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HomeMy WebLinkAbout2000-123NOTE: Amended Professional Services Agreement is attached. NOTE: Amended by Ordinance No 2001-146. NOTE Amended by Ordinance No 2001-285 ORDINANCE NO0?0n0—__ Q3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION AND SUPPORT BETWEEN THE CITY OF DENTON, TEXAS AND ACCESS TECHNOLOGIES, INC, A QUALIFIED INFORMATION SYSTEMS VENDOR ("QISV") OF THE STATE OF TEXAS, TO BE PAID FROM PREVIOUSLY BUDGETED FUNDS IN AN AMOUNT NOT TO EXCEED SIX HUNDRED SIXTEEN THOUSAND, FIVE HUNDRED AND SEVENTY DOLLARS ($616,570 00), AND PROVIDING FOR AN EFFECTIVE DATE (PURCHASE ORDER 04402 TO ACCESS TECHNOLGIES, INC, IN THE AMOUNT OF $616,570) WHEREAS, the Consultant for the Professional Services anticipated by the attached agreement is a Qualified Information Systems Vendor ("QISV") of the State of Texas for Auto- mated Information Systems, and WHEREAS, the contracted -for professional services fall within the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council now finds that the contracted services represent the best value obtainable for said Professional Serv- ices, 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 six hundred sixteen thousand five hundred and seventy dollars ($616,570 00) for that purpose SECTION II That this ordinance shall become effective immediately upon its passage and approval PISSED AND APPROVED this the day of J12411 , 2000 ATTEST JENNIFER WALTERS, CITY SECRETARY BY � li&'ae' APF&OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY 04402 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 March 1, 2000 ("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 installation, implementation, development and modification 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 Professional Services Agreement — City of Denton, TX page 2 of 11 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 renewed for successive twelve (12) month periods, unless terminated in accordance with i 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 Corn an ton for Travel Expenses While Consultant will use its best efforts to reasona ly minimize travel related expenses, Client agrees to reimburse Consultant for the following items 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 Professional Services Agreement - City of Denton, TX page 3 of 11 Mileage, at 32 5 cents per mile, driven by Consultant Personnel in their own cars to and from the job site, or airport 33 Comoensation 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 Project 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 Professional Services Agreement — City of Denton, TX page 4 of 11 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 six hundred sixteen thousand, five hundred and seventy dollars ($616,570 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, Professional Services Agreement — City of Denton, TX page 5 of 11 46 Designing and budding new computer programs and systems that are necessary in order to effectively and reasonably implement the Professional Services, 47 Creating 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 by Consultant 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 Professional Services Agreement — City of Denton, TX page 6 of 11 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 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 parry 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 parry 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 Project, and Client's use of these documents in other protects 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 project 9 Warranties Professional Services Agreement — City of Denton, TX page 7 of 11 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 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 Professional Services Agreement - City of Denton, TX page 8 of 11 B Concerning insurance to be furnished by Consultant, it is a condition precedent to acceptability thereof that 1 All policies 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 policies shall protect all parties to the Agreement and be primary coverage for all losses covered by the policies, 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 Professional Services Agreement — City of Denton, TX page 9 of 11 11608 McDougall Tustin, CA 92782 Attn Cyd Yamamoto, President Phone (714) 669-7738 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 Professional Services Agreement — City of Denton, TX page 10 of 11 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 Severabllity 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 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 hereunder, Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap 20 Assignability 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 Exhibit D — Explanation of On -Track Implementation Methodology 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 Professional Services Agreement — City of Denton, TX page 11 of 11 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 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 Protect, 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 name Michael W. title date for Consultant Access Technologies, Inc signed name d KI +13 City Manager title PresvG.nt April 4, 2000 APPROVED AS TO LEGAL FORM date 3i26-00 ACCESS; TECHNOLOGIES City of Denton, Texas ("Client") and Access Technologies, Inc ("Consultant") This Professional Service Agreement Addendum is an Integral part of the Agreement dated January 1, 2000, 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 March 1, 2000 • End Date January 31, 2001 ATI staff will be ready to begin providing implementation 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 ATI's management team will initiate the project by traveling on site to work with CLIENT to begin developing the Detailed Project Plan and discuss the delivery of services The project scope will include the following services General Activities • Provide direction and coaching in the use of JDEdwards World Solutions Company software function • 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 • Access Technologies, Inc will provide one hundred and sixty (160) hours of Veronica Zimmerman's time to the City of Denton, free of all charges Technical Activities • ATI and/or its subcontractor will assist the CLIENT in developing a detailed technology implementation work plan, specifying the timing of ATI involvement and establishing target dates for project milestones • ATI and/or its subcontractor will provide a Pre -System Installation Audit • ATI and/or its subcontractor will provide CNC Installation and Setup activities of the OneWorld environment Arrnca TPrhnn1noiP3 Tnr PTnfPQQInnN1 qPM .A AorrrmPnt Addrndnm Paon 1 PSA Addendum A I City of Denton, Texas • ATI and/or its subcontractor will provide a Post Prototype Review of the technology environment to insure that the technical infrastructure for OneWorid is functioning as designed • ATI and/or its subcontractor will provide Production Planning and rollout tasks to prepare the OneWorid environment for live production activity • ATI and/or it subcontractor all assist in the data conversion by providing field mapping for the appropriate tables using the JDEdwards Batch Processing programs and performing the programming necessary to populate those tables We will also traing the CLIENT in the usage of the JDEdwards Batch Processing programs Application Activities • ATI will assist the CLIENT in developing a detailed software implementation work plan, specifying the timing of ATI and/or its subcontractors involvement and establishing target dates for project milestones • ATI and its subcontractors will follow the Implementation Approach defined within Attachment A • ATI and its subcontractors will assist in the Implementation of the following software applications using a phased approach, as defined below Phase I Address Book, Accounts Receivable, Accounts Payable, Go -Live Oct 1, 2000 General Accounting, Budgeting, Fixed Assets, Procurement, Inventory Management and Warehousing Phase II Payroll, Human Resources and HR Benefits Go -Live Jan 1, 2001 Implementation Approach ATI and its subcontractors will follow the JDEdwards OnTrack Implementation Approach as defined in the Attachment D, or a modified version thereof, as the guiding methodology for the implementation The activities in the project will include software installation and configuration, application and technical training, application and technical consulting and project management services Key Ass rumptions The Addendum A has been developed based upon the following assumptions, changes to which may increase price and/or effect the project schedule 1 Customer has completed an Project Planning Meeting (PPM) 2 The CLIENT and ATI will reinforce decisions regarding CLIENT resources and availability reached during the Project Planning Meeting during the implementation 3 it is Access Technologies understanding that the CLIENT is assuming full-time project management responsibility under the leadership of Alex Pettit 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 Access Technologies Inc Professional Services Agreement Addendum Page 2 PSA Addendum A of ► City of Denton, Texas • 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 end user training • Management of phased rollouts • Management of conversion process • Communicate project status and implementation schedule to all the appropriate parties Prolect Risks Every project inherently includes several types of nsks, including schedule nsk, budget risk, nsk of provided solutions note being accepted by users and many others We, Access Technologies and CLIENT will continuously look to identify any potential nsks, identify and select options to reduce or eliminate the nsk and then implement the solutions The joint management function is based largely on managing these nsks by Establishing a skilled and expenenced project team, supervised by CPA professionals Bring technical software and hardware skulls 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 Responsibilities Access Technologies role in the project is described above and within OnTrack Definitions We will serve in a support role, providing configuration and consulting services at your direction and request Consultant Cyd Yamamoto -Lem Gary Gustafson Joe Harris Lynn Cardona TBD TBD CLIENT Responsibilities Title Certified Public Accountant (Callfornla) CEO Accountant Client Manager Project Manager Senior Application Consultants Senior Technical Consultants Attachment A, the system installation, Hourly Rate $ 205 00 $ 190 00 $ 205 00 $ 185 00 $ 175 00 $175 00 Access Technologies Inc Professional Servtees Agreement Addendum Page 3 Po f Addendum A of City Denton, Texas 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 all 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 all 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 all provide sample data to execute both the prototype and integrated acceptance tests 7 CLIENT will provide on-sde 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 Pricing 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 During the Project Planning Meeting we have developed an Implementation Strategy Document (Attachment B) and have estimated Access Technologies efforts through the various phased go live steps of the project We estimate that Access Technologies implementation services, installation, training through the Go -Live will cost approximately six hundred sixteen thousand five hundred and seventy dollars ($616,570 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 Tectmologies Inc Professional Services Agreement Addendum Page 4 PSA Addendum A • City of Denton, Texas Access Technologies recommends as part of the implementation and installation of your ME Licensed Products, that the CLIENT operate the Licensed Products in parallel with the CLIENTS, wasting computer software system until the CLIENT has satisfactorily completed the implementation Channes and AddMonal 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 For By _An�-BT By Acceptance. Access Technologies, Inc City of Signed Signed Name d N- xn'A� Name Title Title Date 3 Date April 4, 2000 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 Omer" 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 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 1 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 (i e , Journal entries, Automated disbursements, Cash receipts, etc ) All editing at time of data entry Automatic reversal of Journal 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 fund 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 i 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 CRT 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 periods 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 Aµtomatically 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 Third 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 Budget 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 Download/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 Purcbasing: 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 venfication 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 I I 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, Position Control and Human Resources Information system 4 Complies with FLSA regulations 5 Supports daily, weekly and pay period time card entry while deriving overtime hours 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 distnbution to General Ledger and Job Ledger 10 Processes and records non -payroll information such as COBRA 11 Supports mid-penod hirng/ternimating 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 eammg 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 j Supervisor's reports showing all hours Position Control. 1 Ability to create and model budgets based on job 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 fixture 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' scenarios 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 ACCESS{ TECHNOLOGIES 27471 Almendra Mission Viejo, CA 92691 Phone 949-587-1485 Fax 949-587 - 0989 Explanation of OnTrack Implementation Methodology And the corresponding Milestone Definitions Purpose The purpose of this document is to provide a comprehensive description for each step of OnTrack, the implementation methodology used by Access Technologies, Inc and recommended by J D Edwards World Solutions Company In addition, this document discusses each of the tasks that must be accomplished within the five (5) Ontrack steps For each phase of the implementation these steps and tasks will be duplicated, many times simultaneously Completion of a step, task or set of tasks will ultimately be used to determine whether a milestone is complete and the ability to move forward to the next step As described in the Implementation Strategy Document (ISD) the five (5) major steps, and associated tasks, of a successful J D Edwards implementation are, 1 DEFINE The "Define" stage of an OnTrack Implementation is represented by two (2) tasks, each task representing a critical element within the step Effectively the step is best described by the term "setting of expectations", as the expectations of the client will drive the remainder of the steps and the success of the implementation There three tasks to be completed within the "define" step, Project Strategy Workshop The first task within the Define step is to perform the Project Strategy Workshop (PSW) In this one to two day session the initial expectations described in the Initial Scope and Review session are reviewed, expanded upon, agree to and put into print via the Implementation Strategy Document (ISD) This becomes ground zero for the implementation and all other activities are driven upon the information contained within Changes to the any part thereof are reflected in Change Orders, although these may not translate into dollar or hours variances but simply a change in the scope of the project The milestone is complete once the Implementation Strategy Document (ISD) has been reviewed and approved by the Executive Steering Committee Develop a Detailed Project Plan This second task is to development a project plan using Microsoft Project Management The plan will define each of the OnTrack steps, along with their respective tasks, Including an anticipated start and stop date, resources and the estimated number of hours projected to complete the step and/or task Where appropriate the task will be Pagel of 8 further broken down into detailed "Action Items" that must be completed to consider the task complete This plan will be reviewed with the Project Manager (Client Project Manager) for acceptance and finally presented to the Steering Committee for final approval and Initiation The milestone is complete once the Project Plan has been reviewed by the Team Leader(s), Project Manager(s) and approved by the Executive Steering Committee Schedule Training Classes The final task involves scheduling the client's employees for their respective training classes The name of each class and your suggested trainee was discussed during the Project Strategy Workshop, this task is simply the logical extension of this discussion To accomplish this task a spreadsheet will be created that will list the trainee names and class names and the training dates will be incorporated into the spreadsheet as arrangement are made Unfortunately this is a moving target, and therefore the milestone will be represented by the initial agreement of the training timeline As changes occur there will be no additional charges incurred The milestone is complete once the in al training schedule has been reviewed and approved by the Project Manager(s) 2 TRAINING This step has only one real task, to train the employees of the client Training classes may either be classified as Scheduled or Custom, the difference being the employees taking the class at a JDE training center during a predefined time frame Whereas a custom class is just that, customized specifically for the client and only their employees participate in the training Dependent upon the project time frame and number of phases within the implementation this step could last anywhere from two months to over a year The training schedule as developed during the Define step will dictate how quickly the training will occur There is no milestone associated with this step of the implementation 3 MODEL The "Model" step of OnTrack incorporates all of the components from learning about the client to the acceptance of the software In prior years this step was referred to as "Parallel Processing" in which the data being entered into the legacy system is also entered into the new system, and the results are compared against each other for cohesiveness Today the "Model" step is best described as a "display of the wares", as the full feature/functionality of the software is put on display for the client to review, critic and determine its compatibility The "Model" step has ten (10) tasks that must be completed prior to its completion, Composer / Interview Questions Task one involves interviewing the key participants of the implementation For our purposes these interviews will fall into the following broad categories equal to the applications purchased by the client This can either mean sitting with the client and executing Composer and Its components, or interviewing the respective participants about their needs, desires and expectations If Composer is used the initial set up of the systems will occur during the sessions and a consultant is only needed to review the results If the option is taken to use Interview Questions these sessions generally take one or two days per application followed by two days to review the results and complete the documentation Page 2 of 8 The milestone is completed once the interview questions are fully documented and agreed upon by the Team Leader, Project Manager and the Executive Steering Committee Business Process Workshops (Requirements Analysis) The second task provides time for the consultant(s) to get a better understanding of the client Effectively the more the consultant's know about you the better it will be for the implementation Information that is accumulated will then be used to refine the software to better meet the needs of the client This means learning about your current processes, how you would like the processes to change in the future and understanding what the expectations of the software are Generally this task involves further discussions with the key client participants or the members of the project team, reviewing the Statement of Work (SOW), if available, or reviewing the completed Request for Proposal (RFP) The milestone is completed once the existing business processes are reviewed, the Statement of Work or Request for Proposal has been reviewed and any new business processes have been documented and review by the Team Leader, Project Manager and approved by the Executive Steering Committee System Definition and Review The third task involves setting up the back office operations (constants) for the respective applications This will either be accomplished using "Composer' or manually setting up the constants, based upon the results on the interview questions As each constant is developed the consultant will either assist in the entry of the information, or actually enter the data Once the constant is set up the results will be reviewed with the appropriate personnel from the client Generally this task does not include the following back office operations, ➢ Automatic Accounting Instructions (AAI's), as these cannot be defined until after the chart -of -accounts has been created ➢ User Defined Codes (UDC's), as these evolve throughout the implementation process ➢ Activity Rules, as these evolve throughout the implementation process ➢ Work Flow, which is defined throughout the Conference Room Pilot The milestone is complete once the initial set up of the constants has been finalized, reviewed and agreed upon by the Team Leader(s), Project Manager(s) and approved by the Executive Steering Committee Script Preparation and Approval The fourth and one of the more critical tasks in the "Model" step is the preparation of the Conference Room Pilot scripts A script is a document that identifies the various tasks that are performed by the client on a daily, weekly, monthly, quarterly or annually basis For every possible task or Process the client must prepare a script, no matter how small or insignificant There are many ways to identify what should be translated into a script and generally the client will need to use every available method, as no one method will provide all of the answers The most commonly used methods are, ➢ Statement of Work — identify the processes or tasks that the client deems mandatory and/or necessary and prepare a script for each item ➢ Request for Proposal (RFP) — identify the processes or tasks that the client deems mandatory and/or necessary and prepare a script for each item Page 3 of 8 ➢ Job Responsibilities — based upon the lob descriptions found within Human Resources, list each area of responsibility or task that the employee must be able to perform ➢ Current Software Documentation — Run through your existing menus and identify the tasks that currently are preformed Generally you will be doing the same thing, but maybe in a different manor ➢ End User Documentation — have your current employees document their job, being very specific The various tasks will generally equate to a script Ultimately each of these scripts will be tested during the Conference Room Pilot If, by chance a task is over looked the effects could be significant once the software is brought live, as changes might have to be made after set up and conversion is complete Scripts are generally developed in line with the applications being implemented, so a complete book of scripts, including a high level summary, will be created for each of the following applications, Address Book Budgeting Accounts Receivable Fixed Assets Accounts Payable Work Orders Payroll Job Cost Accounting Human Resources Inventory Management Benefits Administration Procurement (with or without Inventory) A primary example of a script is the entering of an invoice for Accounts Payable A complete set of scripts for this process would include the receipt, approval process, coding process, entry into the system, review of the invoices entered and finally the posting for the subsidiary ledgers In addition, parallel data, transactions that are to be entered, tested and verified, must be Identified and prepared for processing during this task This data must correspond to the scripts that are also being prepared, as having data that does not enable the user to accurately test the script doesn't justify the overall requirement The milestone is complete once the scripts and corresponding data, based upon phase requirements, has been finalized and reviewed by the Team Leader(s), ATI Consultant(s) and approved by the Executive Steering Committee Conference Room Pilot / Acceptance The fifth task of the "Model" step is by far the most critical, the Conference Room Pilot All of the energy spent thus far is accumulated and put into play here The CRP replaces the old "Parallel Process" from years past, although the results remain the same During the Conference Room Pilot (CRP) each script is tested, sometimes by multiple users, until all facets of the process, task or software have been completed — this representing a modular test of the software The results of each test are documented upon the original script and combined to execute a fully integrated test of the software As defined in the next task, any issues resulting from the testing is documented and the results may determine whether changes should occur to the software, business processes are to be changed or the client will simply accept the results "as is" The milestone is complete once the Conference Room Pilot reviews have been completed (Solution Assurance Step) and the results have reviewed and approved by the Executive Steering Committee Page 4 of 8 Document Issues The sixth task actually begins during task two, Business Process Workshops, and continues to work in parallel with tasks three, four and five Here the client will document, using a standard form, any issue that it encounters These may involve the software, their department, a process, who is responsible or how the client completes a task or set of tasks As with many other things an issue works in conjunction with a script, as issues generally precipitate a script In any implementation there are always issues As with scripts, issues are generally categorized by application or functional group To accommodate this, we will be creating a booklet of the issues with a corresponding issue summary log and will be available to all the implementation participants The milestone is complete once the Conference Room Pilot reviews have been completed (Solution Assurance Step) and the results have reviewed and approved by the Executive Steering Committee Identify / Scope / Construct Software Modifications The seventh task within the "Model" step is to identify any potential modifications to the software, then proceed based upon the previously agreed upon modification policy As with the sixth task, this task begins during the fifth task, the Conference Room Pilot During the CRP if an issue is Identified and it can't be resolved with the standard software and request for modification will be presented to the respective Team Leader The Team Leader will be responsible for doing their due diligence, which includes scoping out the project and Justify its need All of this must be completed prior to presentation to the Executive Steering Committee If, and only if the Executive Steering Committee approves the modification will the approval be given to develop the program or change an existing program The milestone is complete once the individual modifications are completed, tested and approved by the person initiating the request, the Team Leader and the Project Manager NOTE that each modification request will be handled independently, as the scope of the project will determine its duration CNC Technology Conference Room Pilot The eighth task within this step is to pilot of hardware and certain technical process of the OneWorld software The preliminary tuning is done so that the system functions at its absolute peak This will involve having a CNC specialist assist during the testing of certain application functions so that the day-to-day performance of the software isn't hindered by the volume of transactions being processed, the number of attachments or the number of times the internet is being accessed Some of the tasks to be performed here are, ➢ Periodic CRP status / planning meetings ➢ Evaluate data replication strategies ➢ Evaluate remote / local execution of UBE's and BSFN's ➢ Implement and Test OneWorld Security ➢ Evaluate requirements for transaction processing and implement ➢ Evaluate and tune the Enterprise and Deployment server performance ➢ Implement and test Object version control procedures ➢ Evaluate Object tiered deployment and develop standard procedures ➢ Develop, Document and test OW-CNC system administration procedures ➢ CRP Review and Production Planning Meeting Page 5 of 8 The milestone is complete once the CNC consultant completes his/her assessment of the hardware, makes their corrections and submits the results to the Information Systems department for review and approval Develop Documentation Manuals The ninth task is to develop new documentation for the client Once again the development of new documentation should have begun early in the implementation as processes are identified and tasks are being clarified This activity encompasses two unique types of documentation, ➢ Business Processes — this involves documenting how transactions flow through the system, Its workflow At Its best flow charts are created These process were identified throughout the implementation and fine-tuned during the Conference Room Pilot ➢ Program Guides — here the client must document how their programs function, as it applies specifically to the client With OneWorld the user may create different views of the material, which requires entry of data differently than other JDE clients — this must be identified and documented The milestone is complete once all of the documentation has been completed and the results have reviewed by the Team Leader(s), the Project Manager(s) and approved by the Executive Steering Committee • Develop Conversion Plan, Construction, Test and Acceptance Programs The tenth and final task within the "Model' step is preparation for the conversion of your historical data This is accomplished by completing the following action items, ➢ Determine what, if any, data is to be converted WithinJ D Edwards there area significant number of files carrying master file information and the corresponding historical data Each of the files, or groups of files, must be identified and the client must decide whether the data is to be converted and then the method of conversion, either programmatically or manually ➢ If the data is to be converted automatically (via a program) a specification must be created to determine exactly what is to occur, when it is to occur and how it is to occur Once complete the specification is then approved by the respective leader of the application group and the Team Leader ➢ Once the specification is approved the program will be assigned to a programmer, either an internal resources or an approved external resource This person will construct the program and execute a modular test of its functions ➢ After the program is constructed its will be passed on to someone within the responsible application group to complete the integrated testing and final acceptance The milestone is complete once the conversion program is fully tested, in an integrated environment, and the results have reviewed and approved by the Team Leader 4 Configure The "Configure" step of OnTrack provide time whereby all remaining elements pertaining to the Implementation of the software can be accomplished and the client is ready to cut -over and begin processing their transactions on the JDE OneWorld software The "Configure" step has five tasks that must be completed prior to its completion, • Issue Resolution The first task within the "Configure" step is to resolve any outstanding issues from the "Model" step of the implementation Throughout the previous steps the client has been Page 6 of 8 documenting any issues related the its processes or the software Hopefully the majority of these had been resolved during the Conference Room Pilot, but there may have been some that simply couldn't be resolved during that period — these must be resolved now Resolution of these issues may involve additional testing of the software, or a change in the way that transactions are processed through the system, but either way the issue is clarified and resolved to the satisfaction of the Executive Steering Committee The milestone is complete once all of the issues that were outstanding from the previous OnTrack steps have been resolved and the results have reviewed and approved by the Executive Steering Committee End User Training The second task in the "Configure" step is to train all of the client's remaining end users Training requirements will be based upon the Phase and applications being implemented Generally this is done using an Internal trainer, either the Team Leader or someone designated by the Team Leader as the person, or persons, who will fulfill this task Assistance by ATI should be limited here to simply answering questions, not the actual training of the users The milestone is complete once all of the remaining users of the software, by Phase and application, have received their allotted training and the results of said training has been reviewed by the Team Leader and approved by the Executive Steering Committee Process Testing The third task in the "Configure" step is to continue testing the software, but in a more integrated fashion and processing more transactions, is - volume testing This task allows the client's employees to get a better understanding of the software, both its high and low points This also allows the client to get comfortable with new processes or changes that to their processes that were necessary to work around something that the software could not perform The milestone is complete once all of the users have had the opportunity to play" with the software for an agreed upon penod of time and all questions and concerns have been taken care of The individual Team Leaders will be responsible for reporting to the Executive Steering Committee on the status of this testing and the committee will approve its completion • CNC production Planning, Configuration and Setup The fourth step in the "Configure" step is to complete the tuning / setup of the hardware and software The most critical part of this step is the deployment of the programs and files to the respective desktops or laptops The tasks to be accomplished during this step are, ➢ Production Plan Review ➢ Production Plan Status Meetings ➢ Continued Performance Tuning ➢ Integration Testing ➢ Stress testing of object deployment strategies and procedures ➢ Stress testing of server processes and queue designs ➢ Testing of various procedures (workstation installation, adding users, security) ➢ Final Preparation of production sites ➢ Support during Production Plan execution and for one week following roll -out Page 7 of 8 The milestone is complete once the hardware and software has been deployed, tuned and its ready to begin processing in a live environment and the Project Manager reviews and approves results Readiness Assessments The final task in the "Configure" step is the Readiness Assessments, which is one of the final tasks within the JDE Solution Assurance Here an independent consultant from either JDE or ATI will review your systems and determine whether the client is actually ready to go live on the software The outcome of the assessment is a standard JDE document that is reviewed by the JDE Client Manager and the ATI Project Manager and forwarded directly to the client's Project Manager for review In addition, there will also be a Readiness Assessment from the technical perspective, done by someone from DSI There is no milestone for this task, included in the JDE Solutions Assurance 5 Go -Live The "Go -Live" step represents the last step in the OnTrack Implementation process Here the client begins using the software in a live environment, replacing their legacy software with the OneWorld software solution Post Implementation Support The first and only task in the "Go -Live" step is to support the client during the initial weeks of their going live on the OneWorld software Support during go -live will vary, based upon the applications being implemented, but generally the client should be prepared to assume full ownership of the software after receiving an average of ten hours support from Access Technologies, Inc, per application Finally the ATI Project Manager will perform a Post Implementation Review session, lasting one day to determine the status of the implementation and identify things that could be changed for future implementation support The milestone is complete once the client has successfully gone live on the software and the post implementation review session has occurred and the results reviewed and approved by the Executive Steering Committee Page 8 of 8 STATE OF TEXAS § COUNTY OF DENTON AMENDED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION This Amended Professional Services Agreement ("Agreement") supersedes the Professional Services Agreement entered into as of March 1, 2000 ("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 installation, implementation, development and modification 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 Amended Professional Services Agreement— City of Denton, TX page 2 of 11 2 Term and Termination 21 Term The initial term of this Agreement shall be for a period of twenty (20) months, commencing on the Effective Date ("Term") The Term shall automatically be 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 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 Project, 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 While Consultant will use its best efforts to reasonably minimize travel related expenses, Client agrees to reimburse Consultant for the following items • 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 Amended Professional Services Agreement— City of Denton, TX page 3 of 11 Mileage, at 32 5 cents per mile, driven by Consultant Personnel in their own cars to and from the job site, or airport 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 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 retamage 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 Project 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 Amended Professional Services Agreement— City of Denton, TX page 4 of 11 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 six hundred sixteen thousand, five hundred and sevenrty dollars ($616,570 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 inthe 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 Pgotect 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 budding new computer programs and systems that are necessary in order to effectively and reasonably implement the Professional Services, Amended Professional Services Agreement— City of Denton, TX page 5 of 11 47 Creating 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 by Consultant 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 Amended Professional 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, Software with a substantially compatible and functionally equivalent computer program or modify Software to 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 Project, 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 project 9 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 Ameni 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, incorporated by reference herein from the original contract, 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 Amended Professional Services Agreement- City of Denton, TX page 8 of 11 1 All policies 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 policies shall protect all parties to the Agreement and be primary coverage for all losses covered by the policies, 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 mail 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 215 E McKinney Denton, TX 76201 Attn Kathy DuBose Phone (940) 349-8228 Fax (940) 349-7206 If to Consultant Access Technologies, Inc 11608 McDougall Tustin, CA 92782 Attn Cyd Yamamoto, President Phone (714) 669-7738 Amendel 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 Severabllity 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 Amended Professional Services Agreement- City of Denton, TX page 10 of 11 remainder of this Agreement and shall not cause unenforceable In such event, the parties shall refor 18 Compliance With Laws m 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 hereunder, Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap 20 Assignability 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 integrated into made a part of this Agreement and are attached hereto or incorporated by reference from the previous contract Exhibit A — Amended Addendum A to Contract (attached) Exhibit B — Description of JD Edwards Software Suite (incorporated by reference from previous contract) Exhibit C — Functional Requirements for JDEdwards Software Implementation (incorporated by reference from previous contract) Exhibit D — Explanation of On -Track Implementation Methodology (incorporated by reference from previous contract) 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 Amended Professional Services Agreement— City of Denton, TX page 11 of 11 access during normal working hours to all necessary Consultant facilities and shall be iprovided 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 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 Protect, including previous reports, any other data relative to the Protect, 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 / for Consultant Access Technologies, Inc si9 ne signed name Michael . J z name Cy N Yam oto title City Manager title Przr,tAyo date date H12i_T AMENDED PROFESSIONAL SERVICES AGREEMENT ADDENDUM A between City of Denton, Texas ("Client") and Access Technologies, Inc ("Consultant") This Amended Professional Services Agreement Addendum is an integral part of the Amended Agreement, 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 March 1, 2000 • End Date October 31, 2001 ATI staff will be ready to begin providing implementation 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 agreed -upon Phase dates, ATI shall notify CLIENT promptly upon such determination Such notice shall also include ATI's revised estimated completion date ATI's management team will initiate the project by traveling on site to work with CLIENT to begin developing the Detailed Project Plan and discuss the delivery of services Project Scone The project scope will include the following services General Activities • Provide direction and coaching in the use of JDEdwards World Solutions Company software function • 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 Technical Activities • ATI and/or its subcontractor will assist the CLIENT in developing a detailed technology implementation work plan, specifying the timing of ATI involvement and establishing target dates for project milestones • ATI and/or its subcontractor will provide a Pre -System Installation Audit • ATI and/or its subcontractor will provide CNC Installation and Setup activities of the OneWorld environment • ATI and/or its subcontractor will provide a Post Prototype Review of the technology environment to insure that the technical infrastructure for OneWorld is functioning as designed Access Technologies Inc Professional Services Agreement Addendum (Amended) Page 1 PSA Addendum A (Amended) City of Denton, Texas ATI and/or its subcontractor will provide Production Planning and rollout tasks to prepare the On;eWorld environment for live production activity ATI and/or it subcontractor will assist in the data conversion by providing field mapping for the appropriate tables using the JDEdwards Batch Processing programs and performing the programming necessary to populate those tables We will also train the CLIENT in the usage of the JDEdwards Batch Processing programs Application, Activities • ATI will assist the CLIENT in developing a detailed software implementation work plan, specifying the timing of ATI and/or its subcontractors involvement and establishing target ,dates for project milestones • ATI and its subcontractors will follow the Implementation Approach defined within Attachment A • ATI and its subcontractors will assist in the Implementation of the following software applications using a phased approach, as defined below Phase I Payroll, Human Resources and HR Benefits Go -Live Jan 1, 2001 Phase II Address Book, Accounts Receivable, Accounts Payable, Go -Live Oct 1, 2001 General Accounting, Budgeting, Fixed Assets, Procurement, Inventory Management and Warehousing Implementation Approach ATI and its subcontractors will follow the JDEdwards OnTrack Implementation Approach as defined in the Attachment D, or a modified version thereof, as the guiding methodology for the implementation The activities in the project will include software installation and configuration, application and technical training, application and technical consulting and project management services Key Assumptions The Addendum A has been developed based upon the following assumptions, changes to which may increase price and/or effect the project schedule 1 Customer has completed an Project Planning Meeting (PPM) 2 The CLIENT and ATI will reinforce decisions regarding CLIENT resources and availability reached during the Project Planning Meeting during the implementation 3 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 Access Technologies Inc Professional Services Agreement Addendum (Amended) Page 2 PSA Addendum A (Amended) • Management of end user training • Management of phased rollouts • management of conversion process • Communicate project status and parties Project RLks City of Denton, Texas implementation schedule to all the appropriate Every project inherently includes several types of risks, including schedule risk, budget risk, risk of provided solutions not 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 • Bringing technical software and hardware skills into the project team Enlisti`tg 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 Technologles Responsibilities Access Technologies role in the project is described above and within Attachment A, the OnTrack I Definitions We will serve in a support role, providing system installation, configuration and consulting services at your direction and request Access Jechnologles Staffing" ponsultant Title Hourly Rate Cyd Yamamoto -Lem Certified Public Accountant $ 205 00 (California) CEO Gary Gustafson Accountant $ 190 00 Joe Harris Client Manager $ 205 00 Lynn Cardona Project Manager $ 185 00 TBD Senior Application $ 175 00 Consultants TBD Senior Technical $ 175 00 Consultants CLIENT J!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 ail application implementation steps referred to herein 2 CLIENT will provide full-time project management services as defined above Access Te hnologies Inc Professional Services Agreement Addendum (Amended) Page 3 PSA Addendum A (Amended) City of Denton, Texas 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 detailed 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 Pricing Alssumptions 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 During the Project Planning Meeting we have developed an Implementation Strategy Document (Attachment B) and have estimated Access Technologies efforts through the various phased go live steps of the project We estimate that Access Technologies implementation services, installation, training through the Go -Live will cost approximately six hundred thirty-one thousand one hundred and forty dollars ($631 140 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 lengthenor 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 JDEdwarids 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 Access Te hnologies Inc Professional Services Agreement Addendum (Amended) Page 4 PSA Addendum A (Amended) City of Denton, Texas No modifi tion or change to this Addendum will be binding on either party unless acknowledged in writing by their duly authorized representatives For Access Technologies For of Dent n, T as By &A 'k By Acceptance: City of De ton, as Access Technologies, Inc Signed K✓' Signed n Name Michael i . J __ Name Cy N Y amoto Title City Manager Title President Date Date 4/p/0v 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 (Amended) Page 5 ORDINANCE NO 4001 — 1 l� AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED AMENDMENT TO THE AMENDED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION AND SUPPORT BETWEEN THE CITY OF DENTON, TEXAS AND ACCESS TECHNOLOGIES, INC, A QUALIFIED INFORMATION SYSTEMS VENDOR ("QISV") OF THE STATE OF TEXAS, TO BE PAID FROM PREVIOUSLY BUDGETED FUNDS IN AN AMOUNT NOT TO EXCEED NINE HUNDRED FORTY-TWO THOUSAND, ONE HUNDRED AND NINETY-FIVE DOLLARS ($942,195 00), AND PRO- VIDING FOR AN EFFECTIVE DATE WHEREAS, the consultant for the professional services anticipated by the attached agreement is a Qualified Information Systems Vendor ("QISV") of the State of Texas for Auto- mated Information Systems, and WHEREAS, the contracted -for professional services fall within the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council has pre- viously determined that the contracted services represent the best value obtainable for said pro- fessional services, and WHEREAS, upon further evaluation and recommendation of staff, the City Council now determines that additional services are necessary, and that the proposed amendment to the scope and cost of the contracted services continues to represent the best value obtainable for said pro- fessional services, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby authorizes the Mayor or City Manager to exe- cute the attached Amendment to the Amended Professional Services Agreement for Software Implementation and Support Between the City Of Denton, Texas and Access Technologies, Inc, substantially in the form of the attached documents, and further authorizes the expenditure of previously budgeted funds in an amount not to exceed Nine Hundred Forty -Two Thousand, One Hundred and Ninety -Five Dollars ($942,195 00) for that purpose SECTION II That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 3 d day of _12001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY APP OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Page 2 ATTACHMENT 1 } q Ecm «§§- �CD»o / \ § \ ° 0 ] @|§{ LU ©E& 2fO! 0 Om w E a V) k)Im 2/§\ / x k<k \ ( § ! § \ d § § CD § m / un cq /), ) / \ \ j \ R 0 { \ \ \ ( � { [ \ ! a [ ) } z t \/§ ®[}.10 STATE OF TEXAS § COUNTY OF DENTON § AMENDMENTTO AMENDED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION The Amended Professional Services Agreement dated March 1, 2000 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 (the "Agreement'), is hereby amended as follows Save and except the two amendments herein noted, the Agreement shall continue in full force and effect as written 1 Paragraph 3 8 is hereby amended to read as follows 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 nine hundred forty- two thousand, one hundred and ninety-five dollars ($942,195 00), without first having obtained written authorization from Client 2 Exhibit A to the Agreement is hereby replaced with the attached Exhibit A IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Amended Professional Services Agreement as of April 3 2001 for Client; City of Denton, TX signed name Howard Martin title Interim City Manager for Consultant Access Technologies, Inc signed (1 in l VItL<d -"r name a 0 title date April 3, 2001 date 3�jIot APPROVED AS TO LEGAL FORM HEF F-M City of Denton, Texas ("Client") and Access Technologies, Inc ("Consultant") This Second Amended Addendum A to the Amended Professional Services Agreement is an integral part of the Amended Agreement, 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 March 1, 2000 • End Date January 31, 2002 ATI staff will be ready to begin providing implementation 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 agreed -upon Phase dates, ATI shall notify CLIENT promptly upon such determination Such notice shall also include ATI's revised estimated completion date ATI's management team will initiate the project by traveling on site to work with CLIENT to begin developing the Detailed Project Plan and discuss the delivery of services Protect cope The project scope will include the following services General Activities • Provide direction and coaching in the use of JDEdwards World Solutions Company software function • 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 Technical Activities • ATI and/or its subcontractor will assist the CLIENT in developing a detailed technology implementation work plan, specifying the timing of ATI involvement and establishing target dates for project milestones • ATI and/or its subcontractor will provide a Pre -System Installation Audit ATI and/or its subcontractor will provide CNC Installation and Setup activities of the OneWorid environment Access Technologies Inc Second Amended Addendum A to Professional Services Agreement Page I PSA Addendum A (Second Amended) City of Denton, Texas ATI and/or its subcontractor will provide a Post Prototype Review of the technology environment to insure that the technical infrastructure for OneWorid is functioning as designed ATI and/or its subcontractor will provide Production Planning and rollout tasks to prepare the OneWorid environment for live production activity ATI and/or it subcontractor will assist in the data conversion by providing field mapping for the appropriate tables using the JDEdwards Batch Processing programs and performing the programming necessary to populate those tables We will also tram the CLIENT in the usage of the JDEdwards Batch Processing programs Application Activities • ATI will assist the CLIENT in developing specifying the timing of ATI and/or its target dates for protect milestones • ATI and its subcontractors will follow Attachment A a detailed software implementation work plan, subcontractors involvement and establishing the Implementation Approach defined within ATI and its subcontractors will assist in the Implementation of the following software applications using a phased approach, as defined below Phase I Payroll, Human Resources and HR Benefits Go -Live Jan 1, 2001 Phase II Address Book, Accounts Receivable, Accounts Payable, Go -Live Oct. 1, 2001 General Accounting, Budgeting, Fixed Assets, Procurement, Inventory Management and Warehousing Phase III Xe Upgrade, Job Costing, Security Setup, Year End Go -Live Oct. 1, 2001 Processing, HRM Workflow Analysis and Applicant Tracking Implementation Approach ATI and its subcontractors will follow the JDEdwards OnTrack Implementation Approach as defined in the Attachment D, or a modified version thereof, as the guiding methodology for the implementation The activities in the protect will include software installation and configuration, application and technical training, application and technical consulting and protect management services Kev Ass�mut'T The Addendum A has been developed based upon the following assumptions, changes to which may increase price and/or effect the protect schedule 1 Customer has completed an Protect Planning Meeting (PPM) 2 The CLIENT and ATI will reinforce decisions regarding CLIENT resources and availability reached during the Protect Planning Meeting during the implementation 3 It is Access Technologies understanding that the CLIENT is assuming full-time protect management responsibility under the leadership of Kathy DuBose The protect management team will be responsible for • Review progress of implementation and assist with problems which delay progress Access Technologies Inc Second Amended Addendum A to Professional Services Agreement Page 2 PSA Addendum A (Second Amended) City of Denton, • Ensure that the vision business plan and processes are current and included in the Implementation • Identify additional project team training needs • Mpnagement 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 end 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 not 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 • Bringing 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 rechnolonies Responsibilities 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 Cyd Yamamoto -Lem Certified Public Accountant $ 205 00 (California) CEO Gary Gustafson Accountant $ 190 00 Joe Harris Client Manager $ 205 00 Lynn Cardona Project Manager $ 185 00 TBD Senior Application $ 175 00 Consultants TBD Senior Technical $ 175 00 Consultants Access Teghnologies Inc Second Amended Addendum A to Professional Services Agreement Page 3 PSA Addendum A (Second Amended) City of Denton, Texas Lynn Cardona Phase IV Client $180 00 Management CLIENT 52soonsibilities 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 detailed 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 AT[ 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 Pricing Alsumotions 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 During the Project Planning Meeting we have developed an Implementation Strategy Document (Attachment B) and have estimated Access Technologies efforts through the various phased go live steps of the project We estimate that Access Technologies implementation services, installation, training through the Go -Live will cost approximately nine hundred forty-two thousand, one hundred and ninety-five dollars ($942,195 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 Access Technologies Inc Second Amended Addendum A to Professional Services Agreement Page 4 PSA Addendum A (Second Amended) City of Denton, 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 JDEdwards 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 Chan es a Additional Work No mods ication or change to this Addendum will be binding on either party unless acknowledged in writing by their duly authorized representatives For Access Technologies For Cray of Denton, �Tex�1 Acceptance City of Dent n, T xas Signed 2 Name Howard Martin Title Interim City Manager Date April 3, 2001 Access Technologies, Inc Signed Name c t lllt�u�vtcia Title ale5u�a�ti Date 3 la l I 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 Second Amended Addendum A to Professional Services Agreement Page 5 ORDINANCE NO �O / —,� 06 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU- THORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED SEC- OND AMENDMENT TO THE AMENDED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION AND SUPPORT BETWEEN THE CITY OF DENTON, TEXAS AND ACCESS TECHNOLOGIES, INC, A QUALIFIED INFORMATION SYSTEMS VENDOR ("QISV") OF THE STATE OF TEXAS, SAID CHANGE ORDER TO BE PAID FROM PREVIOUSLY BUDGETED FUNDS IN THE AMOUNT OF ONE HUN- DRED FORTY-ONE THOUSAND, SEVEN HUNDRED AND TWENTY-FIVE DOLLARS ($141,725 00), TO BRING THE TOTAL CONTRACT NOT TO EXCEED ONE MILLION, EIGHTY-THREE THOUSAND, NINE HUNDRED AND TWENTY DOLLARS ($1,083,920 00), AND PROVIDING FOR AN EFFECTIVE DATE THIS AMENDED AMOUNT IS FOR PHASE IV OF THE JD EDWARDS IMPLEMENTATION FOR WORK- FLOW TO (30 LIVE CONCURRENTLY WITH PHASEII AND PHASE III. WHEREAS, the consultant for the professional services anticipated by the attached agreement is a Qualified Information Systems Vendor ("QISV") of the State of Texas for Auto- mated Information Systems, and WHEREAS, the contracted -for professional services fall within the scope of said QISV status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the Texas Government Code, and WHEREAS, upon the evaluation and recommendation of staff, the City Council has pre- viously determined that the contracted services represent the best value obtainable for said pro- fessional services, and WHEREAS, upon further evaluation and recommendation of staff, the City Council now determines that additional services are necessary, and that the proposed amendment to the scope and cost of the contracted services continues to represent the best value obtainable for said pro- fessional services, NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SE Q TION I That the City Council hereby authorizes the Mayor or City Manager to exe- cute the attached Second Amendment to the Amended Professional Services Agreement for Software Implementation and Support Between the City Of Denton, Texas and Access Tech- nologies, Inc, substantially in the form of the attached documents, and further authorizes the ex- penditure of previously budgeted funds in an amount not to exceed One Million, Eighty -Three Thousand, Nine Hundred and Twenty Dollars ($1,083,920 00) for that purpose SECTION II That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the IL' day of 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY F.31 D AS TO LEGAL FORM L PROUTY, CITY ATTORNEY B4,- -- , C \My Ibcumrnt,Wrd&ReeoVCAUTIIIUZ\ATI opprovel oNmena 3 doc co -#a STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO AMENDED PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION The Amended Professional Services Agreement dated March 1, 2000 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 (the "Agreement'), is hereby amended as follows Save and except the two amendments herein noted, the Agreement shall continue in full force and effect as written 1 Paragraph 3 8 is hereby amended to read as follows 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 one million, eighty- three thousand, nine hundred and twenty dollars ($1,083,920 00), without first having obtained written authorization from Client 2 The initial Amendment to the Amended Professional Services Agreement for Software Implementation, including the Second Amended Addendum A attached thereto, is hereby superseded by this Second Amendment to the Amended Professional Services Agreement for Software Implementation, and the Third Amended Addendum A attached hereto Said Third Amended Addendum A supersedes all prior versions IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Amended Professional Services Agreement as of AUGUST 21 2001 title City Manager for Consultant Access Technologies, Inc signed i L -h name yd ► �lrnarnoFv title PrZ60-1wt date August 21, 2001 date glitl01 APPROVED AS TO LEGAL FORM HERBERT L P9QJJ'r"CiT 7TTI City of Denton, Texas ("Client") and Access Technologies, Inc ("Consultant") This Third Amended Addendum A to the Amended Professional Services Agreement is an integral part of the Amended Agreement, 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 March 1, 2000 • End Date January 31, 2002 ATI staff will be ready to begin providing implementation 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 agreed -upon Phase dates, ATI shall notify CLIENT promptly upon such determination Such notice shall also include ATI's revised estimated completion date ATI's management team will initiate the project by traveling on site to work with CLIENT to begin developing the Detailed Project Plan and discuss the delivery of services Protect $cope The project scope will include the following services General Activities • Provide direction and coaching in the use of JDEdwards World Solutions Company software function • 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 Technical Activities • ATI and/or its subcontractor will assist the CLIENT in developing a detailed technology implementation work plan, specifying the timing of ATI involvement and establishing target dates for project milestones • ATI and/or its subcontractor will provide a Pre -System Installation Audit • ATI and/or its subcontractor will provide CNC Installation and Setup activities of the OneWorid environment Access Technologies Inc Third Amended Addendum A to Professional Services Agreement Page 1 PSA Addendum A (Third Amended) City of Denton, • ATI and/or its subcontractor will provide a Post Prototype Review of the technology environment to insure that the technical infrastructure for OneWorld is functioning as designed ATI and/or its subcontractor will provide Production Planning and rollout tasks to prepare the OneWorld environment for live production activity ATI and/or it subcontractor will assist in the data conversion by providing field mapping for the appropriate tables using the JDEdwards Batch Processing programs and performing the programming necessary to populate those tables We will also tram the CLIENT in the usage of the JDEdwards Batch Processing programs Apolicatign Activities • ATI will assist the CLIENT in developing a detailed software implementation work plan, specifying the timing of ATI and/or its subcontractors involvement and establishing target dates for protect milestones • ATI and its subcontractors will follow the Implementation Approach defined within Attachment A • ATI and its subcontractors will assist in the Implementation of the following software applications using a phased approach, as defined below Phase I Payroll, Human Resources and HR Benefits Go -Live Jan 1, 2001 Phase II Address Book, Accounts Receivable, Accounts Go -Live Oct 1, 2001 Payable, General Accounting, Budgeting, Fixed Assets, Procurement, Inventory Management and Warehousing Phase III Xe Upgrade, Job Costing, Security Setup, Year End Go -Live Oct 1, 2001 Processing, HRM Workflow Analysis and Applicant Tracking Phase IV Implementation of Workflow for Human Resources, Go -Live Oct. 1, 2001 Stores Materials and Budget Check on Requisitions Implementation Approach ATI and its subcontractors will follow the JDEdwards OnTrack Implementation Approach as defined in the Attachment D, or a modified version thereof, as the guiding methodology for the implementation The activities in the project will include software installation and configuration, application and technical training, application and technical consulting and protect management services Key Assgmptlons The Addendum A has been developed based upon the following assumptions, changes to which may increase price and/or effect the project schedule 1 Customer has completed an Project Planning Meeting (PPM) Access Technologies Inc Third Amended Addendum A to Professional Services Agreement Page 2 PSA Addendum A (Third Amended) City of Denton, The CLIENT and ATI will reinforce decisions regarding CLIENT resources and availability reached during the Project Planning Meeting during the implementation It is Access Technologies understanding that the CLIENT is assuming full-time project management responsibility under the leadership of Kathy DuBose The protect 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 end user training • Management of phased rollouts • Management of conversion process • Communicate project status and implementation schedule to all the appropriate parties Project Risks Every protect inherently includes several types of risks, including schedule risk, budget risk, risk of provided solutions not 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 • Bringing technical software and hardware skills into the protect 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 protect • Documenting status information and open issues on a timely basis, and working to resolve those issues quickly Access Technolonies Responsibilities 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 Technologies Staffing Consultant Title Hourly Rate Cyd Yamamoto -Lem Certified Public Accountant $ 205 00 (California) CEO Gary Gustafson Accountant $ 190 00 Joe Harris Client Manager $ 205 00 Access Technologies Inc Third Amended Addendum A to Professional Services Agreement Page 3 PSA Addendum A (Third Amended) City of Denton, Lynn Cardona Project Manager $ 185 00 TBD Senior Application $ 175 00 Consultants TBD Senior Technical $ 175 00 Consultants Lynn Cardona Phase IV Client $180 00 Management 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 protect time frame 4 CLIENT will provide personnel to complete and/or assist in the writing of detailed 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 Pricing Allisumotlons 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 During the Project Planning Meeting we have developed an Implementation Strategy Document (Attachment B) and have estimated Access Technologies efforts through the various phased go live steps of the project We estimate that Access Technologies implementation services, installation, training through the Go -Live will cost approximately one million, eighty-three thousand, nine hundred and twenty dollars ($1,083,920 00) These estimates are based upon our knowledge of the software and your protect team's knowledge of your cities business environment Many factors can account for changes in Access Technologies Inc Third Amended Addendum A to Professional Services Agreement Page 4 PSA Addendum A (Third Amended) City of Denton, 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 yin 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 JDEdwards 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 Change4 and Additional Work No modification or change to this Addendum will be binding on either party unless acknowledged to writing by their duly authorized representatives For Access Technologies For City of Denton, Texas By ,� ��' By Acceptance. City of enton Access Technologies, Inc Signe Signed &A % Name Michael A. Conduff Name CUd KI y W"VLVtu Title City Manager Title pi'tbid.!pV" Date August 21, 2001 Date 0401 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 Third Amended Addendum A to Professional Services Agreement Page 5