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Eden Systems Incorporated
Software License and Use Agreement
THIS AGREEMENT, made and entered into by and between Eden Systems, Incorporated (hereinafter "Licensor"), a corporation duly authorized
and existing under the State of Washington and having its principal offices at11 00 Oakesdale Avenue SW, Renton, Washington, 98055, and the
City of Miami Beach, Florida, (hereinafter "Licensee"), a government organization having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139.
Licensor desires to grant to Licensee, and Licensee desires to acquire from Licensor a non-exclusive, non-transferable right and license to use
certain computer software as hereinafter defined. Both parties agree they are able to comply with and will satisfy the terms and conditions as set
forth in this Agreement. Both parties, intending to be legally bound, agree to the following:
DEFINITIONS
1 .
SECTION
ts exhibits, and any amendments:
1.1 "Licensed Program." The computer program speCifically identified within the Exhibits herein as applications within the InForum Gold product
line, including object code, as well as related procedural code, and documentation of any type which describes it.
1.2 "Licensed Documentation." The system and other documentation made available by Licensor, for the Licensed Program
this section shall apply when such terms are used in this Agreement,
The definition of terms set forth in
1.3 "Enhancements," Changes or additions, other than Maintenance Modifications, to the Licensed Program or Licensed Documentation that add
significant new functions or substantially improved performance thereto by changes in system design or coding.
1.4 "Error," Problem caused by incorrect operation of the computer code of the Licensed Program or an incorrect
Licensed Documentation that produces incorrect results or causes incorrect actions to occur.
in
statement or diagram
1,5 "Error Correction." Either a software modification or addition that, when made or added to the Licensed Program, establishes material
conformity of the Licensed Program to the Licensed Documentation, or a procedure or routine that, when observed in the regular operation of the
Licensed Program, eliminates the practical adverse effect on Licensee of such non-conformity.
1.6 " to
Errors.
as set forth in
the Licensed Program or Licensed Documentation that correct
functional performance parameters of the Licensed Program effective on the date of this Agreement
Modifications or revisions
"Maintenance Modifications.
1.7 "Specifications." The
Licensed Documentation.
1.8 "Proprietary Information." Unpublished "know-how" and "trade secrets" which shall include, without limitation, computer programs, program
designs, algorithms, subroutines, system specifications, test data, charts, graphs, operation sheets, and all other technical information, owned by
Licensor or under its control, relating to the development and production or use of the Licensed Program and the design, configuration,
programming, and protocol of the Licensed Program.
...
06/02/04
Page 1
Standard License Agreement
regularly
The hours between 5AM and 6PM Pacific Time, on the days Monday through Friday, excluding
1.9 "Normal Working Hours."
scheduled holidays of Licensor.
Corrections
during which support and services are
which new versions may be prompted by Error
1.11 "Support Agreement Term." A fiscal year, commencing on January 1 and ending on December 31
provided subject to the terms and conditions set forth in Section 9, Software Support.
Releases." New versions of the Licensed Program. as specified by Licensor,
Enhancements.
1.10
and/or
SECTION 2 - GRANT OF LICENSE
2.1 Scope of License. Subject to compliance by Licensee with the terms hereof, Licensor hereby grants to Licensee, in perpetuity unless
terminated as provided herein, a personal, non-exclusive, nontransferable license (without the right of sublicense). to:
a. nstall, use, and execute the Licensed Program on computers owned or leased and used by Licensee at its facilities, for up to the number of
concurrent users specified in this Agreement in Exhibit A, for the sole and express purpose of supporting the internal business activities of
Licensee; and
to Licensee within a reasonable
b. Use
2.2 Delivery of Materials. Licensor shall deliver one copy of the Licensed Program and Licensed Documentation
time following final execution of this Agreement.
the Licensed Documentation only In conjunction with installation and use of the Licensed Program
2.3 Minimum Hardware and Software Requirements. Licensee acknowledges that in order to be executed, Licensee's computers must meet or
exceed the minimum published hardware, software and communication requirements for the Licensed Program. Licensee agrees such
requirements are subject to change, and that future versions of the Licensed Program may have different hardware and software requirements
than those presently in effect. The acquisition of necessary hardware and software meeting the requirements then in effect shall be the sole
responsibility of Licensee. Licensee acknowledges that Licensor software support does not cover third party software unless otherwise specified.
2.4 Necessity for Third-party Software. Licensee acknowledges that in order to be executed, the Licensed Program requires certain third-party
software not provided by Licensor. The acquisition of necessary licenses and support for this software shall be the sole responsibility of Licensee.
Licensor will provide specifications for this third-party software upon request of Licensee. Licensee acknowledges that Licensor software support
does not cover third party software unless otherwise specified.
2.5 Assignment of Rights in Licensee Maintenance Modifications and Enhancements. All right, title, and interest in all Maintenance
Modifications and Enhancements developed by Licensee during the term of this Agreement remains with Licensor, Licensee agrees that such
Maintenance Modifications and Enhancements shall be used by Licensee, and will not be distributed or otherwise made available to any third party
other than Licensor.
that Licensor develops and offers
2.6 Availability of Licensor Enhancements. Licensor agrees to offer to Licensee a license to Enhancements
generally to licensees of the Licensed Program according to the terms under Section 9.1.b,
2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Licensor one copy of any Maintenance Modifications
and Enhancements developed by Licensee within a reasonable period after development.
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Standard License Agreement
SECTION 3 . TITLE TO MATERIALS
3.1 Title to Licensed Program and licensed Documentation. All right, title, and interest in and to the Licensed Program and Licensed
Documentation, including the media on which the same are furnished to Licensee, are and shall remain with Licensor. Licensee acknowledges
that no such rights, title, or interest in or to the Licensed Program and the Licensed Documentation is granted under this Agreement, and no such
assertion shall be made by Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed Documentation as set
forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement.
3.2 Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, and Distribution. All right, title, and
interest in and to any Enhancements and Maintenance Modifications developed by either Licensor or by Licensee shall be and remain with the
Licensor. Licensee shall treat all such Enhancements and Maintenance Modifications in accordance with the restrictions and limitations set forth
herein respecting Licensed Programs and Licensed Documentation.
SECTION 4. FEES AND PAYMENTS
4.1 license Fee. In consideration of the licenses granted hereunder, Licensee shall pay Licensor a one-time license fee as well as other
associated costs as further defined in Exhibit A, attached hereto.
4.2 Software Support. Software Support is subject to the terms and conditions of Section 9, Software Support, and may be offered, at the
Licensor's sole option, on a year by year basis
4.3 Per Diem. Charges for meals and incidental expenses associated with the delivery of the Licensed Program will be charged on a per diem
basis. The rate for such per diem shall be the maximum meals and incidental expenses allowed for Licensee's locality as specified in 41 CFR
Section 301 Appendix A of the code of Federal Regulations.
shal
time to and from the
of this Agreement
4.4 Other Costs. Other costs, including but not limited to air/train/taxi fare, charges for reasonable and normal travel
Licensee site, parking, freight costs, reproduction charges, and other incidental expenses incurred by Licensor on account
be billed to the Licensee.
is greater) for al
4.5 Administrative Fee. Licensor shall have the right to charge Licensee a monthly administrative fee of 1% or $5.00 (whichever
undisputed invoices which are over 30 days past due.
4.6 Payment. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth in Exhibit B - Billing/Payment
Schedule. Payment for all estimated fees and charges shall be in accordance with the terms and conditions set forth in Exhibits D - Services and E
- Committed Modifications.
4.7 Taxes. The fees and charges specified in this section are exclusive of any federal, state, or local excise, sales, use, and similar taxes
assessed or imposed with respect to the service and support provided hereunder. Licensee shall pay any such amounts upon request of Licensor
accompanied by evidence of imposition of such taxes.
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Standard License Agreement
SECTION 5
5.1 Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the Licensed Program and Licensed
Documentation are unpublished works for purposes of federal copyright law and embody valuable confidential and secret information of Licensor,
the development of which required the expenditure of considerable time and money by Licensor. Licensee shall treat the Licensed Programs and
Licensed Documentation in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use, copy, or disclose the same for
any purpose that is not specifically authorized under this Agreement. In the event of a public records request for the Licensed Program and
Licensed Documentation, Licensee shall promptly provide a copy of such request to Licensor so that it has at least seven business days from
Licensor's receipt of such copy in which to seek an order restraining the Licensee from disclosing the Licensed Program and Documentation
pursuant to such public records request. If Licensor does not obtain a restraining order within such period of time, Licensee may disclose the
Licensed Program and Licensed Documentation pursuant to such public request as Licensee deems appropriate.
PROPRIETARY PROTECTION OF MATERIALS
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as permitted hereunder, Licensee
shall require that the Licensed Program and Licensed Documentation be kept on Licensee's premises which shall be maintained in a manner so as
to reasonably preclude unauthorized persons from gaining access thereto, and Licensee shall permit access only as necessary for either party's
use thereof in accordance with the terms of this Agreement.
legend or restrictive notice
5.3 Proprietary Legends. Licensee shall not permit anyone other than Licensor to remove any proprietary or other
contained or included in any material provided by Licensor.
5.4 Reproduction of Licensed Documentation. Licensee may reproduce the Licensed Documentation provided by Licensor, provided that such
reproductions are for the private internal use of Licensee, and all such reproductions bear Licensor's copyright notices and other proprietary
legends,
5.5 Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the Licensed Program or Licensed Documentation by
Licensee in a manner inconsistent with the provision of this Agreement may cause Licensor irreparable damage for which remedies other than
injunctive relief may be inadequate. In the event of such a violation of this Agreement. Licensor shall be entitled, upon application to a court of
competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin Licensee from such violation, without
prejudice to any other remedies available to Licensor.
5.6 Technical Protections. Licensor may from time to time prescribe password protection as an additional security measure for the Licensed
Program, and Licensee shall cooperate with Licensor in connection therewith.
5.7 Survival of Terms. Sections 5.1
reason
survive termination of this Agreement for any
through 5.6 shal
The provisions of
LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
warrants that the Licensed Program and Licensed Documentation as delivered to
copyright, or trade secret in the United States.
SECTION 6 .
6,1 Limited Warranty against Infringement. Licensor
Licensee do not infringe any third-party rights in patent,
6.2 Limited Warranty of Conformity. Licensor warrants, for the benefit only of Licensee, that for the life of the Agreement, the Licensed Program
will conform in all material respects to the Licensed Documentation (except for unapproved modifications made by Licensee or by Licensor at the
request of Licensee), but only if Licensee maintains uninterrupted Software Support as described in Section 9. Licensor assumes no responsibility
06/02/04
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Standard License Agreement
for obsolescence of the Licensed Program or for lack of conformity occurring from Licensee's failure to update the Licensed Program with
distributed Enhancements, Maintenance Modifications, or Error Corrections.
6.3 Exclusive Remedy. As the exclusive remedy of Licensee for any nonconformity or defect constituting an Error in the Licensed Program for
which Licensor is responsible, Licensor shall use commercially reasonable efforts to provide Maintenance Modifications with respect to such Error.
However, Licensor shall not be obligated to correct, cure, or otherwise remedy any Error in the Licensed Program resulting from any (1)
unapproved modification of the Licensed Program by Licensee, or (2) failure of Licensee to notify Licensor of the existence and nature of such
nonconformity or defect promptly upon its discovery.
6.4 Disclaimer. Except as specifically set forth herein, Licensor makes no warranties, whether expressed or implied, regarding or relating to the
Licensed Program or Licensed Documentation or to any other materials furnished or provided to Licensee hereunder. Licensor specifically
disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to said materials of the use thereof
6.5 Limitation of Liability. Except with respect to liability arising from claims of infringement of third-party rights in the United States in copyright
trade secret, or patent, in no event shall Licensor be liable under any claim, demand, or action arising out of or relating to its performance or lack
thereof under this Agreement for any special, indirect. exemplary, or consequential damages. whether or not Licensor has been advised of the
possibility of such claim, demand, or action.
6.6 Licensee Indemnification. Licensee shall and does hereby agree to indemnify, hold harmless, and save Licensor from liability against any
claim, demand, loss or action (1) resulting from Licensee's use or modification of the Licensed Program and Licensed Documentation and (2)
alleging that any Maintenance Modifications made by Licensee infringe any third-party rights in the United States respecting copyright, trade secret,
or patent.
6.7 Licensor Indemnification. Licensor shall and does hereby agree to indemnify, hold harmless, and save Licensee from liability against any
claim, demand, loss, or action alleging that the Licensed Program and Licensed Documentation or any Maintenance Modifications or
Enhancements made by Licensor infringe any third-party rights in the United States respecting copyright, trade secret, or patent.
6.8 New Platform Protection. As long as Licensee maintains a continuous software support agreement with Licensor for each of the modules
included herein, Licensee shall have the right to transfer the licenses for any and all modules to any new hardware/platform environment (hardware
and system software as defined herein) then currently marketed and supported by Licensor. Licensee agrees to pay for any services and out-of-
pocket costs associated with the migration to the new platform. The service costs will be billed at a rate not to exceed costs charged to other
clients for similar tasks.
6.9 Bankruptcy/Support Cessation. The term "default" as used in this Agreement(s) shall include the institution of proceedings by or against
Licensor under federal or state bankruptcy laws and assignment or receivership for the benefit of creditors. Licensee's rights to a complete and
documented copy of all related source code, with the exception of source code for the Cashiering Module or any third-party products,
corresponding to the then-current released version of the Licensed Program as operated by Licensee (for internal use only and not for resale) shal
precede any bankruptcy proceedings and stand before any trustee's claims for the benefit of creditors. In the event that Licensor ceases to provide
support for Licensed Program, Licensee shall have the same rights as if Licensor had declared bankruptcy.
6.10 Survival of Terms.
06/02/04
survive termination of this Agreement
Page 5
through 6.7 shal
The provisions of Sections 6.1
Standard License Agreement
SECTION 7 - TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the date and year contained herein and shall continue until terminated in accordance with the
terms thereof. The Commencement Date shall be defined as the last date of execution by the parties hereto.
7.2 Termination by Either Party. Either party may terminate this Agreement upon 60 days written notice to the other party if the other party
commits a breach of any term hereof and fails to cure said breach within that60-day period. Such notice shall set forth the basis of the termination
7.3 Actions upon Termination. Upon termination of this Agreement for any reason, Licensee shall immediately cease use of, and return forthwith
to Licensor, the Licensed Program and Licensed Documentation, and any copies or portions thereof, including Maintenance Modifications or
Enhancements.
SECTION 8 . MISCELLANEOUS
8.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all proposals, presentations,
representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty,
statement, nor representation not contained herein. In the event of any conflict in the terms and conditions of this Agreement, the documents shall
control in the following order:
applicable;
This Software License and Use Agreement
Licensor's Response to Licensee's Request for Proposal
Licensee's Request for Proposal, if applicable,
e.
b.
c.
8.2 No Assignment. Licensee shall not sell, transfer, assign, or subcontract any right or obligation hereunder without the prior written consent of
Licensor. Any act in derogation of the foregoing shall be null and void; provided, however, that any such assignment shall not relieve Licensee of
its obligations under this Agreement.
8.3 Force Majeure. Excepting provisions of this Agreement relating to payment of license fees, and protection of Licensor's Proprietary
Information, neither party shall be in default of the terms hereof if such action is due to a natural calamity, or similar causes beyond the control of
such party.
8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Client's state of domicile.
to law, the remaining provisions of
8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be made in writing and delivered by
hand or by certified mail, postage prepaid, addressed as first set forth above or to such other address as a party shall designate by written notice
given to other party.
is held by a court of competent jurisdiction to be contrary
8.5 Severability. If any provision of this Agreement
this Agreement will remain in full force and effect.
8.7 Acts of Insolvency. The Licensee may terminate this Agreement by written notice to the Licensor if the Licensor becomes insolvent, makes a
general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any
proceeding under any domestic bankruptcy or insolvency law or publicly announces liquidation proceedings
06/02/04
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Standard License Agreement
by
8.8 Insurance. During the term of this Agreement, Licensor shall maintain an appropriate level of insurance against all personal and property
damage caused by Licensor's employees while on Licensee's premises and shall exhibit certificates of evidence of such insurance upon request
Licensee. A copy of that certificate is attached to this agreement.
the
its recruiting, hiring, promotion, demotion, or termination practices on
sex, age, or physical handicap in the performance of this Agreement.
8.9 Equal Opportunity Employer. Licensor shall not discriminate in
basis of race, religious creed, color, national origin, ancestry,
8,10 Cooperative Purchasing. Other agencies may acquire the software products and services described in this contract under terms equivalent
to this contract; provided that if an organization requests additional users, equipment, or service units, Licensor may adjust the price by the per unit
service rate provided in this contract. The provisions of this paragraph (8.10) shall terminate two years from the last execution date on this
or pe
agreement
SECTION 9
condition or
support and services Uu, h '''" ..~" ,,~,
Licensor shal
Telephone Support. Calls
abnormal termination of a program
Scope of Service.
9.1
Support Enhancements - Selected Enhancements, the nature and type of which shall be determined solely by the Licensor. Such
provision shall not preclude Licensor from providing other Enhancements of the Licensed Program for license fees, training charges
and other related service fees and charges.
a.
b.
modifications
to third-party products.
Source Code Maintenance. Library of Licensed Program maintained by Licensor for Licensee complete with
authorized by Licensee and performed by Licensor. This provision does not apply to the Cashiering Module or
in effect without interruption
the life of this Agreement
c.
Licensee obtains Software Support from Licensor, and such Software Support is
then Licensor will warrant the Licensed Program to be free of errors for
9.2 Fees and Charges. Licensee shall pay Licensor annual support charges based on an annual rate determined by Licensor at the beginning of
each Support Agreement Term. Such annual rate shall be multiplied times the amounts shown in Exhibit A under the column headed "License Fee
(Support Basis)" for each covered product. All annual support charges are due and payable on or before the 1st working day of each Support
Agreement Term. For those modules installed part way through a calendar year, the software support amounts will be pro-rated from the onset of
training for the module until the end of the calendar year in which training begins. The initial annual support rate shall be 18% of the license fees
for each module. Failure to make such payment shall constitute cancellation and termination of support by Licensee and no further service or
support will be provided by Licensor.
Software Warranty - If
from inception of this Agreement
d.
9.3 Licensee Responsibilities. Licensee shall be responsible for the procuring, installing, and maintaining all computer equipment, telephone
lines, communications interfaces, and other hardware necessary to operate the Licensed Program and to obtain from Licensor the services called
for according to Licensor's then existing policy,
9,4 Proprietary Rights. To the extent that Licensor may provide Licensee with any Error Corrections or Enhancements or any other software,
including any new software programs or components, or any compilations or derivative works of the Licensed Program prepared by Licensor,
Licensee may (1) install copies of the Licensed Program adequate to serve the concurrent users specified in this Agreement in Exhibit A, in the
06/02/04
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Standard License Agreement
most current form provided by Licensor, in Licensee's own facility; and (2) use such Licensed Program in a manner consistent with the
requirements of the Agreement, for purposes of serving Licensee's internal business needs. Licensee may not use, copy, or modify the Licensed
Program. or make any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. The Licensed
Program is and shall remain the sole property of Licensor, regardless of whether Licensee, its employees, or contractors may have contributed to
the conception of such work, joined in the effort of its development, or paid Licensor for the use of the work product. Licensee shall from time to
time take any further action and execute and deliver any further instrument, including documents of assignment or acknowledgment that Licensor
may reasonably request in order to establish and perfect its exclusive ownership rights in such works. Licensee shall not assert any right, title, or
interest in such works, except for the non-exclusive right of use granted to Licensee at the time of its delivery or on-site development.
9.5 Disclaimer of Warranty and Limitation of liability. Except as expressly set forth herein, Licensor expressly disclaims any and all warranties
concerning the system or the services to be rendered hereunder, whether expressed or implied. including without limitation any warranty of
merchantability or fitness for a particular purpose.
follows
9.6 Termination of Support. Support for all modules except Cashiering may be terminated as
or
at the beginning of any Support Agreement
Upon the termination of the License Agreement;
party to
Term
the provisions of this Agreement
the other,
if the other party has materially breached
Upon notification by either
a.
b.
c.
and has not cured such
Licensee terminates
If
Upon 60 days' prior written notice
breach within such notice period
9,7 Support for Cashiering Module. The Cashiering Module requires annual software support for continued operation
support for this Module, the Module will automatically become disabled at the end of the Support Agreement Term.
Authorized Signatures
this Agreement to be executed as set forth below.
Inc.
Signature:
Title:
the parties have caused
o~ H 11\""
rL-
.~
N WITNESS WHEREOF,
Signat
Tille:
Date:
Z004
~6' ~tu~ROVEDASTO
C(J" ~~FORM&LANGUAGE
\ & FOR EXECUTION
-r
Date:
A, ~ ...~
06/02/04
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G-- V-o Y
Date
Standard License Agreement
Eden Systems, Inc.
Software License and Use Agreement
Exhibits Section
06/02/04
A - Eden Systems Deliverables
B - Billing/Payment Schedule
C - Required Third Party Products,
Minimum Hardware Requirements
Communication and Connectivity Requirements
D - Services & Authorized Sub-agencies
E - Committed Modifications & Standard Forms Customization
F - Licensor-supplied Third-party Products
G - ESRI Products and Services
H - Firstlogic Products and Services
I - CORE Business Technologies Cashiering Products and Services
J - Exceptions to the Standard Contract
K - Tyler's Commitment to the Future
L - Data Conversion Details
M - Payroll Modification Details
N - Eden Systems Travel Policy
0- TURNKEY Implementation Services (optional)
Exhibit
Exhibit
Exhibit
Page 9
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Standard License Agreement
Total
COOl
Tot"
Service
Coat
DIda Proj
Con.;...... I....... Mgml I 0lIter
Dey~'""'1'" Deyw Deyl
Exhlbll A. Eden Syslems Dell.erables
CIIy of Miami Beach - Florida
Site License
- -
NeI TroIn &
Llcenoo Fee I Discount Llcenoo Ine1all
(No Suppolt) Amount Fee I
~
1 3.0
Is
1,650.00 1
7,650.00
1,800.00
2,400.00
22,300.00
6,000.00
1,800.00
2,400.00
2,000.00
02,450.00
24,800.00
11,300.00
30,300.00
53,750.00
32,850.00
49,700.00
22,800.00
22,800.00
60,500.00
9,800.00
23,850.00
23,850.00
4,300.00
'.'::.,>^,.;.<(.(.(:
8,250.00
1 ,400.00
500.00
3,300.00
3,800.00
3,300.00
3,800.00
1,650.00
1,650.00
4,700.00
1,400.00
1,650.00
1.650.00 I
34,800.00
3,600.00
3,600.00
14,400.00
25,200.00
13,800.00
25,200.00
5,400.00
5,400.00
10,800.00
3,000.00
4,200.00
4,200.00
2.0
1.5
2.0
2.0
:i11;;::~1f
5.0
lQ
1.0
2.0
4.0
1.5
4.0
12
1.5
lQ
0.5
0.5
0.5
~J L;: Fee
, Su ,... BaoII)
Products, Service .
Eaulpment __
4.0
9.0
4.0
9.0
1,900.00
3,300.00
2,175.00
250.00
3,300.00
1,650.00
1,650.00
1,650.00
6,000.00
8,400.00
45,000.00
2,400.00
5,600.00
4,200.00
4,200.00
4.200.00
1.0
1.0
5.0
lQ
2.0
0.5
0.5
0.5
9.0
5.0
4.0
6.0
23.5
1.0
6.0
3.0
3.0
3.0
25,000.00
53,450.00
34,800.00
20,650.00
6,600.00
23,850.00
14,850.00
11,850.00
;-;)1
1,800.00
3,000.00
21,300.00
12,625.00
163,000.00
26,800.00
8,450.00
67,500.00
3,600.00
1,900.00
4,700.00
3,300.00
8,750.00
43,000.00
7,600.00
00,000.00
75,000.00
37,500.00
,'ilL;
10,000.00
20,000.00
19,200.00
67,500.00
3,600.00
00,000.00
75,000.00
37,500.00
3.0
4.0
2.0
8.0
0.5
0.5
0.5
0.5
5.0
5.0
4.0
2.0
4.0
8.0
6.0
7.0
3.0
3.0
3.0
8.0
~
5.0
2.0
2.0
6.0
8.0
6.0
8.0
3.0
3.0
8.0
2.0
3.0
3.0
2
5
1
2
2
2
2
1
1
3
1
1
1
1
2
7
2
1
1
1
1
3
2
5
1
1
1
6,000.00
';
59,400.00
19,800.00
7.200.00
12,600.00
24,750.00
15,750.00
20,700.00
15,750.00
15,750.00
45,000.00
5,400.00
18,000.00
18.000.00
.'.
17,100.00
10,950.00
49,500.00
14,850.00
34,500.00
6,000.00
14,400.00
6.000.00
39,600.00
13,200.00
4,800.00
8,400.00
16,500.00
10,500.00
13,800.00
10,500.00
10,500.00
3,600.00
2,000.00
2,000.00
";>j;..j.l3
11,400.00
7,300.00
33,000.00
9,900.00
23,000.00
4,000.00
9,600.00
4,000.00
;..;;......;;:f':1Il
99,000.00
33,000.00
12,000.00
21,000.00
41,250.00
26,250.00
34,500.00
26,250.00
26,250.00
45.000.00
9,000.00
30,000.00
30,000.00
-
28,500.00
18,250.00
82,500.00
24,750.00
57,500.00
10,000.00
24,000.00
10,000.00
1,800.00
3,000.00
1,300.00
2,625.00
2,000.00
22,200.00
1,800.00
5,000.00
30,000.00
00.0
6.0
20
4
8,450.00
2,625.00
8,450.00
s
06/04/2004
Page 10
Standard License Agreement
120,000.00
,703.I!lQ.OO
120,000.00
925,400.00
Exhibit A - Eden Systems Deliverables
City of Miami Beach - Florida
Site License
throuQh 12/31/05
neludes software supnnrt
Totals
$
143,075.00
~
.T_
t
T_
Sorvlw
-~
$
162.0
Pn>\
Mgmt
..
75.0
, T..... '" IlsIs
0n-Sl1s I _I Conv.
I '.
189.5
78
635.225
Nsl
..-
Faa
$
388,900
$
27,075
$
993,550
$
05,250.00
55,200.00
20,250.00
20,250.00
8,500.00
5,700.00
1,650.00
1,650.00
42,000.00
18,000.00
4,200.00
4,200.00
01....
-.
8.0
3.0
0.5
0.5
11.0
6.0
2.0
3.0
3.0
?
~
1
1
D1-.ant
Amount
36,500.00
21,000.00
9,600.00
9,600.00
LIcenI8 Faa I L1_I8FI8
ISU,~;:-' (NO~;;?iQ
91,250.00
52,500.00
24,000.00
24,000.00
Products, Sorvlce .
Equipment
Citizen Services Products
Permits & Inspections
Customer Requests
Web-Extensions - P&I
Web-Extensions - Cust
~.,..
4,800.00
2,000.00
4,800.00
1.0
1.0
1.0
3.0
9.0
3.0
1
3
1
15,000.00
25,000.00
9,000.00
15,000.00
25,000.00
15.000.00
Reo.
.....,.
Cash Receipting Interface
Web-Extensions - Cashierin
GASB ReportinQ Tool
6,000.00
0IMi.._.
~d Forms Creation __
Content ManaQement Systems (ImaQinQ)
1,900.00
252,500.00
1,900.00
40,000.00
2,500.00
37,500.00
50,000.00
534,200.00
$
25,750.00
$
,900.00
231
01$
15
11
49
15
276,550.00
!
120,200.00
$
$
396,750.00
$
~
NOTES: _
1.) All optional software pricing is guaranteed
until January 1, 2007.
2.) A credit in the amount of $10,200 will be
applied against the "Edenformswork!" amount i
the City selects that option prior to Sept '04.
(applied when forms were moved to required
m~ules)
3.) The Content Management System price
above is a 'not to exceed' price that is good unti
June 30th, 2006.
---
06/02/2004
-+-
11
Page
-+-
Standard License Agreement
Eden Systems Deliverables
Notes to Exhibit A
The items in Exhibit A are products and services delivered to Licensee from Licensor. Product support and maintenance
is obtainable directly from Licensor for those items totaled under the "License Fee (Support Basis)" column only. All
support and maintenance for other items priced under the column "License Fee (No Support)" must be obtained by
Licensee directly from the original manufacturer or supplier,
Please note that the requirements for Data Conversion and Project Management days are estimates. You will be
billed for the actual costs as documented. Eden will provide an accounting of the employees who performed the work
and the work they performed,
.
This is an estimate of the travel costs associated with this implementation. Although we will make every effort to
utilize trainers from the closest office, schedules may sometimes dictate that we user trainers from other parts of the
country. You will be billed for the actual costs as documented.
.
The costs shown for Standard Forms Creation are fixed fees based on the standard cost per form. This cost assumes
that Licensee will use Licensor's standard formats and that Licensor will modify those to accommodate Licensee's
names, addresses, phone numbers, emblems, logos, and bank account numbers, etc. Modifications in actual
formatting will require additional effort and will be billed at Licensor's standard hourly rates
.
A site license provides an unlimited
06/02/04
Licensee will be granted a site license for the use of the Licensed Programs
number of concurrent users
Page 12
Standard License Agreement
.
Exhibit B - Payment Schedule
City of Miami Beach, Florida
TotllIp.fc)!1tbs of MoQt~y i
Product, Service, Equipment Details OnD.IIVerY . ContraCt PaYJnentls Totals
First Monthly Payment Jul-04
Payment Terms:
- 50% License Fees $ 317,612.50 317,612.50
. Proiect Balance monthly
Total Amount - 1 ,516.500 1,703,700.00
Less Licensee fee on deliverv 317,612.50
Net Amount 1,386,087.50
Monthly Payment Amount 18 77,004.86 1,386,087.50
Totals $ 311.612$ .' . 18 $ 77 004.86 $ 1.10$700.00
1--.. -
t----- Requested Modules Only
- ~--- -
Milestor\elDates Cassumina Contract sianina the week of June 1 sO:
Go-Liye Milestones Date
GL, AP, PG, AR, & Requisitions 12/01/2004
HR, PY, & Position Control 01/01/2005 -- c--______._____ _._.____._ _.__ ________m___ _____m_____ _ ____.._m____
Budget Prep, PA, SA, AP Web, & AR Web 02/28/2005
FA, CashierinQ, Bid &_9uote Mgmt --
-- 04/01/2005
~nYentory, Licenses 06/01 /2005 -~--- -~--
AT, Training, CM VVeb, License Web ~---- 08/01/2005 -------
HR Web & AT Web 1 % 1 /2005 ___m__m____ __m_
- -,--
UTB & UTB Web & Handhelds 12/01/2005
!NV I~: r allure OT Licensor to meet aoove
Milestones will allow licensee to withhold
monthly payments until said Milestones is
complete and Licensor is back on
schedule. Milestone dates may be modified
only by written authorization of both
parties.
06/02/2004
3
Page
Standard License Agreement
Exhibit C - REQUIRED THIRD-PARTY SOFTWARE AND TOOLS
Workstation Software
. Microsoft Windows XP Professional (SP1)
. Microsoft Windows 2000 Professional (SP4)
. Microsoft Windows NT Workstation 4.0 (SP6a)
. Microsoft Data Access Components (MDAC) 2.5 or
higher
Database Server Operating System
. Microsoft Windows 2003 Server
. Microsoft Windows 2000 Server (SP4)
. Microsoft Windows NT Server 4.0 (SP6a)
. UNIX
/ SP3a)
Database Software
. Microsoft SQL Server 2000 (SP3
. Microsoft SQL Server 7.0 (SP4)
. Informix v7.31
. Oracle 8i Release 2
Release 2
Application Server (If Applicable)
. Windows 2003 Server
. Windows 2000 Server (SP4)
. Windows NT Server 4.0 (SP6a)
Oracle 9i
Microsoft
Microsoft
Microsoft
Web Server (If Applicable)
. Microsoft Windows 2003 Server
. Microsoft Windows 2000 Server (SP4)
. Microsoft Windows NT Server 4.0 (SP6a)
. Microsoft Internet Information Server (liS) 4.x or
higher
These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in
future years, Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable
prior notification before new requirements become effective.
06/02/04
Eden Systems strongly recommends installing the latest service packs on all operating system and database software packages.
Page 14
Standard license Agreement
C (continued) - MINIMUM HARDWARE REQUIREMENTS
Cur!:!lnt Minimum Hardware Configuration- Standard Workstation
. CPU Pentium II 266 MHz
. RAM 128MB
. Hard Drive 2 GB
. Storage Space 400 MB of free space
. CD-ROM Any
. Video SVGA, 800x600, 16-bit Color
. Network Card 10Mbps (10BaseT), Half Duplex
. Network Protocol TCP/IP
Exhibit
Current Minimum Hardware Configuration- Batch Processing Workstation
. CPU Pentium III 450 MHz
. RAM 256 MB
. Hard Drive 2 GB
. Storage Space 400 MB of free space
. CD-ROM
. Video
. Network Card
. Network Protocol
Any
XGA, 1024x768, 16-bit Color
100Mbps (1 OOBaseT) , Half Duplex
TCP/IP
Current Minimum Hardware Configuration - Server
. CPU Dual-processor, Pentium II 400 MHz
. RAM 1 GB ECC
. Storage Controller RAID controller card for RAID-1 or RAID-5
. Hard Drives SCSI 2, 7200 RPM
. Storage Space 6-16 GB free space depending on data volume
. CD-ROM Any
. Video Any
. Network Card 100Mbps
. Network Protocol TCP/IP
. Power
. Tape Backup
Duplex
Redundant power supplies + a UPS
Local or network based; AIT, DDS, DL T
Fu
L TO, Mammoth etc,
These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in future years,
Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable prior notification before
new requirements become effective.
is the responsibility of the Licensee to ensure
06/02/04
it
These items will be supplied by Licensor only if they are included in Exhibits A, B, and F. In all other cases,
that these products are acquired and ready for use at the beginning of Licensor's installation process,
Page 15
Standard License Agreement
Exhibit C (continued) - COMMUNICA TION AND CONNECTIVITY REQUIREMENTS
the Microsoft
Communication and Connectivity Requirements
High-speed (256Kbps or higher) connection to the database server via the Internet (DSL, ISDN, Frame Relay, T1, etc)
Virtual Private Network (VPN) access from the Internet to the internal network (if a firewall is in use). This access must
Windows PPTP VPN client or the Cisco VPN client. The VPN tunnel configuration must allow for Split-Tunneling.
Terminal Services in "remote admin" mode or pcAnywhere in "host" mode must be available on all servers running Eden Systems serve
product components. This includes but is not limited to, database, web, web application and Terminal Services/Citrix servers. (If you have
a Windows NT/2000 Server).
A user account and password for use by Eden Systems support staff when connecting via VPN, Terminal Services or pcAnywhere. This
can be one network login account or one local account on each system. This account requires local administrative access to the operating
system and database software on each server running Eden Systems server product components.
A roaming copy of pcAnywhere for Windows NT/2000 that can be installed temporarily on a workstation in the event that a user is having
problems with InForum Gold and needs help with the local computer. On XP Pro workstations, remote desktop access can be enabled for
Eden Systems support.
utilize
The following are the current
.
.
.
.
.
These requirements are subject to change as technology evolves and new products become available. To be eligible for Software Support in
future years, Licensee will be responsible for ensuring compliance with those future requirements. Licensor agrees to give Licensee reasonable
prior notification before new requirements become effective.
06/02/04
Page 16
Standard License Agreement
is an
SERVICES
Modifications. ConsultinalProiect Manaaement. Travel. Expenses - The cost to provide modifications identified in this Agreement
estimate only, and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications.
Exhibit D
Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of an Authorization for
Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such additional cost estimates to effect such change.
Consulting consists of investigating and providing solutions for implementation-related Licensee issues. This work includes reviewing converted
data, testing setup scenarios, investigating and recommending modification requests, answering product-related Licensee questions, providing 011-
site training, and creating training-related correspondence.
Project Management consists of being the central point of contact for the Licensee, from the time a new license agreement is signed until the
Licensee begins operational productive use of all the licensed modules. Initial responsibilities include reviewing the contract; entering contract
information in Licensor's project tracking databases; identifying the project manager and main contacts on the Licensee side; and scheduling the
kick-off meeting. Project management also includes scheduling the necessary training, and preparing for, leading, and following up on the kick-off
meeting. During the installation/conversion/training phases of an implementation, Licensor's Project Manager is responsible for ensuring that
Licensor's staff completes their implementation tasks according to the project schedule. Project management also includes working with Licensor
staff and the Licensee to address unanticipated issues that come up during the implementation. All correspondence relating to the training process
is reviewed by the Licensor Project Manager, including agendas and follow-up memos. The Project Manager also tracks the license agreement's
budget, initiates billing at the appropriate time, and answers the Licensee's billing questions. Most project management work occurs off-site.
within
The costs to provide consulting and project management identified in this Agreement are estimates only. Licensee will reimburse Licensor
30 days of receipt of invoice for all such charges. Invoices will include details of work performed and resources utilized.
management identified in this Agreement shall not exceed the costs set forth herein unless specifically
The costs to provide consulting and project
agreed to in writing by both parties.
Travel and expenses shown in this Agreement are estimates only. Travel and expenses charges include reasonable and normal charges for travel
to and from the Licensee site. Licensee will reimburse Licensor within 30 days of receipt of invoice for all such charges
Project Management deliverables:
- A Project Planning Questionnaire, which helps us gather information that will be used to plan the projec'
- A calendar and gantt view of the project plan, in Adobe Acrobat Reader or MS Project formats, which are updated as schedule changes are
made. This project plan will be submitted to the client for client's review and approval as these changes are made. Such approval shall not be
unreasonably withheld.
- A kick-off presentation outline
Hard copies of Eden's standard forms (AP check, Purchase Order, Paycheck, Timesheet, W-2, 1099, etc.)
Information about what needs to be ordered for forms (paper stock and supplemental printer supplies)
06/02/04
7
Page
Standard License Agreement
- A kick-off follow-up letter
- An agenda for every training trip
- A follow-up memo for every training
follow-up memos
- Semi-monthly status reports of all current
each month.
- Other documents are provided to the Licensee as needed:
- Current Gold System Requirements document
- Current conversion specifications for all modules
- Import specifications for all modules
- Sample reports
- Change orders for additional work
- Training materials
SERVICES
Exhibit D (continued)
that outstanding issues are addressed, and adds the resolution to the
the end of
fifteenth and
five working days of the
be provided within
makes sure
This wi
mplementation issues.
manager
-- the project
trip
Training Services
Trainin Installation, and SetuD - All training is to be administered in either a)'train the trainer' fashion; or b)seminar or 'group' fashion; to
maximize the usefulness of time and resources. The training costs herein assume that training is to be provided on-site in the Licensee's offices
and that the Licensee can provide suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by the
parties. Licensee may choose between option 'a' and option 'b' but in either case, the quoted costs are for the specified number of days.
Additional days of training are available at the $150 hourly rate for one year from the execution of this agreement.
A, shal
within 30 days of receipt by Licensee,
Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module listed in Exhibit
constitute full satisfaction of the commitment for related services under this Agreement.
fu
nstallation and setup are due and payable in
Charges relating to training
Additional training not covered in this Agreement shall be contracted through an Authorization For Professional Services (AFPS) and shall require
authorization from Licensee. Such AFPS shall denote the number of service hours required and shall be provided at Licensor's then-going hourly
rate for such services.
limited to all necessary
including but not
under this Agreement,
Licensee is responsible for all shipping and related costs Incurred on its behalf
operating software, equipment and related tools.
In order to provide services of any kind, Licensor must schedule visits in advance. If the scheduled visit is canceled by the Licensee for causes
beyond Licensee's reasonable control without first having given Licensor a minimum of two weeks advance notice of such cancellation, the
Licensor may charge the Licensee for all costs related to that scheduled visit. If Licensor is unable to reschedule the staff assigned to the
06/02/04
8
Page
Standard License Agreement
trips
training
D (continued) - SERVICES
cancelled visit, Licensee shall pay for that time as well as the associated expenses. Licensee and Licensor agree that any cancelled
shall be rescheduled as soon as practical and that Licensee shall pay for the rescheduled services and associated expenses.
Exhibit
charge for any
wi
are estimates only. Licensor
Data File Conversion Services - Charges related to data file conversion found in this Agreement
and all such activities relating to conversion efforts.
It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by Licensor, which is to be compatible
with Licensor's standard conversion programs and database setup, Specifications for the standard format are available from Licensor. Licensee
acknowledges that only those data elements described in the standard formats are converted.
more times to
Data conversion will consist of running the magnetic data presented by Licensee through the Licensor's conversion program one or
format the data into a form acceptable to the Licensed Program
It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion program is complete and
accurate, and any cost for services, third-party and other related costs associated with data conversion shall be borne by the Licensee.
in
Should Licensee be unable, for any reason, to provide data in Licensor's prescribed formats, Licensee may request assistance from Licenso
extracting legacy data and formatting it according to Licensor standards. Such services will be billed to Licensee according to Licensor's then
standard hourly rate
If the Licensee can guarantee legal and technical access to properly documented information subject to data conversion, the Licensor will manage
and perform the entire data conversion function in exchange for additional fees and charges. If such a "start-to-finish" approach is provided herein
Exhibit A will denote such action as "Start-to-Finish" conversion, otherwise the above requirements are applicable,
future such
and are not to be Interpreted as a commitment to perform any
Service Rates
The following hourly rates apply to services included in this Agreement
services, not covered under this Agreement, for said rates
Service Tune Hourlv Rate
Reauested Modifications $150.00
Consultina/Manaaement $150.00
Trainina $150.00
Installation and SetuD $150.00
Data File Conversion $150.00
06/02/04
Page 19
Standard License Agreement
SERVICES
Authorized Sub-Aaencies. The following are considered authorized Sub-agencies of this Agreement and Licensee is authorized to use the
Licensed Program and Licensed Oocumentation on Licensee's premises for the purpose of supporting the internal business practices of only those
agencies named herein as Sub-agencies and no other right or use is permitted under this Agreement.
D (continued)
Exhibit
06/02/04
Authorized Sub-Agencies
Unclassified Employees and Elected Officials Retirement System of the City of Miam
Beach TAX 10# 65-0050528
Miami Beach Employees Retirement System Pensions TAX 10# 59-1362562
City Pension Fund for Firefighters and Police Officers in the City of Miami Beach TAX 10#
59-1362514
Page 20
Standard License Agreement
Exhibit E - COMMITTED MODIFICA nONS
Licensor agrees to provide the modifications to the Licensed Program as further described below. Costs shown are provided on a Fixed-Fee basis
and Licensee shall be charged these amounts regardless of the actual time and effort necessary to complete them.
06/02/04
Fixed-Fee
Amount
$67,500
$3,600
Item Description
Specific payroll modifications as detailed in Exhibit M
Applicant Tracking import of test scores. To develop a menu driven import
routine that imoorts apolicanttest scores from a predefined flat file.
Page 21
Item
Number
Standard License Agreement
Exhibit E (continued) COMMITTED MODIFICA TIONS
Standard Forms to be Customized
Fixed-Fee
Amount
$600.00
600.00
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
600.00
600.00
600.00
600.00
0.00
0.00
$10,200.00
Accounts Payable - Check
Accounts Payable - Direct Deposit Advice
Accounts Payable - Purchase Order
Accounts Payable - Voucher
Accounts Receivable - Invoice
Accounts Receivable - Statement
Accounts Receivable - Late Notice
Payroll - New Employee Form
Payroll - Paycheck
Payroll - Direct Deposit Advice
Payroll - Timesheet
Licensing - License Application
Licensing - License Renewal
Licensing - License Form
Special Assessments - Invoice
Special Assessments - Statement
Special Assessments - Late Notice
W-2
1099
Total Forms Customization
Item
Number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
06/02/04
600.00
600.00
600.00
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
600.00
-
$5,400.00
Forms Customlzation for Optional
P&I - Permit Form
P&I - Certificate of Occupancy
P&I - Inspector's List
P&I - Receipt
P&I - Application for Plan Check/Permit
UB - Utility Bill
UB - Past Due Notice
UB - Shut Off Notice
UB - Service Order
Total Forms Customlzatlon for ODtlonal Modules
Page 22
Modules
1
2
3
4
5
6
7
8
9
Standard License Agreement
EXHIBIT F - LICENSOR-SUPPLIED THIRD-PARTY PRODUCTS
The purpose of this exhibit is to identify any third-party products being supplied by Licensor, Any required or desired hardware, software, and
communications products not specifically included in the following table are the responsibility of the Licensee. This configuration represents the
Licensor's recommended products, and the cost is an estimate only, as the prices of the third-party vendors are subject to change without
Licensor's approval. Also, Licensee understands that Licensor may decide to change this recommendation if Licensor believes a new solution is
better suited for the proposed installation. If this recommendation changes, Licensor will notify Licensee as soon as practical.
servicing such
makes no warranty, whether expressed or implied, regarding the components listed below, and shall not be responsible for
The components shall be subject only to manufacturers' warranties, if any.
Licensor
components.
Estimated Price
$6,000.00
8,450.00
12,625.00
$27,075.00
06/02/04
barcode
cash drawer,
Description
Crystal Reports
MapObjects Runtime
Cashiering Hardware (receipt printer,
scanner, & credit card swipe)
Page 23
Grand Total
Quantity
10
100
5
ID
Standard License Agreement
Product
PRODUCTS AND SERVICES
Licensee understands and accepts that the following terms and conditions are required in order for Licensee to use applications
created using MapObjects, or other ESRI products:
"ESRI"
G-
Exhibit
right to access source code
or transfer or assignment of rights to use as well as the
Reverse engineering, copying (other than a backup copy)
is prohibited.
1)
from
Any use other than as specifically granted herein is prohibited
Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user (including network users)
using any portions of MapObjects, and any extension thereof, separately from Licensor's Licensed Program
2)
3)
ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies in law or equity. All
copyright, government notices, trademarks, or other intellectual property notices noted under "Copyright, ESRI Trademark Name, and
Government Use Notice" shall be included unmodified in the Application's online help or Readme file and documentation.
4)
rights not
AI
Use Notice: MapObjects is copyrighted by Environmental Systems Research Institute,
are reserved to ESRI or its suppliers.
Copyright and U.S. Government
specifically granted in this Agreement
nc
All Rights Reserved
Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the U.S.
Government acquire greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the U.S. Government is
subjecllo restrictions as set forth in FAR 52.227-14 Alternates I, II, and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212
(Commercial Technical Data/Computer Software); and DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer
Software), as applicable. Contractor/Manufacturer is Environmental Systems Research Institute, Inc., 380 New York Street, Redlands, CA 92373-
8100 USA.
Standard License Agreement
06/02/04
nc.
Portions of this computer program are owned by ESRI. Copyright 1999 Environmental Systems Research Institute
Page 24
Exhibit H - FIRSTLOGIC PRODUCTS AND SERVICES
Licensee to use applications
Licensee understands and accepts that the following terms and conditions are required in order for
created using CASS or other Firstlogic products:
Exports: Compliance With Laws. Each Party understands that the Products are or may be subject to law, regulation and/or restriction by agencies
of the United States Government, as well as laws, regulations and restrictions of other countries, including but not limited to laws and regulations
which prohibit export or diversion of certain technical products to certain countries and individuals. Each Party shall comply in all respects with all
applicable laws, regulations, and restrictions applicable to the Products, the Services and/or such Party's business practices, including but not
limited to the Foreign Corrupt Practices Act and the regulations of the applicable United States Government agencies and departments relating to
the Export of Technical Data, as each such law or regulation is amended from time to time.
US Government Restricted Riahts. Firstlogic's Products and Documentation are provided to Integrator with the following restricted rights: the use,
duplication or disclosure of the Products by the Government is subject to restrictions as set forth in subparagraph (c)(1 )(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -
Restricted Rights at 48 CFR 52.227-19 as applicable. The Manufacturer of the Products is Firstlogic, Inc. located at 100 Harborview Plaza, La
Crosse, WI 54601-4071.
06/02/04
Page 25
Standard License Agreement
Exhibit I "CORE" BUSINESS TECHNOLOGIES PRODUCTS AND SERVICES
In consideration for the use of the In Forum Gold Cashiering Module provided by CORE Business Technologies, the licensee accepts and agrees to
the following terms and conditions.
. This Exhibit is an attachment to and is part of the Eden Systems Software License and Use Agreement.
. Except where otherwise noted in this Exhibit, all the terms and conditions contained in the Eden Systems Software License and Use
Agreement apply in full to the Cashiering Module that is provided by CORE Business Technologies.
. Paragraph 4.1 of the Eden Systems Software License and Use Agreement is hereby omitted solely with respect to The InForum Gold
Cashiering Module. The InForum Gold Cashiering Module is licensed for one year. The license files contained in the software are coded to
coincide with the annual term of the Eden Systems Software License and Use Agreement. The InForum Gold Cashiering license will be
automatically renewed for one-year periods upon receipt of the annual support fee. If the support agreement is not renewed the software will
cease to operate.
. Should Eden Systems be found in default of the Eden Systems Software License and Use Agreement, or chooses to discontinue support for
the licensee, or chooses not to renew or is not allowed to renew the reseller agreement with CORE Business Technologies, software support
and updates to the Cashiering Module will be provided by CORE Business Technologies upon receipt of the then current support fee as
published by CORE Business Technologies from time to time.
Standard License Agreement Page 26 06/02/04
Standard License Agreement
Page 27
06/02/04
The License~::;;c1Ud~~Jf V
Replace Section 7.2 with a new section as follows: DefaultlTermination. If either party defaults in the ktormance of this Agreement, the
:::~~a:~w:;~~~t~h~u~:f~~t~~:u~~~~ :i:::::~~d.e1:i~~:~t~ef~:;:a~~,~~:. ~~:md~e:~~:~~~~e ~~ ~O~I:=:i~~::~t:~: V
",I"'''''''lm,_b~...IMo'4l1.!l1ll il"lIlltilllk. If the default is of such a nature that it cannot reasonably be cured within sixty (60) days, then fl
the defaulting party shall submit a written plan to cure the default, including the proposed extended time period for cure, to the other party and
shall obtain the other party's approval for such extended cure period, which approval shall not be unreasonably withheld. In the event that the
defaulting party does not cure within the sixty (60) days, or extended (if approved), cure period, then the other party may terminate this
Agreement, which termination shall for effective as of the date specified in the written termination notice to the defaulting party.
7.
Delete Section 6.6 Licensee Indemnification. This section has been intentionally deleted.
indemnifying private parties pursuant to Section 768.28, Florida Statutes.
6.
Note:
Replace Section 6.5 with a new section as follows: Limitation of Liability. Except with respect to liability arising from claims for personal
injury or death, or of infringement of third-party rights in the United States in copyright, trade secret, or patent, in no event shall Licensor be
liable under any claim, demand, or action arising out of or relating to its performance or lack thereof under this Agreement for any special,
indirect, exemplary, or consequential damages, whether or not Licensor has been advised of the possibility of such claim, demand, or
action. [Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the
limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes.]
5.
~~
4.
Replace Section 4.7 with a new section as follows: Taxes. The fees and charges specified in this section are exclusive of any federal,
state, or local excise, sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder.
Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes, other than taxes
based on Licensor's income, which Licensee shall not be responsible for. Notwithstanding the preceding sentence, Licensor acknowledges
that Licensee is a governmental entity and may therefore be exempt from payment of some or all of the taxes contemplated in this
'/ subsection ~..r.Upon request of Licensor, Licensee shall provide Licensor with tax exemption certificates from the appropriate tax
authorities. lr. \
Delete Section 5.5.
This section has been intentionally deleted
3.
Add new item to Section 2.1 Scope of License. New item "c". Execute the Licensed Program on computers used by Licensee's staff at
remote locations, for up to the number of concurrent users specified in this Agreement in Exhibit A, for the sole and express purpose of
supporting the internal business activities of Licensee,
2.
1.
The following
n the
first paragraph,
replace
exceptions
the words "government organization"
with the words
'municipal corporation"
ist identifies al
taken
Exhibit J - EXCEPTIONS TO THE STANDARD CONTRACT
to
the standard contract
language above.
v~
Add to Section 7 - Term and Termination the following; 7.4 Termination for Convenience for Software and serv~ Notwithstanding
any other provision of this Agreement, Licensee may terminate this Agreement for convenience and without cause"any reason it
determines, in its sole discretion. In such event, the Licensee shall provide written notice to Licensor and termination shall be effective no
earlier than sixty (60) days from the date and time specified therein. This Agreement shall terminate as of that date. Licensor shall be paid
all undisputed amounts for all Services-related deliverables completed and approved by the Licensee up to the time Licensee terminates
this Agreement. If Licensee is or has been using the Licensed Program for Productive Use, Licensee shall also pay to Licensor all
undisputed amounts (Le., software license fees) for the Licensed Program. If Termination for Convenience occurs before Licensee has
used the Licensed Program for Productive Use, Licensee will not be liable for any additional license fees in addition to what has already
been paid by Licensee, and Licensor will be under no obligation to return any License fees already received. Upon Termination of this
Agreement, Licensee shall immediately cease using Licensed Program and remove all copies of Licensed Program from Licensee
computers. Further, Licensee shall return all copies of the Licensed Program and Licensed Documentation and all related materials to
Licensor.
J (continued) - EXCEPTIONS TO THE STANDARD CONTRACT
Exhibit
8.
Replace Section 8.4 with a new section as follows: Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for
any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern
District of Florida, if in federal court.
9.
rights either
10. Insert a new Section 8.11 Waiver of Jury Trial. By entering into this Agreement, Licensor and Licensee expressly waive any
party may have to a trial by jury of any civil litigation related to, or arising out of, this Agreement.
Replace Section 9.2 with "Fees and Charges. Licensee shall pay Licensor annual support charges based on an annual rate determined by
Licensor at the beginning of each Support Agreement Term. Such annual rate shall be multiplied times the amounts shown in Exhibit A
under the column headed "License Fee (Support Basis)" for each covered product. All annual support charges are due and payable on or
before the 1st working day of each Support Agreement Term. For those modules installed part way through a calendar year, the software
support amounts will be pro-rated from the go-live date for the module until the end of the calendar year in which the go-live date occurs.
The initial annual support rate shall be 18% of the license fees for each module, with the exception of the GASB Reporting Tool which has
an annual support rate of 25%. Failure to make such payment shall constitute cancellation and termination of support by Licensee and no
further service or support will be provided by Licensor."
11
With "except as expressly
13. Exhibit A - Eden Systems Deliverables, The specific allocation of service days can be adjusted during the implementation. Any
adjustments to the current allocation will need approval from both the Licensor and Licensee. Such approval will not be unreasonably
withheld.
to Section 9.4 Proprietary Rights, "except as expressly authorized by Licensor.
or, if not addressed in this Agreement, by Licensor.
Replace the following words
authorized in this Agreement
12
06/02/04
Page 28
Standard License Agreement
Exhibit J (continued) - EXCEPTIONS TO THE STANDARD CONTRACT
,
4. Exhibit C - Licensor agrees to give a two year notice for any Licensed Programs that will be dropped from overall support. For hardware
and software outside the Licensor's control, Licensor will notify Licensee of changes in supported hardware and software as information
becomes available.
15. Replace the first paragraph in Exhibit D under the heading of Modifications. ConsultinalProiect Manaaement. Travel, Expenses with
"Except for the modifications list as Fixed Fee on Exhibit E, the cost to provide modifications identified in this Agreement, is an estimate
only, and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications
the
all modules are live or for a period of 3 years from
16. Exhibit D - Service Rates. Licensor agrees to hold the rates reflected herein unti
Commencement Date of this Agreement, whichever comes first.
use by the
18. Replace the third bulleted item in Exhibit I with: "Paragraph 4.1 of the Eden Systems Software License and Use Agreement is hereby
omitted solely with respect to The InForum Gold Cashiering Module, The InForum Gold Cashiering Module is licensed for one year only.
The license files contained in the software are coded to coincide with the annual term of the Eden Systems Software License and Use
Agreement. The InForum Gold Cashiering license will be automatically renewed for one-year periods upon receipt of the annual license
fee. The annual license fee pays for support and maintenance only of the Cashiering system. If the license is not renewed the software wi
cease to operate."
be made available for
the data for the Licensee wi
All conversion programs developed to convert
7. Conversion Programs
Licensee.
19. Core Financial Products (GL, AP, PG, Requisitioning, & AR) live date - The Licensee requires these modules be live on or before
December 1S\ 2004. Licensee further requests that if possible these modules be live on October 1S\ 2004. Licensor agrees to have the
Licensee live and operational on or before December 1S\ 2004 and will strive for a live date of October 1SI, 2004. If Licensor can not get
these modules live by October 1 S\ 2004, Licensor agrees to convert open Purchase Orders and Change Orders at no charge. This
commitment requires the Licensee to obtain the Turnkey Implementation plan.
2005
1 sl
ive on the Payroll module by January
the Licensee
to have
'1 th
this contract no later than Junejffi: 2004.
hereby agrees
Payroll live date - The Licensee requests and Licensor
This commitment is subject to the following
20.
"""MOly "","e,ted by ""'""',: ~~,esPon,. to U"'",o' '.q"esIs ond
The Licensee must execute
a.
available as
The Licensee must work with Licensor to define payroll modifications necessary and both the Licensor and Licensee must define
which ones are required by January 1 S\ 2005.
make staff
The Licensee must
assignments
b.
c.
06/02/04
Page 29
Standard License Agreement
Exhibit J (continued) - EXCEPTIONS TO THE STANDARD CONTRACT
Licensor commits to providing all customers access to a "Web-based library of Crystal Reports (Report Repository) before the end of 2005
22. Licensor agrees to the following "Software Continuation Clause:" In the event that the support for the Licensed Program is discontinued by
either Licensor, a successor firm, or other assignee to this Agreement (collectively referred to as "Licensor"), Licensor will provide access to
any enterprise software solution made generally commercially available by the Licensor that is designed to run comparable business
functions to what was run by the Licensed Program. Such new software solution will be provided at no additional cost, assuming Licensee is
receiving uninterrupted software support. Additionally, if such discontinuation of the Licensed Program occurs within 5 years after the
execution date of this Agreement, Licensor will also provide, at no cost to Licensee, any consulting services necessary to migrate from the
Licensed Program to the new software solution,
21
provide a
This is a no
Third Party System Interfaces - specifically Utility Billing, Parking Fines, Building Permits, and Resort Tax Billing. Licensor will
standard import file definition for said interfaces in the General Ledger. Licensee agrees to massage the data into said format
charge item
23.
24. Disaster Recovery Services. Today the Licensor does not have in place all the items necessary to provide said service. Said service will be
available by the end of 2005. Licensor agrees to provide said services for an uplift of 25% of the annual license support fees on InForum
Gold. Licensor further agrees to hold the 25% rate for a period of 18 months following availability of said service.
Standard Register printing. Licensor agrees to modify the Accounts Payable check, Payroll check, and Payroll Direct Deposit advice check
to work with the Standard Register printing, Licensor further agrees to provide said modifications for the price quoted on the standard
forms. For the fees quoted, these three items will only be available via Standard Register printing. If Licensee desires to also have printed
forms via Licensed Programs the forms will be created at the then current rates.
25.
Miami Beach
Drive. Third Floor,
26. Risk Manager Definition. The Licensee's Risk Manager operates out of offices at 1700 Convention Center
Florida 33139, telephone number (305) 673-7000, Ex!. 6435, and fax number (305) 673-7023.
Drive, 3'd
Miami Beach
28. Public Entity Crimes. Licensor agrees to the following: A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a)
Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to execution of this Agreement by the
parties.
Floor,
1700 Convention Center
all invoices to: City of Miami Beach. Accounts Payable,
27. Licensor agrees to submit
Florida 33139
29. Changes and Additions. Changes and additions to this contract shall be directed by a written amendment signed by the duly authorized
representatives of the Licensee and Licensor. No alteration, change, or modification of the terms of this contract shall be valid unless
amended in writing, signed by both parties hereto, and approved by the Licensee's City Commission,
06/02/04
Page 30
Standard License Agreement
Exhibit J (continued) - EXCEPTIONS TO THE STANDARD CONTRACT
30. Conflict of Interest. The Licensor agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest
Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if
fully set forth herein, in connection with the Agreement conditions hereunder. Licensee will provide Licensor copies of said documents
upon signing of this contract. Licensor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly
which should conflict in any manner or degree with the performance of the Services. Licensor further covenants that in the performance
of this Agreement, no person having any such interest shall knowingly be employed by the Licensor. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom.
Florida State Package. The Florida State Package includes all reports and electronic files necessary to meet the requirements of the State
of Florida as they relate to either the payroll package or the accounts payable package.
31
32. Source Code. Licensor agrees to provide a copy of the Licensed Program source code upon request annually. Said source code is being
provided for the Licensees protection only. No changes to said source code are authorized, One exception to providing source code is the
InForum Gold Cashiering Module. With the exception of contracted, customer specific modification work, CORE Business Technologies
does not provide source code. CORE Business Technologies does provide a master escrow agreement.
33. Application Servers. With the purchase of each Web application, the Licensee will also receive the associated Application Server for that
product. Licensee will be able to use said Application Servers for their internal applications. Any and all questions and support for the
Application Servers will be billed at the current Service Rate. Any Application Server that the Licensee desires to purchase without
purchasing the Web application itself can be purchased for $7,500 per server.
06/02/04
Page 31
Standard License Agreement
06/02/04
Exhibit K - TYLER'S COMMITMENT TO THE FUTURE
The following is a letter from John Marr, the Chief Operations Officer for Tyler Technologies.
iNSERT JOHN'S LETTER
Standard License Agreement Page 32
Exhibit L - DA TA CONVERSION DETAILS
D - Data File Conversion Services
the information in Exhibit
Additional information to support
Standard Conversion Services:
Our proposed pricing for standard conversion services, is based upon converting legacy data from the City existing system. Additional
years of data can be converted at an additional cost (typically 2 conversion days for each additional year on each module) but our
proposal reflects converting the City's current and previous fiscal year (except for Project Accounting) for the following.
The conversion estimate includes conversion of financial & personnel data for one agency (City of Miami Beach). The conversion
includes the current and previous fiscal year for General Ledger and Accounts Payable data,
.
Eden Systems will convert the chart of accounts, account and organization titles funds, account balances, account history (activity)
on both an annual and per-period basis for every fiscal year converted, including budgets.
.
For the Accounts Payable conversion, Eden Systems will convert vendor and vendor balance information, outstanding check
history, and vendor check and invoice history.
.
Purchase orders, outstanding invoices, security setups, requisition queues, requisitions, vendor ship-to, and vendor bill-to
addresses are not included in the standard General Ledger, and Accounts Payable conversion.
.
The conversion estimate for Accounts Receivable includes two conversions of Accounts Receivable customer identifying
information (customer number, name, addresses, and billing codes) and current Accounts Receivable open items (customer
number, account number, due date, amount owed). The Accounts Receivable conversion does not include history.
.
The conversion strategy for our Project/Grant Accounting module consists of converting the Project Strings, Materials history,
Labor history, and Project Balances. This conversion includes up to five fiscal years of project accounting data.
.
The Fixed Assets conversion can include identifying information (fixed asset number and type), depreciation information,
distribution information, asset class information, and improvement information.
.
The PayrolUPosition ControU Human Resources conversion estimate includes conversion of payroll data for the City of Miami Beach.
For the Payroll conversion, we will convert employee and position information, grade and step tables, employee benefit and
deduction information, direct deposit accounts, employee leave balances, and the current year's employee paycheck history.
Previous year's payroll check history, job costing numbers, and job costing history, are not included in the standard PayrolUPosition
Control conversion.
.
06/02/04
Page 33
Standard License Agreement
. The Special Assessments conversion estimate Includes assessment district information (assessment types, ordinance numbers,
and descriptions), assessment specific information (owners, assessed amounts, and balances due), and transaction specific
information (bills, receipts, and their associated amounts). Fee structures are not included In the conversion.
. The estimate for Parcels conversion includes basic parcel information consisting of addresses, owners, assessments and zoning.
Along with Building information (addresses, owners), business information (addresses, owners, insurance) and professional
Information (surveyors, architects, engineers).
. The Permit conversion estimate Includes permit address, owner, applicant, and lender. All legacy fees need to be combined into a
70tal fees' code representing the summation of all fees on a permit.
. The Licensing Module conversion estimate includes occupational information (mailing information, phone, email, tenants, lessees),
and account Information (numbers, fees, deposits). Fee structures are not included in the conversion.
. The Utility Billing conversion estimate includes customer information (mailing information, phone, email for owners, tenants,
lessees, lenders, property managers, escrows, etc.), service location addresses, account information (numbers, services, fees,
deposits), meter information (number, location, measurement of the meter, radio frequency), and history (meter reads and
consumption, bills, receipts, billing adjustments, receipt adjustments). Fee structures and service orders are not included in the
conversion.
Data Conversion Responsibilities! Formats
Client and Eden Svstems ResDonsibilities
A successful conversion requires commitment from both Client and Eden Systems.
The client shall:
. Furnish Eden Systems with the required data import files specified herein on a mutually-agreed upon date
. Verify converted data against the source data (by means of reports, etc.) to validate the data conversion
. Provide reasonable access to key personnel during the conversion
. Supply detailed file layouts and documentation when the data cannot be supplied in the required format
Eden Svstems shall:
. Convert client-supplied data according to the conversion timetable
. Provide consulting services for client personnel during the conversion process for the purpose of answering questions about
the specifications
. Assist the client in reconciling and verifying the data between the two systems following the conversion
Standard License Agreement Page 34 06/02/04
file for each
file, 2) Non Formatted Microsoft
Control characters, non-printable characters, or
there is a separate import
delimited text
In general,
"I
characters.
File Formats
Data to be converted to InForum Gold is contained in several different import files.
type of information to be converted.
Conversion import files may be provided in one of the following formats: 1) ASCII pipe
Excel Worksheet, or 3) Microsoft Access database.
The import files must adhere to the following characteristics:
. ASCII character content: The data must contain only printable ASCII
"packed" data fields are not allowed.
One record per line or row: Each
ASCII PiDe Delimited Text File:
Data may be provided as ASCII pipe delimited text files with variable length data separated by a "/" ("pipe") character. Variable length
records contain fields that are only as wide as the data requires (there are no leading or trailing spaces between data in each field). Flies
should be stored using the ",txt" file extension. Fields containing a Null value should have two adjacent pipe delimiter characters """
representing the start of the current field and the start of the next field; it is not necessary to fill the field with spaces.
Microsoft Excel Worksheet:
Data may be provided as a Microsoft Excel Worksheet with one worksheet representing one conversion file. All conversion files may be
stored in one Microsoft Excel file as separate worksheets in the same ".xls" file extension. Worksheets cannot contain macros or data
links. Each worksheet must adhere to the file specifications with the first row containing the header column information and each
subsequent row representing one record of data.
Microsoft Access Database:
Data may be provided as a Microsoft Access Database with each conversion file defined as a separate table. Table names should
adhere to the file names minus the ".txt" extension. Upon request, a Microsoft Access Database may be supplied with all conversion
tables pre-defined.
06/02/04
line or row constitutes a single record or row of data.
Page 35
Standard License Agreement
.
Exhibit M - PA YROLL MODIFICA TION DETAILS
the payroll modifications necessary for the Licensee
The following details support
Unique Payroll System Requirements
Vacation and Sick time pro-ration, Each employee receives 96 hours per year of Sick Time. This means that we give 3.69 hours per pay
period of accrued sick time. If the employee does not work the full 80 hours, the accrued hours of sick is pro-rated against the number of
hours worked, If the employee has 40 of Regular pay and 40 hours of Dock, (AWOL, Leave without Pay (LWOP)), this employee will only
receive 1.85 of accrued sick time. The same basic rules apply for Vacation time; however there are 3 rates of vacation time accrual
depending on the number of years of service. How is this handled?
On the employee leave type selection you may set the leave accrual to be based on hours worked. By doing so the system will
first calculate the amount of hours to be accrued then pro-rate that figure based on actual hours worked, The same rules apply
for vacation. An unlimited number of leave plans can be defined with varying accrual rates based on length of service, varying
maximum accruals, varying payout provisions, etc.
Checking accrual balances and deducting accruals. The must allow the entry of certain codes (like Sick) even if there is no available
balance. The system will take that entry and attempt to pay using the balance of another code. For example, the employee may have
Vacation hours available. However, the system must note that the original entry was made on Sick but is being charged to the vacation.
The system must be flexible enough to allow the setup of various hierarchical codes that it must check for balance serially (if not available,
check the next code and so on) until the system uses a code that is of No-Pay (LWOP). Also, if a code is entered that is not permitted for
this employee, the system should either notify the user upon entry, denying the entry - or if the entry finds no match - and the employee is
not specifically set up for LWOP, an LWOP authorization is automatically created and reflected on the check stub. How is this handled?
2.
Currently, leave plans can serially underflow from other plans. Serial balance checking is not indicated while entering, but
happens while batch processing. However, there are no provisions for changing or spli<<ing the some of the entered hourtype
hours to account for LWOP. This is could be especially complicated if activity is entered daily, since there can be many
combinations of various leave types being taken. The Fixed Fee cost to modify the software to handle this is $6,250.
Salary Range / Steps. Some of our employee's are compensated on a "steps" system, while others are paid using a minimum and
maximum range. Employees that are on steps are assigned a step (normally Step A) when hired and proceed to the next step upon a
merit increase. As such, the HR system must have a screen where we can put the salary steps for each type of occupation. There must
be room for at least 20 steps within each occupation. The other employees that use the range system must have a minimum and a
maximum amount of compensation controlled by the table. The screen to change and/or assign a salary must allow for a step to be used
(if your occupation is one where steps are used) or for a fixed amount (or percentage of increase) to be entered. How is this handled?
3.
InForum Gold allows setup of a grade and step table where you can enter the salary steps for each type of occupation and wi
06/02/04
Page 36
Standard License Agreement
satisfy the minimum 20 step requirement. When an employee is setup the system allows you to specify the grade and step to be
used for the specific position appointed to. It will also allow you to override the grade and step so you may enter a fixed salary
amount.
Salary increases can be processed automatically via defined "increase schedules' These can be defined such that the
employee moves from one step to the next if they are step based, or receives a percentage increase for non-step based
employees.
At present, if you define an employee as non-step based (you override grade/step when creating the employee), there is no
check against minimax values for the salary you enter for the employee. The Fixed Fee cost to modify the software to check
minimax values for employee salaries is: $3,750.00
Vacation, Sick
What gets printed on the check for accruals? The system must allow for the following accrual balances to be printed
Floating Holiday, Birthday, Alternate Holiday. How is this handled?
4.
checks.
Holiday Entry. The system must automatically enter holidays for those employees that are eligible to receive a holiday. This means that
some employees in a particular "status" cannot receive a holiday. In addition, the payroll coordinator can override this by manually entering
a holiday for a specific employee. The system must allow us to enter the 10 official Holidays that the City observes into some system table
Also, the hours for the holiday should defaullto each employee's daily hours. How is this handled?
payro
For each leave plan there is a flag In which you may specify whether to print the leave accrual balances on your
5.
You didn't indicate what the groups are, or how to determine who gets or doesn't get particular holidays, However, to provide for
a default holiday hourtype that overrides regular hours, separate for each group of employees that use a particular shift, the
fixed fee cost to modify the software would be: $2,500.00.
Longevity Hours and Service Hours. The system must keep track of how many hours of work are performed by each employee. This
must be the running total (life to date) of regular hours, vacation, sick, Longevity and Service hours, etc. Longevity hours represent how
many years, regardless if the employee is part time, of service that the employee has been working with the City and must be stored by
employee, accumulating over time. For example, a full time employee will have 2080 hours of Service and longevity at the end of his/her
first year. A part-time employee (40 hours bi-weekly) will have 1040 hours of Service time, but 2080 hours of Longevity at the end of the 1st
year, Both employees have 1 year of Longevity while Service hours represent actual hours worked. How is this handled?
6.
We keep detailed history for all pay periods by earnings type. This allows calculations at any future time to determine totals of
interest, Various screens and reports can show this information. A report writer can be used to construct information that can
not be anticipated in advance.
Longevity Changes Automatic. The City pays some employees Longevity pay. This pay varies from 2.5% to 11 % depending on the
number of years the employee has been with the City, (based upon accrued Longevity Hours). The system must have a counter which
keeps track of how many years the employee has been working for the City. At the 7, 10, 15, 20, and 25 anniversaries for Miami Beach
the system must automatically adjust the percentage of extra pay for the employee, If the employee takes a leave of absence, this time
7.
06/02/04
Page 37
Standard License Agreement
get a Longevity
does not count towards the Longevity hours. In addition, we need a report each pay cycle that indicates who wi
change/increase in the current pay cycle. How is this handled?
Longevity pay (or any earnings type) can be based on a Formula, which can allow for a user defined set of calculation steps to
determine a resulting pay amount. These steps can be based on any number of different criteria, including an adjusted hire date,
accumulations against history, testing against any employee data field, etc. While it Is difficult to nail down your exact criteria at
this time, we may need to extend our list of possible functions to accumulate a particular set of actual earnings, excluding some,
so that you can arrive at the longevity hours you need. The fixed fee cost of adding one function is $1,250.00
Check Printing Software. The system should allow for the creation of an ASCII file for both the check and payroll advice process, (or
optionally have this capability buill-in). This allows our PC based check printing software to get these files and print them on laser check
stock, (including micr codes, signatures, etc.). How is this handled?
8.
We can modify our check print form to an ASCII file format so that you may print your checks from another source. However,
InForum Gold comes complete with the ability to print your payroll check on laser check stock including, micr codes, signatures,
etc. This program can export the Crystal Report format file for reprint purposes, however it isn't an ASCII file. This is the
preferred method, because it maintains a consistent processing path, and allows for variations for a direct deposit advice,
reprints, replacement checks, etc. However, the fixed fee cost to create a custom ASCII export file in a specific format wou
$5,000.00
check
Idbe:
Printing Adjustments on Checks. The City wants the software to print adjustments to pay and leave made by HR and/or Payroll to be
reflected on the check so that the employee can see that adjustments are being made. The system can not "net" the amount on one of the
lines of the employee's check. How is this handled?
9.
All transactions that appear on the check must be captured through activity data (hourtype, hours, rates, etc), or possibly by
manually calculating an employee's payroll process to lock in specifics. In most cases, designated earnings types can be
created to itemize different kinds of adjustments or leave changes. Currently the paycheck printing program does consolidate al
similar activity by the hourtype and rate. To modify the system so that certain types of earnings/hourtypes are listed separately
for each occurrence, we would need to add an additional field and modify the check print program to keep these separate. The
fixed fee cost of this modification would be: $2,500,00
10. Floating Holiday Accrual and Expiration. The system must give 3 days of floating holidays and one birthday at the beginning of the
year. Three (3) days (and one Birthday) being defined as 3-4 times the daily hours of an employee. This assumes that the system must
keep track of how many hours an employee works each day. The exceptions to this rule are the Firefighters that are on the 24 hou
schedule. At the end of the year, the system must automatically forfeit the hours if they have not been used. How is this handled?
These sounds like they would be implemented as Leave Plans. Leave plans have a number of different control options. For
example, different plans can be created and used by different employees that have similar accrual characteristics. A plan can be
set to clear the remaining balance at the start of a new year, as it adds the new accrual. However, the accumulation amount is
usually fixed, or based on longevity. If your annual accumulation Is highly individualized, we may need to extend our user
06/02/04
Page 38
Standard License Agreement
defined formula mechanism to leave accruals. This would allow the annual accrual amount can be calculated. based on some
variable factors. If this is the case, then the fixed fee cost would be $5,000.00.
Alternate Holidays. If an official Holiday falls on a day off for a specific employee, that employee is entitled to an Alternate Holiday the
can be taken in the future. The accrual for this is done manually. For example, if an employee earns an alternate holiday, the payroll
coordinator enters a transaction via Time Entry to indicate that the hours entered should be added to the accrual hours of alternate holiday.
There are no dollars paid with this transaction when it is entered, By the same token, there is another transaction that is used to indicate
that the employee is taking (reducing the accrual balance) an alternate holiday. How is this handled?
11
You may set up the alternate holiday as an hour type with an action of "Bank". This will allow your payroll coordinator to indicate
the total hours that should be added to the alternate holiday leave plan. No dollars are paid for the banked hours; it simply
increases the accrued leave balance. Another hour type would be created that would pay and reduce the alternate holiday leave
balance.
12. Vacation "Must Use" Any employee that was hired after 10/1/1978 has a maximum vacation accrual balance of 360 when the calendar
year starts. This means that during the year, he/she can earn more than 360 hours - BUT - at the end of each year, some process must be
initiated so that the same employee forfeits any hours in excess of 360. Employees hired prior to 10/1/1978 must be excluded from this
process. How is this handled?
This seems to be saying that there is a year end carryover of up to 360 hours. We have a carryover mechanism that is triggered
by entry of a special carryover hourtype during the relevant pay period. This triggers the payroll to reduce the balance to the
specified amount. For an agency of your size, this process should be modified slightly to automate this process. We would
suggest adding a carryover frequency field to the leave plans. The fixed fee cost of this modification would be: $1,250.00.
13, Variations on Vacation/Sick. Each employee has the right to ask for 3 instances of emergency vacation or emergency sick. This is used
when an employee needs to go out on vacation or sick without prior approval. This is a separate transaction from regular sick or vacation,
entered in Time Entry; however it must reduce the accrual balance of either vacation or sick, depending on the code entered. How is this
handled?
A separate hour type would be set up for each type of variation. The system would track the amount taking for each type of
variation but would reduce the accrual balance of the leave plan specified in the hour type.
4. Overtime Rate. The rate that is used to compute overtime is made of several components. Those are; the basic wage, extra pays
(included as part of the salary), longevity pay, and differentials (ex: out of class, shift pay, etc). All of these items are added together and
divided by the employee's standard hours to determine what we call the overtime rate. Any overtime hours entered via Time Entry are
multiplied by this rate to determine the pay. How is this handled?
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An overtime hour type would be created utilizing a formula that our implementation team would setup to generate the correct
rate for the overtime hours entered. During time entry the user would only need to enter the overtime hour type and the hours of
overtime worked. There is also the possibility that this is an FLSA calculation. That requires some classification of hourtypes
and setup of standard FLSA cycles within our shift codes, but may be what you are looking for. So, there appears to be a couple
of possibilities.
Download Files for Pensions. Bi-weekly we must create several files for upload to the various pension entities in which employees are
enrolled. These files must include demographic information from the HR system and contribution information from the Payroll side. In
addition, all the information from all employee checks is downloaded and made available. How is this handled?
15.
This is something that cannot be specified from this simple description. Pension sub-systems are very specific In their
requirements and we couldn't make an estimate without knowing the details. This is especially true if there are multiple systems
to be reported to, separately. We have an existing set of programs to produce the monthly earnings/deductions information for
the FRS agency. This does not send demographic data. We have created a number of this type of system, so a basic rule for 3
program sub-systems (extract, maintenance, report w/mag file) is about 60 hours of work. However, this can vary wildly if there
are multiple types of data being reported. We would need to see the speCifications from each agency before getting more
specific. Need more information.
16. Savings Bonds. The proposed system must provide for the accumulation of deducted monies in various amounts that are automatically
used to purchase US Savings Bonds in a variety of denominations. It must track this information, report on it each pay period and create an
ASCII file for export to purchase the Bonds in the name of the employee or their designated recipient.
InForum Gold allows you to set up a savings bond purchase plan. A benefit/deduction plan is setup in which you may specify
the denomination and purchase price for the saving bond. During payroll processing the employee will accumulate the amount
deducted in hislher employee file, which does not need to be the exact cost of a bond. You may also indicate the minimum
number of bonds to purchase for the employee at anyone time.
Amounts are accumulated through deduction until a separate external process is run to calculate the purchase. A savings bond
purchase report when you are ready to purchase savings bonds for employees. You take this report to the bank to purchase the
bonds in the quantities and denominations listed. This can be modified to create an ASCII file format for export, but the required
layout would be needed. The program calculates the number of bonds to purchase for the employee based on the denomination
and amount specified in the benefit/deduction plan, the employee's minimum purchase preference, and the employee's current
bond balance. It then subtracts the purchase amount from the employee's accumulated bond balance to calculate the remaining
bond balance, No accounting is performed and checks are not created through this process. AlP checks are typically created.
The report includes the total amount of each bond denomination to be purchased and lists participating employees, their current
accumulated balances, minimum purchase requirements, bond accumulations for the pay period, purchase costs,
and the accumulated balances after the purchase.
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This would require modifications to create an ASCII file in a given format. It would also require the addition of a new field to hold
the name of a designated recipient, If different then the employee. If more than one recipient is needed, these modifications
would not be sufficient. The fixed fee for creation of an ASCII output file and an additional field would be $2,500.00.
7. Out of Class Pay. The Out-of-Class pay rate is calculated differently for each Union or bargaining unit. Any time entered via Time Entry
will be multiplied by the rate for the specific union in which the employee is a member. This involves gelling the employee's job code and
determining the Union associated with this job and ultimately the rate for out of class for this employee. This also implies the storage and
application of Shift 2 and Shift 3 rates of pay if applicable. How is this handled?
This seems to be saying that when employee "A" works out of class, their normal hourly rate is multiplied by a factor associated
with their normal salary group. If this is the case, then a field can be added to our Salary Group record to hold this Out of Class
factor. This field would then be available from a user formula to be use for calculations. This implies that it doesn't matter which
job is worked, the same rate would be applicable. This could also be available for shift pay. To add a field to the Salary Group
record and extend this value to User Formulas, the fixed fee would be: $1,250.
8. Extra Pay. There are several types of extra pays which add to an employee's salary. These extra pays are normally some percent (%)
above the basic wage. The system must allow for these types of pays. Some of these extra pays are calculated as a combination of a
step and a percent. They must be printed individually on the check stub/notice so that employees can see how much each extra pay is
included in their check.. How is this handled?
This doesn't say if the extra pay is recurring. If so, premiums can be created that calculate in varying ways, including user
formulas. A premium is a pay factor tied to an employee which adds automatically to their pay.
19. Report Printing Sequence. The check register and checks must print in department/alpha order. Although the police department uses
several department numbers of the form 11??, all of the police department checks need to be combined. How is this handled?
By default, payroll checks are printed by department. If you want to sort the employee's check by something other than the home
department, you may enter a check sort code on the employee master file. For example, you might sort checks for employees
working in a remote location separately. The check sort codes are maintained using the check sort codes form on the employee
setup menu in Payroll.
20. Shift Pay. The system must automatically pay shift differential without any user entering SHIFT PAY in the time entry process, The
system must allow the user to specify Shift 1, 2, or 3 on an employee's record. Each pay period the system will start with the employee's
bi-weekly hours (normally 80) and subtract any leave time and any other shill pays, and automatically pay as many hours as the result of
this computation. For example, an 80 hour employee who works 2nd shift takes 8 hours of vacation and on one day works the 3'd shift.
Then this person will be paid 64 hours of Shill 2 (80 - 8 vacation - 8 shift 3). How is this handled?
We have a shift pay mechanism, but it is designed to compensate pay day by day for hours worked on shift that can rotate. If
your employee works for an extended period of time, one of our extra employee fields can be dedicated to indicate which shift
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Standard License Agreement
they are on, or an employee premium can be created to calculate the rate for each shift, using a formula. The premium or shift
value must be maintained when changes occur.
Union Cost of Living Adjustments. The system must have a program that allows for a COLA to be processed where the selection
criteria is a specific Union or bargaining unit. Since Unions are associated with Job Codes (not employees), this means any employee who
currently has that job code, he/she will get a COLA increase as of a specified date. Along with the changed COLA being applied on the
system, a resulting report must show the names of the employees that were changed. How is this handled?
21
Grade tables in InForum Gold have both effective dates and Union (salary group) Identifiers. This means that you can create the
next set of tables any time in advance, with the effective date of the change. The new rates will automatically begin to be used at
the appropriate time, and employee salary change history will be captured. There is not a report currently that will look forward
to show the projected changes directly for grade table changes. Also, there isn't a salary history report that would show the
history of salary changes by employee for a given period of time. The fixed fee for these 2 reports would be: $5,000,00 for both,
or $2,500.00 for either one individually,
22. No check report. The system must provide a report on each pay calculation run that indicates which currently active employees are NOT
getting a pay check (ie, No check is being produced or zero net pay). This should also include any other "fatal" errors that would require
adjustments prior to the final payroll calculation. How is this handled? Include a sample.
Although there is a classification of employees (Occasional Workers) that can produce a warning message on our main
processing report when not paid, a separate report would probably be required to capture a list of all employees that didn't have
viable processes in the current pay period. The fixed fee for this type of report is $2,500.00.
23. Employee Roster & Timesheets. The system must provide a report which prints an employee roster that is in alphabetical order by
employee name. Other sort sequences would be Dept., Class, Union, Seniority. It must also prepare printed timesheets for use in the field
to collect time data for the upcoming pay period. Finally, the originator of the time entry information/adjustments must have a way to
display/print only those changes they personally entered for edit purposes. How is this handled? Include a sample.
Basic employee lists are available with a number of sort options, including name, home dept, and hire date. Paper timesheets are
also available, printed in home dept. and name order. Time entry does not currently have a field identifying the person doing the
entry. The fixed fee to add a field and populate it with the person doing entry, and provide a aBE filter on an existing entered
activity report would be: $1,250,00.
24. Missing deduction report. The system must provide an exception report that indicates when a specific REQUIRED deduction has not
been taken. There should be a table (or some other mechanism) that allows us to specify which deductions are mandatory and should
always be on the employee's check, How is this handled? Include a sample,
Depending on your definition of Mandatory, a new field in the master plan records will probably need to be added, along with a
report to find the exceptions. There may need to be some clarification as to whether to Include employees that are entirely
missing from the process, or just those processed without any from the set of mandatory plans. The fixed fee for this Is
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Standard License Agreement
$2,500,00.
25. Labor Distribution, The system must allow the specification of appropriate expenses and liabilities for wage, benefit and other
transactions generated at payroll time and must generate the appropriate journal entries to post to the finance system after review by both
payroll and finance personnel. How is this handled? Provide a detailed explanation of the transactions generated for the Expense, Project
and General Ledgers.
Accounting in InForum Gold payroll is managed by specifying full or partial account masks in several relevant record types.
Typically, each of the benefits and earnings types have an account mask that specifies the lower or 'object' portion of the
account number (salaries expense, overtime, pension, FICA, etc.). The employee or position contains one or more masks that
typically contain the upper, or fund/department portion. These can be setup as a series of masks in designated percentages,
where needed. Although there are a number of variations of this, the masks are basically merged to produce full account
numbers in the distributions that will affect the cost centers where an employee dynamically works during a pay period. This
method has proved extremely flexible in achieving accurate account distributions.
During the Activity Entry process (or activity import, if used), account overrides can be made. Project numbers can also be
specified to capture certain costs within a separate Project Accounting module. Employee can also have default project
numbers, so that not everything needs to be entered through exception.
26. Health/Dental Head Count. The system must have a report printed at each pay cycle that shows each Health Plan, how many employees
are in each and the benefit and deduction allocations by employee, department and overall. The same information is needed for each
Dental Plan and/or other plan with options to select and report by bargaining unit. How is this handled? Include a sample.
We have a Benefit/Deduction report that prints the actual employees within plans, listing the benefit and deductions from the
current payroll, historical pay roll, or range (VTD, MTD, etc.). This report can select through QBE to print the employees in
specific salary groups, but they do not sort or break by these groups.
for several sortlbreak options. The fixed fee would be: $2,500.00.
27. Memo Deduction Register. Some of our health plans have employer matching contributions. The system must print a report of these
"matching contributions" by employee, department and fund each pay cycle as well as creating an ASCII file for export to third party
providers. How is this handled? Include a sample.
Modifications would need to be made to allow
We have several reports that print this information, either for specific types of deductions (pension, FICA, etc.) or for
deductionlbenefits in general. To add an ASCII file output would require the output format and a fixed fee cost of: $2,500.00.
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that shows all employees that are NOT receiving their normal/std
full paycheck or employees that are being paid more than their
28. Normal Hours Report. The system must print an exception report
hours. This allows us to check employees who will not be getting a
standard hours. How is this handled? Include a sample.
We would need to know whether to include employees not being paid. The fixed fee for a new report is: $2,500.00.
the employees (in
29. Alpha Deduction Register, The system must print a deduction register report showing each deduction followed by al
alpha. order) that have a deduction in the current pay cycle. How is this handled? Include a sample.
This sounds like our standard Benefit/Deduction report. Prints by plan listing employees and amounts. You can select whether
to Include deductions, benefits, contributions, or totals. This report also prints for any completed pay period or any date range.
Manual Checks to Check Printing Software. Whenever our Payroll department wants to print a manual check, the software must create
and format an ASCII file in the same format as the regular pay checks. This file will be used as input into our check printing program which
operates from a PC in the payroll department. Additionally, the posting of the appropriate transactions to the finance system must be made
at or before the next payroll process. How is this handled?
30.
As mentioned in item (8), we are hoping that our existing check printing program can function in this capacity so that an ASCI
file is not necessary. In InForum Gold, a 'Manual' check is basically an advance draw against the next payroll. This would not
print any benefit or earnings information, but creates a basic check. If this is the case, then the existing functionality would
suffice, even if the modifications mentioned in #8 where Implemented.
Extended Base Wage. The system must show on a form/screen what the extended base (annual) wage currently is for an employee.
This is made of the sum of base wage, extra pays (that are part of salary), and longevity pay, This value can change week to week if the
employee gets extra pays added to his/her pay check. The update of the extended base wage must be available on a bi-weekly basis as
part of the regular pay process and "on-demand" by running a special process. How is this handled?
31
Because of the myriad of calculation formulas and options that are typically used, it is not possible to create a dynamic
projected annual earnings amount that can include all possible earnings and premiums. Many formulas can be constructed that
only have the particular variables or cross earnings data available during the live payroll. If your relevant extra pays can be
expressed as simple flat amounts, this number can probably be accurate. Within the employee/appointment form, it is possible
to change the view for base salary to display either pay period, monthly, or annual salary, depending upon what makes the most
sense. This view would include the extra pays that fall within a defined set of possibilities, such as flat amounts or percents of
base pay.
of an
hour
for example
"pay". We must have the ability for a deduction to be calculated using
(not the wage from salary tables). How is this handled?
32. Union dues based on 1 hour of
employee's extended base wage
Formulas can easily be constructed based on many possible variables. The extended base wage may be able to be constructed
in a formula during the actual payroll, since all actual pay amounts are available.
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33. Arrears and (zeroing out arrears). The system must have the ability to have arrears processing for the deductions that we choose. In
the setup of the deductions, we need to be able to specify how arrears are taken (for example, take an additional amount specified at the
employee level or take twice the normal amount, etc.). The system must also allow the HR department to "clear" an arrears condition
using a specific transaction for this purpose. How is this handled?
Arrears processing is not currently available in InForum Gold. This option has been discussed and has a number of
requirements that would need to be solidified. But the fixed fee for including this feature is: $15,000.
34. Leave History. The system should have a report that lists by employee all of the occurrences of leave each employee has had. This
would list items such as vacation, sick, birthday, floating holiday, alternate holiday, religious sick, etc. The leave history should reflect the
original code entered, the code taken (if different), the hours, the date of the leave, and the pay date or payroll number. The leave
adjustments should include a negated record of the original leave entry and the corrected entry. How is this handled?
and leave lost
There Is a Leave Summary/Detail report that displays the leave history for accrued, taken, banked (comp earned),
(over max). This can be printed for any range and allows up to 4 different sortlbreaklpaglng options.
35. Shift Change and Address Change. The system must allow department supervisors not in the HR and Payroll department, the ability to
change an employee's working shift and home address - ONLY, (other than time entry). This would be done in a secure manner with a
username and password. How is this handled?
InForum Gold provides flexible setup security which will allow you to define which users have access to employee data and
which data is available to update. You can set certain user security to only allow them to access the employee address and shift
code. Security can also be added so that they are limited to a particular set of employees, such as the ones they manage.
36. 401 (a) and 457. The system must check the limits of contribution for our 401 (a) and 457 plans and ensure that employees do not exceed
these limits. In some cases, an employee may have contributed to more than one plan and these contributions must be combined before
checking the limit. How is this handled?
When setting up the 401 (a) and 457 plans you can designate a maximum amount that can be contributed to each plan. Further,
each plan can have a plan category assigned to It. The plan category can also be assigned a maximum. The system will check to
insure that each plan does not go over the maximum and that the total of all plans assigned to the same plan category do not go
over the category limit.
37, Life Insurance Calculations. All employees are enrolled in a contributory term life insurance plan. The premium is recalculated each year
at the beginning of the year using the then current extended base wage (referenced elsewhere in this section). The system must
recalculate this premium at the beginning of each year and store it as the premium amount for this required insurance plan for each
employee. It is based upon the extended base wage rounded to the nearest thousand dollars. This affects only the life insurance
deduction for the employee. How is this handled?
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Standard License Agreement
There are two approaches to this. 1) Some process must be run that can either capture the Extended Base amount at the
beginning of the year in an unused employee field. This field can then be referenced in a formula for the Life Insurance
calculation. Or 2) Some process must be run that can calculate the flat amount of life insurance and store it in the employee's
plan. The method would depend on whether this beginning of year value could be of use for other processes. Either way, a fixed
fee to create a program to calculate and load the result in one of the two places would cost: $2,500.00.
38. Pay Accumulation for Deduction Purposes. Several deductions are calculated such that the deduction amount is a percentage of the
accumulation of certain pay items. For example, pension deductions are 10% of pay items that we have specified as "pension-able" or
eligible. The system must allow for up to 10 different types of accumulations that are used in the calculation of pay and/or deductions. How
is this handled?
You are allowed to create as many unique accumulators as you need for various calculations. Our Agency Plan Categories are
typically used to accumulate separate totals for federal wages, pension wages, FICA wages, etc. but can also be used for any
'bucket' that might be needed. Every earnings type can be included or excluded from the accumulation, and the results of all
benefits and deductions can also add or subtract from this amount. That is how we create pre- or post- tax amounts. In this way,
you can modify the federal, pension, and other wagelhour bases to include exactly the earnings needed to perform the
calculation, and they are captured separately in history.
39. Deduction Life to Date information. All deductions must have Life-to-Date (L TD) information stored which may Include hours and dollars
and be capable of exporting to the retirement-pension system. How is this handled?
L TD deduction information is stored and can be reported in the 'Benefit and Deduction" report, This report allows the user to
only report deductions or benefit amounts, including hours and dollars for any date range. They are available for use by other
sub-systems, but would require that system to perform a query. The specifics would be dependent upon the particular pension
requirements, which haven't been specified here.
file
40. Positive Pay file. The system must create an ASCII formatted file that contains all of the checks being produced each pay cycle. This
is transmitted to the bank and used by them to verify the checks that are valid from the City.
Positive Pay Export uses a user configurable output file that should be able to match your bank's requirements.
Social Security and Medicare. The City maintains a retirement plan(s) that most employees participate in which eliminates the need for
employees - or the City -to pay Social Security. Some specific employees do pay into social security. The system must allow for this
deduction (Social Security) to be disabled. Also, employees hired after 1986 have a Medicare deduction, while those hired before this date
do not have this deduction. The system must allow for this condition also. How is this handled?
Our
41
When assigning employee benefits and deductions the system allows you to assign certain plans while disallowing the
enrollment in others. For those hired after 1986 you would simply enroll them in the Medicare plan, while those before 1986 you
would disallow the enrollment in Medicare.
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Retroactive Pay Processing. The system must provide a capability to process retroactive pay for selected employees and employee
groups or bargaining units. It must allow the creation of separate checks and/or optionally including the added pay in a regular check while
taxing it as if it were paid over the retroactive period being covered. Also, it must be capable of covering retroactive periods that span fiscal
years, multiple years, multiple COLA and/or incentive increases for the affected employees. Finally, it must be capable of automatically
adjusting deductions, (such as Union Dues), which are based upon the employees rate of pay. How is this handled?
42
Our Retro Pay process involves setting up one or more search criteria in order to accumulate certain earnings of interest. The
criteria include various earnings types, earnings classes, base pay, overtime, etc. The results of these searches can have a
percentage or multiplier applied, before it creates an activity line In the current payroll for that employee, using a hourtype that
you specify. The only affect it could have on a deduction would be the affect on a wage base that the deduction used for
calculations,
43. Benefit Plans, The system must be capable of providing a "default" benefit plan for a new employee based upon their position/bargaining
unit. Additionally, it must provide an "eligible" benefit plan which limits the benefits the employee can select from to those for which he/she
is eligible. How is this handled?
After setting up the individual benefit plans, you can then create both a default benefit plan set as well as an eligible plan set.
Both the default and eligible plan sets are then defined in the position. When an employee is appointed to the position they w
automatically be enrolled in the default plan set. If you wish to enroll them in another benefit plan that is not included in their
eligible plan set the system will provide a warning alerting the user that the employee is not eligible for the plan.
Address Privacy. Certain employees, (ex: Public Safety) must have their personal address information kept secret from all but the most
select individuals in the Payroll department. This is true for displays and well as reports of information within the system. How is this
handled?
44.
InForum Gold provides flexible setup security which will allow you to define which users have access to employee data and
which data is available to update. You can set certain user security to only allow them to access and view the employee address
data. When creating reports you can define what data will appear.
1099 forms for deceased individuals
Deceased Employees. The Federal Government now requires employers to produce both W2 and
for the year in which they or their estate received payments. How is this handled?
45.
1099 processing uses this to
InForum Gold retains detailed history for earnings, leave, and benefit/deductions. All W2 and
determine the relevant amounts that occurred in a given year.
46. Pension Adjustments. If an employee is erroneously recorded with, for instance, the wrong pension code/deduction and the error is not
discovered for an extended period of time, (6 months), how are the adjustments made to correct the problem? Assume the total taken was
$1,700 and should have been $1,600, How is this handled?
either by corrections on the following payroll. or by voiding the original check process, and
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Standard License Agreement
performing a reprocess. The timeliness issue here may depend upon the requirements of the agency being reported to. All
transactions would normally need to occur in a current framework, since that is when the correction is actually happening. Later
this year there will be a history modification program, which will let you make actual corrections to data (subject to internal audit
restrictions).
they identified
47. Garnishments. If an employee is subject to multiple garnishments which must be tracked separately and reported. how are
on the check, deduction reports and data base? Is there a way to record the "Case #" of each?
Garnishments can be created as a deduction; each deduction can be assigned additional input fields that can used to enter the
case number. When you assign a deduction code to an employee you may enter the case number and amount to deduct. You
may assign unlimited garnishments to each employee.
48. Overpayment. If an employee is erroneously overpaid and subsequently provides a personal check to "pay back" the overpaid money how
is this recorded in the system? What are the transactions necessary to effectively record the information in the system?
Generally, this would be handled by corrections to the employee's next check (assuming the totals didn't result in a negative
net). An adjustment hourtype could be created, and negative earnings entered. Benefit/Deductions should adjust correctly, but
manual adjustments can be made, if necessary.
49. Supplemental 415 Pension Overage, Describe the process needed to disburse supplemental 415 pension overage to retired employees
through the payroll system
We have not dealt with 415 disbursements from any of our existing customers. In most cases, retiree payments would be
manually setup as some form of 'earnings'. If there are annual limits that can be determined, then those can be setup for the
employee, or if applicable to one of several earnings, a user formula can be used to manage the amounts from just one. More
information may be needed.
Additional Info:
Payroll payments are handled through earnings types that each have separate taxability and accounting options or payment limits. If the
normal payment amount can be determined or calculated, there is a way to make this payment. Assuming the retired folks are no
longer active employees, then they can be combined onto the retirement payroll run.
Address
may exist
50. Batch/Negative Adjustments. Explain the process of applying "batch" or batched adjustments and any limitations that
the need to apply "negative" adjustments to payor time information and explain the steps involved.
InForum Gold does have an Auto generation process, where a particular earnings type can be mass inserted in a large group of
employees for a particular pay period. This mayor may not be what you are referring to here. Negative adjustments can be
applied to individual employees by either adjusting the activity amounts being entered, or in some cases, letting the system
calculate normal pay, and then adjusting before locking. Some of this depends on the extent of the negative amount. Negative
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Standard License Agreement
net is not allowed.
Probationary Period. The City requires the Probationary period for new employees to be extended in direct proportion to any LWOP time
taken during the probationary period, (must be based on service hours). Explain how this is handled in the system. Also, how are accrued
hours handled for employees that terminate during the probationary period and are subsequently rehired?
51
You didn't indicate what effect the Probationary Period has on the payroll, if any. Detail history is being kept, so depending upon
what this means, it should be possible to create reports that produce information that you need. However, there is not enough
information for me to understand if there are further requirements here.
When you refer to Accrued Hours, I assume you are referring to some sort of longevity-base leave accrual. If so, you may specify
the basis of leave accrual for each plan, and one of the options is an Adjusted Hire Date. This normally is set to their hire date,
but can be adjusted to compensate for extra service or extended time away.
Unique Payroll System Requirements
Ref # System Short Description Response $$$ Index to Note
PAY- DescriDtion
1.0 Pro-rated vacation and sick time. I
2.0 Accrual management $ $ 6,250
3.0 Salary Range/Step $ $ 3,750
4.0 Accrual Check disclosure I
5.0 Holiday time entry $ $ 2,500
6.0 Longevity/Service Hours I
7.0 Longevity Aging $ $ 1,250
8.0 Check Printing $ $ 5,000 See note, may
not be
reauired.
9.0 Adjustment disclosure on Checks $ $ 2,500
10.0 Floating Holidays $ $ 5,000 See note
11.0 Alternate Holidays I
12.0 Vacation Expiration $ $ 1 ,250
13.0 Variations on Vacation/Sick I
Functional Questionnaire No.3
06/02/04
Page 49
Standard License Agreement
06/02/04
Ref # System Short Description Response $$$ Index to Note
PAY. Description
14.0 Overtime Rate I
15.0 Pension Downloads More info See note,
more info
required on
each system
16.0 Savings Bonds $ $ 2,500
17.0 Out of Class Pay $ $ 1 ,250
18.0 Extra Pay I
19.0 Report Sequencing I
20.0 Shift Pay I
21.0 Union COLA $ $ 5,000 See note, cost
may depend
on
reauirements.
22.0 No-Check Report $ $ 2,500
23.0 Employee Roster $ $ 1 ,250
24.0 Missing Deduction Report $ $ 2,500
25.0 Labor Distribution I
26.0 Health IDental Head Counts $ $ 2,500
27.0 Memo Deduction Register $ $ 2,500
28.0 Normal Hours Report $ $ 2,500
29.0 Alpha Deduction Register I
30.0 Manual Checks & Check Printing I See note, this
may depend
on item #8
31.0 Extended Base Wage I
32.0 Union Dues from Base Pay I
33.0 Arrears Handling $ $ 15,000
Page 50
Standard License Agreement
Index to Note
$$$
Response
Description
System Short
Description
Ref #
PAY-
34.0
See note,
export
requirements
not supplied
$ 2,500
I
I
$
I
Leave History
& Address Change
Shift
401 (a) and 457
Life
35.0
36.0
37.0
nsurance Calculation
Pay Accumulation for Deduction Purposes
Deduction Life-to-Date
38.0
39.0
Positive Pay File
40.0
See note,
deduction
adjustments
are limited.
Social Security and Medicare
Retroactive Pay
41.0
42.0
Benefit
Address Privacy
Plans
43.0
44.0
Deceased Employees
45.0
46.0
Pension Adjustments
Garnishments
47.0
48.0
49.0
See note,
More info
needed.
More info
Overpayments
Supplemental 415 Pension Payments
06/02/04
See note,
description is
actually about
Negative
adjustments,
not SS.
Page 51
Social Security and Medicare
50.0
Standard License Agreement
06/02/04
Ref # System Short Description Response $$$ Index to Note
PAY- Description
51.0 Probationary Period i See note,
probationary
requirements
not snecified.
Page 52
Standard License Agreement
Standard License Agreement
Page 53
06/02/04
Travelers are encouraged to use their cellular phones for making both personal and business calls thus avoiding hotel telecommunication charges.
For those travelers who do not receive a monthly cell phone subsidy from Eden, pre-paid phone cards will be available at the reception desk.
These cards can be checked out prior to your trip and returned at the end of the trip. The Receptionists will monitor usage to ensure that any card
handed out has sufficient minutes remaining.
Telecommunication Costs
Travelers should stay in hotels of three star quality or less.
must stay at one of those hotels or one of lesser cost.
If the Project
Coordinator or
Project
Manager recommends hotels for a site, the traveler
Hotel
Note: Parking passes for Thrifty Airport Parking ($8.95 per day) or MasterPark ($9.95 per day) can be obtained at the reception desk
MasterPark parking passes can also be obtained from the Eden Intranet. All travelers are encouraged to use one of these options.
Costs
If the transportation to the airport and parking exceeds this amount, the
from a member of the Executive Management Group
mileage round trip to the airport not to exceed the combined cost of
parking offsite.
traveler
wil
not be reimbursed for the difference without prior approval
OR
mileage of 12 miles
round trip shuttle service to the airport not to exceed the cost of mileage of 12 miles
offs ite.
round
trip plus
the maximum of $14 per day
OR
The normal reimbursement for travel to the airport is the following:
mileage of 12 miles round trip to the airport at the current federal rate - the distance from the office to the airport and
reimbursement for offsite parking up to a maximum of $14 per day including tip- number of days determined by the number of days on site
plus an allowance for travel
round
trip plus the maximum of $14 per day parking
Trans
This guideline provides guidance to all Eden employees on the standards that will be used in auditing and reimbursing travel expense reports. If the
guideline does not specifically address your situation please have a member of the Executive Management Group approve the expense prior to
submission of your form to prevent delays in reimbursement. All exceptions must have prior approval before being reimbursed.
ortation
to the Air
ort
Reimbursement for Travel Expenses
The following
reflects the current travel policy for
Exhibit N - EDEN SYSTEMS TRA VEL POLICY
Eden Systems staff.
Standard License Agreement
Page 54
06/02/04
n most
instances, travel
to a client's site will be by commercial airlines. The traveler
is encouraged to
find
the most
efficient travel alternative in
Travel to the Client's site
Receipts
For reimbursement processing, receipts must be submitted with the expense report for auditing. If an employee is being reimbursed on a per diem
basis for meals, no meal receipts are required. Copies of bank statements, credit card statements, etc. are not acceptable substitutes for receipts.
If this is your only available 'receipt', the expense report must be approved by the manager in writing prior to submission of the report. The Project
Coordinator/Manager must also approve the expense report if it is to be billed to a client.
Travelers will be reimbursed for meals based on the federal per diem rate for the destination area or an amount agreed to with the client in the
contract. The number of days to be used in the per diem calculation is based on the actual amount of time to be billed for services and an
allowance for travel. For travel on one coast, the amount shall be a maximum of one day, For travel from coast to coast or Hawaii, the amount shall
be a maximum of 2 days. Per diem payment for meals shall apply for all travel by Eden employees.
Per
The traveler can extend their stay when traveling to a client's site with the approval of their manager and the project coordinator/manager. No costs
related to this extension can be charged to the client or the company. Hotel costs, meals (per diem), and car rental costs must be detailed on the
travel expense form. An extended stay will be determined by the start and end dates and times of the on site visit. Exceptions to this guideline must
have prior approval by a member of the Executive Management Group.
Diem
Extended Sta
The preferred rental car agency is AVIS. If this company is available, the traveler is strongly urged to use this service. When using AVIS or the
AMX card remember to decline all insurance offered by the rental agency. For more information on rental cars, please see the guideline on the
AMX card.
Any reimbursement request in excess of the daily allowance (even those billable to clients)
Management Group.
Rental Cars
must
f the traveler incurs costs higher than the maximum allowance, the cost overage must be borne by the traveler unless it can be explicitly charged
to another client for whom work was being performed and was billable (i.e. performing work for a client different than the one being visited.)
be approved by a member of the Executive
It may be necessary to utilize the hotel telecommunication facilities for gaining internet access, for dialing into a client or company network or for
business voice communication when the cellular phone is not adequate. Travelers will be reimbursed for actual expenses up to $12 per day for
telecommunication costs incurred. This amount is intended to cover misc. telephone calls and fee connectivity. These costs must appear on the
hotel bill and will be charged to the client responsible for the hotel/trip stay.
than the cost of
for comparison
terms of both time and cost when booking airline tickets. Alternative means of travel are acceptable as long as the cost is less
commercial air travel. It is the traveler's responsibility to submit with the expense report documentation of the cost of the ticket
purposes
trip.
06/02/04
tickets in advance
To obtain a better price for airline tickets, travelers are encouraged to book tickets at least two weeks in advance but no more than 4 weeks in
advance. All tickets should be purchased as non-refundable. Additional costs for ticket changes will be billed to the client of the original billable
Standard License Agreement
Page 55
airlin~
Bookin
Standard License Agreement
Page 56
06/02/04
Segment A: Parallel &. Go-Live
TRAN
End-user training sessions will be designed for the specific operational processes defined and validated during the previous phases. These
training sessions will be designed to prepare all end-users for go-live on InForum Gold, They will be held in a classroom setting with a
maximum of 10 users per class, and a dedicated terminal for each user.
Segment B: Training for End-Users - On-Site
A team of core users from the client team will review the operational processes in the system and validate performance requirements defined
in the consultation phase, Minor modifications to setup may be performed by the consultant if required. These modifications will occur on-site,
but not with active client participation. Initial data conversion will also be verified during this on-site trip. Training on some system
maintenance items will be required to enable the client to maintain data that will not be subsequently reconverted.
Segment A: Training/Testing for Core Team - On-Site
PREVIEW
After the consultation phase is completed, Eden personnel will perform remote system setup, configuration, testing and data conversion. The
end-result will be delivery of a fully-functioning system that meets the client requirements defined in the initial consultation.
Segment B:
The purpose of the initial Project Planning, Consultation and Site Fit analysis Is determine the client's needs and fit with the system to be
delivered. Eden Systems' personnel will perform a comprehensive on-site consultation to determine client needs and define data conversion
parameters,
InForum Gold Application Setup &. Configuration
Remote
Segment A: Project Planning &. Site Fit Consultation/Fit &. Gap Analysis - On-Site
JII
Exhibit
0- TURNKEY IMPLEMENTATION SERVICES (optional)
Standard License Agreement
Post Go-Live 'Setup Training' will be provided at no extra cost. This will provide the client
enable them to take greater control over their system in the long-term.
Page 57
06/02/04
VI
with training on system
Turnkey implementations provide full end-user training, compared to the 'train the trainer' approach in traditional implementations. End-user
training is limited to a total of 100 users. This count is for all modules, so the Project Manager needs to develop a mechanism to track this limit.
End-user training parameters call for a maximum of 24 users per session, and 2 users per machine,
setup and maintenance to
V.
Data conversions will be reconciled remotely by the Eden
on all converted data.
IV
Eden Staff will perform all system setup and testing
client users prior to user training.
implementation team (Consultants & ITS),
but clients will need to validate and sign-off
Turnkey process will be faster (to go-live)
setup and operational processes will be 'demonstrated' and validated with core group(s)
of
Demands on client staff to perform homework and system maintenance/updates wi
implementation process.
be significantly reduced. Client will devote less time to the
UNDERLYING PROJECT ASSUMPTIONS
Additionally, consideration will be given to scheduling additional training on advanced topics
setup, thereby facilitating future client ownership and control of their system.
This may include a detailed review of system
Subsequent to go-live, the client will work with Eden Systems to implement any contract modifications deemed necessary, as well as
functionality deemed out of scope during the core module implementation.
Integration of Program Modifications or Customization (Out of Scope Enhancements) and Advanced Training
PH
-LIVE
After the go-live the client
wi
transition to Eden System's support group for future issue resolution
Segment B: Transition To Eden Support lk Implementation Evaluation
During the critical parallel and go-live phase Eden Systems' personnel wil
provide on-site support.