2000-123NOTE: Amended Professional Services Agreement is attached.
NOTE: Amended by Ordinance No 2001-146.
NO~E Amended by Ordinance No 2001-285
ORDINANCE NO~2~--/~-.Z3
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 Servtces antictpated by the attached
agreement is a Quahfied 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 obtmnable 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
PASSED AND APeROVEDthlsthe 4~-~ dayof ~.~27.4./Z ,2000
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APR~OVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
04402 C
Page 2
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE IMPLEMENTATION
Th~s Professional Services Agreement ("Agreement") is made and entered ~nto as of March
1, 2000 ("Effecbve Date") by and between City of Denton, TX ("Chent"), a Texas Municipal
corporation, 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 Cahforma corporebon
employing certified pubhc accountants and computer professionals, w~th ~ts pnnc~pal place
of bus~ness located at 11608 McDougall, Tustm, Cahforma 92782
WHEREAS, Chent ~s a municipal corporabon that wants to implement the JDEdwards
software suite descnbed ~n Exhibit B, by utilizing 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 prowdes the professional judgment and expertise of accountants
and computer professionals to prowde adwce and assistance w~th respect to the ~nstallat~on,
~mplementabon, 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, m cons~derabon of the mutual promises and covenants hereinafter set
forth, Chent and Consultant agree as follows
1 Engagement
Chent hereby engages the services of Consultant, and Consultant agrees to prowde to
Chent those professional services ("Professional Services") as descnbed in paragraph 4 and
more specifically as defined ~n any Professional Service Agreement Addendum(s)
("Addendums") that may hereinafter entered into ~n wnt~ng by and between the part~es and
~ncorporated hereto by reference Client acknowledges and agrees that Consultant may
engage the services of subcontractors, consultants, enbbes 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 ;n~bal term of th~s Agreement shall be for a penod of twelve (12) months,
commencing on the Effecbve Date ("Term") The Term shall automatically be
renewed for successive twelve (12) month per~ods, unless terminated ;n accordance
w~th~Sect~on 2 2 below T~me is of the essence ~n th~s Agreement Consultant shall
make all reasonable efforts to complete the services set forth here~n as expeditiously
as possible and to meet the schedule estabhshed and agreed upon ~n wr~bng by
Consultant and Chent, acting through ~ts C~ty Manager or h~s designate
2 2 Termination
a) Th~s Agreement may be terminated at any t~me by e~ther party upon a material breach
by the other party of any of ~ts obhgabons under th~s Agreement, and which breach
continues for a per~od of thirty (30) days following receipt of written nobce of breach If
the breach ~s cured w~th~n thirty (30) days following receipt of nobce of the breach, th~s
Agreement shall continue ~n full force and effect
b) Th~s Agreement may be terminated at any bme w~thout cause by e~ther party upon
thirty (30) days' written not~ce 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 services and shall render a final b~ll for servmes to Chent w~th~n thirty
(30) days after the date of termination Chent shall pay Consultant for all services rendered
and sabsfactonly performed, as reasonably determined by Chent, and for reimbursable
expenses to termination ~ncurred prior to the date of termination, whether or not they have
been reported, pursuant to Section 3 5 below Should Chent subsequently contract w~th a
new contractor for the conbnuabon of services on the Project, Consultant shall cooperate ~n
prowd~ng information Consultant shall turn over all documents prepared or furmshed by
Consultant pursuant to th~s Agreement to Chent on or before the date of termination, but
may maintain cop~es of such documents for ~ts use The termlnabon of a Professional
Service Agreement Addendum ~n no event terminates th~s Agreement
3 Consulting Fees
3 1 ate of Corn ensat~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 C~ompens~Itton for Travel Exoenses Wh~le Consultant w~ll use ~ts best efforts to
reasonably m~n~mize 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 wh~le Consultant Personnel are away from home A~rfare
reimbursement shall not exceed to the cost of round-trip coach class a~rfare from
Orange County, Cahfornla 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 mght, plus apphcable taxes Rental
vehicle reimbursement shall not exceed $39 00 per day, plus gasohne
Professlenal Services Agreement - City of Denton, TX page 3 of t 1
· M~leage, at 32 5 cents per m~le, dnven by Consultant Personnel ~n their own cars
to and from the job s~te, or a~rport
3 3 Compensation for Remote Access Connect Time In an effort to avoid the cost of
travel, Consultant will endeavor to utihze ~ts technical Consultant Personnel m ~ts facll~bes
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 t~me w~ll
be payable by Client pursuant to Section 3 6 below
3 4 T~me Account~n(~ Reports Consultant Personnel shall prepare and present detailed
Act~wty Summaries and summarized t~me accounting reports to Chent on a weekly bas~s
("Per~od") for all Professional Services performed during the preceding Penod If Client
d~sagrees w~th any amounts or flguras on the t~me accounting reports, Chent shall promptly
not~fy Consultant ~n writing setbng forth the d~sputed amounts and figures and the reason
therefor Upon race,pt, Consultant has ten (10) working days to prowde a written response
to Client justifying and/or otherwise expla~mng the amounts and/or figures Any d~sputed
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
3 5 Invo~c~n for Serwces Consultant shall prepare and present invo~ces to Client on a
weekly bas~s for all Professional Services work performed dunng the Penod Client agrees
to pay ~nvoices submitted by Consultant within thirty (30) calendar days of receipt Unpaid
~nvo~ces w~ll ~ncur a finance charge on one-and-one-half percent (1-1/2%) per month Parbal
payments to Consultant w~ll be made on the bas~s of detailed monthly statements rendered
to and approved by Chent through ~ts City 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 which time two and
one-half (2 1/2%) percent of the retainage shall be released to Consultant The rama~mng
two and one-half percent (2 1/2%) shall be released to Consultant upon the C~ty Manager or
h~s designee accepting the Project
3 6 Work Hours Consultant Personnel shall work w~th~n whatever reasonable schedule
~s required to provide the Professional Serv~cas and complete the work related to th~s
Agreement and any Addendums However, ~f Client requ~ras 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 raqu~rement prior to that raqu~rement
being enforced as a cend~t~on of satisfactory performance Any required work hours shall
include such hours Consultant completes from a remote s~te pursuant to Section 3 3
3 7 Nothing contained m th~s Article shall require Client 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 in comphance w~th the terms of th~s Agreement, prowded, however, Client
shall pay for all such work that is cured to the reasonable satisfaction of the C~ty Manager or
h~s designee or which ~s subsequently submitted pursuant to the terms of th~s Agreement If
Consultant is ~n material default of th~s Agreement, Chent shall not be required to make any
payments to Consultant until such time that such default ~s cured
Professlpnal Services Agreement - City of Denton, TX page 4 of 1 t
3 8 It ~s specifically understood and agreed that Consultant shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by
Chent 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
hawng obtained written authorization from Chent
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 Accounting
firms performing software ~mplementat~on of JDEdwards software, and shall use ~ts best
efforts to complete each of ~ts projects ~n a t~mely manner Consultant will exercise
reasonable care and due dlhgenca m d~scovenng and promptly reporbng to Chent any
defects or deficiencies m the work of Consultant or any subcontractors or subconsultants
3 10 Approval by Chent shall not constitute, nor be deemed a release of the respons~b~hty
and llabihty 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 assumption of such responslb~hty by Chent 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 Serv~cas
4 Description of Consultant's Professional Services
Consultant shall provide Professional Services at Chent's request pursuant to written
Addendums which Professional Services may ~nclude the following acbwt~es as agreed
upon by the parties ~n writing
4 1 Application support ~nclud;ng modlficat;ons to the ex~stmg setup of JD Edwards'
software as well as new setup of ex~stmg JD Edwards' software, tra~n;ng of Chent's
staff, and documentation of the JD Edwards' software setup,
4 2 Techmcal support including the installation 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 technical
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 planning, organizing and d~rectmg of Consultant
resources as required under the Professional Services, as well as regular reporting
to the Chent's regional and executive management on ~ssues relevant to the
Professional Services prowded under th~s Agreement,
4 4 Analyzing Client's business processes and needs relating to Chent's information
processing requirements and operating procedures,
4 5 SPecifying and ~mplementmg those modifications to Chent's ex~st;ng computer
programs and systems that are necessary ~n order to effecbvely and reasonably
~mplement the Professional Services,
Professlenal Services Agreement - City of Denton, TX page 5 of 11
46 Des~gmng and building new computer programs and systems that are necessary ~n
order to effectively and reasonably ~mplement the Professional Servmes,
47 Creabng and/or amending documentation relating to operating procedures and to
computer programs and systems that are necessary ~n order to effectively and
reasonably ~mplement the Professional Services,
48 Training operating personnel to use the computer programs and system developed
by Consultant pursuant to this Agreement,
49 Prowding conbnu~ng support to operating personnel w~th respect to the
~mplementat~on 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 ~nformat~on systems as such sew~ces are set forth and agreed upon ~n a
written Addendum
5 Supplies and Facilities
Chent's supphes (~nclud~ng but not hmited to, forms and stationery), equipment (~nclud~ng
but not hm~ted to, computers, photocopy machines, bus~ness 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 Client's bus~ness only, at no cost to Consultant In addition,
Chent w~ll prowde 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 cepac~ty of an ~ndependent contractor w~th respect to Client
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 commit Chent to any obligation
b) As an independent contractor, Consultant shall take d~rect~on from Client related to the
results to be achieved by Consultant dunng the term of th~s Agreement All such
d~rect~on shall be consistent with the scope of services to be prowded under th~s
Agreement or any Addendum
c) As an ~ndependent contractor, neither Consultant nor ~ts employees, agents, or
contractors shall have the status of employees of Chent or ~ts subs~d~anes Neither
Consultant nor ~ts employees shall be ehg~ble to participate ~n any employee beneht,
grouP ~nsurance, or executive compensation plans or bonus programs offered to
employees of Chent Chent shall not prowde social secunty, unemployment
compensation insurance, worker's compensation ~nsurance, d~sab~hty ~nsurance, or
s~m~lar coverage, nor any other statutory benefits of employment to Consultant
d) Consultant shall comply w~th all applicable State and Federal regulations ~nclud~ng but
not I~mited to the fihng of all required State and Federal ~ncome tax and other related
taxes
e) Consultant does hereby agree to waive all claims, release, ~ndemn~fy, defend and hold
harmless Client and all of ~ts officials, officers, agents and employees, ~n both their
pubhc and private capacities, from any and all hab~hty, claims, su~ts, demands or
Professional Sew!ce-- Agreement - City of Denton, TX
page 6 of 11
causes of action which may arise by reason of ~njury 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, ~ts officers, agents, employees, ~nwtees or other persons
for whom Consultant ~s legally I~able, w~th regard to the performance of th~s Contract,
other than Client's own negligence, 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 ~ndemndy, defend and hold harmless Client from and against any
claims, including 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 notify Consultant of any such claim promptly ~n writing Chent agrees to
cooperate fully with Consultant dunng such proceedings Consultant shall defend and
settle at ~ts sole expense all proceedings arising out of the foregoing, ~nclud~ng 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 Client,
Softwarew~th a substantially compatible and functionally equivalent computer program
or modify Softwareto avoid the mfnngement
g) Nothing ~n th~s Agreement shall be construed to create a I~ab~hty to any person who ~s
not a party to this Agreement, and nothing hera~n shall waive any of the parties'
defenses, both at law or equity, to any claim, cause of action, or ht~gabon filed by
anyone not a party to th~s Agreement, ~nclud~ng the defense of governmental
~mmun~ty, which defenses are hereby expressly reserved
7 Non-exclusivity of Services
Chent acknowledges that Consultant may perform similar services for other clients or other
businesses at any t~me dunng the term of th;s Agreement, and that the performance of such
similar services shall not be deemed a breach of th~s Agreement or any Addendum hereto
8 Proprietary Rights, Confidentiality and Nondlsclosure
8 1 Generally In connection w~th prowd~ng the Professional Services, Consultant may
wnte, design, develop, ~mplement and dehver to Client certain work product deliverables
("Work Product") The Work Product may ~nclude, 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 th~s Agreement
ara instruments of serv~ca, and shall become the property of Client upon the termination of
th~s Agreement Chent hereby grants Consultant an irrevocable I~canse to use any
documents and Software Consultant created for Chent Consultant ~s enbtled to retain
cop~es of all such documents The documents prepared and furmshed by Consultant are
~ntended, only to be applicable to this Project, and Client's use of these documents ;n other
projects ,shall be at Client's sole nsk and expense In the event Chent uses any of the
information or materials developed pursuant to th~s Agreement in another project or for
other purposes than specified herein, Consultant ~s released from any and all I~ab~hty
relating to their use in that project
9 Warranties
Profess,enal Services Agreement - C~ty of Denton, TX page 7 of 11
A Warranty of T~tle Consultant warrants that ~t has good btle to any hardware sold
pursuant to th~s Agreement and the nght to sell ~t to Chent free of any propnetary rights of
any other party or any other lien or encumbrance Consultant further warrants that ~t has
good t~tle and all proprietary rights to any software developed and provided by Consultant,
to enable it to license ~ts 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 ~nstalled 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 cntena set forth ~n Exhibit C, attached hereto and ~ncorporated by reference
here~n, ~n a fashion whmh maximizes efficiency and ease-of-use to the end user, provided
that the ~mplementation design is ~nstalled and utlhzed by Chent to Consultant's
speclf~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
Client
C Special Year 2000 Warranty in add~bon to the above warrant~es, Consultant
warrants that each hardware, software, and hrmware product designed by Consultant and
dehvered under the contract(s) shall be able to accurately process date data (including, but
not hm~ted to, calculating, comparing, and sequencing) from, ~nto, and between the
twentieth and twentyf~rst centuries, ~nclud~ng leap year calculations, when used ~n
accordance w~th the product documentation prowded by Consultant, prowded that all other
~nterfaces (e g, hardware, software, firmware) used ~n combination w~th such produd(
properly exchange date data w~th ~t This warranty shall apply to Consultant's products as a
system The duration of this warranty and the remedies available to the Chent for breach of
th~s warranty shall be as dehned m, and subJect to, the terms and hm~tat~ons of Consultant
standard, commercial warranty or warrant~es contained ~n the contract(s), prowded that,
notwithstanding any prows~on to the contrary ~n such commercial warranty or warrant~es, the
remedies available to the Chent under this warranty shall ~nclude repair or replacement of
any Consultant-supphed product whose noncomphance ~s d~scovered and made known to
Consultant ~n wnt~ng Nothing ~n th~s warranty shall be construed to i~mlt any nghts 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, maintain and keep
~n force during the term of th~s Contract such ;nsurance as set forth below All ;nsurance
policies provided under th~s Contract shall be wntten on an "occurrence" bas~s The
insurance requirements shall remain in effect throughout the term of th~s Contract
1 Worker's Compensation as required by law, Employers L~ab~hty
Insurance of not less than $100,00000 for each acc;dent, $100,000 00 d;sease-each
employee, $500,000 00 d~sease-pohcy I~m;t
2 Commercial General L~ab~hty Insurance - $1,000,000 L~m~t
Professional Services Agreement - City of Denton, TX page 8 of 11
B Concerning ~nsurance to be furnished by Consultant, ~t is a condition
precedent to acceptab~hty thereof that
1 All pohc~es are to be wntten through companies duly approved to
transact that class of insurance ~n the State of Texas, and
2 Insurance ~s to be placed w~th carriers w~th a Best rating of A VII
C Consultant agrees to the following
1 Consultant hereby waives subregabon rights for loss or damage to
the extent same are covered by ~nsurance Insurers shall have no nght of recovery or
subrogat~en against Chent, ~t being the ~ntentlon that the ~nsurance pohc~es shall protect all
part~es to the Agreement and be primary coverage for all losses covered by the policies,
2 Companies ~ssumg the ~nsurance pohcles and Consultant shall have
no recourse against Chent 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, d~sapproval or failure to act by Chent regarding any
~nsurance supphed by Consultant (or any subcontractors) shall not reheve Consultant of full
respons~bihty or hab~hty for damages and accidents as set forth ~n the Contract documents
Neither shall the ~nsolvency or den~al of hab~hty by the ~nsurance company exonerate
Consultant from I~ab~hty
D Any of the ~nsurance pohc~es required under th~s secbon may be written ~n
combination w~th any of the others, where legally permitted, but none of the specified hm~ts
may be lowered thereby
11 Notices
All notices and commumcatlons hereunder shall be ~n writing and shall be gwen by personal
dehvery or by registered or certified ma~l unless another form of dehvery ~s mutually agreed
upon ~n writing by the part~es Said notices shall be addressed as set forth below
Iflto Chent
City 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
Professional Services Agreement - City of Denton, TX page 9 of 11
11608 McDougall
Tust~n, CA 92782
Attn Cyd Yamamoto, President
Phone (714) 669-7738
FAX (714) 669-1421
or such other address as e~ther party may designate to the other party hereto ~n accordance
w~th the aforemenboned procedure
12 Interpretation
Whenever possible, each prows~on of th~s Agreement and any Addendum shall be
~nterpreted ~n such manner as to be vahd and effective under apphcable law If any
prows~on of th~s Agreement or any Addendum shall be unlawful, void or for any reason
unenforceable, ~t shall be deemed separable from, and shall ~n no way effect the vahdlty or
enforceabihty of, the rema~mng portions of th~s Agreement, and the nghts and obhgat~ons of
the parties shall be enforced to the fullest extent possible All capbons are for the
convenience of reference only and shall be d~sregarded ~n ~nterpret~ng th~s Agreement
13 Entire Agreement
Th~s 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 wntten
agreements heretofore entered ~nto between the part~es This Agreement and the
Addendum(s) cannot be modified or terminated or any performance or cond~bon waived, ~n
whole or ~n part, except by a wntlng signed by the party against whom enforcement of the
modification, termination or waiver ~s 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 cond~bon
14 Execution and Counterparts
Th~s Agreement and any Addendum hereto may be executed m any number of
counterparts, each of which shall be deemed an ongmal, but all of which shall consbtute one
(1) and the same ~nstrument The parties hereto acknowledge and agree that the md~wdual
executing th~s Agreement on behalf of such party has the requisite authonty to do so
15 Governing Law
Th;s Contract ~s entered into 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 ~s subject to and ~s to be
construed, governed and enforced under all apphcable State of Texas and federal laws If
legal action Is necessary to enforce this Contract or any attachment, exhibit or addendum
thereto, venue shall I~e exclusively ~n the courts of Denton County, Texas
t6 Attorney's Fees
If e;ther party hereto recurs 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 ~njunct~ve
rehef for breach of th~s Agreement or any Addendum hereto, ~t ~s agreed that the successful
Professlenal Services Agreement - City of Denton, TX page 10 of 11
or preva~hng party shall be entitled to reasonable attorney's fees, expert w~tness fees, and
other costs ~n addlbon to any other rehef to which ~t may be entitled
17 Severablllty
If any prowslon of this Agreement ~s found or deemed by a court of competent
jurisdiction to be mvahd or unenforceable, ~t shall be considered severable from the
remainder of th~s Agreement and shall not cause the remainder to be ~nvahd or
unenforceable In such event, the parties shall reform th~s Agreement to replace such
stncken prows~on with a vahd and enforceable prows~on which comes as close as possible
to expressing the intent~on of the stncken prows~on
18 Compliance With Laws
Consultant shall comply w~th 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 requ;red hereunder, Consultant shall not discnm~nate
against any person on the basis of race, color, religion, sex, national ong~n or ancestry, age,
or phys;cal hand~cap
20 Assignability
Consultant shall not assign any ;nterest m th~s Agreement, and shall not transfer any
~nterest ~n this Agreement (whether by assignment, novation, or otherwise) w~thout the pnor
wntten consent of Chent
21 Modification
No waiver or modification of this Agreement or of any covenant, condlbon, or
hm~tat~on here~n contained shall be vahd unless ~n wnbng and duly executed by the party to
be charged therewith, and no ewdence of any waiver or modification shall be offered or
received ~n ewdence ;n any proceeding ans~ng between the parbes hereto out of or affecting
this Agreement, or the rights or obhgat;ons of the parbes hereunder, and unless such waiver
or mod~flcetlon ~s in wnt~ng and duly executed, and the part~es further agree that the
prows~ons of th~s section will 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
B
Exhibit A - Addendum A to Contract
Exhibit B - Description of JD Edwards Software Suite
Exhibit C - Functional Requirements for JDEdwards Software Implementabon
Exhibit D - Explanation of On-Track Implementation Methodology
Consultant agrees that Chent shall, until the expiration of three (3) years after the
final payment under this Agreement, have access to and the nght to examine any
d~rectly pertinent books, documents, papers, and records of Consultant mvolwng
Professional Service_~, Agreement- City of Denton, TX page 11 of 11
C
D
transactions relating to this Agreement Consultant agrees that Client shall have
access during normal working hours to all necessary Consultant facdlt{es and shall
be, provided adequate and appropriate working space ~n order to conduct audits ~n
complmnce w~th th~s section Client shall g~ve Consultant reasonable advance not,ce
of Intended audits
Consultant shall commence, carry on, and complete any and all projects w~th all
applicable d~spatch, ~n a sound, econom~cel, and efficient manner and in accordance
w~th the prowmons hereof In accomplishing the proJects, Consultant shall take such
steps as are appropriate to ensure that the work ~nvolved ~s properly coordinated
w~th related work being carried on by Chent, prowded, however, Consultant shall not
be in breach of th~s Agreement or an Addendum ~f ~t ~s unable to commence or
complete ~ts work due to a confhct w~th emst~ng or future work conducted by the
Client
Client shall assist Consultant by placing at Consultant's d~sposal all avadable
~nformat~on pertinent to the ProJect, ~nclud~ng prewous reports, any other data
relative to the ProJect, and arranging for the access thereto, and make all prowmons
for Consultant to enter ~n or upon public and private property as required for
Consultant to perform services under th~s Agreement
IN WITNESS WHEREOF, the parties hereto have executed th~s Profesmonal Services
Agreement as of the date first written above
for Client: City of Denton, TX ~
s,gne,,,/,/_ I /1"
name Michael W. ~z
title City Manager
date April 4, 2000
for Consultant Access Technologies, Inc
s,gnad
.a e
btle
date :~ / ¢EfO0
APPROVED AS TO LEGAL FORM
HERBERT L PROUT_y~._~_~TTORNEY
/
PROFESSIONAL SERVICES AGREEMENT ADDENDUM A
between
Cr~y of Denton, Texes ("Chent~)
and
Access Technologies, Inc ("Consultant~)
Th~s Professional Service Agreement Addendum is an ~ntegral part of the Agreement dated
January 1, 2000, between the City 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 services
Term
· Start Date March 1, 2000
· End Date January31, 2001
ATI staff vail be ready to begtn providing ~mplementat~on resources wrthln three (3) weeks of
a mutually agreed upon date In the event ATI determines that the effort as set forth here~n
wdl not be completed by the agreement upon Phase dates, ATI shall notify CLIENT of such
promptly upon such daterm~natmn Such not~ce shall also ~nclude ATrs rewsed estimated
complebon date
ATrs management team wdl initiate the proJect by traveling on s~e to work w~h CLIENT to
begin developing the Dataded Project Plan and discuss the delivery of services
Prolect Sco~e
The project scope w~li include the follo~ng services
· Provide direction and coaching in the use of JDEdwards World Solutions Company
software function
· Assist CLIENT project teem(s) ~n evaluating their current implementat~on status and
completing the effort remaining to successfully implement the JDEdwards World
Solutmns Company software
· All servmes shall be performed under the supervision and direction of a Certd~ed Public
Accountant (CPA) to review the Implementabon of the chart of accounts, restatement of
h~stoncel financial information after conversion, and address process changes
necessary to conform to FASB and GASB reqmrements and pronouncements as
deemed necessary
· Acc, e~e Technologies, Inc will provide one hundred and sixty (160) hours of
Veronica Zlmmerman's time to the City of Denton, free of all charges
Technical Activities
· ATI and/or ~s subcontractor will assist the CLIENT ~n developing a detailed technology
implementabon work plan, spec,|fymg the timing of ATt involvement and establmh~ng
target dates for project milestones
· ATI and/or fm subcontractor w~ll provide a Pre-System Installation Audff
· ATI and/or its subcontractor wdl prowde CNC Installation and Setup acbv~es of the
OneWorid enwronment
PSA Addendum A
C~ty of Denton, Texas
· ATI and/or its subcontractor Mil prowde a Post Prototype Review of the technology
environment to insure that the techmcal infrastructure for OneWorld ~s functioning as
designed
· ATI and/or its subcontractor w~ll provide Production Planning and rollout tasks to prepare
the OneWorld enwronment for hve production act~wty
· ATI and/or it subcontractor Mil 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 w~ll also tramg the
CLIENT in the usage of the JDEdwards Batch Processing programs
A hcatlo Activit~e
· ATI Mil assist the CLIENT in developing a detailed software implementat~on work plan,
spec~ylng the timing of ATI and/or its subcontractors involvement and estabhsh~ng target
dates for project milestones
· ATI and its subcontractors will follow the Implementabon Approach defined w~thln
Attachment A
· ATI and its subcontractors will assist in the Implementabon of the following software
applications using a phased approach, as defined below
Phase I
Go-Live Oct q, 2000
Phase II
Go-Live Jan 1,2001
Address Book, Accounts Receivable, Accounts Payable,
General Accounting, Budgeting, Fixed Assets,
Procurement, Inventory Management and Warehousing
Payroll, Human Resources and HR Benefits
Implementation Aaoroach
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 ~mplementaflon The actlvRles in the project w~ll include software installation and
configuration, apphcetlon and technical training, apphcaflon and technical consulting and
project management services
Kev Asaum~tions
The Addendum A has been developed based upon the following assumptions, changes to
which may increase price and/or effect the proJect schedule
1
2
3
Customer has completed an ProJect Planning Meeting (PPM)
The CLIENT and ATI will re~nforce dec~sions regarding CLIENT resources and
ava~labllAy reached dunng the Project Planmng Meat~ng dunng the ~mplementat~on
It ~s Access Technologies understanding that the CLIENT ~s assuming full-time project
management respons~b~hty under the leadership of Alex Pettit The proJect management
team w~ll be responsible for
· Rewew progress of ~mplementat~on and assist w~th problems which delay progress
· Ensure that the vis,on, business plan and processes are current and ~ncluded in the
~mplementatlon
· Identify addlbonal project team training needs
Access Teohnologms Inc Professional Senaces Agreement Addendum Page 2
· Management of secunty plan ~nclud~ng who controls set up
· Issue documentahon and resolution
· Prepare procedure manual format
· Maintenance of detaded technology ~mplementahon plan
· Maintenance of detailed apphcet~on implementabon plan
· Management of end user training
· Management of phased rollouts
PSA Addendum A
C~ty of Denton, Texas
Management of conversion process
Communicate project status and ~mplementabon schedule to all the appropnate
parties
PrQlect Risks
Every project ~nherently includes several types of nsks, includtng schedule nsk, budget nsk,
nsk of prowded solutions note being accepted by users and many others We, Access
Technologies and CLIENT wdl conbnuously look to identify any potential nsks, ident~fy and
select opbons to reduce or ehmlnate the risk and then ~mplement the solutions The joint
management function is based largely on managing these nsks by
· Establishing a skilled and expenenced project team, superwsed by CPA professionals
· Bnng technical software and hardware sYalls into the project team
· Enhst~ng the support of top management for resource comm~ments to the proJect
· Involving the user commun~y and its representatJves in all aspects of the project
· Documenting status ~nformabon and open ~ssues on a timely basis, and working to
resolve those issues quickly
A;ce;s Te~hr~oloales Responsibilities
Access Technologies role in the project ~s descnbed above and w~h~n Attachment A, the
OnTrack Definitions We vail serve ~n a support role, prowdlng system mstallahon,
configuration and consulting services at your d~rect~on and request
AcCel; Technolo(des steffinu
Consultant Title H0urlv 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 Reanonalblllties
Access Technologies Inc Professtonal Sennces Agreement Addendum Page 3
2
3
4
5
6
7
PSA Addendum A
C~ty of Denton, Texas
CLIENT will prowde access to database admimstrators, application leads, system
administrators and project management as necessary to fa~litate software set up and
configuration, environment sat up and all apphcatlon ~mplementat~on steps referred to
hereto
CLIENT vail prowde full-time project management services as defined above
CLIENT ~11 provide sufficient resources to enable that the project set up, completion
and testing can be done with the proJect t~me frame
CLIENT will prowde personnel to complete and/or assist in the wnt~ng of data~l
procedures for use by end users
CLIENT w~ll provide sufficient commitment of personnel to_perform any manual or
programmatic data conversions required
CLIENT v~ll prowde sample data to execute both the prototype and integrated
acceptance tests
CLIENT will prowde on-site facilities for all ATI project team members which w~ll include
· Work Area
Telephone Access
Analog phone line access
System secunty and access Ids
· Access to facilities
. Parking
· Fax, copying and pnntmg capabilities
ATI's proJect pnce includes all of the ATI resources to be prowded for the scope of serwces
defined here~n
Th~s Professional Services Agreement Addendum ~s supplementary to, but does not replace
your Professional Serwces Agreement w~h our company Please refer to th~s Agreement for
d~scuss~ons on b~lhng issues
Dunng the ProJect Planmng Meeting we have developed an Implementation Strategy
Document (Attachment B) and have estimated Access Technologms efforts through the
vanous phased go hve steps of the project We estimate that Access Technologies
~mplementat~on serwces, installation, training through the Go-Dve will cost approximately s~x
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 ~es bus~ness enwronment Many factors can account for changes ~n
the time and cost of installing and implementing JDEdwards software systems, which could
lengthen or shorten the project duratmn and, therefore, have an ~mpact on ong~nal estimates
for Access Technologies consulting services These factors can ,nclude changes ~n the
~nformatlen needs, inaccurate descnptlons of ex~sflng data, suspect data or ~ncorrect level of
detail and others
After the model step is complete ~n the first phase of ~mplementat~on. there will probably be
changes ~n the level of our participation, up or down For the entire project, when the
modeling step ~s complete in each phase, we will meet with you and the project team to
discuss any proposed changes before proceeding
Access Technologies Inc Professtonal Services A~reement Addendum Page 4
PSA Addendum A
City of Denton, Texas
Access Technologies recommends as part of the ~mplementat~on and tnstallat~on of your
JDE L~censed Products, that the CLIENT operate the L~censed Products m parallel w~h the
CLIENT'S,ex,sting computer software system until the CLIENT has sat~sfactonly completed
the ~mplementat~on
Chanties and Additional Work
No modn'lcat~on or change to th~s Addendum w~ll be b~nd~ng on e~ther party unless
acknowledged in wntlng by their duly authonzed representatives
For Access Technologies
Acceotanoo-'
Access Technologies, Inc
S~gned
Name
Title
Date ~-,~--0o Date April 4, 2000
CLIENT may, at any time, request that Access Technologms perform additional work
beyond the scope of the proJect work, hereinafter referred to as a "Change Order"
Compenest~on for each such Change Order w~ll be negotiated by CLIENT and Access
Technologies consistent with the compensation prowslons set forth m the Professional
Services Agreement and, if so authonzed, 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 wntlng
Access Te¢lmolog~es Inc Professional Servmes Agreement Addendum
Page 5
Appendm B
The foll0wmg is a hstmg of JDEdwards software modules to be ~mplemented at the C~ty of
Denton, pursuant to the ~mplementatlon 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 Repomng (CAFR, PAFR, and SEA Models) (System 83, JDE Release
B733 2)
8 F~xed 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 (HR_M) (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 State
26 CBT for Distribution State
27 CBT for Manufaetunng State
NOTEI The city will lmtlally 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 (l 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 bas~s, accrual basis, and/or year-end accrual bas~s
7 Supports reporting on a GAAP and budget bas~s
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
l0 Supports all basle transactions 0 e, Journal entries, Automated disbursements, Cash
reeelpts, ete ) 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 Recurnng Journal Entry function
16 Automatic calculation and posting of accrued payroll
17 Interdepartment charge-back (cost allocation) option
18 Provides a variety of onhne mqtury optaons and tables - online general ledger, budget
status and detail, project status and detail, balance sheet, income statement, ete
19 Supports pnor year encumbrance roll-forward
20 Relational database
21 Ad-hoc reporting function which supports financial and statistical modehng 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 Summanes
Cash Flow
23 User-defined roll-up reporting
24 Supports extract ofonhne anformatlon to Excel spreadsheet
25 Ablhty to tailor menus to individual users
26 Ability to customize reports and tables
Exhibit C - Page 1 of 7
27 CBT trmmng 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 pnnt checks at any location
2 Ability to void checks
Duphcate invoice chechng
4 Three-way match with budget check at any prescribed level
Multiple bank accounts supported
6 Payment scheduhng
7 Ability to support scannang 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 St~pports separate check option and multiple invoices per check
16 Fully integrated with General Ledger, Fixed Assets, Procurement and Inventory
17 Drill down optaon usable from General ledger to Accounts Payable module
18 Online payee history
19 Extensive on-line inquiry provldang vendor and payment reformation from various
VIEWS
20 S~andard reports to include
a Check Register
b Aged invoices report
e Outstandang cheeks report
d 1099 Report
e Vendor reports
f Encumbrance listing
Accounts Receivable
1 Informatton may be requested m detml, summary, aging or bllhng format in customer
name, department, division or customer ID order
2 User defined aging periods
3 Fully integrated w~th the General Ledger
Exhibit C - Page 2 of 7
Ability to pnnt invoices at user's location
User controls billing periods and amount of on-hne history maintained
Cash Receipts automatically updates the Accounts Receivable files
Receipts may be pnnted on-hne
Automatically assigns invoice numbers
Ability to produce Reeurnng Invoices
10 Ablhty to pnnt invoice summaries and statement of charges for a customer account
11 Ablhty to create user-defined payment plans
12 Thxrd party billing allowing duplicate bills to be sent to several entitles
13 Drill down function from GL to A/R
14 Standard repons
a Statement of Charges
b Detail Listing of Invoices by Name
c Aged Invoices
d Detail Listing of Invoices by Account number
e Bflhng 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 facthtate "What IFg" 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 St~pports budgeting, expending, encumbenng and controlling at different levels
11 Salary foreeastmg/proj eetion cepabfllty
12 Supports global budget changes
13 Download/Upload capabthty to PC's
14 Budget preparation screens which show user selected budget/actual history
15 Standard reports for budget preparation and budget momtonng
Purchasing:
1 Supports remote entry of purchase requisitions
2 "Workflow" option for approval onlme by management and routing to several areas
3 Ability to track items through the recelvmg 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 F~xed Asset
systems
6 Funds are encumbered automataeally upon entry of a Purchase Order
7 Accommodates quantity d~seounts and freight charges
8 Multiple vendor addresses are supported
9 Interfaces w~th Commodity and Vendor files
10 Descriptive mformat~on may be entered for any ~tem
11 Supports standard reports and online ~nqmry for
a Outstandmg encumbrances/PO's
b Change order log
c Approval reports
d Reeexwng reports
e Purchase request lnfonnatlon (summary and detml)
f Purchase order ~nformatxon (summary and detail)
g General ledger reports with summary encumbrances by account
12 Encumbrance act~wty ~ncluded xn General Ledger ~nqmry
13 Budget verification upon entry of purchase order request w~th option to lock-out if
funds not avmlable
14 Supports part~al or full un-encumbrance or adjustment
15 Unhm~ted amount of general ledger account numbers for a single PO
16 On-hne h~story can be malntanned for any period desired by the user
Fixed Assets:
1 Momtors and reports on all capitalized and non-capitalized fixed assets
2 Performs depreclat~on calculations and makes all required entries to the general
ledger
3 Flexible and Interactive retrieval of information from the Fixed Asset database
4 System mmnta~ns a chronology of the asset's location by employee, room, bmldmg or
lot
5 Asset reformation extraction for reporting or lnqmry by any of the following criteria
Asset ID's, location, acqmslt~on dates, deletion dates, book value, market value, purchase
price, deprecmt~on code, PO number, maintenance dates, project codes, warranty dates
and installation dates
6 Depreciation calculations include Strmght hne, Sum of the Years D~g~ts, 150% and
200% Declmmg Balance
7 Supports parttal year depreciation
8 Audit trail of all entries posted to the General Ledger
Stores Inventory.
1 Supports the three major fimct~ons of receiving, ~nventory 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
cntena
5 Allows for multiple types of Pricing calculations using various system generated
vanables such as carrying cost, warehouse overhead, ordenng 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 hfe of a product
8 Automatically calculates and updates Last Order date, Last Order Quantity, Last Umt
Price, otc
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
functmns
12 Extensive online ~nqmry and reporting for product, vendor, customer, ~nventory,
warehouse and transaction ~nfonnatmn
13 Generates P~ck Tinkers for ~tems ordered as they will be found ~n the warehouse
Human Resource Information System:
1 Employment/Recruitment - Takes md~wdual from point of apphcatlon to the
interview through rejection or employment w~thout duphcate data entry
2 Identffies demographm ~nformat~on concerning the employee, family and other
personal data
3 Potation Control/Budgeting - ~dentffies past, present and future positions w~th
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 object~ves, plans and progress
5 Tracks any number of user defined types of leave w~th start and end dates, accruals,
reasons and approvals
6 Mmntoans up to the m~nute deduction and benefit ~nformat~on with status, YTD
withholdings and all tax reqmmments
7 Moantmns all OSHA reqmred ~nformat~on
8 Maintains a tustory on all employee trmmng, dates, locations, certfficat~ons and
licenses
9 On-line ~nteractlve inquiry and reporting abd~ty which allows for selection of
~nformatlon from the data base based upon user specified values
10 Ma~ntmns all retirees, benefit levels, vesting, retirement and early retirement dates
11 H~story logging such that information may be reported "as of' specific dates
12 Employment Separatmn - ~dentffies separated employees, dates, reasons, checkout
procedures, and ehg~blhty 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 sawngs bond programs
3 D~rect integration to the General Ledger, Job/Project Ledger, Position Control and
Human Resources Information system
4 Comphes w~th FLSA regulations
5 Supports dmly, weekly and pay period t~me card entry while denwng overtime hours
and rates based on roles defined by the user
6 Exception t~me entry only reqmred
7 Pnnts checks on demand to a designated workstation pnnter
8 Supports multiple checking accounts and automatic bank tape reconciliation
9 Automatxc labor d~stnbutxon to General Ledger and Job Ledger
10 Processes and records non-payroll reformation such as COBRA
11 Supports m~d-penod hinng/termmatlng payroll process
12 Supports magnetxe med~a reporting to state and federal agencies
13 Supports multxple versions of user defined salary and rate table
14 Supports multiple general ledger d~stnbutlons per paycheck
15 Unhm~ted history based on user defined levels
16 Supports garnishment dxrect deposxts
17 Tracks vacation and sick t~me totals, s~ck pool accumulations, total t~me lost by
employee, FMLA, Workers Compensatxon, long term d~sablllty and leave of absence
18 Supports mqmry and reporting abflxty for user defined Information
19 Provides the following standard reports
a Payroll Check register
b Payroll deductaon register
c Payroll earning register (labor distribution)
d EEOC reports
e Quarterly 941's
f Annual W-2's
g Orgamzatlon chart
h Spec~al~zed state and local reports
i Employee reports showing all payments, deductions, and contnbutlons for an
upcoming pay period
j Superv~sor's reports showing all hours
Position Control.
1 Ablhty to create and model budgets based on job and posit~on assignments
2 Ability to create line ~tem budgets m 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 mmntalned on an FTE basra
6 Supports salary saving calculations
7 Salary "step" increases are automatically mmntalned
8 Benefits can be defined as a percentage of salary or a strmght dollar mount
Different benefits can be defined for regular and overtime pay
9 Allow salary budgets to be adjusted up or down by a fixed percentage
10 Current and future years maybe accessed simultaneously
11 Unfilled posat~ons may be budgeted
12 Salary and FTE hmxts may be set at the job and/or position level
13 Supports "What xf' scenarios
14 The following reports are prowded
a Benefits by Job
b Pos~txon Number by Account
c Position Changes between years
d Pos~txon number by department
e Salary Planmng Worksheet
f Salary Budget by Positions
g Salaries and FTE by Account
h Salary Project~on
Salary-to-Actual
Exhibit C - Page 7 of 7
27471Almendra
Mission V~o, CA 92691
Phone 949-587-1485
Fax 949-587- 0989
Explanation of
OnTrack Implementation Methodology
And the corresponding Milestone Definitions
Purpose
The purpose of th~s document is to provide a comprehensive descnpbon for each step of
OnTrack, the ~mplementat~on methodology used by Access Technologies, Inc and recommended
by J D Edwards World Solubons Company In addition, this document d~scusses each of the
tasks that must be accomplished w~th~n the five (5) Ontrack steps
For each phase of the ~mplementat~on these steps and tasks will be duplicated, many bmes
s~multaneously Complebon of a step, task or set of tasks w~ll ultimately be used to determine
whether a m~lestone ~s complete and the ability to move forward to the next step
As described in the Implementation Strategy Document (lSD) the five (5) major steps, and
associated tasks, of a successful J D Edwards ~mplementat~on are,
1 DEFINE
The "Define" stage of an OnTrack Implementation ~s represented by two (2) tasks, each task
representing a critical element w~thm the step Effectively the step ~s best described by the
term "setbng of expectabons", as the expectations of the client will drive the remainder of the
steps and the success of the ~mplementabon There three tasks to be completed w~th~n the
"define" step,
Project Strategy Workshop
The first task w~thln the Define step ~s to perform the Project Strategy Workshop (PSW)
In this one to two day session the ~mtlal expectations described ~n the Imbal Scope and
Rewew session are reviewed, expanded upon, agree to and put rotc pnnt via the
Implementation Strategy Document (lSD) Th~s becomes ground zero for the
~mplementat~on and all other acbvlt~es are driven upon the mformat~on contained w~thm
Changes to the any part thereof are reflected m Change Orders, although these may not
translate into dollar or hours variances but s~mply a change in the scope of the project
The milestone ts complete once the Implementation Strategy Document (lSD) has been
reviewed and approved by the Executive Steenng Committee
Develop a Detailed Project Plan
This second task ~s to development a project plan using M~crosoft Project Management
The plan w~ll define each of the OnTrack steps, along w~th their respecbve tasks,
including an anticipated start and stop date, resources and the estimated number of
hours projected to complete the stop and/or task Where appropriate the task will be
Page 1 of 8
further broken down into detailed "Action Items" that must be completed to constder the
task complete
This plan will be rewewed with the Project Manager (Chant Project Manager) for
acceptance and finally presented to the Steenng Commdtee for final approval and
initiation
The milestone ts complete once the Project Plan has been revtewed by the Team
Leader(s), Project Manager(s) and approved by the Executtve Steering Commtttee
Schedule Training Claesee
The final task ~nvolves scheduling the client's employees for their respecbve tra~mng
classes The name of each class and your suggested trainee was d~scussed dunng the
ProJect Strategy Workshop, th~s task ~s s~mply the logical extension of th~s d~scuss~on To
accomplish this task a spreadsheet w~ll be created that w~ll hst the trainee names and
class names and the training dates will be ~ncorporated ~nto the spreadsheet as
arrangement are made Unfortunately th~s ~s a moving target, and therefore the
m~lestone will be represented by the ~nibal agreement of the training bmehne As changes
occur there w~ll be no add~bonal charges ~ncurred
The m#estone ts complete once the mltfal training schedule has been revtewed and
approved by the Project Manager(s)
2 TRAINING
3
Th~s step has only one real task, to train the employees of the chant Training classes may
edher be classified as Scheduled or Custom, the difference being the employees taking the
class at a JDE training center during a predeflned bme frame Whereas a custom class ~s
just that, custom~zed specifically for the client and only their employees participate ~n the
traimng Dependent upon the project time frame and number of phases w~th~n the
~mpiementat~on th~s step could last anywhere from two months to over a year The tra~mng
sohedule as developed dunng the Define step w~ll d~ctate how quickly the tra~mng w~ll occur
There ts no m#estone associated wtth thts step of the tmplementatton
MODEL
The "Model" step of OnTrack ~ncorporates all of the components from learmng about the
client to the acceptance of the software In prior years th~s step was referred to as "Parallel
Processing" in which the data being entered ~nto the legacy system ts also entered ~nto the
new system, and the results are compared against each other for cohesiveness Today the
"Model" step is best described as a "d~splay of the wares", as the full feature/funcbonal~ty of
the software is put on d~splay for the chant to rewew, cnbc and determine ~ts compahb~lity
The "Model" step has ten (10) tasks that must be completed prior to ~ts complehon,
Composer / latervlew Questions
Task one ~nvolves ~nterv~ew~ng the key parhcipants of the ~mplementat~on For our
purposes these interviews w~ll fall ~nto the following broad categories equal to the
applicabons pumhased by the chent This can e~ther mean rotting w~th the chant and
executing Composer and its components, or ~nterview~ng the respecttve participants
about their needs, desires and expectabons if Composer ~s used the ~mbal set up of the
systems w~ll occur during the sessions and a consultant ~s only needed to rewew the
results If the option ~s taken to use Interview Questions these sessions generally take
one or two days per applicabon followed by two days to rewew the results and complete
the documentation
Page 2 of 8
The m#estone is completed once the mterwew 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
chent Effectively the more the consultant's know about you the better ~t w~ll be for the
~mplementat~on Information that ~s accumulated w~ll then be used to refine the software
to better meet the needs of the chent Th~s means learning about your current processes,
how you would hke the processes to change ~n the future and understanding what the
expectations of the software are Generally th~s task ~nvolves further d~scuss~ons w~th the
key client participants or the members of the project team, rewewing the Statement of
Work (SOW), ff available, or reviewing the completed Request for Proposal (RFP)
The milestone is completed once the exlstmg business processes are revtewed, the
Statement of Work or Request for Proposal has been rewewed and any new bus~ness
processes have been documented and rewew by the Team Leader, Project Manager and
approved by the Executive Steenng Committee
System Definition and Review
The third task involves setbng up the back office operations (constants) for the respective
applications Th~s 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 ~n the entry of the informabon, or actually enter
the data Once the constant is set up the results will be reviewed with the appropriate
personnel from the chent
Generally this task does not ~nclude 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
>* ActMty Rules, as these evolve throughout the ~mplementaflon process
)* Work Flow, which ~s defined throughout the Conference Room P~lot
The m#estone ~s complete once the mrtlal set ul) of the constants has been f/nallzed,
rewewed and agreed upon by the Team Leader(s), Project Manager(s) and approved by
the Executive Steenng Committee
Script Preparation and Approval
The fourth and one of the more critical tasks tn the "Model" step is the preparation of the
Conference Room Pilot scripts A script ~s a document that idenbfies 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 scnpt, no matter how small
or insignlflcent There are many ways to ident~fy what should be translated ~nto a script
and generally the client will need to use every available method, as no one method will
prowde 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 ~tem
~. Request for Proposal (RFP) - tdent~fy the processes or tasks that the client deems
mandatory and/or necessary and prepare a scnpt for each ~tem
Page 3 of 8
Job Respons~b~l~bes - based upon the job descnpbons 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 ex~sbng menus and ~dentffy the
tasks that currently are preformed Generally you will be doing the same th~ng, but
maybe ~n a d~fferent manor
> End User Documentation - have your current employees document their job, being
very specific The various tasks will generally equate to a script
Uitimataly each of these scripts will be tested during the Conference Room P~lot If, by
chance a task ~s over looked the effects could be s~gmflcant once the software is brought
I~ve, as changes m~ght have to be made after set up and conversion ~s complete
Scripts are generally developed ~n I~ne w~th the apphcations being ~mplemented, so a
complete book of scripts, ~ncludlng a h~gh level summary, will be created for each of the
follow~ng applications,
Address Book
Accounts Receivable
Accounts Payable
Payroll
Human Resources
~,enefits Administration
General Ledger
Budgebng
Rxed Assets
Work Orders
Job Cost Accounting
Inventory Management
Procurement (w~th or w~thout Inventory)
Electronic Data Interchange (EDI)
A primary example of a script ~s the entenng of an ~nvo~ce for Accounts Payable A
complete set of scripts for th~s process would ~nclude the receipt, approval process,
coding process, entry ~nto the system, rewew of the invoices entered and f~nally the
poshng for the submd~ary ledgers
In addition, parallel data, transacbons that are to be entered, tested and venfled, must be
Identified and prepared for prccess~ng dunng th~s task Th~s 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), A TI Consultant(s)
and approved by the Execubve Steenng Committee
Conference Room Pilot / Acceptnnce
The fifth task of the "Model" step ~s by far the most cnticai, the Conference Room Pilot
All of the energy spent thus far ~s accumulated and put into play here The CRP replaces
the old "Parallel Process" from years past, although the results remain the same Dunng
the Conference Room Pilot (CRP) each scnpt ~s tested, sometimes by multiple users,
until all facets of the process, task or software have been completed - th~s represenbng a
modular test of the software The results of each test are documented upon the ong~nal
script and combined to execute a fully mtegreted test of the software As defined ~n the
next task, any ~ssues resulbng from the testing ~s documented and the results may
determine whether changes should occur to the software, bus~ness processes are to be
changed or the client will simply accept the results "as ~s"
The milestone ls complete once the Conference Room P#ot rewews have been
completed (Solution Assurance Step) and the results have reviewed and approved by the
Executive Steenng Committee
Page 4 of 8
Dooument Issues
The sixth task actually begins dunng task two, Bus~ness Process Workshops, and
continues to work m parallel with tasks three, four and five Here the chent w~ll document,
using a standard form, any ~ssue that ~t encounters These may involve the software,
their department, a process, who ~s responsible or how the chent completes a task or set
of tasks As w~th many other things an ~ssue works in conjuncbon with a scnpt, as ~ssues
generally precipitate a script
In any implementabon there are always issues As w~th scripts, ~ssues are generally
categorized by apphcabon or funcbonal group To accommodate th~s, we w~ll be creating
a booklet of the ~ssues w~th a corresponding issue summary log and w~ll be available to
all the ~mplementat~on participants
The mtlestone ts complete once the Conference Room P#ot revtews have been
completed (Solubon Assurance Step) and the results have rewewed and approved by the
Executive Steenng Commtttee
Identify / Scope / Construct Software Modifications
The seventh task w~thln the "Model" step is to identify any potential modifications to the
software, then proceed based upon the prewously agreed upon modification policy As
with the a;xth task, th~s task begins during the fifth task, the Conference Room Pilot
During the CRP ~f an issue is identified and it can't be resolved with the standard software
and request for modlflcabon will be presented to the respective Team Leader The Team
Leader will be responsible for doing their due diligence, which includes scoplng out the
proJect and justify ~ts need All of this must be completed prior to presentation to the
Exeoutive Steenng Committee If, and only ~f the Executive Steenng Committee
approves the mod;flcatlon will the approval be given to develop the program or change an
ex~sbng program
The milestone ts complete once the tndtwdual modtficattons are completed, tested and
approved by the person tmttating the request, the Team Leader and the Project Manager
NOTE that each modification request w#l be handled independently, as the scope of the
project will determine tts duration
CNC Technology Conference Room Pilot
The e~ghth task w~thln this step is to p~lot of hardware and certain techmcal process of the
OneWorld software The prehm~nary tuning ~s done so that the system functions at ~ts
absolute peak Th~s w~ll ~nvoive having a CNC speclahst assist dunng the tesbng of
certain apphcat~on functions so that the day-to-day performance of the software isn't
hindered by the volume of transacbons being processed, the number of attachments or
the number of t~mes the internet ~s being accessed Some of the tasks to be performed
here are,
Periodic CRP status / planmng meetings
Evaluate data rephcabon strategies
Evaluate remote / local execution of UBE's and BSFN's
Implement and Test OneWorld Secunty
Evaluate requirements for transaction processing and ~mplement
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 admtmstrabon procedures
CRP Review and Production Planmng Meebng
Page 5 of 8
The milestone is complete once the CNC consultant completes his/her assessment of the
hardware, makes their correctlons and submits the results to the Information Systems
department for rewew and approval
Develop Documentation Manuals
The ninth task ~s to develop new documentatton for the chant Once again the
development of new documentation should have begun early ~n the ~mplementat~on as
processes are ~dent~fled and tasks are being clarified Th~s activity encompasses two
unique types of documentation,
Business Processes - this ~nvolves documenbng how transactions flow through the
system, its workflow At its best flow charts are created These process were ~dentlfled
throughout the implementat~on and fine-tuned during the Conference Room Pilot
Program Guides - here the chant must document how their programs function, as ~t
applies specifically to the client W~th OneWorld the user may create d~fferent views
of the material, which requires entry of data d~fferently than other JDE chants - th~s
must be ~dent~fled and documented
The milestone is complete once ell of the documentation has been completed and the
results have rewewed by the Team Leader(s), the Project Manager(s) and approved by
the Executive Steering Commlttee
Develop Conversion Plan~ Construction, Test and Acceptance Programs
The tenth and final task within the "Model" step is preparation for the conversion of your
h~storical data Th~s is accomphshed by completing the following action ~tems,
Determine what, ~f any, data is to be converted Within J D Edwards there are a
significant number of files carrying master file informat~on and the corraspond~ng
h~storical data Each of the files, or groups of files, must be ~dent~hed and the chent
must dec,de whether the data ~s to be converted and then the method of conversion,
either programmat~cally or manually
If the data ~s to be converted automatically (v~a a program) a specification must be
created to determine exactly what ~s to occur, when ~t ~s to occur and how It ~s to
occur Once complete the specification ~s then approved by the respective leader of
the application group and the Team Leader
Once the specification is approved the program wdl be assigned to a programmer,
either an internal resources or an approved external resource Th~s person will
construct the program and execute a modular test of ~ts functions
After the program is constructed ~ts wdl be passed on to someone within the
responsible apphcat~on group to complete the ~ntegrated testing and final
acceptance
The milestone is complete once the converston program is fully tested, in an ~ntegrated
environment, and the results have rewewed and approved by the Team Leader
4 Configure
The "Configure" step of OnTrack provide time whereby all rema~mng elements perta~mng to
the implementation of the software can be accomphshed and the chant is ready to cut-over
and begin procass~ng their transactions on the JDE OneWorld software The "Configure" step
has five tasks that must be completed pnor to ~ts completion,
Issue Resolution
The first task within the "Conhgure" step is to resolve any outstanding issues from the
"Model" step of the implementat~on Throughout the prewous steps the chent has been
Page 6 of 8
documenting any ~ssues 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 s~mply couldn't be resolved dunng 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 trensact~ons are processed through the system, but either way the ~ssue ~s
clarified and resolved to the satisfact~on of the Executive Staenng Committee
The milestone rs complete once afl of the issues that were outstanding from the previous
On Treck steps have been resolved and the results have reviewed and approved by the
Executive Steering Comm~ee
End User 'l'ralnlng
The second task ~n the "Configure" stap ~s to tram all of the chent's remaining end users
Tra~mng requirements w~ll be based upon the Phase and apphcat~ons being ~mplemented
Generally this ~s done using an Internal trainer, either the Team Leader or someone
designated by the Team Leader as the person, or persons, who w~11 fulfill th~s task
Assistance by ATI should be hm~ted here to s~mply answenng quesbons, not the actual
trem~ng of the users
The milestone is complete once all of the remaining users of the software, by Phase and
application, have received their allotted tre~nlng end the results of said training has been
reviewed by the Team Leader and approved by the Executive Steering Committee
Process Testln9
The third task ~n the "Configure" step is to continue testing the software, but ~n a more
~ntagrated fashion and processing more transactions, ~e - volume testing Th~s task allows
the client's employees to get a better understanding of the software, both ~ts h~gh and Iow
points This also allows the client to get comfortable w~th 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 period of time and all questions and concerns have been
taken care of The individual Team Leaders w#1 be responsible for reporting to the
Executive Steering Committee on the status of this testing and the comm~ee will
approve its comp/etlon
CNC production Planning, Configuration and Setup
The fourth step ~n the "Configure" step ~s to complete the tuning / setup of the hardware
end software The most cnt~cel part of this step is the deployment of the programs and
files to the respective desktops or leptops The tasks to be accomphshed during this step
are,
Producbon Plan Revtew
Production Plan Status Meetings
Continued Performance Tuning
Intagrat~on Testing
Stress testing of object deployment strategies and procedures
Stress testing of server processes and queue designs
Testing of venous procedures (workstation ~nstallahon, adding users, security)
Final Preparatton of production s~tes
Support dunng Production Plan execution and for one week following roll-out
Page 7 of 8
5
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 rewews
and approves results
Readiness Assessments
The final task ~n the "Configure" step ~s the Read,ness Assessments, which ~s one of the
final tasks within the JDE Solution Assurance Here an ~ndependent consultant from
either JDE or ATI will rewew your systems and determine whether the chant ~s actually
ready to go I~ve on the software The outcome of the assessment ~s a standard JDE
document that ~s rewewed by the JDE Client Manager and the ATI Project Manager and
forwarded directly to the client's Project Manager for rewew 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 tn the JDE Solutions Assurance
Go-L ve
The "Go-L~ve" step represents the last step ~n the OnTrack Implementabon process Here
the client begins using the software ~n a I~ve enwronment, replacing their legacy software with
the OneWorld software solubon
Post Implementation Support
The first and only task in the "Go-Live" step ~s to support the client during the imbal weeks
of their going live on the OneWorld software Support dunng go-hve will vary, based
upon the applications being implemented, but generally the client should be prepared to
assume full ownership of the software after recelwng an average of ten hours support
from Access Technologies, Inc, per appllcabon Finally the ATI Project Manager will
perform a Post Implementation Review session, lasting one day to determine the status
of the implementation and ~dentlfy things that could be changed for future implementation
support
The milestone ts 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 Steenng Commlffee
Page 8 of 8
STATE OF TEXAS §
COUNTY OF DENTON §
AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR SOFT~NARE IMPLEMENTATION
Th~s Amended Professional Services Agreement ("Agreement") supersedes the
Professional Services Agreement entered ~nto as of March 1, 2000 ("Effecbve Date") by
and between City of Denton, TX ("Client"), a Texas Municipal corporation, w~th its principal
place of bus~ness located at 601 E H~ckory, Suite A, Denton, TX 76205 and Access
Technologies, Inc ("Consultant"), a Cahforn~a corporabon employing certified pubhc
accountants and computer professionals, w~th ~ts pnnc~pal place of business located at
11608 McDougall, Tusbn, Cahforma 92782
WHEREAS, Chent ~s a municipal corporabon that wants to ~mplement the JDEdwards
software suite descnbed ~n Exhibit B, by ubhzmg h~stor~cal and future data ~n order to
successfully achieve the cntena set forth m Exhibit C, m a fashion that maximizes efficiency
and ease-of-use to the end user, and,
WHEREAS, Consultant prowdes the professional judgment and experbse of accountants
and computer professionals to provide adwce and assistance w~th respect to the mstallabon,
implementat~on, development and modffmatlon 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 such engagement all on the terms and cond~bons set forth below
Terms and Condit,ons
NOW THEREFORE, ~n conslderabon of the mutual promises and covenants hereinafter set
forth, Chent and Consultant agree as follows
1 Engagement
Chent hereby engages the services of Consultant, and Consultant agrees to provide 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 writing by and between the part~es and
incorporated here~n by reference Chent 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
supervision
Amended Profess,onal Services Agreement- City of Denton, TX page 2 of 11
2 Term and Termination
2 1 Term The ~n~bal term of th~s Agreement shall be for a penod of twenty (20) months,
commencing on the Effective Date ("Term") The Term shall automatically be
renewed for successive twelve (12) month penods, unless terminated m 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 expeditiously
as possible and to meet the schedule estabhshed and agreed upon in writing by
Consultant and Chent, acting through ~ts C~ty Manager or h~s designate
2 2 Term~nabon
a) Th~s Agreement may be terminated at any bme by either party upon a material breach
by the other party of any of ~ts obllgabons under this Agreement, and which breach
continues for a period of thirty (30) days following receipt of written nobce of breach If
the breach ~s cured w~th~n thirty (30) days following receipt of nobce of the breach, th~s
Agreement shall continue ~n full force and effect
b) Th~s Agreement may be terminated at any bme w~thout cause by e~ther party upon
thirty (30) days' wntten nobce to the other party
In the event e~ther party terminates th~s Agreement w~th or w~thout cause, Consultant shall
immed~ately 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 Chent, and for reimbursable
expenses incurred prior to the date of termmabon, whether or not they have been reported,
pursuant to Secbon 3 5 below Should Client subsequently contract w~th a new contractor
for the continuation of services on the Project, Consultant shall cooperate ~n prowd~ng
~nformabon Consultant shall turn over all documents prepared or furnished by Consultant
pursuant to th~s Agreement to Client on or before the date of termination, but may maintain
copies of such documents for ~ts use The term~nabon of a Professional Service Agreement
Addendum m no event terminates this Agreement
3 Consulting Fees
3 1 ~sabon 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 Compensabon for Travel Exoenses Wh~le Consultant w~ll use tts best efforts to
reasonably m~n~m~ze 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 wh~le Consultant Personnel are away from home A~rfare
reimbursement shall not exceed to the cost of round-trip coach class a~rfare from
Orange County, Cahfornla 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
Amended Professional Services Agreement- City of Denton, TX page 3 of 11
· M~leage, at 32 5 cents per mile, dnven by Consultant Personnel ~n their own cars
to and from the job s~te, or a~rport
3 3 Compensation for Remote Access Connect T~me In an effort to avoid the cost of
travel, Consultant will endeavor to utilize ~ts technical Consultant Personnel in its fac~ht~es
In order to work efficiently, Consultant Personnel may have to electromcally access Chent's
computer system from Consultant's fac~l~bes The actual charges for th~s connect brae will
be payable by Chent pursuant to Section 3 6 below
3 4 T~me Account~n<~ Reports Consultant Personnel shall prepare and present detailed
Acbwty Summaries and summarized t~me accounting reports to Client on a weekly basis
("Per~od") for ali Professional Services performed during the preceding Penod If Client
d~sagrees,w~th any amounts or figures on the time accounbng reports, Chent shall promptly
nobly Consultant in writing setbng 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 justdy~ng and/or otherwise explain~ng the amounts and/or figures Any d~sputed
amounts and/or figures shall not relieve Chent of ~ts obl~gabon to pay Consultant for all other
amounts ew~ng under the Agreement and/or Addendum
3 5 In¥o~c~no for Services Consultant shall prepare and present ~nvolces to Chent on a
weekly bas~s for all Professional Services performed during the Per~od Client agrees to pay
~nvo~ces submitted by Consultant within thirty (30) calendar days of receipt Unpaid ~nvo~ces
w~ll ~ncur a finance charge on one-and-one-half percent (1-1/2%) per month Partial
payments to Consultant will be made on the bas~s of detailed monthly statements rendered
to and approved by Client 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 Chent may w~thhold the final five percent
(5%) of the contract amount until the Project has been completed, at which ttme two and
one-half (2 1/2%) percent of the reta~nage 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 accepting the Project
3 6 Work Hours Consultant Personnel shall work w~th~n whatever reasonable schedule
~s required to provide the Professional Services and complete the work related to this
Agreemei~t and any Addendums However, ~f Chent requires work to beg~n at the job s~te
before 7 00 a m or to conbnue at the job s~te after 6 00 p m, or ~f Chent requires more than
50 hours be spent by any Consultant Personnel ~n any one-week period, Client must
present Consultant with written notice of any such requirement prior to that requirement
being enforced as a cond~bon of sabsfactory performance Any required work hours shall
include such hours Consultant completes from a remote s~te pursuant to Secbon 3 3
3 7 Nothing contained ~n th~s Article shall require Client to pay for any work which ~s
unsatisfactory, as reasonably determined by the C~ty Manager or h~s designee, or which ts
not submitted ~n comphance w~th the terms of th~s Agreement, provided, however, Chent
shall paylfor all such work that ~s cured to the reasonable sabsfachon of the C~ty Manager or
h~s des~gr~ee or which ~s subsequently submitted pursuant to the terms of th~s Agreement If
Consultant ~s ~n material default of th~s Agreement, Chent shall not be required to make any
payments to Consultant unbl such time that such default ~s cured
Amended Professional Serv,ces Agreement- City of Denton, TX page 4 of tl
3 8 It ~s specifically understood and agreed that Consultant shall not be authorized to
undertake any work pursuant to this Agreement which would require addlbonal payments by
Client for any charge, expense, or reimbursement above the maximum not to exceed fee of
s~x hundred s~xteen thousand, f~ve hundred and sevenrty dollars ($616,570 00), w~thout f~rst
hawng obtained written authorization from Chent
3 9 Standard of Work Consultant shall per[orm the Professional Services w~th the
degree of ,care, sk~ll and d~hgence currently observed by major Certified Public Accounting
ftrms performing software ~mplementabon of JDEdwards software, and shall use ~ts best
efforts to lcomplete each of ~ts projects ~n a t~mely manner Consultant w~ll exercise
reasonable care and due d~hgence ~n 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 Chent shall not constitute, nor be deemed a release of the responslb~hty
and hab~hty 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 assumption 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 ,prewded, however that approval by the Chent shall
be deemed acceptance and assumption of the Professional Servmes n~nety (90) days after
the date of completion of such Professional Servmes
4 Description of Consultant's Professional Services
Consultant shall prowde Professional Serwces at Chent's request pursuant to written
Addendums which Professional Servmes may ~nclude the following act~wt~es as agreed
upon by the part~es in wntlng
4 1 Apphcat~on support including modifications to the ex~st~ng setup of JD Edwards'
software as well as new setup of ex~st~ng JD Edwards' software, training of Client's
staff, and documentation of the JD Edwards' software setup,
4 2 Technical support includ~ng the installat~on of new releases of JD Edwards' software,
custom modifications or enhancements of ex~st~ng JD Edwards' software, the
development of new custom programs, and the development of techmcal
spec~f~cations that describe the custom modifications to and enhancements of
ex,sting software as well as the development new custom programs,
4 3 Project management ~nclud~ng the planning, organizing and d~rect~ng of Consultant
resources as required under the Professional Services, as well as regular reporting
to the Chent's regional and executive management on ~ssues relevant to the
Professional Servmes prowded under th~s Agreement,
4 4 Analyzing Chent's business processes and needs relating to Chent's mformat~on
p~ocesslng requirements and operabng procedures,
4 5 Specifying and implementing those modifications to Chent's existing computer
programs and systems that are necessary ~n order to effectively and reasonably
implement the Professional Services,
4 6 Designing and building new computer programs and systems that are necessary ~n
order to effecbvely and reasonably ~mplement the Professional Services,
Amended Professional Services Agreement- City of Denton, TX page 5 of 11
47 Creating and/or amending documentation relabng to operabng procedures and to
computer programs and systems that are necessary m order to effecbvely and
reasonably ~mplement the Professional Serwces,
48 Tra~mng operating personnel to use the computer programs and system developed
by Consultant pursuant to th~s Agreement,
49 Prowdmg continuing support to operabng personnel w~th respect to the
implementation and operabon of computer programs and systems developed by
Consultant pursuant to th~s Agreement,
410 Performing various other project management and professional consulbng services
related to ~nformabon systems as such servmes are set forth and agreed upon ~n a
wntten Addendum
5 Supplies and Facilities
Chent's supplies 0nclud~ng but not hm~ted to, forms and stabonery), equipment 0nclud~ng
but not hm~ted to, computers, photocopy machines, bus~ness machines, and typing
fac~ht~es), and support staff w~ll be provided to Consultant by Chent, and will be used by
Consultant's personnel for Chent's business only, at no cost to Consultant In add~bon,
Chent w~ll prowde necessary working space and computer bme to Consultant for the
complebon 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 Client
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 commit Client to any obhgat~on
b) As an ~ndependent contractor, Consultant shall take d~rect~on from Chent related to the
res~llts to be achieved by Consultant during the term of th~s Agreement All such
d~ract~on shall be consistent with the scope of services to be prowded under this
Agreement or any Addendum
c) As an ~ndependent contractor, neither Consultant nor ~ts employees, agents, or
contractors shall have the status of employees of Chent or ~ts subsidiaries Neither
Consultant nor ~ts employees shall be ehg~ble to participate ~n any employee benefit,
group insurance, or executive compensabon plans or bonus programs offered to
employees of Chent Chent shall not provide social security, unemployment
compensabon ~nsurance, worker's compensation insurance, dlsab~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 regulations ~nclud~ng but
not hmited to the fihng of all required State and Federal income tax and other related
taxes
e) Consultant does hereby agree to waive all claims, release, indemmfy, defend and hold
harmless Chent and all of ~ts officials, officers, agents and employees, in both their
pubhc and private capac~bes, from any and all hab~hty, claims, su~ts, demands or
causes of acbon 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
neghgent act of Consultant, its officers, agents, employees, ~nwtees or other persons
Amende(~ Professional Services Agreement - City of Denton, TX page 6 of 11
for whom Consultant ~s legally hable, with regard to the performance of th~s Contract,
other than Chent's own negligence, and Consultant wtll, at ~ts own cost and expense,
defend and protect Chent from any and all such claims or demands
f) Consultant shall ~ndemn~fy, defend and hold harmless Chent from and against any
cla~rns, ~nclud~ng reasonable legal fees and expenses, based upon ~nfnngement of any
Umted States copyright, trademark or patent by the Software, as defined below, Chent
agrees to nobfy Consultant of any such claim promptly ~n wrlhng 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, ~ncludmg the
procurement of suitable counsel for Client's defense In the event of such
~nfnngement, Consultant may replace, ~n whole or m part, and at no cost to Client,
Software w~th a substanbally compatible and functionally equivalent computer program
or modify Software to avoid the infnngement
g) Nothing ~n this Agreement shall be construed to create a hablhty to any person who ~s
not a party to th~s Agreement, and nothing here~n shall watve any of the parbes'
defenses, both at law or equity, to any claim, cause of acbon, or litigation filed by
anyone not a party to th~s Agreement, includ~ng the defense of governmental
~mmumty, which defenses are hereby expressly reserved
7 Non.exclusivity of Services
Chent acknowledges that Consultant may perform similar 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
write, 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, tra~mng 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 ~nstruments of service, and shall become the property of Chent upon the term~nabon of
th~s Agreement Chent hereby grants Consultant an ~rrevocable hcense to use any
documents and Software Consultant created for Client Consultant ~s enbtled to retain
cop~es o~ all such documents The documents prepared and furnished 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 risk and expense In the event Chent uses any of the
~nformaben or materials developed pursuant to th~s Agreement ~n another project or for
other purposes than specified herein, Consultant ~s released from any and all hab~hty
relating to their use ~n that project
9 Warranties
A Warranty of Title Consultant warrants that ~t has good t~tle to any hardware sold
pursuant to th~s Agreement and the right to sell it to Chent free of any propnetary nghts of
any other party or any other lien or encumbrance Consultant further warrants that ~t has
Amende~ Professional Services Agreement- C~ty of Denton, TX page 7 of 11
good t~tle and all proprietary rights to any software developed and prowded by Consultant,
to enable ~t to hcense ~ts use to Client free of any proprietary rights of any other party or any
other encumbrance
B Software Warranty Consultant warrants that any Software prowded by Consultant
will 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 ~nstalled Consultant further warrants that ~ts ~mplementat~on design of the
JDEdwards software suite descnbed ~n Exhibit B w~ll perform ~n such a manner as to
accomphsh the criteria set forth ~n Exhibit C, ~ncorporated by reference here~n from the
original contract, ~n a fashion which maximizes efficiency and ease-of-use to the end user,
prewded that the ~mplementatlon design ~s ~nstalled and ut~hzed by Client to Consultant's
specifications, provided, however, Consultant expressly makes no warrant~es of t~tle relating
to the JD Edwards software This 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 (includ~ng, but
not hm~ted to, calculating, companng, and sequencing) from, ~nto, and between the
twenbeth and twentyfirst centuries, ~nclud~ng leap year calculations, when used m
accordance w~th the product documentation prowded by Consultant, prowded that all other
~nterfaces (e g, hardware, software, firmware) used ~n combination w~th such product
properly exchange date data w~th ~t Th~s warranty shall apply to Consultant's products as a
system '~he duration of th~s warranty and the remedies available to the Chent for breach of
th~s warranty shall be as defined ~n, and subject to, the terms and hm~tat~ons of Consultant
standard commercial warranty or warrent~es contained m the contract(s), prowded that,
notwithstanding any provision to the contrary in 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 noncomphance ~s d~scovered and made known to
Consultant ~n wnt~ng Nothing ~n th~s warranty shall be construed to hm~t any rights or
remedies the Chent 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, maintain and keep
~n force during the term of th~s 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 ~n effect throughout the term of this Contract
1 Worker's Compensation as required by law, Employers L~ab~hty
Insurance of not less than $100,000 00 for each accident, $100,000 00 d~sease-each
employee, $500,000 00 d~sease-pohcy hm~t
2 Commercial General L~ab~hty Insurance - $1,000,000 L~m~t
B Concerning insurance to be furnished by Consultant, ~t ~s a condition
precedent to acceptab~hty thereof that
Amended Professional Services Agreement- City of Denton, TX page 8 of 11
1 All pohc~es are to be wntten through companies duly approved to
transact that class of ~nsurance in the State of Texas, and
2 Insurance ~s to be placed w~th carners w~th a Best rabng 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 r~ght of recovery or
subrogation against Chent, ~t being the ~ntent~on that the ~nsurance pohc~es shall protect all
parbes to the Agreement and be pnmary coverage for all losses covered by the pohc~es,
2 Companies ~ssulng the insurance 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 deducbbles are the sole responslb~hty and nsk of Consultant
3 Approval, d~sapproval or failure to act by Chent regarding any
insurance supplied by Consultant (or any subcontractors) shall not reheve Consultant of full
respons~bility or hablhty for damages and accidents as set forth ~n the Contract documents
Neither shall the ~nsolvency or denial of hab~hty by the insurance company exonerate
Consultant from hab~hty
D Any of the ~nsurance pohc~es required under th~s section may be written In
combination with any of the others, where legally permitted, but none of the specified hmlts
may be lowered thereby
11 Notices
All not~ces and commun~cabons hereunder shall be ~n wnbng and shall be g~ven by personal
dehvery or by registered or certified ma~l unless another form of dehvery ~s mutually agreed
upon ~n writing by the part~es Sa~d notices shall be addressed as set forth below
If to Chent
City of Denton
215 E McKinney
Denton, TX 76201
Attn Kathy DuBose
Phone (940)349-8228
Fax (940)349-7206
If ,to Consultant
Access Technolog~es, lnc
11608 McDougall
Tusbn, CA 92782
Attn Cyd Yamamoto, President
Phone (714) 669-7738
Amende(~ Professional Services Agreement - C~ty of Denton, TX page 9 of 11
FAX (714) 669-1421
or such other address as e~ther party may designate to the other party hereto m accordance
w~th the aforemenboned procedure
12 Interpretation
Whenever possible, each prows~on of th~s Agreement and any Addendum shall be
~nterpreted ~n such manner as to be vahd and effectwe under applicable law If any
prews~on of this Agreement or any Addendum shall be unlawful, void or for any reason
unenforceable, ~t shall be deemed separable from, and shall ~n no way effect the vahd~ty or
enforceabihty of, the rema~mng port~ons of th~s Agreement, and the nghts and obhgat~ons of
the parties shall be enforced to the fullest extent possible All captions are for the
convemence of reference only and shall be d~sregarded m ~nterprebng th~s Agreement
13 Entire Agreement
Th~s 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 ~nto between the part~es Th~s Agreement and the
Addendum(s) cannot be modified or terminated or any performance or condition waived, ~n
whole or in part, except by a writing s~gned by the party against whom enforcement of the
modification, termmabon 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 consbtute the waiver
or any other breach of the same or any other term or cond~bon
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 instrument The parties hereto acknowledge and agree that the ~ndwldual
execubng th~s Agreement on behalf of such party has the requisite authority to do so
15 Governing Law
Th~s Contract ~s entered into subject to the Denton C~ty Charter and ordinances of the C~ty
of Denton, Texas, as they may be amended from time to time, and ~s subject to and ~s to be
construed, governed and enforced under all apphcable State of Texas and federal laws If
legal action ~s necessary to enforce th~s Contract or any attachment, exhibit or addendum
thereto, venue shall he exclusively in the courts of Denton County, Texas
16 Attorney's Fees
If e~ther party hereto ~ncurs any legal fees, whether or not an acbon ~s ~nst~tuted, to enforce
the terms of th~s Agreement or any Addendum hereto, or to recover damages or injunctive
rehef for breach of th~s Agreement er any Addendum hereto, ~t ~s agreed that the successful
or preva~hng party shall be enbtled to reasonable attorney's fees, expert w~tness fees, and
other costs m add~t;on to any other rehef to which ~t may be enbtled
17 Severablllty
If any provision of th~s Agreement ~s found or deemed by a court of competent
junsd~cb0n to be mvahd or unenforceable, ~t shall be considered severable from the
Amendec~ Professional Services Agreement- C~ty of Denton, TX page 10 of 11
remainder of this Agreement and shall not cause the remainder to be ~nvahd or
unenforceable In such event, the parbes 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 intention of the stricken 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 serwces required hereunder, Consultant shall not d~scnmmate
against any person on the bas~s of race, color, rehg~on, sex, national or~g~n or ancestry, age,
or physical hand~cap
20 Assignability
Consultant shall not assign any ~nterest ~n th~s Agreement, and shall not transfer any
~nterest ~n th~s Agreement (whether by assignment, novat;on, or otherwise) w~thout the pnor
wntten consent of Chent
21 Modification
NO waiver or modification of th~s Agreement or of any covenant, condition, or
hm~tabon here~n contained shall be vahd unless ~n wnbng and duly executed by the party to
be charged therewith, and no ewdence of any waiver or mod~flcabon shall be offered or
received ~n ewdence ~n any proceeding ans~ng between the part~es hereto out of or affecting
th~s Agreement, or the nghts or obhgat~ons of the parbes hereunder, and unless such waiver
or modification ~s m wnt~ng and duly executed, and the part~es further agree that the
prows~ons of th~s section will not be waived unless as set forth herein
22 Miscellaneous
A The following exhtb~ts are integrated into made a part of th~s Agreement and are
attached hereto or ~ncorporated by reference from the prewous contract
Exhibit A - Amended Addendum A to Contract (attached)
Exhibit B - Descnpt~on of JD Edwards Software Suite (~ncorporated by reference
from previous contract)
Exhibit C - Funcbonal Requirements for JDEdwards Software Implementation
(~ncorporated by reference from previous contract)
Exhibit D - Explanation of On-Track Implementation Methodology (~ncorporated by
reference from previous contract)
B
Consultant agrees that Chent shall, unbl the expiration of three (3) years after the
final payment under th~s Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of Consultant ~nvolwng
trensact~ons relabng to this Agreement Consultant agrees that Chent shall have
Amended Professional Services Agreement- C~ty of Denton, TX page 11 of 11
access dunng normal working hours to all necessary Consultant fac~ht~es and shall
be ~prowded adequate and appropnate working space in order to conduct audits in
comphance w~th this section Chent shall g~ve Consultant reasonable advance notice
of ~ntended audits
C
Consultant shall commence, carry on, and complete any and all projects with all
apphcable dispatch, ~n a sound, economical, and efficient manner and in accordance
with the prowslons hereof In accomphshmg the projects, Consultant shall take such
steps as are appropnate to ensure that the work revolved is properly coordinated
w~th related work being carried on by Chent, prowded, however, Consultant shall not
be ~n breach of th~s Agreement or an Addendum ~f ~t ts unable to commence or
complete ~ts work due to a confhct w~th ex~st~ng or future work conducted by the
Chent
D
Chent shall assist Consultant by placing at Consultant's d~sposal all available
~nformat~on pertinent to the Project, including prewous reports, any other data
relabve to the Project, and arreng~ng for the access thereto, and make all prows~ons
for Consultant to enter ~n or upon pubhc and private property as required for
Consultant to perform services under this Agreement
IN WITNESS WHEREOF, the parties hereto have executed th~s Professional Services
Agreement as of the date first written above
for Client City of Denton, TX /
/
name ~Xichael ~, a~
title ~ft7 Hearse~
for Consultant Access Technologies, Inc
s,gned
title t? r~-~ [4~M'
date
date
APPROVED AS TO LE~
HERB~
AMENDED PROFESSIONAL SERVICES AGREEMENT ADDENDUM A
between
City of Denton, Texas ("Client")
and
Access Technologies, Inc ("Consultant")
This Amended Professional Serwces Agreement Addendum ~s an integral part of the
Amended Agreement, between the C~ty of Denton, TX (CLIENT), and Access
Technologies, Inc (ATI), and defines the bus~ness and computer software related
consulting serwces requested, the fees, and the durabon of the serwces
Term
· Start Date March 1, 2000
· End Date October 31, 2001
ATI staff w~ll be ready to begin providing ~mplementabon resources w~thln 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 determ~nabon Such nobce shall also include ATI's rewsed estimated complebon
date
ATI's management team will ~n~bate the project by travehng on s~te to work w~th CLIENT to
begin developing the Detailed Project Plan and discuss the dehvery of services
Pr~ectScoDe
The project scope will ~nclude the following services
General ACbVlt~es
· Provide d~rection and coaching in the use of JDEdwards World Solubons Company
software funcbon
· Assist CLIENT project team(s) ~n evaluabng their current ~mplementabon status and
complebng the effort rema~mng to successfully ~mplement the JDEdwards World
Solubons Company software
· All services shall be performed under the supervision and d~recbon of a Certified Public
Accountant (CPA) to rewew the ~mplementatlon of the chart of accounts, restatement of
h~stortcal financial ~nformatlon after conversion, and address process changes
necessary to conform to FASB and GASB requirements and pronouncements as
deemed necessary
Technical Acbwt~es
· ATI and/or ~ts subcontractor will assist the CLIENT ~n developing a detailed technology
~mple~nentabon work plan, specifying the timing of ATI ~nvolvement and estabhsh~ng
target dates for project milestones
· ATI and/or ~ts subcontractor will prowde a Pre-System Installabon Audit
· ATi and/or ~ts subcontractor will prowde CNC Installabon and Setup acbwt~es of the
OneWorld enwronment
· ATI and/or ~ts subcontractor will prowde a Post Prototype Review of the technology
enwronment to insure that the techmcal ~nfrastructure for OneWorld ~s funct~omng as
designed
Access Teclmologms Inc Professional Serwces Agreement Addendum (Amended)
Page 1
PSA Addendum A (Amended)
City of Denton, Texas
ATI and/or ~ts subcontractor will prowde Production Planmng and rollout tasks to prepare
the OneWorld enwronment for hve production actlwty
ATI and/or it subcontractor will assist m the data conversion by prowdmg 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 ~n the usage of the JDEdwards Batch Processing programs
~wt~es
· ATI will assist the CLIENT ~n developing a detailed software ~mplementatlon work plan,
specifying the t~m~ng of ATI and/or its subcontractors ~nvolvement and estabhsh~ng
target dates for project milestones
· ATI and ~ts subcontractors will follow the Implementation Approach defined w~th~n
Attachment A
· ATI and ~ts subcontractors w~ll assist ~n the Implementation of the following software
appi~cations using a phased approach, as defined below
Phase I
Go-L~ve Jan 1, 2001
Phase II
Go-L~ve Oct 1, 2001
Payroll, Human Resources and HR Benefits
Address Book, Accounts Receivable, Accounts Payable,
General Accounting, Budgeting, F~xed Assets,
Procurement, Inventory Management and Warehousing
Implemeqtat~on APProach
ATI and ~ts subcontractors will follow the JDEdwards OnTrack Implementabon Approach as
defined m the Attachment D, or a modified version thereof, as the grading methodology for
the ~mplementabon The acbv~t[es in the project will ~nclude software ~nstallat~on and
conflgurabon, apphcat~on and techmcal training, apphcat~on and techmcal consulting and
project management services
Key Assumptions
The Addendum A has been developed based upon the following assumpbons, changes to
which may ~ncrease pnce and/or effect the project schedule
1
2
Customer has completed an ProJect Planmng Meebng (PPM)
The CLIENT and ATI w~ll re~nforce decisions regarding CLIENT resources and
availability reached dunng the Project Planmng Meeting dunng the ~mplementabon
It ~s Access Technologies understanding that the CLIENT ~s assuming full-bme project
management respons~b~hty under the leadership of Kathy DuBose The project
management team w~ll be responsible for
· Rt~v~ew progress of ~mplementat~on and assist w~th problems which delay progress
· Ensure that the ws~on, bus~ness plan and processes are current and ~ncluded ~n the
~mplementat~on
· Identify additional project team tra~mng needs
· Management of secunty plan including who controls set up
· Issue documentation and resolution
· Prepare procedure manual format
· Maintenance of detailed technology ~mplementat~on plan
· Maintenance of detailed apphcabon ~mplementabon plan
Access Technologms Inc Professaonal Setvaces Agreement Addendum (Amended)
Page 2
PSA Addendum A (Amended)
C~ty of Denton, Texas
· MaBagement of end user training
· Malnagement of phased rollouts
· M~nagement of conversion process
· Commumcate project status and ~mplementat~on schedule to all the appropriate
patties
Project R!aks
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 ehmlnate the risk and then ~mplement 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
· Bnnglhg technical software and hardware sk~lls into the project team
· Enh~tlhg the support of top management for resource commitments to the project
· Involvlng 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
resolvb those ~ssues quickly
Acce_~s ~echnolooles Resoonslbllltles
Access Technologies role in the project is described above and within Attachment A, the
OnTrack~Definlbons We will serve in a support role, providing system installation,
configuration and consulting services at your d~rectlon and request
Access 'Fechnoloules Staffln;'
Consultant Title Hourly Rate
Cyd Yamamoto-Lem Certified Public Accountant $ 205 00
(California) CEO
Gary Gustafson Accountant $190 00
I Joe Harns Client Manager $ 205 00
Lynn Cardona Project Manager $185 00
TBD Semor Application $175 00
Consultants
TBD Senior Techn,cal $175 00
Consultants
CLIENT IResDonslbllltles
1 CLIENT w~ll provide access to database adm~mstrators, apphcabon leads, system
admlh~strators and project management as necessary to facthtate software set up and
confi~lurat~on, environment set up and all apphcat~on ~mplementabon steps referred to
herein
2 CLIENT w~ll provide full-brae project management services as defined above
Access TeChnologies Inc Professional Services Agreement Addendum (Amended)
Page 3
PSA Addendum A (Amended)
C~ty of Denton, Texas
and te~t~ng
3 w~ll prowde sufficient resources to enable that the project set up, complebon
can be done w~th the project t~me frame
4 CLIENrr will provide personnel to complete and/or assist ~n the wnbng of detailed
procedures for use by end users
5 CLIENT will prowde sufficient commitment of personnel to perform any manual or
prograrnmatm data conversions required
6 CLIENT will provide sample data to execute both the prototype and ~ntegrated
accep!ance tests
7 CLIENT will prowde on-site facilities for all ATI project team members which will include
· W~rk Area
· Telephone Access
· Arlalog phone hne access
· System security and access Ids
· Access to fac~ht~es
· Parking
· Fax, copying and pnnbng capabilities
Pricing A~ssum,,tlons
ATI's projbct pnce ;ncludes all of the ATI resources to be provided for the scope of services
defined here~n
Th~s Professional Services Agreement Addendum is suppiementary to, but does not replace
your Professional Servmes Agreement with our company Please refer to th~s Agreement for
d~scuss~ons on b~lhng ~ssues
Dunng the Project Planmng Meeting we have developed an Implementation Strategy
Document (Attachment B) and have estimated Access Technologies efforts through the
various phased go hve steps of the project We estimate that Access Technologies
implementation services, ~nstallabon, training through the Go-L~ve w~ll cost approximately s~x
hundred thirty-one thousand one hundred and forty dollars ($631 140 00)
These esbmates are based upon our knowledge of the software and your project team's
knowledg,e of your cities bus~ness enwronment Many factors can account for changes ~n
the brae and cost of ~nstalhng and ~mplemenbng JDEdwards software systems, which could
lengthen/or shorten the project durabon and, therefore, have an ~mpact on original
estimates for Access Technologies consulbng servmes These factors can ~nclude changes
~n the ~nf.~rmat~on needs, ~naccurate descnpt~ons of ex~sbng data, suspect data or ~ncorrect
level of detail and others
After the ~model step ~s complete ~n the first phase of ~mplementat~on, there will probably be
changes ~n the level of our participation, up or down For the enbre project, when the
modehngI step ~s complete ~n each phase, we w~ll meet w~th you and the project team to
d~scuss ~ny proposed changes before proceeding
Access Technologies recommends as part of the ~mplementat~on and installation of your
JDEdwar~ds L~censed Products, that the CLIENT operate the L~censed Products ~n parallel
with the ;CLIENT'S ex~st~ng computer software system until the CLIENT has satisfactorily
completed the implementat~on
Access Te~hnologms Inc Professional Servaces Agreement Addendum (Amended) Page 4
PSA Addendum A (Amended)
C~ty of Denton, Texas
Chanaes and Additional Work
No modifiCatmn or change to this Addendum w,II be b~ndlng on e~ther party unless
acknowledged in wntmg by the;r duly suthonzed rspresentatwes
For Access Technologies
Accentance:
City of D~n~,~/~a~, ~/
Title City Manager
For o~f Dent n, T as
Access Technologies, Inc
Signed /~4L '~/t ~
Name Cyd~/N ¥~amoto
Title President
Date Date
CLIENT may, at any time, request that Access Technologies perform add~bonal work
beyond the scope of the project work, hereinafter referred to as a "Change Order"
Compensation for each such Change Order w~ll be negotiated by CLIENT and Access
Technologies consistent w~th the compensation prowmons set forth ~n the Professional
Services Agreement and, ~f so authonzed, shall be conmdered 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 Ina Professional Se~wces Agreement Addendum (Amended) Page 5
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 servmes antm~pated by the attached
agreement ~s a Quahfied Information Systems Vendor ("QISV") of the State of Texas for Auto-
mated Information Systems, and
WHEREAS, the contracted-for professional servmes fall w~thin 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 C~ty Council has pre-
wously determined that the contracted servmes represent the best value obtmnable for smd pro-
fess~onal services, and
WHEREAS, upon further evaluation and recommendation of staff, the C~ty 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 obtmnable for smd pro-
fesslonal services, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Council hereby authorizes the Mayor or C~ty Manager to exe-
cute the attached Amendment to the Amended Professional Services Agreement for Software
Implementation and Support Between the C~ty Of Denton, Texas and Access Technologies, Inc,
substantially m the form of the attached documents, and further authorizes the expenditure of
pmwously budgeted funds ~n an amount not to exceed N~ne Hundred Forty-Two Thousand, One
Hundred and N~nety-Flve Dollars ($942,195 00) for that purpose
SECTION II That this ordinance shall become effective ~mmedlately upon as passage
and approval
PASSED AND APPROVED thls the C~M~( dayof _~./~//f~ ,2001
EUL1NE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPR~OVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
PaRe 2
ATTACHMENT 1
--.8oo
0 0
0
STATE OF TEXAS §
COUNTY OF DENTON §
AMENDMENT TO
AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR SOFTWARE IMPLEMENTATION
The Amended Profesmonal Services Agreement dated Mamh 1, 2000 by and between City
of Denton, TX ("Client"), a Texas Municipal corporation, w~th ~ts pnnmpal place of bus~ness
located at 601 E H~ckory, Suite A, Denton, TX 76205 and Access Technologies, Inc
("Consultant"), a Cahforn~a corporation employing certified pubhc accountants and computer
professionals, w~th its pnnc~pal place of bumness located at 11608 McDougall, Tust~n,
Cahforn~a 92782 (the "Agreement"), ~s hereby amended as follows Save and except the
two amendments here~n noted, the Agreement shall continue ~n full force and effect as
wntten
I Paragraph 3 8 ~s hereby amended to read as follows
3 8 It Is specifically understood and agreed that Consultant shall not be
authorized to undertake any work pursuant to th~s Agreement whmh 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 hawng obtained written authonzabon from Chent
2 Exhibit A to the Agreement ~s hereby replaced w~th the attached Exhibit A
IN WITNESS WHEREOF, the part~es hereto have executed thru Amendment to the
Amended Professional Services Agreement as of Apr] ] 3 ,2001
for Chent: City of Denton, TX .
s, ne
name Howard Mart~n
btle
Interim City Manager
for Consultant Access Technologies, Inc
signed name ~--/{~'~ ~~J~dcO - ~J-~. ~
t,tle 1~~'£5 [d~U'f
date Apr31 3, 2001 date
APPROVED AS TO LEGAL FORM
SECOND AMEN_nF__n ADDENDUM A TO AMENDED PROFESSIONAL SERVICES
AGREEMENT (ADDENDUM A}
between
C~ty of Denton, Texas ("Chent')
and
Access Technologies, Inc ("Consultant")
Th~s Second Amended Addendum A to the Amended Professional Services Agreement is
an ~ntegral part of the Amended Agreement, 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 services
Term
· Start Date March 1, 2000
· End Date January31,2002
ATI staff will be ready to beg~n providing implementat~on resources w~thln three (3) weeks of
a mutually agreed upon date In the event ATI determines that the effort as set forth here~n
w~ll not be completed by the agreed-upon Phase dates, ATI shall notify CLIENT promptly
upon such determination Such not,ce shall also ~nclude ATI's rewsed esbmated complebon
date
ATI's management team w~ll ~mbate the project by travehng on s~te to work w~th CLIENT to
beg~n developing the Detailed Project Plan and d~scuss the dehvery of services
Protect Scooe
The project scope w~ll ~nclude the following services
General Activities
· Prowde d~rect~on and coaching ~n the use of JDEdwards World Solutions Company
software function
· Assist CLIENT project team(s) ~n evaluating their current ~mplementatlon 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~rect~on of a Certified Pubhc
Accountant (CPA) to rewew the ~mplementat~on of the chart of accounts, restatement of
h~stor~cal hnanc~al ~nformat~on after conversion, and address process changes
necessary to conform to FASB and GASB requirements and pronouncements as
deemed necessary
Technical Acbv~t~es
· ATI and/or its subcontractor w~ll assist the CLIENT in developing a detailed technology
~mplementabon work plan, specifying the bm~ng of ATI involvement and establishing
target dates for project m~lestones
· ATI and/or its subcontractor w~ll prowde a Pre-System Installation Audit
· ATI and/or ~ts subcontractor w~ll provide CNC Installation and Setup act~wt~es of the
OneWorld environment
Access Technologies Inc Second Amended Addendum A to ProfessIonal Servmes Agreement Page I
PSA Addendum A (Second Amended)
City of Denton, Texas
· ATI and/or ~ts subcontractor will prowde a Post Prototype Rewew of the technology
enwronment to insure that the techmcal ~nfrastructure for OneWorld ~s functlomng as
designed
· ATI and/or ~ts subcontractor will prowde Producbon Planning and rollout tasks to
prepare the OneWorld environment for I~ve production acbv~ty
· ATI and/or ~t subcontractor will assist in the data conversion by prowd~ng field mapping
for the appropnate tables using the JDEdwards Batch Processing programs and
performing the programming necessary to populate those tables We will also trmn the
CLIENT ~n the usage of the JDEdwards Batch Processing programs
Apohcat~on Act~wtles
· ATI will assist the CLIENT ~n developing a detailed software implementat~on work plan,
specifying the t~mmg of ATI and/or its subcontractors involvement and estabhshmg
target dates for project milestones
· ATI and ~ts subcontractors will follow the Implementabon Approach defined w~thm
Attachment A
· ATI and ~ts subcontractors will assist m the Implementation of the following software
apphcat~ons using a phased approach, as defined below
Phase I
Go-L~ve Jan t, 2001
Phase II
Go-L~ve Oct. 1, 2001
Phase III
Go-L~ve Oct. 1, 2001
Payroll, Human Resources and HR Benefits
Address Book, Accounts Receivable, Accounts Payable,
General Accounbng, Budgeting, F~xed Assets,
Procurement, Inventory Management and Warehousing
Xe Upgrade, Job Costing. Security Setup, Year End
Processing, HRM Workflow Analyms and Apphcant
Tracking
Implementation Aooroach
ATI and ~ts subcontractors will follow the JDEdwards OnTrack Implementation Approach as
defined ~n the Attachment D, or a modihed version thereof, as the guiding methodology for
the ~mplementat~on The activities in the project will ~nclude software ~nstallat~on and
configuration, applicat~on and technical training, application and technical consulting and
project management services
Key Assumotione
The Addendum A has been developed based upon the following assumptions, changes to
which may ~ncrease price and/or effect the proJect schedule
1 Customer has completed an Project Planning Meeting (PPM)
2 The CLIENT and ATI will re~nforce decisions regarding CLIENT resources and
availability reached dunng the Project Planmng Meebng dunng the ~mplementabon
3 It ~s Access Technologies understanding that the CLIENT ~s assuming full-t~me project
management raspons~bfl~ty under the leadership of Kathy DuBose The project
management team will be responsible for
· Rewew progress of ~mplementat~on and asmst w~th problems which delay progress
Access Teehnologles Inc Second Amended Addendum A to ProfessIonal Services Agreement Page 2
PSA Addendum A (Second Amended)
City of Denton, Texas
Ensure that the ws~on, bus~ness plan and processes are current and ~ncluded ~n the
~mplementatlon
· 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 ~mplementat~on plan
· Maintenance of detailed apphcat~on ~mplementat~on plan
· Management of end user training
· Management of phased rollouts
· Management of conversion process
· Commumcate project status and ~mplementatmn schedule to all the appropriate
part,es
Prelect I~lsks
Every project inherently includes several types of risks, ~ncludlng schedule risk, budget risk,
risk of provided solutions not being accepted by users and many others We, Access
Technologies and CLIENT will conbnuously look to ~denbfy any potentml risks, identify and
select options to reduce or ehmmate the r~sk and then ~mplement the solubons The joint
management function ~s based largely on managing these nsks by
· Estabhsh~ng a skilled and experienced project team, supervised by CPA professionals
· Bnng~ng techmcal software and hardware sk~lls ~nto the project team
· Enhsting the support of top management for resource commitments to the project
· Involving the user commumty and ~ts representatives ~n all aspects of the project
· Documenting status information and open ~ssues on a bmely bas~s, and working to
resolve those issues qmckly
Access Technolomes Responsibilities
Access Technologies role ;n the project ~s descnbed above and w~th~n Attachment A, the
OnTrack Deflmtions We w~ll serve m a support role, prowd~ng system ~nstallat~on,
conflgurat;on and consulting services at your d~rect~on and request
Access Technoloales Staffinu.
Corlsultilnt Title Hourly Rate
Cyd Yamamoto-Lem Certified Pubhc 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 Te~hnologtes lnc Second Amended Addendum A to Professmnal Services Agreement Page 3
PSA Addendum A (Second Amended)
City of Denton, Texas
Lynn Cardona Phase IV Client $180 00
Management
CLIENT I~es~)onsibilitles
1 CLIENT will prowde access to database adm~mstrators, apphcabon leads, system
administrators and project management as necessary to fac~htate software set up and
configuration, enwronment set up and all apphcabon ~mplementabon steps referred to
harem
2 CLIENT w~ll prowde full-brae project management services as defined above
3 CLIENT will prowde 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 prowde personnel to complete and/or assist ~n the wnbng of detailed
procedures for use by end users
5 CLIENT will provide sufficient comm;tment cf personnel to perform any manual or
programmatic data convers;ons required
6 CLIENT w~ll prowde sample data to execute both the prototype and ~ntegrated
acceptance tests
7 CLIENT will prowde on-s~te facilities for all ATI project team members which will ;nclude
· Work Area
· Telephone Access
· Analog phone hne access
· System secunty and access Ids
· Access to faclhtles
· Parking
· Fax, copying and printing capab~hbes
Pric,n~l Assumptions
ATI's project price ~ncludes all of the ATI resources to be prowded for the scope of services
defined here~n
Th~s Professional Services Agreement Addendum is supplementary to, but does not replace
your Professional Services Agreement w~th our company Please refer to th~s Agreement for
d~scuss~ons on bflhng issues
Dunng the Project Planmng Meeting we have developed an Implementabon Strategy
Document (Attachment B) and have estimated Access Technologies efforts through the
various phased go hve steps of the project We estimate that Access Technologies
~mpleme~tabon services, ~nstallat~on, tra~mng through the Go-L~ve will cost approximately
rune hundred forty-two thousand, one hundred and mnety-five dollars ($942,195 00)
These estimates are based upon our knowledge of the software and your project team's
knowledge of your c~bes business enwronment Many factors can account for changes m
the time and cost of ~nstalhng and ~mplement~ng JDEdwards software systems, which could
lengthen or shorten the project duration and, therefore, have an ~mpact on original
esbmate$ for Access Technologies consulting services These factors can ~nclude changes
~n the ~nformabon needs, ~naccurate descnpbons of ex~stmg data, suspect data or ~ncorrect
level of detail and others
Access Technologies lnc Second Amended Addendum A to Professional Services Agreement Page 4
PSA Addendum A (Second Amended)
City of Denton, Texas
After the model step is complete ~n the flint phase of ~mplementabon, there wdl probably be
changes ~n the level of our part~c~pabon, up or down For the enbre project, when the
modehng step m complete ~n each phase, we vail meet w~th you and the project team to
d~scuss any proposed changes before proceeding
Access Technologies recommends as part of the ~mplementat~on and ~nstallat~on of your
JDEdwards bcensed Products, that the CLIENT operate the bcensed Products ~n parallel
w~th the CLIENT'S existing computer software system unbl the CLIENT has satmfactonly
completed the ~mplementabon
Chances and Additional Work
No modiflcabon or change to th~s Addendum w~ll be b~nd~ng on e~ther party unless
acknowledged m wnbng by their duly authonzed representabves
For ACCESS Technologies
Acceotance
City of Den. tqn, Tt~xas, ...
Signed ~ I/~4 ,~/~
Name H0;a;d H;rt.-,n -
T~tle
Interim City Manager
For C,t3/of Denton, Tex, a~' ~-
By ~ ..... \ ~
Access Technologmes, Inc
Name ~ ~ [~'t~
Tmtle Pi' ~ ~, fff_t v~[
Date April 3, 2001 Date
CLIENT may, at any time, request that Access Technologies perform add~bonal work
beyond the scope of the project work, hereinafter referred to as a "Change Order"
Compensabon for each such Change Order will be negobated by CLIENT and Access
Technol0g~es consmtent with the compensabon provisions set forth in the Professional
Services Agreement and, if so authorized, shall be conmdered 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 wnbng
Access Te6hnologms lnc Second Amended Addendum A to Professional Serwces Agreement Page 5
O CENO
AN ORDINANCE OF TIlE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU-
THOtLiZING THE MAYOR OR CITY MANAGER TO EXECUTE THE ATTACHED SEC-
OND AMENDMENT TO THE AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR SOFTWARE IM?LEMENTATION 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 PtLEVIOUSLY 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-THR.EE THOUSAND, NINE HUNDRED AND TWENTY DOLLARS
($1,083,920 00), AND PROVIDING FOR AN EFFECTIVE DATE TH'IS AMENDED
AMOUNT IS FOP, PHASE IV OF THE ID EDWARDS IMPLEMENTATION FOR WORK-
FLOW TO GO LIV~ CQNCTJRB~NTLY WITH PHASEII AND PHASE III.
WHEREAS, the consultant for the professional services anticipated by the attached
agreement is a Quahfied Informahon Systems Vendor ("QISV") of the State of Texas for Auto-
mated lnformataon Systems, and
WI-IEKEAS, the contracted-for professional services fall wlttnn the scope of smd QISV
status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the
Texas Government Code, and
WHEREAS, upon the evaluatton and recommendation of staff, the City Council has pre-
vlously determined that the contracted services represent the best value obtainable for smd pro-
fesslonal services, and
WI-IEREAS, upqn further evaluatmn and recommendation of staff, the City Council now
detenmnes that addltmnal serwces are necessary, and that the proposed amendment to the scope
and cost of the contracted sermces continues to represent the best value obtainable for smd 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 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 m an mount 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 Ff~ 1 day of~, 2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
STATE OF TEXAS
COUNTY OFDENTON §
SECOND AMENDMENT TO
AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR SOF'FVVARE IMPLEMENTATION
The Amended Profesmonal Services Agreement dated March 1, 2000 by and between City
of Denton, TX ("Chent"), a Texas Mumc~pal corporation, w~th its pnnc~pal place of business
located at 601 E H~ckory, Suite A, Denton, TX 76205 and Access Technologies, Inc
("Consultant"), a California corporation employing certified pubhc accountants and computer
profesmonals, w~th its pnncipal place of business located at 11608 McDougall, Tusbn,
California 92782 (the "Agreement"), ~s hereby amended as follows Save and except the
two amendments herein noted, the Agreement shall continue ~n full force and effect as
written
Paragraph 3 8 ~s hereby amended to read as follows
3 8 It ~s specifically understood and agreed that Consultant shall not be
authonzed to undedake any work pursuant to thru Agreement which would
require add~t,onal payments by Client for any charge, expense, or
reimbursement above the maximum not to exceed fee of one m~lhon, e~ghty-
three thousand, rune hundred and twenty dollars ($1,083,920 00), w~thout
first having obtained wntten authonzabon from Chent
The imt~al Amendment to the Amended Profesmonal Services Agreement for Software
Implementabon, ~nclud~ng the Second Amended Addendum A attached thereto, ~s
hereby superseded by thru Second Amendment to the Amended Profesmonal Services
Agreement for Software Implementation, and the Third Amended Addendum A attached
hereto Sa~d Third Amended Addendum A supersedes all pnor versions
IN WITNESS WHEREOF, the part~es hereto have executed th~s Second Amendment to the
Amended Professional Serwces Agreement as of ^UGUST 2! ,2001
for Chent_C.ltv-ef-Benton, T)
s,g - r
name ,Michael A Condufl
title ,City Manager
date August 21, 2001
for Consultant Access Technologies, Inc
s~gned
name
t~tle
date
APPROVED AS TO LEGAL FORM
HE~Y
THIRD AMENDED ADDENDUM A TO AMENDED PROFESSIONAL SERVICES
AGREEMENT IADDENDUM Al
between
City of Denton, Texas ("Client")
and
Access Technologies, Inc ("Consultant")
Th~s Third Amended Addendum A to the Amended Professional Services Agreement ~s an
~ntegral part of the Amended Agreement, between the C~ty of Denton, TX (CLIENT), and
Access Technologies, lnc (ATI), and defines the bus~ness and computer software related
consulbng serwces requested, the fees, and the duration of the services
Term
· Start Date March 1, 2000
· End Date January 31, 2002
ATI staff w~ll be ready to begin providing ~mplementat~on resources w~thln three (3) weeks of
a mutually agreed upon date In the event ATI determines that the effort as set forth here~n
will not be completed by the agreed-upon Phase dates, ATI shall notify CLIENT promptly
upon such determination Such nobce shall also ~nclude ATI's revised esbmated completion
date
ATI's management team w~ll ~nlbate the project by traveling on s~te to work w~th CLIENT to
begin developing the Detailed Project Plan and dtscuss the delivery of services
Prmect Scooe
The project scope will ~nclude the following services
General Actlvlbes
· Provide d~rect~on and coaching ~n the use of JDEdwards World Solubons Company
software function
· Assist CLIENT project team(s) ~n evaluating their current ~mplementat~on status and
completing the effort remaining to successfully ~mplement the JDEdwards World
Solutions Company software
· All services shall be performed under the supervision and d~rect~on of a Certified Public
Accountant (CPA) to review the ~mplementat~on of the chart of accounts, restatement of
h~stoncal financial ~nformabon after conversion, and address process changes
necessary to conform to FASB and GASB reeqmrements and pronouncements as
deemed necessary
Techmcal Acbv~t~es
· ATI and/or ~ts subcontractor w~ll assist the CLIENT ~n developing a detailed technology
~mplementabon work plan, specifying the bmlng of ATI ~nvolvement and estabhshlng
target dates for project m~lestones
· ATI and/or its subcontractor w~ll prowde a Pre-System Installahon Audit
· ATI and/or ~ts subcontractor w~ll prowde CNC Installation and Setup actlwbes of the
OneWorld enwronment
Access Technologies Inc Third Amended Addendum A to Professmnal Services Agreement Page I
PSA Addendum A (Third Amended)
City of Denton, Texas
· ATI and/or ~ts subcontractor will provide a Post Prototype Review of the technology
enwronment to insure that the technical infrastructure for OneWorld ~s funct~omng as
designed
· ATI and/or ~ts subcontractor will provide Producbon Planmng and rollout tasks to
prepare the OneWorld enwronment for I~ve production acbwty
· ATI and/or ~t subcontractor will assist ~n the data conversion by prowd~ng field mapping
for the appropriate tables using the JDEdwards Batch Processing programs and
performing the programming necessary to populate those tables We w~ll also train the
CLIENT ~n the usage of the JDEdwards Batch Processing programs
ADDhcat~on Act~v~bes
· ATI will assist the CLIENT ~n developing a detailed software ~mplementabon work plan,
specifying the bm~ng of ATI and/or ~ts subcontractors ~nvolvement and estabhshmg
target dates for project mdestones
· ATI and ~ts subcontractors w~ll follow the Implementabon Approach defined w~th~n
Attachment A
· ATI and ~ts subcontractors w~ll assist In the Implementabon of the following software
apphcat~ons using a phased approach, as defined below
Phase I
Go-Live Jan 1, 2001
Phase II
Go-L~ve Oct 1, 2001
Payroll, Human Resources and HR Benefits
Address Book, Accounts Receivable, Accounts
Payable, General Accounting, Budgeting, Fixed Assets,
Procurement, Inventory Management and
Warehousing
Phase III
Go-Live Oct t,200t
Phase IV
Go-L~ve Oct. 1,200t
Xe Upgrade, Job Cosbng, Security Setup, Year End
Processing, HRM Workflow Analysis and Apphcant
Tracking
Implementabon of Workflow for Human Resources,
Stores Materials and Budget Check on Reqms~bons
Implementation Approach
ATI and ~ts subcontractors w~ll follow the JDEdwards OnTrack Implementation Approach as
defined ~n the Attachment D, or a modified version thereof, as the guiding methodology for
the ~mplementat~on The act~wt~es ~n the project w~ll ~nclude software ~nstallabon and
configuration, apphcabon and technical tralmng, apphcabon and techmcal consulbng and
project management services
Key Assumptions
The Addendum A has been developed based upon the following assumpbons, changes to
which may increase price and/or effect the project schedule
I Customer has completed an ProJect Planmng Meebng (PPM)
Access Technologms Inc Third Amended Addendum A to Professional Services Agreement Page 2
PSA Addendum A (Third Amended)
City of Denton, Texas
2 The CLIENT and ATI wdl reinforce decisions regarding CLIENT resources and
avadablhty reached dunng the Project Planmng Meebng dunng the ~mplementabon
3 It ~s Access Technologies understanding that the CLIENT ~s assuming full-t~me project
management responsibility under the leadership of Kathy DuBose The project
management team w~ll be responsible for
· Rewew progress of ~mplementabon and assist w~th problems which delay progress
· Ensure that the wagon, bus~ness plan and processes are current and ~ncluded m the
mptementatlon
· Idenbfy additional project team training needs
· Management of security plan ~ncludmg who controls set up
· Issue documentabon and resolubon
· Prepare procedure manual format
· Maintenance of detailed technology ~mplementabon plan
· Maintenance of detailed apphcabon ~mplementabon plan
· Management of end user training
· Management of phased rollouts
· Management of conversion process
· Commumcate project status and ~mplementat~on schedule to all the appropriate
parties
Project Risks
Every project ~nherently includes several types of risks, including schedule risk, budget risk,
nsk of provided solutions not being accepted by users and many others We, Access
Technologies and CLIENT w~ll conbnuously look to ~dent~fy any potenbal risks, ~denbfy and
select options to reduce or ehmlnate the risk and then ~mplement the solubons The joint
management function Is based largely on managing these risks by
· Estabhshing a skilled and experienced project team, supervised by CPA professionals
· Bnngmg techmcal software and hardware sk~lls into the project team
· Enlisting the support of top management for resource commitments to the project
· Involving the user community and its representatives m all aspects of the project
· Documenting status Information and open issues on a timely basis, and working to
resolve those issues qmckly
Access Technologies Responsibilities
Access Technologies role in the project ~s described above and w~th~n Attachment A, the
OnTrack Deflmt~ons We w~ll serve in a support role, prowd~ng system ~nstallabon,
configuration and consulting services at your d~recbon and request
Access Technoloflms Staffinfl
Consultant
Cyd Yamamoto-Lem
Ga~y Gustafson
Joe Harris
Title
Certified Public Accountant
(California) CEO
Accountant
Client Manager
Hourly Rate
$ 2O5 00
$190 00
$ 205 00
Access Technologies Inc Third Amended Addendum A to Professional 8ervmes Agreement Page 3
PSA Addendum A (Third Amended)
City of Denton, Texas
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 w~ll prowde access to database adm~mstrators, apphcabon leads, system
adm~mstrators and project management as necessary to facilitate software set up and
configuration, environment set up and all apphcatmn ~mplementahon steps referred to
herein
2 CLIENT will provide full-brae proJect management services as defined above
3 CLIENT w~ll provide sufficient resources to enable that the project set up, complebon
and teshng can be done with the project t~me frame
4 CLIENT will prowde personnel to complete and/or assist in the wr~bng of detailed
procedures for use by end users
5 CLIENT w~ll prowde sufficient commitment of personnel to perform any manual or
programmatic data conversions reqmred
6 CLIENT w~ll provide sample data to execute both the prototype and ~ntegrated
acceptance tests
7 CLIENT w~ll provide on-site fac~ht~es for all ATI project team members which w~ll include
· Work Area
· Telephone Access
· Analog phone line access
· System security and access Ids
· Access to facilities
· Parking
· Fax, copying and pnnt~ng capabihbes
Pnclna Assumptions
ATI's project pnce includes all of the ATI resources to be prowded for the scope of services
defined here~n
This Professional Services Agreement Addendum ~s supplementary to, but does not replace
your Professional Servmes Agreement w~th our company Please refer to th~s Agreement for
d~scuss~ons on b~lhng issues
Dunng the ProJect Planning Meeting we have developed an Implementabon Strategy
Document (Attachment B) and have estimated Access Technologies efforts through the
vanous phased go hve steps of the project We estimate that Access Technologies
~mplementatlon services, installation, training through the Go-L~ve w~ll cost approximately
one m~lhon, eighty-three thousand, rune hundred and twenty dollars ($1,083,920 00)
These esbmates are based upon our knowledge of the software and your project team's
knowledge of your clbes business environment Many factors can account for changes ~n
Access Technologies Inc Thxrd Amended Addendum A to Professmnal Services Agreement Page 4
PSA Addendum A (Third Amended)
City of Denton, Texas
the brae and cost of instalhng and ~mplemenbng JDEdwards software systems, which could
lengthen or shorten the project duration and, therefore, have an ~mpact on original
esbmates for Access Technologies consulbng services These factors can mclude changes
~n the ~nformabon needs, ~naccurate descriptions of exiting data, suspect data or ~ncorrect
level of detail and others
After the model step m complete tn the first phase of ~mplementabon, there will probably be
changes ,~n the level of our parbcipabon, up or down For the enbre project, when the
modeling, step m complete m each phase, we will 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 ~nstallabon of your
JDEdwards Licensed Products, that the CLIENT operate the L~censed Products m parallel
w~th the CLIENT'S ex~sbng computer software system unbl the CLIENT has sabsfactonly
completed the ~mplementabon
Chanaee and Additional Work
No modification or change to thru Addendum will be b~nd~ng on e~ther party unless
acknowledged mn wnbng by their duly authonzed representabves
For Access Technotogmes
Acceptance.
S~gne~ .~-~ ~"-~/~,~/
Name Hl chae] A. Conduff
Title City Manager
Date August 21, 2001
For
City of Denton, Texas
Access Technologms, Inc
S,gned
Name
Title
Date
CLIENT may, at any brae, request that Access Technologies perform add~bonal work
beyond the scope of the project work, hereinafter referred to as a "Change Order"
Compensabon for each such Change Order w~ll be negobated by CLIENT and Access
Technol0g~es consistent w~th the compensabon prows~ons set forth ~n the Profesmonal
Serv~cesl Agreement and, ff 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 ~n wntmg
Access Technologies Inc Third Amended Addendum A to Professmnal Servmes Agreement Page 5