing of all required State and Federal income tax and other related taxes e) Consultant does hereby agree to waive all claims, release, indemnify, defend and hold harmless Client and all of its officials, officers, agents and employees, in both their public and private capacities, from any and all liability, claims, suits, demands or causes of action which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission or negligent act of Consultant, its officers, agents, employees, invitees or other persons ProfesslQnal Services Agreement — City of Denton, TX page 6 of 11 for whom Consultant is legally liable, with regard to the performance of this Contract, other than Client's own negligence, and Consultant will, at its own cost and expense, defend and protect Client from any and all such claims or demands f) Consultant shall indemnify, defend and hold harmless Client from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright trademark or patent by the Software, as defined below, Client agrees to notify Consultant of any such claim promptly in writing Client agrees to cooperate fully with Consultant during such proceedings Consultant shall defend and settle at its sole expense all proceedings arising out of the foregoing, including the procurement of suitable counsel for Client's defense In the event of such infringement, Consultant may replace, in whole or in part, and at no cost to Client, Softwarewith a substantially compatible and functionally equivalent computer program or modify Softwareto avoid the infringement g) Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved 7 Non -exclusivity of Services Client acknowledges that Consultant may perform similar services for other clients or other businesses at any time during the term of this Agreement, and that the performance of such similar services shall not be deemed a breach of this Agreement or any Addendum hereto 8 Proprietary Rights, Confidentiality and Nondisclosure 81 Generally In connection with providing the Professional Services, Consultant may write, design, develop, implement and deliver to Client certain work product deliverables ("Work Product") The Work Product may include, but shall not be limited to, computer software and modifications, training manuals and enhancements thereto ("Software"), drawings, designs, specifications and reports All documents prepared or furnished by Consultant (and Consultant's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of Client upon the termination of this Agreement Client hereby grants Consultant an irrevocable license to use any documents and Software Consultant created for Client Consultant is entitled to retain copies of all such documents The documents prepared and furnished by Consultant are intended only to be applicable to this Protect, and Client's use of these documents in other projects shall be at Client's sole risk and expense In the event Client uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, Consultant is released from any and all liability relating to their use in that protect 8 Warranties A Warranty of Title Consultant warrants that it has good title to any hardware sold pursuant to this Agreement and the right to sell it to Client free of any proprietary rights of any other party or any other lien or encumbrance Consultant further warrants that it has Professional Services Agreement — City of Denton, TX page 7 of 11 good title and all proprietary rights to any software developed and provided by Consultant, to enable it to license Its use to Client free of any proprietary rights of any other party or any other encumbrance B Software Warranty Consultant warrants that any Software provided by Consultant will perform free of defects that would prevent the system from operating in the manner described in the contract documents and any other related user documentation for the version installed Consultant further warrants that its implementation design of the JDEdwards software suite described in Exhibit B will perform in such a manner as to accomplish the criteria set forth in Exhibit C, attached hereto and incorporated by reference herein, in a fashion which maximizes efficiency and ease -of -use to the end user, provided that the implementation design is installed and utilized by Client to Consultant's specifications, provided, however, Consultant expressly makes no warranties of title relating to the JD Edwards software This Warranty shall commence upon date of acceptance by Client C Special Year 2000 Warranty In addition to the above warranties, Consultant warrants that each hardware, software, and firmware product designed by Consultant and delivered under the contract(s) shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twentyfirst centuries, including leap year calculations, when used in accordance with the product documentation provided by Consultant, provided that all other interfaces (e g , hardware, software, firmware) used in combination with such product properly exchange date data with it This warranty shall apply to Consultant's products as a system The duration of this warranty and the remedies available to the Client for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Consultant standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to the Client under this warranty shall include repair or replacement of any Consultant -supplied product whose noncompliance is discovered and made known to Consultant in writing Nothing in this warranty shall be construed to limit any rights or remedies the Client may otherwise have under the contract with respect to defects other than Year 2000 performance 10 Insurance A Consultant, shall at Consultant's own expense, purchase, maintain and keep in force during the term of this Contract such insurance as set forth below All insurance policies provided under this Contract shall be written on an "occurrence" basis The insurance requirements shall remain in effect throughout the term of this Contract 1 Worker's Compensation as required by law, Employers Liability Insurance of not less than $100,000 00 for each accident, $100,000 00 disease -each employee, $500,000 00 disease -policy limit Commercial General Liability Insurance - $1,000,000 Limit B Concerning insurance to be furnished by Consultant, it is a condition precedent to acceptability thereof that Professional Services Agreement - City of Denton, TX page 8 of 11 1 All polices are to be written through companies duly approved to transact that class of insurance in the State of Texas, and 2 Insurance is to be placed with carriers with a Best rating of A VII C Consultant agrees to the following 1 Consultant hereby waives subrogation rights for loss or damage to the extent same are covered by insurance Insurers shall have no right of recovery or subrogation against Client, it being the intention that the insurance polices shall protect all parties to ,the Agreement and be primary coverage for all losses covered by the polices, 2 Companies issuing the insurance policies and Consultant shall have no recourse against Client for payment of any premiums or assessments for any deductible, as all such premiums and deductibles are the sole responsibility and risk of Consultant 3 Approval, disapproval or failure to act by Client regarding any insurance supplied by Consultant (or any subcontractors) shall not relieve Consultant of full responsibility or liability for damages and accidents as set forth in the Contract documents Neither shall the insolvency or denial of liability by the insurance company exonerate Consultant from liability D Any of the insurance policies required under this section may be written in combination with any of the others, where legally permitted, but none of the specified limits may be lowered thereby 11 Notices All notices and communications hereunder shall be in writing and shall be given by personal delivery or by registered or certified mad unless another form of delivery is mutually agreed upon in writing by the parties Said notices shall be addressed as set forth below If to Client City of Denton 601 E Hickory, Suite A Denton, TX 76205-4305 Attn Alex Z Pettit Phone (940) 349-8595 Fax (940) 349-8533 If to Consultant Access Technologies, Inc 11608 McDougall Tustin, CA 92782 Attn Cyd Yamamoto, President Phone (714) 669-7738 Professional Services Agreement — City of Denton, TX page 9 of 11 FAX (714) 669-1421 or such other address as either party may designate to the other party hereto in accordance with the aforementioned procedure 12 Interpretation Whenever possible, each provision of this Agreement and any Addendum shall be interpreted in such manner as to be valid and effective under applicable law If any provision of this Agreement or any Addendum shall be unlawful, void or for any reason unenforceable, it shall be deemed separable from, and shall in no way effect the validity or enforceability of, the remaining portions of this Agreement, and the rights and obligations of the parties shall be enforced to the fullest extent possible All captions are for the convenience of reference only and shall be disregarded in interpreting this Agreement 13 Entire Agreement This Agreement and the Addendum(s) if any, contain the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any oral or written agreements heretofore entered into between the parties This Agreement and the Addendum(s) cannot be modified or terminated or any performance or condition waived, in whole or In part, except by a writing signed by the party against whom enforcement of the modification, termination or waiver is sought The waiver of any breach of any term of condition'of this Agreement or any Addendum shall not be deemed to constitute the waiver or any other breach of the same or any other term or condition 14 Execution and Counterparts This Agreement and any Addendum hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one (1) and the same instrument The parties hereto acknowledge and agree that the individual executing this Agreement on behalf of such party has the requisite authority to do so 15 Governing Law This Contract is entered into subject to the Denton City Charter and ordinances of the City of Denton, Texas, as they may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws If legal action is necessary to enforce this Contract or any attachment, exhibit or addendum thereto, venue shall lie exclusively in the courts of Denton County, Texas 16 Attorney's Fees If either party hereto incurs any legal fees, whether or not an action is instituted, to enforce the terms of this Agreement or any Addendum hereto, or to recover damages or injunctive relief for breach of this Agreement or any Addendum hereto, it is agreed that the successful or prevailing party shall be entitled to reasonable attorney's fees, expert witness fees, and other costs in addition to any other relief to which it may be entitled 17. SevOrabllity If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the Professional Services Agreement — City of Denton, TX page 10 of 11 remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision 18 Compliance With Laws Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended 19 Discrimination Prohibited In performing the services required against any person on the basis of race, colo or physical handicap 20 Assignability r hereunder, Consultant shall not discriminate , religion, sex, national origin or ancestry, age, Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of Client 21 Modification No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed, and the parties further agree that the provisions of this section will not be waived unless as set forth herein 22 Miscellaneous A The following exhibits are attached to and made a part of this Agreement Exhibit A — Addendum A to Contract Exhibit B — Description of JD Edwards Software Suite Exhibit C — Functional Requirements for JDEdwards Software Implementation B Consultant agrees that Client shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Consultant involving transactions relating to this Agreement Consultant agrees that Client shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section Client shall give Consultant reasonable advance notice of intended audits C Consultant shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated ProfesstQnal Services Agreement — City of Denton, TX page 11 of 11 with related work being carried on by Client, provided, however, Consultant shall not be in breach of this Agreement or an Addendum if it is unable to commence or complete its work due to a conflict with existing or future work conducted by the Client D Client shall assist Consultant by placing at Consultant's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for Consultant to enter in or upon public and private property as required for Consultant to perform services under this Agreement IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement as of the date first written above for Client City of Denton, TX signed name title date APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY for Consultant Access Technologies, Inc signed name title date City of Denton, Texas ("Client") and Access Technologies, Inc ("Consultant") This Professional Service Agreement Addendum is an integral part of the Agreement dated December 1, 2001, between the City of Denton, TX (CLIENT), and Access Technologies, Inc (ATI), and defines the business and computer software related consulting services requested, the fees, and the duration of the services Term • Start Date December 1, 2001 • End Date May 31, 2002 ATI staff will be ready to begin providing post implementation support resources within three (3) weeks of a mutually agreed upon date In the event ATI determines that the effort as set forth herein will not be completed by the agreement upon Phase dates, ATI shall notify CLIENT of such promptly upon such determination Such notice shall also include ATI's revised estimated completion date Proiect Scope The project scope will include the following services General Activities • Provide post implementation support, direction and coaching in the use of JDEdwards World Solutions Company OneWorld Xe software • Assist CLIENT project team(s) in evaluating their current implementation status and completing the effort remaining to successfully implement the JDEdwards World Solutions Company software • All services shall be performed under the supervision and direction of a Certified Public Accountant (CPA) to review the implementation of the chart of accounts, restatement of historical financial information after conversion, and address process changes necessary to conform to FASB and GASB requirements and pronouncements as deemed necessary AmAcation Activities • ATI will assist the CLIENT in the continued usage of the J D Edwards' OneWorld Xe software • ATI and its subcontractors will assist in the Implementation of the following software applications using a phased approach, as defined below Post Implementation Address Book, Job Cost, Accounts Payable, General Support Dec 1, 2001 Accounting, Budgeting, Fixed Assets, Procurement, Inventory Management, Payroll, Human Resources and HR Benefits Access Technologies Inc Professional Services Agreement Addendum Page I EJACCESS 'TECHNOLOGIES Post Implementation Support Approach PSA Addendum A City of Denton, Texas ATI and its subcontractors will provide support for all implemented J D Edwards' OneWorld Xe software and agreed upon workflow modifications The activities in the project will include software support and project management services Key AssgmiAlons The Addendum A has been developed based upon the following assumptions, changes to which may increase price and/or effect the project schedule 1 The CLIENT and ATI will reinforce decisions regarding CLIENT resources and availability reached during the Project Planning Meeting during the implementation 2 It is Access Technologies understanding that the CLIENT is assuming full-time project management responsibility under the leadership of Kathy DuBose The project management team will be responsible for • Review progress of implementation and assist with problems which delay progress • Ensure that the vision, business plan and processes are current and included in the implementation • Identify additional project team training needs • Management of security plan Including who controls set up • Issue documentation and resolution • Prepare procedure manual format • Maintenance of detailed technology implementation plan • Maintenance of detailed application implementation plan • Management of and user training • Management of phased rollouts • Management of conversion process • Communicate project status and implementation schedule to all the appropriate parties Protect Risks Every project inherently includes several types of risks, including schedule risk, budget risk, risk of provided solutions note being accepted by users and many others We, Access Technologies and CLIENT will continuously look to identify any potential risks, identify and select options to reduce or eliminate the risk and then implement the solutions The joint management function is based largely on managing these risks by • Establishing a skilled and experienced project team, supervised by CPA professionals Bring technical software and hardware skills into the project team • Enlisting the support of top management for resource commitments to the project • Involving the user community and its representatives in all aspects of the project • Documenting status information and open issues on a timely basis, and working to resolve those issues quickly Access Technologies Inc Professional Services Agreement Addendum Page 2 ',JACCESS TECHNOLOGIES Access Technolooles Responsibilities PSA Addendum A City of Denton, Texas Access Technologies role in the project is described above and within Attachment A, the OnTrack Definitions We will serve in a support role, providing system installation, configuration and consulting services at your direction and request Access Technolooles Staffina Consultant Title Hourly Rate Joe Harris Client Manager $ 00 Lynn Cardona Project Manager $ 180 00 Conrad Bredleau, Bob Senior Application $ 175 00 Vanlandingham Consultants Cathy Troxler Senior Technical $ 180 00 Consultants Steve Campodonico Senior Application Lead $ 180 00 CLIENT Responsibilities 1 CLIENT will provide access to database administrators, application leads, system administrators and project management as necessary to facilitate software set up and configuration, environment set up and all application implementation steps referred to herein 2 CLIENT will provide full-time project management services as defined above 3 CLIENT will provide sufficient resources to enable that the project set up, completion and testing can be done with the project time frame 4 CLIENT will provide personnel to complete and/or assist in the writing of detail procedures for use by end users 5 CLIENT will provide sufficient commitment of personnel to —Perform any manual or programmatic data conversions required 6 CLIENT will provide sample data to execute both the prototype and integrated acceptance tests 7 CLIENT will provide on -site facilities for all ATI project team members which will include • Work Area • Telephone Access • Analog phone line access • System security and access Ids • Access to facilities • Parking • Fax, copying and printing capabilities Access Technologies Inc Professional Services Agreement Addendum Page 3 EJACCESS TECHNOLOGIES PSA Addendum A City of Denton, Texas Pricmo Assumptions ATI's project price includes all of the ATI resources to be provided for the scope of services defined herein This Professional Services Agreement Addendum is supplementary to, but does not replace your Professional Services Agreement with our company Please refer to this Agreement for discussions on billing issues Component Estimate Post Impismentation Support - Financials $256,650 00 These estimates are based upon our knowledge of the software and your project team's knowledge of your cities business environment Many factors can account for changes in the time and cost of installing and implementing JDEdwards software systems, which could lengthen or shorten the project duration and, therefore, have an impact on original estimates for Access Technologies consulting services These factors can include changes in the information needs, inaccurate descriptions of existing data, suspect data or incorrect level of detail and others After the model step is complete in the first phase of implementation, there will probably be changes in the level of our participation, up or down For the entire project, when the modeling step is complete in each phase, we will meet with you and the project team to discuss any proposed changes before proceeding Access Technologies recommends as part of the implementation and installation of your JDE Licensed Products, that the CLIENT operate the Licensed Products in parallel with the CLIENT'S existing computer software system until the CLIENT has satisfactorily completed the implementation Chanoes and Additional Work No modification or change to this Addendum will be binding- on either party unless acknowledged in writing by their duly authorized representatives For Access Technologies, Inc For City of Denton, Texas By By Acceptance Access Technologies, Inc City of Denton, Texas Signed Signed Name Name Title Title Access Technologies Inc Professional Services Agreement Addendum Page 4 ACCESS TECHNOLOGIES Date Date PSA Addendum A City of Denton, Texas CLIENT may, at any time, request that Access Technologies perform additional work beyond the scope of the project work, hereinafter referred to as a "Change Order" Compensation for each such Change Order will be negotiated by CLIENT and Access Technologies consistent with the compensation provisions set forth in the Professional Services Agreement and, if so authorized, shall be considered part of the Project work Access Technologies shall not perform any additional work defined within a Change Order until the Change Order is approved by CLIENT in writing Access Technologies Inc Professional Services Agreement Addendum Page 5 Jan 10 02 02.00p Denton Citm Technol Sery 940 34SO533 Sent ay ACCESS TECHNOLIOIES, 714 669 1421, Jan 8 02 3 I1PM, Page 3/4 Dee 06 01 04 35P Denton Cats Technol Sery 940 9400SOS P p 4 *rzw!5 • PSA Addeodunl A Cary of tknivo T4xas Pricino A,nl elm Lions ATI's project price Includes all of Inc ATI resources to be provided for the scope of services defined herein This Professional Services Agreement Addendum is supplementary to, but does not replace your Professional Services Atinwmant with our company Please refer to this Agreement for discussions on billing issues Comeonent Post Implomentatlon Support - Financials $266,650 00 These estimates are based upon our knowledge of the software and your project team s knowledge of your cities business environment Many factors ran account for changes in the time and cost of inetelling and Implementing JOEdwards software systems which could lengthen or shorten the project duration and therefore have an impact on original estimates for Access Technologies consulting services These factors can include changes in the information needs, inaccurate descriptions of existing data, suspect date or incorrect level of detail and others After the modal stop ua complete In the first phaserof implementation blare will probably be changes in the level of our participation tip or down For the entire project, when the rivaling step Is complete In each phase, we will meet with you and the project loam to discuss any proposed changes before proceeding Access Technologies recommends as part of the implementation and instasation of your JOE Licansad Product& that the CLIENT operate the Licensed Products In parallel with the CLIENT'S exieting computer software system until the CLIENT has satiafactodly completed the implementation Sy ngs and Additional Work No modification or change to this Addendum will be binding on either party unless acknowledged In wri ing by their duly authorized representatives Foi A66see Technologies, Inc For Cjpr ytpoon, Tasas Dy By Asrceotancg Across Tochnologios, Inc, City of Do ton, T Signed Signed �a Name d afy„,_— Name - Title ,PresukihiX --- Title nweai hahquloaica Inc Prora•mm.d 1icrv�c.a Ayiaemem A.klnntlwn PNtlr 0 �a11 au tic tie OOP Denton City Technol. Sery 940 3498533 p 3 Sent By ACCESS TECHNOLIOIES, 714 669 1421, Jon a 02 3 11PM, Page 4/4 bee 06 nl 04 39p Denton Cita Technol Sery $40 3498533 p 4 PSA Addendum A City of Denton, Texas Date--_ys�r ujo j Date --- CLIENT may, at any time, request that Aceeas Technologies perform additional work beyond the swpe of the project work hereinafter referred to as a Change Order Compensation for each such Change Order will be negotiated by CLIENT and Access Technologies Consistent with the compensation provisions set forth in the Professional Services. Agreement and if so authorized, shall be considered part of the Profed work Access Technologies shall not perform any additional work defined within a Change Order until the Change Order ie approved by CLIENT in writing A«ua'rc<Anvlvgo a lase pwhvnw,wi ara.nee Agreement Addendum Vude Appendix B The following is a listing of JDEdwards software modules to be implemented at the City of Denton, pursuant to the implementation contract 1 Foundation (System 00, JDE Release B733 2) 2 Address Book (AB) (System 01, JDE Release B733 2) 3 OneWorld Toolset (System 98, JDE Release B733 2) 4 Accounts Receivable (AR) (System 03, JDE Release B733 2) 5 Accounts Payable (AP) (System 94, JDE Release B733 2) 6 General Ledger/Accounting (GL) (System 09, JDE Release B733 2) 7 Financial Reporting (CAFR, PAFR, and SEA Models) (System 83, JDE Release B733 2) 8 Fixed Assets (FA) (System 12, JDE Release B733 2) 9 Financial Modeling and Budgeting (BUD) (System 10, JDE Release B733 2) 10 Inventory Management (IM) (System 41, JDE Release B733 2) 11 Procurement (PO) (System 43, JDE Release B733 2) 12 Work Order Management (WO) (System 48, JDE Release B733 2) 13 Job Cost (JC) (System 51, JDE Release B733 2) 14 Subcontract Management (System 44, JDE Release B733 2) 15 Service Billing (SB) (System 48, JDE Release B733 2) 16 Contract Billing (System 52, JDE Release B733 2) 17 Grant Management (System 52, JDE Release B733 2) 18 Stand -Alone Time Accounting (System 05, JDE Release B733 2) 19 Payroll (PR) (System 07, JDE Release B733 2) 20 Human Resources Management (HRM) (System 08, JDE Release B733 2) 21 Call Center Management (System xx, JDE Release B733 2) 22 Service Order Management (System xx, JDE Release B733 2) 23 Information Architect (Custom Documentation Tool) 24 CBT for Foundation Suite 25 CBT for Financial Suite 26 CBT for Distribution Suite 27 CBT for Manufacturing Suite NOTE: The city will initially install JDE Release B733 2, but will undoubtedly upgrade to release B733 3 in the summer (Scheduled for July release) Exhibit C — Functional Requirements for JDEdwards Software Implementation• General Ledger I A flexible chart of accounts which allows control over structure and terminology 2 Supports multiple roll -ups for reporting (i e , CAFR reporting, FERC reporting and GASB 34 reporting) 3 All system updates online and interactive 4 Supports multiple fiscal years and multiple years of history 5 Supports user -defined sub -ledgers 6 Supports cash basis, accrual basis, and/or year-end accrual basis 7 Supports reporting on a GAAP and budget basis 8 Interfaces completely to Procurement, Inventory, Payroll, Human Resources Management, Accounts Payable, Accounts Receivable, Fixed Assets and Project Accounting modules 9 Supports unlimited number of funds 10 Supports all basic transactions (1 e, Journal entries, Automated disbursements, Cash receipts, etc) All editing at time of data entry Automatic reversal ofjournal entries 11 Automatically posts the cash or Due To's and Due From's associated with transactions 12 "Workflow" function for routing and approval processes 13 "Drill Down" function throughout all modules 14 "Query by Example" reporting option 15 Recurring Journal Entry function 16 Automatic calculation and posting of accrued payroll 17 Interdepartment charge -back (cost allocation) option 18 Provides a variety of online inquiry options and tables — online general ledger, budget status and detail, project status and detail, balance sheet, income statement, etc 19 Supports prior year encumbrance roll -forward 20 Relational database 21 Ad -hoc reporting function which supports financial and statistical modeling and reporting 22 Standard fiend accounting reports and budget reports a Trial balance b Income Statement c Income & Expense report d General Ledger e Balance Sheet f Budget v Actual Expenditure g Budget v Actual Revenue h Fund Summaries 1 Cash Flow 23 User -defined roll -up reporting 24 Supports extract of online information to Excel spreadsheet 25 Ability to tailor menus to individual users 26 Ability to customize reports and tables Exhibit C — Page 1 of 7 27 CBT training modules 28 Ability to change tables into charts or graphs 29 Complete on-line documentation — including definition of error messages and possible resolutions 30 Supports scanning capability 31 Supports encumbrance process Accounts Payable/Check Management 1 Ability to print checks at any location 2 Ability to void checks 3 Duplicate invoice checking 4 Three-way match with budget check at any prescribed level 5 Multiple bank accounts supported 6 Payment scheduling 7 Ability to support scanning of invoices 8 1099 Reporting 9 Vendor discounts and freight charges supported 10 Supports multiple vendor addresses 11 Supports user -defined vendor history 12 Purges vendors on a user -defined basis 13 Provides vendor analysis reporting 14 User -defined payment cycles 15 Supports separate check option and multiple invoices per check 16 Fully integrated with General Ledger, Fixed Assets, Procurement and Inventory 17 Drill down option usable from General ledger to Accounts Payable module 18 Online payee history 19 Extensive on-line inquiry providing vendor and payment information from various views 20 Standard reports to include a Check Register b Aged invoices report c Outstanding checks report d 1099 Report e Vendor reports f Encumbrance listing Accounts Receivable 1 Information may be requested in detail, summary, aging or billing format in customer name, department, division or customer ID order 2 User defined aging penods 3 Fully integrated with the General Ledger Exhibit C — Page 2 of 7 4 Ability to print invoices at user's location 5 User controls billing periods and amount of on-line history maintained 6 Cash Receipts automatically updates the Accounts Receivable files 7 Receipts may be printed on-line 8 Mitomatically assigns invoice numbers 9 Ability to produce Recurring Invoices 10 Ability to print invoice summaries and statement of charges for a customer account 11 Ability to create user -defined payment plans 12 Thud party billing allowing duplicate bills to be sent to several entities 13 Drill down function from GL to A/R 14 Standard reports a Statement of Charges b Detail Listing of Invoices by Name c Aged Invoices d Detail Listing of Invoices by Account number e Billing history Budget Preparation* 1 Supports budgeting on an annual, quarterly, monthly or multi -year basis 2 Interfaces with the General Ledger 3 Interfaces with the Payroll/HRMS function to facilitate "What IFT' scenario calculations 4 Budget changes may be logged and reported 5 "Date Stamp" function for all budget transactions 6 Up to ten named versions of the budget for each year 7 Allocation controls at user -defined levels 8 Bridget checks at user -defined levels 9 Budgets adjusted by plus or minus amount, plus or minus percentage or override values 10 Supports budgeting, expending, encumbering and controlling at different levels 11 Salary forecasting/projection capability 12 Supports global budget changes 13 Dpwnload/Upload capability to PC's 14 Budget preparation screens which show user selected budget/actual history 15 Standard reports for budget preparation and budget monitoring Purchasing: 1 Supports remote entry of purchase requisitions 2 "Workflow" option for approval online by management and routing to several areas 3 Ability to track items through the receiving cycle 4 Supports the printing of Purchase orders at user location Exhibit C - Page 3 of 7 5 Automatic interface to the General ledger, Accounts Payable and Fixed Asset systems 6 Funds are encumbered automatically upon entry of a Purchase Order 7 Accommodates quantity discounts and freight charges 8 Multiple vendor addresses are supported 9 Interfaces with Commodity and Vendor files 10 Descriptive information may be entered for any item 11 Supports standard reports and online inquiry for a Outstanding encumbrances/PO's b Change order log c Approval reports d Receiving reports e Purchase request information (summary and detail) f Purchase order information (summary and detail) g General ledger reports with summary encumbrances by account 12 Encumbrance activity included in General Ledger inquiry 13 Budget venfrcation upon entry of purchase order request with option to lock -out if funds not available 14 Supports partial or full un-encumbrance or adjustment 15 Unlimited amount of general ledger account numbers for a single PO 16 On-line history can be maintained for any period desired by the user Fixed Assets: 1 Monitors and reports on all capitalized and non -capitalized fixed assets 2 Performs depreciation calculations and makes all required entries to the general ledger 3 Flexible and interactive retrieval of information from the Fixed Asset database 4 System maintains a chronology of the asset's location by employee, room, building or lot 5 Asset information extraction for reporting or inquiry by any of the following criteria Asset ID's, location, acquisition dates, deletion dates, book value, market value, purchase price, depreciation code, PO number, maintenance dates, project codes, warranty dates and installation dates 6 Depreciation calculations include Straight line, Sum of the Years Digits, 150% and 200% Declining Balance 7 Supports partial year depreciation 8 Audit trail of all entries posted to the General Ledger Stores Inventory: 1 Supports the three major functions of receiving, inventory control and order processing Exhibit C — Page 4 of 7 2 Automatic interface to the Purchasing, Accounts Payable, and General Ledger modules 3 Supports FIFO, LIFO and Average Cost inventory costing methods, with the option to implement automatically as assets are received and distributed 4 Supports the calculation of Safety Stock and Reorder points based on multiple criteria 5 Allows for multiple types of Pricing calculations using various system generated variables such as carrying cost, warehouse overhead, ordering cost, or any of the inventory costing methods 6 Unlimited amount of free form text available regarding any product held in inventory 7 Maintains all events in the life of a product 8 Automatically calculates and updates Last Order date, Last Order Quantity, Last Unit Price, etc 9 Supports multiple warehouses 10 Supports last and next physical counts and cycle counts by Class per warehouse 11 Optional, user -defined postings to the General Ledger for both receiving and demand functions 12 Extensive online inquiry and reporting for product, vendor, customer, inventory, warehouse and transaction information 13 Generates Pick Tickets for items ordered as they will be found in the warehouse Human Resource Information System. 1 Employment/Recruitment — Takes individual from point of application to the interview through rejection or employment without duplicate data entry 2 Identifies demographic information concerning the employee, family and other personal data 3 Position Control/Budgeting — identifies past, present and future positions with departments, budgets, FTE and actual earnings Fully integrated to the Payroll and the General Ledger 4 Evaluations/Career Development — Records all past and future evaluations, results, management development objectives, plans and progress 5 Tracks any number of user defined types of leave with start and end dates, accruals, reasons and approvals 6 Maintains up to the minute deduction and benefit information with status, YTD withholdings and all tax requirements 7 Maintains all OSHA required information 8 Maintains a history on all employee training, dates , locations, certifications and licenses 9 On-line interactive inquiry and reporting ability which allows for selection of information from the data base based upon user specified values 10 Maintains all retirees, benefit levels, vesting, retirement and early retirement dates 11 History logging such that information may be reported "as of specific dates 12 Employment Separation — identifies separated employees, dates, reasons, checkout procedures, and eligibility for benefits Exhibit C — Page 5 of 7 Payroll System: 1 Supports complex payroll environments, including multiple work areas, multiple deductions, reductions and benefit plans 2 Supports automatic deposits, special tax deferral programs, complex retirement and benefit plans, and special needs such as car allotments and savings bond programs 3 Direct integration to the General Ledger, Job/Project Ledger, Positron Control and Human Resources Information system 4 Complies with FLSA regulations 5 Supports daily, weekly and pay period time card entry while deriving overtime hour; and rates based on rules defined by the user 6 Exception time entry only required 7 Prints checks on demand to a designated workstation printer 8 Supports multiple checking accounts and automatic bank tape reconciliation 9 Automatic labor distribution to General Ledger and Job Ledger 10 Processes and records non -payroll information such as COBRA 11 Supports mid -period hiring/terminating payroll process 12 Supports magnetic media reporting to state and federal agencies 13 Supports multiple versions of user defined salary and rate table 14 Supports multiple general ledger distributions per paycheck 15 Unlimited history based on user defined levels 16 Supports garnishment direct deposits 17 Tracks vacation and sick time totals, sick pool accumulations, total time lost by employee, FMLA, Workers Compensation, long term disability and leave of absence 18 Supports inquiry and reporting ability for user defined information 19 Provides the following standard reports a Payroll Check register b Payroll deduction register c Payroll earning register (labor distribution) d EEOC reports e Quarterly 941's f Annual W-2's g Organization chart h Specialized state and local reports i Employee reports showing all payments, deductions, and contributions for an upcoming pay period 1 Supervisor's reports showing all hours Position Control, 1 Ability to create and model budgets based on lob and position assignments 2 Ability to create line item budgets in the General Ledger and/or Project ledger Exhibit C — Page 6 of 7 3 Fully integrated with the Human Resource system, Payroll and General and Project ledgers 4 Changes made to salary and benefit tables automatically "roll" through the system 5 Salaries, benefits and overtime are maintained on an FTE basis 6 Supports salary saving calculations 7 Salary "step" increases are automatically maintained 8 Benefits can be defined as a percentage of salary or a straight dollar amount Different benefits can be defined for regular and overtime pay 9 Allow salary budgets to be adjusted up or down by a fixed percentage 10 Current and future years may be accessed simultaneously 11 Unfilled positions may be budgeted 12 Salary and FTE limits may be set at the job and/or position level 13 Supports "What if' scenanos 14 The following reports are provided a Benefits by Job b Position Number by Account c Position Changes between years d Position number by department e Salary Planning Worksheet f Salary Budget by Positions g Salaries and FTE by Account h Salary Projection i Salary -to -Actual Exhibit C — Page 7 of 7