2001-461 ORDIN CENO/
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU-
THORIZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED PRO-
FESSIONAL SERVICES AGREEMENT FOR SOFTWARE POST-IMPLEMENTATION
SUPPORT, BETWEEN THE CITY OF DENTON, TEXAS AND ACCESS TECHNOLOGIES,
INC, TO BE PAID FROM PREVIOUSLY BUDGETED FUNDS IN AN AMOUNT NOT TO
EXCEED TWO HUNDRED FIFTY-SIX THOUSAND SIX HUNDRED AND FIFTY DOL-
LARS ($256,650 00), AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the attached agreement calls for the professional services of a certified pub-
lie accounting firm to perform software post-Implementation support and services, and
WHEREAS, based upon an investigation and report performed by the City Staff, it ap-
pears to that the price structure for these professional services fees is fair and reasonable, that at
~s consistent w~th, and not higher than, the recommended practices and fees published by the ap-
placable professmnal assoclatton, and
WHEREAS, based upon that same Staff report, it appears that, among professional ser-
vices firms provxdmg such services, the professional services firm IS the best qualified, based
upon their demonstrated competence and qualifications,
WHEREAS, as a result of the fact that Access Technologies, Inc previously provided
services in implementing this software, the same smd company as uniquely qualified to provide
postqmplementatton support, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the C~ty Council hereby authonzes the CaW Manager to execute the
attached professional services agreement between the City of Denton and Access Technologies,
Inc, for software ~mplementataon and support, substantially an the form of the attached docu-
ments, and further anthonzes the expenditure of previously budgeted funds in an amount not to
exceed two hundred fifty-six thousand slx hundred and fifty dollars ($256,650 00) for that pur-
pose
SECTION II That th~s ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED th,s the j~ day o f 10-/./7.~ff~h. 2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APPROVED AS TO LEGAL O
HERBERT L PROUTY, CITY ATTORNEY
Page 2
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION
Th~s Professional Services Agreement ("Agreement") ~s made and entered ~nto as of
December 1, 2001 ("Effecbve Date") by and between City of Denton, TX ("Client"), a
Texas Municipal corporabon, w~th ~ts pnnc~pal place of bus~ness located at 601 E H~ckory,
Suite A, Denton, TX 76205 and Access Technologies, Inc ("Consultant"), a Cahfornla
corporation employing certified public accountants and computer professionals, w~th ~ts
pnnc~pal place of bus~ness located at 11608 McDougall, Tusbn, Cahforma 92782
WHEREAS, Chent is a municipal corporation that wants to ~mplement the JDEdwards
software suite described ~n Exhibit B, by ubl~zmg h~stoncal and future data ~n order to
successfully achieve the cntena set forth ~n Exhibit C, ~n 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 adwce and assistance w~th respect to the post
implementat~on support of the JDEdwards suite of computer software and computer
systems described ~n Exhibit B
WHEREAS, Client desires to engage the services of Consultant and Consultant agrees to
accept sLlch engagement all on the terms and cond~bons set forth below
Terms and Cond,tions
NOW THEREFORE, ~n 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 prowde to
Client those professional services ("Professional Services") as described ~n paragraph 4 and
more specifically as defined ~n any Professional Service Agreement Addendum(s)
("Addendums") that may hereinafter entered ~nto ~n wnbng by and between the part~es and
~ncorporated herein by reference Client acknowledges and agrees that Consultant may
engage the services of subcontractors, consultants, ent[t~es and other agents ("Consultant
Personnel") to perform the Professional Services hereunder, under Consultant's
superwsion
2 Term and Termination
2 1 Term The ~n~t~al term of th~s Agreement shall be for a penod of twelve (12) months,
commencing on the Effecbve Date ("Term") The Term shall automabcally be
Professional Services Agreement - City of Denton, TX page 2 of 11
renewed for successive twelve (12) month penods, unless terminated ~n accordance
w~th Section 2 2 below T~me ;s of the essence ~n th~s Agreement Consultant shall
make all reasonable efforts to complete the services set forth here~n as exped~bously
as possible and to meet the schedule estabhshed and agreed upon ~n wr;tmg by
Consultant and Client, acbng through ~ts C~ty Manager or h~s designate
2 2 Termination
a) Th~s Agreement may be terminated at any bme by e~ther party upon a material breach
by the other party of any of ~ts obhgat~ons under th~s Agreement, and which breach
continues for a period of thirty (30) days following receipt of wntten nobce of breach If
the breach ~s cured w~th~n thirty (30) days following receipt of not~ce of the breach, th;s
Agreement shall conbnue ~n full rome and effect
b) Th~s, Agreement may be term;nated at any brae w~thout cause by e~ther party upon
thirty (30) days' written nobce to the other party
In the event e~ther party terminates this Agreement w~th or w~thout cause, Consultant shall
~mmed;ately cease all serv;ces and shall render a final b~il for services to Chent w~th~n thirty
(30) days after the date of termination Chent shall pay Consultant for all serwces rendered
and satisfactorily performed, as reasonably determined by Chent, and for reimbursable
expenses, to termination recurred pnor to the date of termination, whether or not they have
been reperted, pursuant to Section 3 5 below Should Chent subsequently contract w;th a
new contractor for the cont~nuabon of services on the Project, Consultant shall cooperate m
prowd~ng ~nformabon Consultant shall turn over all documents prepared or furmshed by
Consultant pursuant to th~s Agreement to Chent on or before the date of term~nabon, but
may maintain cop~es of such documents for ~ts use The termmabon of a Professional
Serwce Agreement Addendum ~n no event terminates th~s Agreement
3 Consulting Fees
3 1 te~J~L~J:~at~on Dunng the Term, Chent shall pay Consultant for work
performed according to the staffing and rates specified ~n the Addendums for the specific
Professional Services rendered
3 2 Comoensabon for Travel Excenses Wh~le Consultant will use ~ts best efforts to
reasonably minimize travel related expenses, Chent agrees to reimburse Consultant for the
following ~tems
· A~rfare, lodging, breakfast, lunch and d~nner, rental cars, and reasonable phone
charges while Consultant Personnel are away from home A~rfare
reimbursement shall not exceed to the cost of round-trip coach class a~ffare from
Orange County, Cahforma to D/FW A~rport or Dallas Love F~eld Meal
reimbursement shall not exceed $30 per day per person, w~th receipts Hotel
reimbursement shall not exceed $110 per n~ght, plus apphcable taxes Rental
vehicle reimbursement shall not exceed $39 00 per day, plus gasohne
· Mileage, at 34 5 cents per mile, dnven by Consultant Personnel in their own cars
to and from the job s~te, or a~rport
Professlenal Servmes Agreement - C,ty of Denton, TX page 3 of 11
3 3 Compensation for Remote Access Connect T~me In an effort to avoid the cost of
travel, Consultant w~ll endeavor to utlhze its technical Consultant Personnel ~n ~ts faclht~es
In order to work efficiently, Consultant Personnel may have to electronically access Ghent's
computer system from Consultant's fac~hbes The actual charges for this connect time w~ll
be payable by Client pursuant to Section 3 6 below
3 4 T~rne Accountlno Reports Consultant Personnel shall prepare and present detailed
Actw~ty Summaries and summanzed time accounting reports to Ghent on a weekly bas~s
("Period") for all Professional Services performed dunng the preceding Period If Chent
d~sagrees w~th any amounts or figures on the time accounting reports, Chent shall promptly
not~fy Consultant ~n writing setting forth the d~sputed amounts and figures and the reason
therefor Upon receipt, Consultant has ten (10) working days to provide a written response
to Chent justifying and/or otherwise explalmng the amounts and/or figures Any d~sputed
amounts and/or figures shall not reheve Ghent of ~ts obhgat~on to pay Consultant for all other
amounts owing under the Agreement and/or Addendum
3 5 Invoicing for Services Consultant shall prepare and present ~nvo~ces to Client on a
weekly bas~s for all Professional Services work performed during the Penod Chent agrees
to pay ~nvolces submitted by Consultant w~th~n thirty (30) calendar days of receipt Unpaid
~nvo~ces w~ll recur a finance charge on one-and-one-half percent (1-1/2%) per month Part~al
payments to Consultant w~ll be made on the bas~s of detailed monthly statements rendered
to and approved by Chent through ~ts C~ty Manager or h~s designate, however, under no
c~rcumstances shall any monthly statement for services exceed the value of the work
performed at the t~me a statement ~s rendered Client may w~thhold the final five percent
(5%) of the contract amount until the Project has been completed at whmh t~me 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 C~ty Manager or
h~s designee accepbng the Project
3 6 Work Hours Consultant Personnel shall work w~th~n whatever reasonable schedule
~s required to prowde the Professional Services and complete the work related to th~s
Agreement and any Addendums However, ~f Chent requires work to beg~n at the job s~te
before 7 00 a m or to continue at the job site after 6 00 p m, or if Chent requires more than
50 hours be spent by any Consultant Personnel in any one-week penod, Client must
present Consultant w~th wntten notme of any such requirement pnor to that requirement
being enforced as a condition of sabsfactory performance Any required work hours shall
~nclude such hours Consultant completes from a remote s~te pursuant to Section 3 3
3 7 Nothing contained ~n this Article shall require Chent to pay for any work which ~s
unsatisfactory, as reasonably determined by the C~ty Manager or h~s designee, or which ~s
not submitted ~n compliance w~th the terms of th~s Agreement, prowded, however, Chent
shall pay for all such work that ~s cured to the reasonable satisfaction of the City Manager or
h~s designee or which ~s subsequently submitted pursuant to the terms of this Agreement If
Consultant ~s ~n material default of th~s Agreement, Client shall not be required to make any
payments to Consultant until such t~me that such default ~s cured
3 8 It is specifically understood and agreed that Consultant shall not be authorized to
undertake any work pursuant to th~s Agreement which would require additional payments by
Chent for any charge, expense, or reimbursement above the maximum not to exceed fee of
Professiqnal Services Agreement - City of Denton, TX page 4 of 11
two hundred fifty-six thousand s~x hundred and fifty dollars ($256,650 00), without first
hawng obtained written authonzabon from Client
3 9 Standard of Work Consultant shall perform the Professional Services w~th the
degree of care, sk~ll and d~hgence currently observed by major Certified Pubhc Accounbng
firms performing software ~mplementat~on of JDEdwards software, and shall use ~ts best
efforts to complete each of ~ts projects m a t~mely manner Consultant w~ll exercise
reasonable care and due d~hgence in d~scovenng and promptly reporting to Client any
defects or deficiencies ~n the work of Consultant or any subcontractors or subconsultants
3 10 Approval by Client shall not constitute, nor be deemed a release of the responsibility
and hability of Consultant, ~ts 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 assumpbon of such respons~b~hty by Chent for any
defect ~n the design or other work prepared by CONTRACTOR, ~ts employees,
subcontractors, agents, and consultants ,prowded, however that approval by the Client shall
be deemed acceptance and assumpbon of the Professional Services mnety (90) days after
the date of complebon of such Professional Services
4 Description of Consultant's Professional Serv,ces
Consultant shall prowde Professional Services at Chent's request pursuant to written
Addendums which Professional Services may ~nclude the following acbwt;es as agreed
upon by the part~es ~n wnt~ng
4 1 Apphcatlon support ~ncludmg modifications to the ex~stmg setup of JD Edwards'
software as well as new setup of ex~stmg JD Edwards' software, training of Chent's
staff, and documentation of the JD Edwards' software setup,
4 2 Techmcal support ~nclud~ng the ;nstallabon of new releases of JD Edwards' software,
custom modifications or enhancements of ex~sbng JD Edwards' software, the
development of new custom programs, and the development of techmcal
specifications that describe the custom mod~flcabons to and enhancements of
existing software as well as the development new custom programs,
4 3 ProJect management including the planmng, organizing and d~rect~ng of Consultant
resources as required under the Professional Services, as well as regular reporting
to the Client's regional and execubve management on ~ssues relevant to the
Profess;onal Services prowded under th;s Agreement,
4 4 Analyzing Chent's bus~ness processes and needs relating to Client's ~nformat~on
processing requirements and operating procedures,
4 5 Specifying and ~mplement~ng those modifications to Client's ex~stmg computer
programs and systems that are necessary m order to effectwely and reasonably
;mplement the Professional Serv~cas,
4 6 Des~gmng and building new computer programs and systems that are necessary ~n
order to effectively and reasonably ~mplement the Professional Services,
Professional Services Agreement- C,ty of Denton, TX page 5 of 11
47 Creating and/or amending documentation relating to operabng procedures and to
computer programs and systems that are necessary in order to effectively and
reasonably ~mplement the Professional Services,
48 Training operating personnel to use the computer programs and system developed
bylConsultant pursuant to th~s Agreement,
49 Pr0vld~ng continuing support to operabng personnel with respect to the
~mplementation and operation of computer programs and systems developed by
Consultant pursuant to th~s Agreement,
410 Performing vanous other project management and professional consulting services
related to mformat~on systems as such services are set forth and agreed upon m a
written Addendum
5 Supplies and Facilities
Chent's supphes (~nclud~ng but not hm~ted to, forms and stationery), equipment (including
but not limited to, computers, photocopy machines, business machines, and typing
fac;ht~es), and support staff w~ll be prowded to Consultant by Chent, and w~ll be used by
Consultant's personnel for Chent's business only, at no cost to Consultant In add~bon,
Chent will provide necessary working space and computer t~me to Consultant for the
completion of Consultant's work under th~s Agreement
6 Independent Contractor Relationship
a) Consultant shall act ~n the capacity of an ~ndependent contractor w~th respect to Chent
Consultant shall not act as, nor represent ~tself as being, an agent of Chent, and shall
not act as, nor represent ~tself as being authorized to comm;t Chent to any obhgat~on
I b) As en ~ndependent contractor, Consultant shall take d~recbon from Chent related to the
results to be achieved by Consultant dunng the term of this Agreement All such
d~rection shall be consistent w~th the scope of servmes to be provided under th~s
Agreement or any Addendum
c) As an independent contractor, neither Consultant nor ~ts employees, agents, or
contractors shall have the status of employees of Client or ~ts subsidiaries Neither
Consultant nor ~ts employees shall be ehg~ble to partm~pate in any employee benefit,
gre~Jp insurance, or executive compensabon plans or bonus programs offered to
employees of Chent Chent shall not prowde social secunty, unemployment
compensation ~nsurance, worker's compensabon ~nsurance, d~sab~hty insurance, or
s~mllar coverage, nor any other statutory benefits of employment to Consultant
d) Consultant shall comply w~th all apphcable State and Federal regulabons ~ncludlng but
not,hmited 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, mdemmfy, defend and hold
harmless Chent and all of ~ts officials, officers, agents and employees, ~n both their
public and private capacities, from any and all hab~hty, 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
ne§hgent act of Consultant, its officers, agents, employees, ~nwtees or other persons
Professional Services Agreement - City of Denton, TX page 6 of t t
for whom Consultant ~s legally hable, w~th regard to the performance of th~s Contract,
other than Chent's own neghgence, and Consultant w~ll, at ~ts own cost and expense,
defend and protect Client from any and all such claims or demands
f) Consultant shall ~ndemmfy, defend and hold harmless Chent from and against any
claims, ~nclud~ng reasonable legal fees and expenses, based upon ~nfnngement of any
Un~ted States copyright trademark or patent by the Software, as defined below, Chent
agrees to not~fy Consultant of any such claim promptly ~n wnbng Chent agrees to
cooperate fully w~th Consultant dunng such proceedings Consultant shall defend and
settle at its sole expense all proceedings ans~ng out of the foregoing, ~ncludlng the
procurement of suitable counsel for Chent's defense In the event of such
~nfnngement, Consultant may replace, ~n whole or ~n part, and at no cost to Chent,
Softwarew~th a substanbally compatible and funcbonally equivalent computer program
or modify Softwareto avoid the ~nfnngement
g) Nothing ~n th~s Agreement shall be construed to create a hablhty to any person who ~s
not a party to this Agreement, and nothing here~n shall waive any of the parbes'
defenses, both at law or equity, to any claim, cause of action, or I~tlgatlon filed by
anyone not a party to th~s Agreement, ~nclud~ng the defense of governmental
~mmumty, whmh defenses are hereby expressly reserved
7 Non-exclusivity of Sen/Ices
Client acknowledges that Consultant may perform s~m~lar services for other chents or other
businesses at any t~me dunng the term of th~s Agreement, and that the performance of such
s~m~lar services shall not be deemed a breach of th~s Agreement or any Addendum hereto
8 Proprietary Rights, Confidentiality and Nond,sclosure
8 1 Generally In connection w~th providing the Professional Services, Consultant may
wnte, design, develop, ~mplement and dehver to Chent certain work product dehverables
("Work Product") The Work Product may ~nclude, but shall not be hm~ted 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 th~s Agreement
are instruments of service, and shall become the property of Chent upon the term~nabon of
th~s Agreement Chent hereby grants Consultant an trrevocable hcense to use any
documents and Software Consultant created for Chent Consultant ~s entitled to rata~n
cop~es of all such documents The documents prepared and furmshed by Consultant are
~ntended,only to be apphcable to th~s Project, and Chent's use of these documents ~n other
projects shall be at Chent's sole nsk and expense In the event Client uses any of the
~nformat~on or materials developed pursuant to th~s Agreement ~n another project or for
other purposes than specified here~n, Consultant ~s released from any and all hab~hty
relabng to their use ~n that project
9 Warranties
A Warranty of Title Consultant warrants that ~t has good btle to any hardware sold
pursuant to th~s Agreement and the right to sell ~t to Chent free of any proprietary rights of
any other party or any other lien or encumbrance Consultant further warrants that ~t has
Professional Services Agreement - City of Denton, TX page 7 of t t
good t~tle and all proprietary rights to any software developed and prowded by Consultant,
to enable It to license its use to Chent free of any proprietary rights of any other party or any
other encumbrance
B Software Warranty Consultant warrants that any Software provided by Consultant
w~ll perform free of defects that would prevent the system from operating ~n the manner
described ~n the contract documents and any other related user documentation for the
version installed Consultant further warrants that ~ts ~mplementat~on design of the
JDEdwards software suite described in Exhibit B w~ll perform ~n such a manner as to
accomplish the criteria set forth ~n Exhibit C, attached hereto and incorporated by reference
here~n, m a fashion which maximizes efficiency and ease-of-use to the end user, prowded
that the ~mplementat~on design ~s ~nstalled and ut~hzed by Client to Consultant's
specff~cations, prowded, however, Consultant expressly makes no warrant~es of t~tle relating
to the JD Edwards software Th~s Warranty shall commence upon date of acceptance by
Chent
C Special Year 2000 Warranty In addition to the above warrant~es, Consultant
warrants that each hardware, software, and f~rmware product designed by Consultant and
dehvered under the contract(s) shall be able to accurately process date data (~ncludlng, but
not hm~ted to, calculating, comparing, and sequencing) from, ~nto, and between the
twentieth and twentyf~rst centuries, includ~ng leap year calculations, when used ~n
accordance w~th the product documentation provided by Consultant, provided that all other
~nterfaces (e g, hardware, software, firmware) used ~n combination w~th such product
properly exchange date data with it This warranty shall apply to Consultant's products as a
system The duration of th~s warranty and the remedies available to the Client for breach of
th~s warranty shall be as defined ~n, and subject to, the terms and hm~tat~ons of Consultant
standard commero~al warranty or warrant~es contained ~n the contract(s), provided that,
notwithstanding any prowslon to the contrary ~n such commercial warranty or warrant~es,
the remedies available to the Chent under th~s warranty shall ~nclude repair or replacement
of any Consultant-supphed product whose noncompliance ~s d~scovered and made known to
Consultant ~n writing Nothing ~n this warranty shall be construed to hm~t any r~ghts or
remedies the Client may otherwise have under the contract w~th respect to defects other
than Year 2000 performance
10 Insurance
A Consultant, shall at Consultant's own expense, purchase, ma~nta;n and keep
m force during the term of this Contract such ~nsurance as set forth below All ~nsurance
pohc~es provided under th~s Contract shall be written on an "occurrence" bas~s The
~nsurance requirements shall remain m effect throughout the term of th~s Contract
1 Worker's Compensabon as required by law, Employers L~ablhty
Insurance of not less than $100,00000 for each accident, $100,000 00 disease-each
employee, $500,000 00 disease-policy hm~t
2 Commercial General L~ab~hty Insurance - $1,000,000 L~m~t
B Concermng ~nsurance to be furnished by Consultant, ~t ~s a condition
precedent to acceptab~hty thereof that
Profess,~)nal Services Agreement - C,ty of Denton, TX page 8 of 1 t
1 All pohc~es are to be wntten through companies duly approved to
transact that class of insurance in the State of Texas, and
2 Insurance ~s to be placed w~th carners w~th 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 ~nsurance Insurers shall have no nght of recovery or
subrogation against Chent, it being the ~ntenbon that the ~nsurance pohc~es shall protect all
parbes to ~he Agreement and be primary coverage for all losses covered by the pohc~es,
2 Companies ~ssulng the ~nsurance pohc~es and Consultant shall have
no recourse against Chent for payment of any premiums or assessments for any deducbble,
as all such premiums and deductibles are the sole respons~blhty and risk of Consultant
3 Approval, d~sapproval or failure to act by Chent regarding any
insurance supphed by Consultant (or any subcontractors) shall not relieve Consultant of full
respons~b~hty or hablhty for damages and accidents as set forth ~n the Contract documents
Neither shall the insolvency or den~al of hab~iity by the insurance company exonerate
Consultant from hablhty
D Any of the ~nsurance pohc~es required under th~s secbon may be written ~n
comblnabon w~th any of the others, where legally permitted, but none of the specified hm~ts
may be lowered thereby
11 Notices
All nobces and commumcatlons hereunder shall be ~n wnt~ng and shall be g~ven by personal
delivery or by registered or certified ma~l unless another form of dehvery ~s mutually agreed
upon in writing by the part,es Said notices shall be addressed as set forth below
If to Chent
C~ty of Denton
601 E Hickory, Suite A
Denton, TX 76205-4305
Attn Alex Z Pettlt
Phone (940) 349-8595
Fax (940) 349-8533
If to Consultant
Access Technologies, Inc
11608 McDougall
Tustln, CA 92782
Attn Cyd Yamamoto, President
Phone (714) 669-7738
Professional Services Agreement - City of Denton, TX page 9 of 11
FAX (714) 669-1421
or such ot~er address as e~ther party may designate to the other party hereto ~n accordance
w~th the aforementioned procedure
12 Interl)retatlon
Whenever poss;ble, each provision of th~s Agreement and any Addendum shall be
interpreted m such manner as to be vahd and effective under apphcable law If any
prowslon of th~s Agreement or any Addendum shall be unlawful, void or for any reason
unenforceable, it shall be deemed separable from, and shall ~n no way effect the vahd~ty or
enforceability of, the rama~mng portions of th~s Agreement, and the r~ghts and obhgat~ons of
the part~es shall be enforced to the fullest extent possible All captions are for the
convenience of reference only and shall be d~sregarded ~n ~nterprat~ng th~s Agreement
13 Entire Agreement
This Agreement and the Addendum(s) ~f any, contain the entire agreement of the part~es
w~th respect to the subject matter hereof and supersedes and replaces any oral or written
agreements heretofore entered into between the part~es Th~s 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
mod~f~cation, 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
Th~s Agreement and any Addendum hereto may be executed ~n any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one
(1) and the same ~nstrument The part~es hereto acknowledge and agree that the ind~v~dual
executing th~s Agreement on behalf of such party has the requisite authonty to do so
15 Governing Law
Th~s Contract ~s entered ~nto subject to the Denton C~ty Charter and ordinances of the C~ty
of Denton, Texas, as they may be amended from t~me to t~me, and is subject to and is to be
construed, governed and enforced under all apphcable State of Texas and federal laws If
legal action ~s necessary to enforce this Contract or any attachment, exhibit or addendum
thereto, venue shall he exclusively m the courts of Denton County, Texas
16 Attorney's Fees
If e~ther party hereto ~ncurs any legal fees, whether or not an action ~s instituted, to enforce
the terms of th~s Agreement or any Addendum hereto, or to recover damages or ~njunctlve
relief for breach of th~s Agreement or any Addendum hereto, ~t is agreed that the successful
or prevalhng party shall be entitled to reasonable attorney's fees, expert w~tness fees, and
other costs ~n addition to any other relief to which ~t may be entitled
17, Severablllty
If any prows~on of th~s Agreement ~s found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, ~t shall be considered severable from the
Professional Services Agreement - City of Denton, TX page 10 of 11
remainder of th~s Agreement and shall not cause the remainder to be ~nvahd or
unenforceable In such event, the part~es shall reform th~s Agreement to replace such
stncken prows~on w~th a valid and enforceable prows~on which comes as close as possible
to expressing the ~ntention of the stncken prows~on
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 d~scnm~nate
against any person on the bas~s of race, color, rehg~on, sex, nabonal ong~n or ancestry, age,
or physical handmap
20 Assignability
Consultant shall not assign any ~nterest ~n this Agreement, and shall not transfer any
interest ~n th~s Agreement (whether by assignment, novabon, or otherwise) w~thout the prior
written consent of Chent
21 Modification
NO waiver or modification of th~s Agreement or of any covenant, cond~bon, or
hm~tat~on here~n contained shall be vahd unless ~n writing and duly executed by the party to
be charged therewith, and no evidence of any waiver or modification shall be offered or
received ~n evidence in any proceeding arising between the part~es hereto out of or affecbng
th~s Agreement, or the rights or obhgat~ons of the part~es hereunder, and unless such waiver
or modification ~s ~n wnbng and duly executed, and the part~es further agree that the
prows~ons of this section w~ll not be waived unless as set forth here~n
22 Miscellaneous
A The following exhibits are attached to and made a part of th~s Agreement
Exhibit A - Addendum A to Contract
Exhibit B - Descnpbon of JD Edwards Software Suite
Exhibit C - Functional Requirements for JDEdwards Software Implementation
B Consultant agrees that Client shall, until the expiration of three (3) years after the
final payment under th~s Agreement, have access to and the right to examine any
d~rectly perbnent books, documents, papers, and records of Consultant ~nvolwng
transactions relating to th~s Agreement Consultant agrees that Chent shall have
access during normal working hours to all necessary Consultant fac~hbes and shall
be prowded adequate and appropnate working space ~n order to conduct audits ~n
compliance with th~s secbon Chent shall g~ve Consultant reasonable advance not~ce
of ~ntended audits
C Consultant shall commence, carry on, and complete any and all projects w~th all
applicable dispatch, m a sound, economical, and efficient manner and ~n accordance
w~th the provisions hereof In accomphsh~ng the projects, Consultant shall take such
steps as are appropriate to ensure that the work tnvolved ~s properly coordinated
Profess;pnal Services Agreement - City of Denton, TX page 1 t of t 1
w~th related work being carned on by Chent, provided, however, Consultant shall not
be ~n breach of th~s Agreement or an Addendum ~f ~t ~s unable to commence or
complete ~ts work due to a conflict w~th ex~sbng or future work conducted by the
Client
D Chent shall assist Consultant by placing at Consultant's d~sposal all available
~nformat~on pertinent to the Project, includ~ng prewous reports, any other data
relative to the Project, and arranging for the access thereto, and make all prowslons
for Consultant to enter ~n or upon pubhc and private property as required for
Consultant to perform services under th~s Agreement
IN WITNESS WHEREOF, the parbes hereto have executed th~s Professional Services
Agreement as of the date first written above
for Chent City of Denton, TX for Consultant Access Technologies, Inc
s~gned s~gned
name name
t~tle btle
date date
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
PROFESSIONAL SERVICES AGREEMENT ADDENDUM A
between
C~ty of Denton, Texas ("Client")
and
Access Technologies, Inc ("Consultant")
Th~s Professional Service Agreement Addendum ~s an ~ntegral part of the Agreement dated
December 1, 2001, between the C~ty of Denton, TX (CLIENT), and Access Technologies,
Inc (ATI), and defines the bus,ness and computer software related consulting services
requested, the fees, and the duration of the serwces
Term
· Start Date December 1, 2001
· End Date May31,2002
ATI staff w~ll be ready to beg~n prowd~ng post ~mplementat~on support resources within three
(3) weeks of a mutually agreed upon date In the event ATi determines that the effort as set
forth herein w~ll not be completed by the agreement upon Phase dates, ATI shall nobfy
CLIENT of such promptly upon such determination Such not~ce shall also ~nclude ATI's
rewsed estimated completion date
Prolect Scooe
The project scope w~ll ~nclude the following services
General Act~wt~es
· Provide post ~mplementat~on support, d~rect~on and coaching ~n the use of JDEdwards
World Solutions Company OneWorld Xe software
· Assist CLIENT project team(s) ~n evaluating their current ~mpiementat;on status and
completing the effort remaining to successfully implement the JDEdwards World
Solutions Company software
· All services shall be performed under the supervision and d~recbon of a Certified Public
Accountant (CPA) to rewew the ~mplementation of the chart of accounts, restatement of
h~stor~cal financial ~nformat~on after convers;on, and address process changes
necessary to conform to FASB and GASB requirements and pronouncements as
deemed necessary
Apphcat~on Act~wtles
· ATI w;ll assist the CLIENT ~n the conbnued usage of the J D Edwards' OneWorld Xe
software
· ATI and ~ts subcontractors w;ll assist ~n the Implementat~on of the following software
applications us;ng a phased approach, as defined below
Post Implementation Address Book, Job Cost, Accounts Payable, General
Support Dec 1,2001 Accounting, Budgeting, F~xed Assets, Procurement,
Inventory Management, Payroll,
Human Resources and HR Benefits
Access Technologies Inc Professional Services Agreement Addendum Page I
~ PSA Addendum A
C~ty of Denton, Texas
POst Implf~entatlon Suooort Approach
ATI and ~ta subcontractors will prowde support for all ~mplemented J D Edwards' OneWorld
Xe software and agreed upon workflow mod~flcabons The acbwt~es ~n the project will
include software support and project management services
Key Assumptions
The Addendum A has been developed based upon the follow;ng assumptions, changes to
which may increase price and/or effect the project schedule
1 The CLIENT and ATI will reinforce decisions regarding CLIENT resources and
availability reached dunng the Project Planmng Meebng dunng the ~mplementat~on
2 It ~s Access Technologies understanding that the CLIENT ~s assuming full-brae project
management responsibility under the leadership of Kathy DuBose The project
management team will be responsible for
Rewew progress of ~mplementation and assist w~th problems which delay progress
· Ensure that the ws~on, business plan and processes are current and ~ncluded m the
~mplementat~on
· Identify additional project team tra~mng needs
· Management of security plan including who controls set up
· issue documentation and resolution
· Prepare procedure manual format
· Maintenance of detailed technology ~mplementat~on plan
· Maintenance of detailed application ~mplementatlon plan
· Management of end user training
· Management of phased rollouts
· Management of conversion process
· Communicate project status and ~mplementat~on schedule to all the appropriate
part~es
Pro~ect Risks
Every project ~nherently ~ncludes several types of risks, ~nclud~ng schedule risk, budget risk,
risk of prowded solutions note being accepted by users and many others We, Access
Technologies and CLIENT will continuously look to ~denbfy any potenbal risks, ~dent~fy and
select options to reduce or ehm~nate the risk and then ~mplement the solubons The joint
management function ~s based largely on managing these risks by
· Establishing a skilled and experienced proJect team, superwsed by CPA professionals
· Bnng techmcal software and hardware skills ~nto the project team
· Enhst~ng the support of top management for resource commitments to the project
· Involwng the user commumty and ~ts representabves ~n all aspects of the project
· Documenting status ~nformat~on and open ~ssues on a t~mely bas~s, and working to
resolve those ~ssues quickly
Access Technologies Inc ProfessIonal Services Agreement Addendum Page 2
(~~ PSA Addendum A
City of Denton, Texas
Acces~ Technoloalee Responsibilities
Access Technologies role ~n the project ~s described above and w~th~n Attachment A, the
OnTrack Defimt~ons We w~ll serve ~n a support role, prowd~ng system ~nstallat~on,
configuration and consulting services at your d~rect~on and request
Access Technolo¢31es Staffln¢~
Consultant Tttle Hourly Rate
Joe Harris Client Manager $ 00
Lynn Cardona Project Manager $180 00
Conrad Bredleau, Bob Senior Apphcat. on $175 00
Vanlandmgham Consultants
Cathy Troxler Senior Techn.cel $180 00
Consultants
Steve Campodomco Senior Apphcatlon Lead $180 00
CLIENT Resr'onaibllitles
1 CLIENT w~ll prowde access to database adm~mstrators, apphcat~on leads, system
administrators and project management as necessary to facilitate software set up and
configuration, enwronment set up and all apphcat~on ~mplementat~on steps referred to
here~n
2 CLIENT w~ll prowde full-t~me project management services as defined above
3 CLIENT w~ll provide sufficient resources to enable that the project set up, completion
and testing can be done w~th the project t~me frame
4 CLIENT will provide personnel to complete and/or assist ~n the wr~bng of detail
procedures for use by end users
5 CLIENT w~ll prowde sufficient commitment of personnel to_perform any manual or
programmatic data conversions required
6 CLIENT w~ll prowde sample data to execute both the prototype and ~ntegrated
acceptance tests
7 CLIENT w~ll prowde on-site facilities for all ATI project team members which w~ll include
. Work Area
· Telephone Access
· Analog phone I~ne access
· System security and access Ids
· Access to facilities
· Parking
· Fax, copy;ng and pnntlng cepab~hties
Access Technologies lnc Professional Services Agreement Addendum Page 3
(~~ PSA Addendum A
C~ty of Denton, Texas
Pnc,na Assumotlons
ATI's project price ~ncludes all of the ATI resources to be prowded for the scope of services
defined herein
Th~s Prefess~onal Serv;ces Agreement Addendum ~s supplementary to, but does not replace
your Prefess~onal Services Agreement with our company Please refer to th~s Agreement for
d~scuss~ons on billing ~ssues
Comoonent Estimate
Post Implementabon Support - F~nanclals $256,650 00
These estimates are based upon our knowledge of the software and your project team's
knowledge of your c~t~es bus,ness environment Many factors can account for changes ~n
the t~me and cost of mstalhng and ~mplement~ng JDEdwards software systems, which could
lengthen or shorten the project durabon and, therefore, have an impact on original
estimates for Access Technologies consulting services These factors can ~nclude changes
~n the mformat~on needs, ~naccurate descriptions of ex~sbng data, suspect data or incorrect
level of detail and others
After the model step ~s complete ~n the first phase of implementat~on, there w~ll probably be
changes m the level of our participation, up or down For the entire project, when the
modeling step ~s complete ~n each phase, we w~ll meet w~th you and the project team to
d~scuss any proposed changes before proceeding
Access Technologies recommends as part of the ~mplementabon and ~nstallat~on of your
JDE L~censed Products, that the CLIENT operate the L~censed Products ~n parallel w~th the
CLIENT'S exmtlng computer software system until the CLIENT has satisfactorily completed
the ~mplementat~on
Chanaes and Additional Work
No modification or change to th~s Addendum w~ll be b~ndmg~ on e~ther party unless
acknowledged ~n writing by their duly authorized representabves
For Access Technologies, Inc For C~ty of Denton, Texas
By By
Acceotance
Access Technologies, Inc City of Denton, Texas
S~gned S~gned
Name Name
T~tle T~tle
Access Technologies Inc Professional Services Agreement Addendum Page 4
~ PSA Addendum A
City of Denton, Texas
Date Date
CLIENT may, at any t~me, request that Access Technologies perform additional work
beyond the scope of the project work, hereinafter referred to as a "Change Order"
Compensabon for each such Change Order will be negotiated by CLIENT and Access
Technologies consistent with the compensatmn prows~ons set forth ~n the Professional
Services Agreement and, ~f so authorized, shall be considered part of the Project work
Access Technologies shall not perform any additional work defined w~th~n a Change Order
until the Change Order ~s approved by CLIENT in writing
Access Technologms lnc Professional Services Agreement Addendum Page 5
Jan 10 02 02'OOp Denton Cit~ Teohnol Serv 940 3458533 p 4
~ent I~y ACCEGS TECHNOLIOIES) 714 66g 1421~ Jan 8 02 3 11PM, Page 3/4
~)~ PSA Ad5e~tdum A
PriGi
AT~'~ ~rolect pd~ Incl~es ~11 of thc ATI msOUt~ lo ~ p~ov~ for tho 8~Pe
defin~ he~ln
Th~s Proless,o~el Se~l~ Agreement ~den~m Is ~nln~ to, b~ does ~t ~place
your Profoselo~al Semites Agr~mont with our cannily Please rear to thto Agreement for
b
P~t Im~lem~tallon ~U~Off - Finan~al~
These esUmate8 are based upon our k~owl~e of the 8o~are and your pr~eH t~m s
kn~e of yoa~ c~l~. baroness env~n~nl ~y fK~m Gan aG~unt for ~a~8 ~n
[he time a~ cost of ,~tall~ and imp~ing JDE~rds s~re syste~ which ~uld
lengt~n or sho~n ~ ptoJe¢l du~n a~ t~re~m ha~ ~ ~mpaM o~ ongmal
esb~tes ~r Acce~ Tech~ol~ius consulting se~vl~a These [~s can ~nclude changes
~ ~e Inform~n ne~. in--rate de~rlpl~l ~ eXlM~ date, 8Un~Gt data or in~r~t
leve~ of detml and ;Ihers
A~er ~e me~l s~p ~ ~mplele In ~e fi~t p~of imp~n~floi~ fl~efe
~an~s ~ the le~l ef our pafflc~abon tJp or do~ For ~e entire ~eject, ~en t~
~llflg slop is c~pl~e Iff each phew, ~ will m~t w~ ~u end the pmJ~
~ss T~hnologms r~mmends ~ pe~ of the ~mple~ntation a~d i~s~lIa~on of your
JDE L~n~ Pmdu~ t~t ~e CLIENT opem~ ~ L~en~d Prudes in parallel ~th the
the impieme~tlon
~es aflo ~dlflo~l Work
No ~dificatlon or e~nge to thio AdoeflOum ~l) ~ bl~g on er~er
ackflowle~ed in w~tflg by lhnlr duly au~fi~
Fo, A~ce.. Techno~gl~, ~c For
Name , N~m~ [ ~ ~
.......
~u u~ u~ oOp nen~;~n C11;~ Teohnol. Sep~ 840 3~88533 p 3
Sent By ACCESS TECHNOLIGIES= 714 88g 1421~ Jan 8 02 3 11PM, PROe 4/4
~ee O~ el O~ 3~ De~an Ct~ T~eHnOI Se~u ~40 3498~33 p ,4
(~~ P~A Addendum A
City of DeRton, T=x~
Oa, e O,te
CLIENT may, at any time, r~ueel ~ ~ss Tech~g~as pego~ ad~t~nol ~
bey~ ~e s~g~u ~f the pmfe~ ~ her~na~er m~rmd ~o as a Change Oeec
Com~nsatlun for o~ a~ Change 0~ ~lJ be n~et,at~d by CLIENT 8nd A~ess
Technologies cone~el~t with the ~m~nsat(on ptovdljone set fodh m the ProMsslanal
~bl t~ Change Ord~ Is egg~oved by CLIENT in writing
Appendix B
The following is a hstmg of JDEdwards software modules to be ~mplemented at the C~ty of
Denton, pursuant to the implementation contract
1 Foandat~on (System 00, JDE Release B733 2)
2 Address Book (AB) (System 01, JDE Release B733 2)
3 OneWofld 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 Fmaneml 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 Bflhng (SB) (System 48, JDE Release B733 2)
16 Contract Bflhng (System 52, JDE Release B733 2)
17 Grant Management (System 52, JDE Release B733 2)
18 Stand-Alone T~me 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 State
25 CBT for Financial Suite
26 CBT for Distribution Suite
27 CBT for Manufactunng State
NOTE: The city will ~mtmlly ~nstall JDE Release B733 2, but will undoubtedly upgrade to
release B733 3 m the summer (Scheduled for July release)
Exhibit C - Functional Reqmrements for JDEdwards Software Implementation'
General Ledger
1 A flex:ble chart of accounts wh:ch allows control over structure and terminology
2 Supports mult:ple roll-ups for reporting 0 e, CAFR reporting, FERC reporting and
GASB 34 reporting)
3 All system updates onhne and interactive
4 Supports multiple fiscal years and mult:ple years of history
5 Supports user-defined sub-ledgers
6 Supports cash bas~s, accrual bas~s, and/or year-end accrual bas~s
7 Supports reporting on a GAAP and budget basis
8 Interfaces completely to Procurement, Inventory, Payroll, Human Resources
Management, Accounts Payable, Accounts Receivable, F~xed Assets and Project
Accounting modules
9 Supports unhm:ted number of funds
10 Supports all basic transactions 0 e, Journal entries, Automated d~sbursements, Cash
receipts, etc ) All ed:ting at t~me of data entry Automat:c reversal of journal entries
11 Automatically posts the cash or Due To's and Duc From's associated with
transactions
12 "Workflow" ftmct~on for routing and approval processes
13 "Drill Down" function throughout all modules
14 "Query by Example" reporting option
15 Reeumng Journal Entry function
16 Automatic calculation and posting of accrued payroll
17 Interdepartment charge-back (cost allocation) option
18 Prowdes a variety of online mqtury options and tables - onhne general ledger, budget
status and dettul, project status and detail, balance sheet, ~ncome statement, ete
19 Supports prior year encumbrance roll-forward
20 Relational database
21 Ad-hoc reporting function which supports financial and statistical modelang 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
Cash Flow
23 User-defined roll-up reporting
24 Supports extract of onhne information to Excel spreadsheet
25 Ability to t~ulor menus to md~vxdual users
26 Ability to customize reports and tables
Exhibit C - Page 1 of 7
27 CBT tra~mng modules
28 Ability to change tables into charts or graphs
29 Complete on-hne documentation - including defimtlon of error messages and
possible resolutions
30 Supports scannmg capability
31 Supports encumbrance process
Accounts Payable/Check Management
1 Ability to pnnt checks at any location
2 Ability to void checks
3 Duplicate mvolce checking
4 Three-way match with budget check at any prescribed level
5 Multiple bank accounts supported
6 Payment scheduhng
7 Ability to support scanning of~nvolces
8 1099 Reporting
9 Vendor d~scotmts and freight charges supported
10 Supports multiple vendor addresses
11 Supports user-defined vendor tustory
12 Purges vendors on a user-defined bas~s
13 Prowdes vendor analys~s reporting
14 User-defined payment cycles
15 Supports separate check option and multiple invoices per check
16 Fully integrated w~th General Ledger, Fixed Assets, Procurement and Inventory
17 Drill down option usable from General ledger to Accounts Payable module
18 Online payee history
19 Extanslve on-hne mqulry prowdmg vendor and payment mformat~on from various
views
20 Standard reports to include
a Check Register
b Aged invoices report
e Outstanding checks report
d 1099 Report
e Vendor reports
f Encumbrance listing
Accounts Receivable
1 Information may be requested m detail, summary, aging or bflhng format m customer
name, department, d~wslon or customer ID order
2 User defined agmg periods
3 Fully integrated with the General Ledger
Exhibit C - Page 2 of 7
4 Ability to pnnt lnvomes at user's location
$ User controls bflhng periods and amount of on-hne history maintmned
6 Cash Receipts automatically updates the Accounts Receivable files
7 Receipts may be pnnted on-line
8 Automatmally assigns mvmee numbers
9 Ability to produce Recumng Invoices
l0 Ability to pnnt invoice summaries and statement of charges for a customer account
11 Ability to create user-defined payment plans
12 Tturd party billing allowing duplicate bills to be sent to several entrees
13 Drill down function from GL to A/R
14 Standard reports
a Statement of Charges
b Detail Lmtmg of Invmees by Name
c Aged Invoices
d Detail Listing of Invmces by Account number
e Bflhng tustory
Budget Preparation'
1 Supports budgeting on an annual, quarterly, monthly or multi-year basis
2 Interfaces w~th the General Ledger
3 Interfaces with the Payroll/HRMS function to facilitate "What IF?" 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 Badger checks at user-defined levels
9 Budgets adjusted by plus or minus amount, plus or minus percentage or override
values
10 Supports budgeting, expending, eneumbenng and controlling at different levels
11 Salary foreeastmg/proj ectlon capability
12 Supports global budget changes
13 Download/Upload capability to PC's
14 BUdget preparation screens whmh show user selected budget/actual history
15 Slandard reports for budget preparation and budget momtonng
Purchasing:
1 Supports remote entry of purchase reqmsit~ons
2 "Workflow" optmn for approval onhne by management and routing to several areas
3 Abihty to track ~tems through the receiwng cycle
4 Supports the pnntmg of Purchase orders at user location
Exhibit C - Page 3 of 7
5 Automatm 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 lnqmry for
a Outstanding encumbrances/PO's
b Change order log
c Approval reports
d Receiving reports
e Purchase request information (summary and detml)
f Purchase order ~nfonnatlon (summary and detail)
g General ledger reports with summary encumbrances by account
12 Encumbrance activity included m General Ledger inquiry
13 Budget verification upon entry of purchase order request with option to lock-out
funds not avmlable
14 Supports partial or full un-encumbrance or adjustment
15 Unlimited amount of general ledger account numbers for a single PO
16 On-hne lustory can be mmntmned for any period desired by the user
Fixed Assets:
1 Monitors and reports on all capitalized and non-capltahzed fixed assets
2 Performs depreciation calculations and makes all reqmred entries to the general
ledger
3 Flexible and interactive retrieval of information from the Fixed Asset database
4 System mmntalns a chronology of the asset's location by employee, room, building or
lot
5 Asset information extraction for reporting or lnqmry 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% Declmmg Balance
7 Supports partial year depreciation
8 Audit trml 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
vagables such as carrying cost, warehouse overhead, ordenng cost, or any of the
inventory costing methods
6 Unhmlted amount of free form text available regarding any product held in inventory
7 Mamtaans all events in the hfe of a product
8 Atltomatmally calculates and updates Last Order date, Last Order Quantity, Last Unit
Price, etc
9 Supports multiple warehouses
10 Supports last and next physical counts and cycle counts by Class per warehouse
11 Optional, user-defined postings to the General Ledger for both receiving and demand
functions
12 Extensive onhne inquiry and reporting for product, vendor, customer, inventory,
warehouse and transaction information
13 Generates Pick Tickets for items ordered as they will be found ~n 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 Identtfies demographic information concerning the employee, family and other
personal data
3 Pgsltion 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 Maantatns up to the minute deduction and benefit information with status, YTD
withholdings and all tax reqmrements
7 Malntmns all OSHA required reformation
8 Mmnttuns a history on all employee traamng, dates, locations, certifications and
licenses
9 On-hne interactive inquiry and reporting ability which allows for selection of
information from the data base based upon user specified values
10 Mamtmns all retirees, benefit levels, vesting, retirement and early retirement dates
11 Hastory logging such that information may be reported "as off spemfic dates
12 Employment Separation - identifies separated employees, dates, reasons, checkout
procedures, and eligibility for benefits
Exhibit C - Page fi of 7
Payroll System:
1 Supports complex payroll environments, lnclud~ng multiple work areas, multiple
deductions, reductions and benefit plans
2 Supports automatic deposits, special tax deferral programs, complex retirement and
benefit plans, and spemal needs such as car allotments and savings bond programs
3 D~rect integration to the General Ledger, Job/Project Ledger, Posatlon Control and
Human Resources Information system
4 Complies with FLSA regulations
5 Supports daffy, weekly and pay period t~me card entry while denwng overtime hours
and rates based on rules defined by the user
6 Exception t~me entry only reqmred
7 Pnnts checks on demand to a designated workstation pnnter
8 Supports multxple checking accounts and automatxc bank tape mconmhat~on
9 Automatic labor d~smbutlon to General Ledger and Job Ledger
10 Processes and records non-payroll mformatxon such as COBRA
11 Supports mid-period h~rmg/termmat~ng payroll process
12 Supports magnetm medm reportxng to state and federal agenmes
13 Supports multiple versxons of user defined salary and rate table
14 Supports multiple general ledger d~stnbutxons per paycheck
15 Unllm~ted history based on user defined levels
16 Supports gamxshment d~rect deposits
17 Tracks vacatxon and sick time totals, sick pool accumulations, total time lost by
enlployee, FMLA, Workers Compensation, long term d~sabfllty and leave of absence
18 Supports inquiry and reporting ability for user defined lnformaUon
19 Prowdes the following standard reports
a Payroll Check register
b Payroll deduction regxster
c Payroll earning register (labor d~stnbut~on)
d EEOC reports
e Quarterly 941's
f Annual W-2's
g Organ~zatlon chart
h Specmllzed state and local reports
Employee reports showang all payments, deductions, and contrthutlons for an
upcoming pay period
j Superv~sor's reports showing all hours
Position Control'
1 Ability to create and model budgets based on job and positron assignments
2 Ablhty to create line item budgets in the General Ledger and/or ProJect ledger
Exhibit C - Page 6 of 7
3 Fully mtegrated 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 mmntmned on an FTE basis
6 Supports salary saving calculations
7 Salary "step" increases are automatically mmntmned
8 Benefits can be defined as a percentage of salary or a strmght 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 pementage
10 Current and future years may be accessed simultaneously
11 Unfilled positions may be budgeted
12 Salary and FTE limits may be set at the job and/or position level
13 Supports "What iff 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
Salary-to-Actual
Exhibit C -Page 7 of 7