HomeMy WebLinkAboutJD EDWARDS - 1999-10-18,D04.6 . FJ e. e-)
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Council/Agency Meeting Held: /,9--ZZ— 9y
Deferred/Continued to:
�ppro ed ❑ Conditionally Approved ❑ Denied
City Clerk's Sign ure
Council Meeting Date: October 18, 1999
Department ID Number: FD 99-010
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator6W
PREPARED BY: MICHAEL P. DOLDER, Fire Chief
JOHN REEKSTIN, Administrative Services ctor11f
SHARI L. FREIDENRICH, City Treasur�
SUBJECT: FUNDING AND ACQUISTION OF ENTERPRISE RESOURCE
PLANNING BUSINESS SYSTEMS SOFTWARE, HARDWARE, AND
CONSULTING SERVICES
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysts, Environmental Status, Attachment(e)
Statement of Issue:
Should the City replace its current Business System hardware and software by acquiring
integrated Enterprise Resource Planning software developed by J.D. Edwards World
Solutions and implemented by Deloitte and Touche, LLP?
Funding Source:
The City Council has previously appropriated $2,250,000 in General Fund revenue,
$1,517,162 in carry -forward capital projects revenue, and $1,000,000 from the Water Fund
toward the Enterprise Resource Planning (ERP) software and Optical Imaging projects.
However, since this appropriation, additional ERP project details and costs for the 3-Phase
project have been identified through extensive scoping and requirements meetings with J.D.
Edwards, Deloitte & Touche, and Avnet Computer identifying the total project cost to be
$7,015,531. As a result, Phase I will require an additional appropriation of $870,238.
Proposed additional funding sources for Phase I include: $511,623 in Equipment
Replacement fund bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99
Equipment Replacement Revenue, and $86,338 in Capital Projects fund bankruptcy recovery
revenue. A Fiscal Impact Statement for this appropriation is included in Attachment 1.
A subsequent supplemental Phase II appropriation request of $1,378,131 will be included in
the FY 2000/2001 unfunded projects list. Phase III costs for a FY 2001/2002 Utility Billing
software implementation is sufficiently funded in the Water Fund budget and no additional
appropriation is required.
AUEST FOR COUNCIL ACTI�
MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010
Recommended Actions:
1. MOTION TO: Appropriate $870,238 to the ERP Business System software
implementation from the following funds: $511,623 in Equipment Replacement fund
bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99 Equipment
Replacement fund revenue, and $86,338 in Capital Projects fund bankruptcy recovery
revenue.
2. MOTION TO APPROVE AND AUTHORIZE THE MAYOR AND CITY CLERK TO
EXECUTE:
A.) A contract with J.D. Edwards World Solutions for Software Services and
Maintenance totaling $1,236,976 including City's limited indemnity obligation to
J.D. Edwards per Article V, Section 6(D)(ii).
B.) A contract with Deloitte & Touche, LLP for J.D. Edwards Enterprise Software
Application and Implementation totaling $1,934,834.18 including a revision
capping consultant's liability to the City under the Hold Harmless provision of the
contract at $6,000,000.
C.) An agreement with Avnet Computers to provide Conference Room Pilot
Implementation and Configurable Network Computing consulting totaling
$415,288.11, including changing the standard Hold Harmless language limiting
scope to professional services and capping the exposure to the aggregate value
of the contract totaling $415,288.11.
D.) An agreement with Vertex Inc. for payroll tax software and maintenance
totaling $12,765.
E.) A contract with Infosys Business Solutions for supplying contract personnel
to provide automation services for maintaining and converting existing business
system software, and automation services for Building & Safety operating
systems for time and materials not to exceed $240,000.
3 M
OTION TO: Amend the FY 1999/2000 budget by adding one Department Analyst
Senior position to the Fire Department and one Administrative Secretary position to the
Administrative Services Department fund d within the ERP project budget.
D�rvved - a �.Ta hiV7 ._ ". 5=1
4. 'MOTION TO: Authorize the Fire Chief and Administrative Services Director to enter into,
on behalf of the City, all supplemental agreements or documents with J.D. Edwards;
Deloitte & Touche, LLP; Avnet Computers; Vertex Inc.; and lnfosys Business Solutions,
LLC, necessary to implement the services and/or arrangements with these companies
and enter into any amendments to the agreements with these companies, which do not
xceed $50,000 and fall wit in the total project budget.
Alternative Action(s):
1. Take no action and continue using existing software and mainframe computer
hardware.
This alternative does not require an immediate expenditure. However, since the
manufacturer no longer supports the mainframe computer hardware, system failure
ERP Business System Purchase B -2- 10112/99 5.08 PM
QUEST FOR COUNCIL ACTION
MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010
becomes critical with time. A mainframe failure will cripple the City's ability to collect
revenues and make payments.
2. Take action on a portion of the contracts/agreements, funding appropriation,
and/or position requests.
The appropriation request, contracts/agreements, and position requests although
separate, are companion documents that provide the necessary resources to complete a
successful ERP business system implementation. Partial approval of the motions will
have a negative effect on the City's overall ability to replace current business systems.
Analysis:
The City's current customized business system software was developed by City staff
approximately 25 years ago and, with continued updates, has served the City's needs very
well. However, the City's current and future operating needs require the replacement of the
business system software and the unsupported mainframe computer it currently runs on.
Replacing the current software is critical in order to; 1) be competitive, 2) eliminate
independent computerized databases, which require duplication of effort, 3) implement
process improvement opportunities permitted by single point of data entry, electronic
workflow and Web -based technologies, and 4) meet City auditor requirements for improved
record retrieval and asset management. The software change is also motivated by the
availability of new generation "client/server" based technology which replaces mainframe
hardware, improves effectiveness, and lowers the cost of information technology
investments.
The enterprise business system replacement project was evaluated in the following areas:
1. Software
2. Consulting
3. Training
4. Hardware
5. Staffing
6. Timing/Cost
Software — A ten -member core team, consisting of the Administrative Services Director, City
Treasurer, Fire Chief, Finance Director, Chief Accountant, Personnel Director, and four
Information Systems staff members as well as over thirty City staff users, has collectively
spent over two thousand hours reviewing the world's four leading Enterprise Resource
Planning (ERP) software vendors. Based on design and performance, the top two choices,
J.D. Edwards and SAP, were reviewed more extensively including site visits to current
government users, which included Oceanside, CA; Orlando, FL; Phoenix, AZ; and
Sacramento County, CA.
Based on the extensive review described above and review of proposals submitted by J.D.
Edwards and SAP, staff is recommending the purchase of J.D. Edwards World Solutions as
the provider of the City's new ERP software. This new software will be "off the shelf' which
is easier to support in the long term and eliminates dependence on customization.
ERR Business System Purchase B -3- 10/12199 5:08 PM
SQUEST FOR COUNCIL ACTIS
MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010
The J.D. Edwards software license, service and maintenance agreement (Attachment 2)
totaling $1,265,341 includes licenses for the following application modules: Foundation
Suite, Financial Suite, Log isticslDistribution Suite, Human Resources Suite, Payroll
Suite, Computer User Education, Job Costing, Fleet Management, Property
Management, Customer Service Management, Facility Management, and Utility Billing.
Additional third party software will also be required for payroll tax calculation, cash receipting,
business license, and investment management. The Vertex Inc. software and license
agreement (Attachment 3) is included for immediate implementation of the payroll tax
calculation software at a cost of $12,765. Subsequent requests will be made for City Council
approvals of agreements with other third party software providers necessary to complete the
City of Huntington Beach's business system software replacement project. These third party
software products are compatible with the J.D. Edwards Enterprise software.
Consulting — Staff is recommending that Deloitte & Touche, LLP be the implementor of the
ERP software project and conversion of existing data. Deloitte & Touche has extensive
experience in implementing J.D. Edwards software including, most recently, serving as the
implementor for the City of Culver City. During the first two years of a three-year
implementation, Deloitte & Touche will help guide City staff in implementing all of the
software modules except the Utility Module, which will be installed in the third year with J.D.
Edwards as the implementor. Phase I and Phase II consulting services provided by Deloitte
& Touche for the implementation of J.D. Edwards Enterprise software are described in
Attachment 4 at a total cost of $1,934,834.18. Using a Big 5 consulting firm ensures that the
City will have the opportunity to incorporate "best business practices" in developing new
workflow choices.
Infosys Business Systems' services and agreement (Attachment 5) is for contract
programming/automation services required to maintain both the existing accounts payable,
accounts receivable and payroll programming and resources during the transition of these
programs to the J.D. Edwards software. Automation services are also required for the
maintenance of Building and Safety's current computerized inspection program and are
included in the contract. This contract covers the 3-year implementation period with a cap of
$240,000 per year.
Training — Success of an ERP project not only involves the implementation of new hardware
and software but, equally as important, the knowledge transfer of the new software's
operations and training of City staff in the effective use of the system. The proposed project
will provide significant training for the City staff implementing the software as well as training
for the entire citywide user group. Most training will be conducted at J.D. Edwards' Costa
Mesa site or at City Hall. User group training is also included in a Computer User Education
module available to each user at their desktop PC. This education module also provides a
framework for documenting procedures for all processes that the City implements as part of
the new ERP system. These training costs are included in the J.D. Edwards agreement.
ERP Business System Purchase B -4- 10/12/99 6:08 PM
QUEST FOR COUNCIL ACTIIN
MEETING DATE: October 18, 1999
DEPARTMENT ID NUMBER: FD 99-010
Hardware — Hewlett-Packard hardware, which is the current City standard, will be acquired
for the client/servers and configured by Avnet Computer. Avnet will also serve as a technical
resource on hardware issues related to the project. Avnet's agreement (Attachment 6)
costing $415,288.11 provides for sufficient hardware and technical support to implement the
J.D. Edwards ERP business system software and connection to the City's existing network
and remote sites. The City's Microsoft Office software standard, which is also required as
part of the J.D. Edwards' ERP software implementation, will operate on this new hardware.
Staffing — The ERP business system software implementation is one of the most significant
and complex organizational tasks that the City has or will undertake. The challenge is both
complex and labor intensive. Over forty City staff members will be directly committed at
various points during the 3-year project. These forty plus staff members are equivalent to
upward of eleven full time City employees. Deloitte & Touche will be providing the equivalent
of five full time employees to the project as well. Part of the City's implementation costs
includes funding for new positions as well as backfilling positions required for the project.
Several positions within various City departments, with Administrative Services impacted the
most, will need to be backfilled during the ERP project implementation. Positions that require
75% — 100% commitment to the project are considered to be full time and will require direct
backfill. Duties of existing staff who are providing 25% - 50% of their time to the project will
either be absorbed within the department, or assigned to supplemental staff on a contract
basis or through temporary employment agencies.
Additional position requests, including a Database Manager, will be submitted for City
Council consideration in the near future. However, two positions require immediate full time
replacements to begin the project. The Project Manager position (100%), to be filled by
Colleen Keith, Department Analyst Senior from the Fire Department, and one Administrative
Secretary (100%) for the Administrative Services Department are positions that require
immediate replacement. Both of these positions will require staffing amendments to the FY
1999/2000 budget. After project implementation is complete, the additional positions will be
absorbed into the organization via attrition or will be eliminated.
TiminglCosf The three-year ERP implementation project will be divided into three, one-
year phases.
Phase I — will implement Financials (General Ledger, Accounts Payable, and
Accounts Receivable); Distribution (Procurement); Payroll; Human Resources;
Budget Module; Payroll Tax Calculator; and Cash Receipting. Cost - $4,555,101.
Timing/Cost (Cont.)
Phase II — will implement Job Costing; Activity Based Costing; Fixed Assets; Invoice
and Work Order; Fleet and Property Management; Facility Management; Customer
Service Management; Business License; and Investment Management.
Cost - $1,459,630.
Phase III — will implement Utility Billing followed by the removal of the mainframe
computer. Cost - $1,000,800.
ERP Business System Purchase B. -5. 10/12/99 5:08 PM
REi�UEST FOR COUNCIL ACTIN
MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010
To protect the City, based on future funding availability, City Council could choose to delay
Phases II and III. All contracts/agreements have language provisions allowing for such
cancellation. However, the full benefit of enterprise software improvements cannot be
achieved without implementing all of the software modules. Delaying Phase II and III would
add costs to the project and make mainframe hardware failure more probable.
Timing of the project is critical to a successful implementation. Fortunately, the City's two-
year budget provides for a first -year Phase I environment that produces the greatest staff
availability for a successful implementation. However, Phase I must be completed within FY
1999/2000 and requires that the project be approved and started immediately to meet this
time line. Failure to start immediately could jeopardize the entire project forcing a start time
delay until FY 2001/2002. Based on the unsupported mainframe, a two-year start delay
would stretch the project to five years and would compromise the operability of the current
financial systems.
Summary of Recommended Actions
Requested Action
Description
1.
Appropriation of funds to cover Phase
Funding Source:
I costs ($870,238)
* Equipment Replacement Fund
a Capital Projects Fund
2.
Approve J.D. Edwards
Enterprise Software
Contract $1,236,976
Training, Service & Maintenance
3.
Approve Deloitte & Touche Contract
Consulting for Software Implementation
$1, 934, 834.18
4.
Approve Avnet Computer Agreement
Hardware and Technical Support
$415, 288.11
5.
Approve Vertex Inc.
Payroll Tax Software
Agreement $12, 765
6.
Approve Infosys Business Solutions
Programming Maintenance and Conversion
Contract $240,000
i
7.
Budget Amendment (Covered in
Add Positions:
Project Budget)
` * One Department Analyst
1 e One Administrative Secreta
8.
Authorize Fire Chief/Admin. Services
Authorization for supplemental agreements or
Director to enter into a reeME
I documents $50,000 limit within project Budget)
New Appropriation Criteria:
In March 1998, the City Council adopted three criteria to follow in requesting a new
appropriation: 1) It is an unanticipated emergency, 2) It is ' required to implement labor
negotiations, or 3) It is a new expense that is offset by related new revenues. This request
falls under Criteria 1, as the additional Phase I expense was unanticipated and must be
considered an emergency since we must begin the Phase I process by November 1, 1999 in
ERP Business System Purchase B -6- 10/12199 5:08 PM
0 9
REQUEST FOR COUNCIL ACTION
MEETING DATE: October 18, 1999
DEPARTMENT ID NUMBER: FD 99-010
order to meet the other time lines set for Phases II and Ill. Failure to initiate this project may
result in the failure of our mainframe computer causing an economic crisis.
Finance Board Position:
Technology updates, including the ERP Business System software replacement, have been
presented to the Finance Board on numerous occasions. During the most recent
presentation, on September 15, 1999, the Finance Board strongly supported the need to
immediately purchase and implement the new ERP software.
Environmental Status: None
Attachment(s]:
City Clerk's
Page Number No. Description
1 Fiscal Impact Statement.
2 J.D. Edwards Software License, Service & Maintenance Agreement &
Insurance Certificates.
3 Vertex Inc. Software & License Agreement. 116 640- /Q
4 Professional Services Contract Between the City of Huntington Beach
and Deloitte & Touche, LLP for J.D. Edwards Enterprise Software
Application and Implementation & Insurance Certificates.
5 Professional Services Contract Between the City of Huntington Beach
and Infosys Business Solutions, LLC for Automation Services &
Insurance Certificates.
6 I Avnet Computer Conference Room Pilot Implementation and
Confiqurable Network Consultinq Aqreement &: Insurance Certificates.
ERP Business System Purchase B -7- 10/13199 10:08 AM
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICA TION
To: Ray Silver, City Administrator
From: John Reekstin, Director of Administrative Services
Subject: FIS 2000-01 Business System Funding .
Date: October 4, 1999
As required by Resolution 4832, this Fiscal Impact Statement has been prepared for
"Business System Funding."
The table below shows this action's effect on the City's estimated fund balances and
working capital at September 30, 2000.
New Money Budgeted in 1999/2000
Bankruptcy Recovery Money
1998/99 Appropriations Authorized in 1999/2000 Budget
Additional Funding Requested
Total
Capital
Equipment
Projects
Replacement
Fund
Fund
Total
$ 2,250,000
$ -
2,250,000
86,338
511,623
597,961
1,517,162
-
1,517,162
-
272,277
272,277
$3,853,500
$783,900
$ 4,637,400
If the Council approves this action there will be no effect on the estimated Capital
Projects Fund Balance at September 30, 2000. The monies have either been previously
approved for the 1999/2000 budget or have not been committed (bankruptcy recovery
money).
Council has previously appropriated $2,250,000 in reserve General Fund revenue and
$1;517,162 in carry -forward capital projects revenue, from fiscal year 1998/99. This
action will appropriate the additional $870,238 needed to fully fund Phase 1 and the
initial steps for Phase II for the ERP project.
If the Council approves this action, the estimated working capital of the Equipment
Replacement Fund at September 30, 2000 will be reduced to $1,406,000.
dhnj
J hn Reekstin,
Director of Administrative Services
n
DEdwards° Soiere License, Services and Mainance I IIIIIII �IIII IIIII 1111111111111 III
Agreement ("AGREEMENT'l One Technology Way
Denver, CO 80237
This Agreement is between J.D. Edwards and __ City of Huntington Beach A/B# 2010173
having Its principal place of business at 2000 Main Street____ Huntington Beach. CA ,22§M
The terms of this Agreement shall apply to the Software (defined below), and all Services and Maintenance provided by J.D.
Edwards to Customer. For purposes of this Agreement, "Customer" shall include City of Huntington Beach and its
Affiliates (defined below).
J.D. Edwards World Solutions Company markets and supports the Licensed Products (defined below) in the Americas, including
the United States and Canada. J.D. Edwards Europe, Ltd. and J.D. Edwards (Asia Pacific) Pte. Ltd. market and support the
Licensed Products within each entity's respective territory. To the extent that the two foregoing entities have Licensed Users
allocated to their territory pursuant to a Licensed User Allocation Table set forth in any Attachment to this Agreement, they
shall become additional obligors under this Agreement. Therefore, J.D. Edwards World Solutions Company, J.D. Edwards
Europe, Ltd and J.D. Edwards (Asia Pacific) Pte. Ltd. are referred to collectively as "J.D. Edwards" herein.
The Licensed Products are licensed by J.D. Edwards from J.D. Edwards World Source Company, a Colorado Corporation ("J.D.
Edwards Source"). J.D. Edwards and J.D. Edwards Source are owned ultimately by J.D. Edwards & Company, a Delaware
corporation. J.D. Edwards & Company, J.D. Edwards World Solutions Company, and J.D. Edwards Source have their principal
places of business at One Technology Way, Denver, Colorado 80237. J.D. Edwards Europe, Ltd. and J.D. Edwards (Asia Pacific)
Pte. Ltd have their principal places of business at Dublin, Ireland and Singapore, respectively.
ARTICLE I. DEFINITIONS
For purposes of this Agreement, the following terms shall mean:
1. Accessory Software
Software delivered with the Licensed Products but which require
Customer to agree to a separate license with a third party (such as a
"pop up", "shrink wrap", "click" or other license) prior to their use.
2. Affiilate(s)
Those entities under common control and ownership of the entity first
identified as the Customer above. Common control and ownership is
defined as direct or indirect ownership of a voting interest of greater
than fifty percent (50%) or the right or power, directly or indirectly, to
elect a majority of the Hoard of Directors. Customer agrees to confirm
the Affiliate status of an entity upon request by J.D. Edwards. In the
event an Affiliate ceases to comply with this definition, this Agreement
will terminate solely as it relates to the former Affiliate in accordance
with the termination provisions in Article V, Section 9.
3. Attachment
The document by which Customer licenses the Licensed Products and
orders Services and/or Maintenance and which shall, upon signature of
both parties, be incorporated into this Agreement.
4. Client(s)
The computer (including operating system) or device used by Licensed
Users to access and use the Licensed Products through the means of
an end user software program or interface (including a web -browser
or Java -enabled interface) and which processes and/or issues
commands for processing on a Server. These include, but are not
limited to, personal computers, network computers, Windows
Terminals, and other similar hardware or display devices.
S. Confidential Information
The a) Licensed Products, b) Developed Software and c) other
information of the parties when it is presented in printed, written,
graphic, or photographic or other tangible form (but including
information received, stored or transmitted electronically) and marked
as "Confidential", "Proprietary", "Discloser Private", or "Restricted" by
the Discloser, Confidential Information also includes information of the
parties, when presented in oral form, that is recorded as written
minutes or notes of such oral presentations and which are marked
"Confidential" and provided to Recipient within thirty (30) days after
the date of disclosure.
6. Customer System(s)
The Deployment Server(s), associated enterprise server(s), Clients,
application and database servers, and other Servers on which the
Licensed Products are installed and/or deployed by Customer.
7. Deployment Server(s)
The Server designated on an Attachment to this Agreement and
utilized to deploy the Licensed Products to the Clients, enterprise
server and/or other Servers on which the Licensed Products reside in a
distributed network environment.
S. Derived Software
Software programs or modifications to the Software created through
the use of a development tool licensed hereunder and developed by
Customer, its employees or third party agents (not J.D Edwards).
9. Developed Software
Software programs or modifications to the Licensed Products
developed by J.D. Edwards for Customer under Article III of this
Agreement including source (if any) and object code for such
Developed Software and any related documentation.
10. Discloser
The party disclosing Confidential Information.
11. License Fee
The fee defined in Article V, Section 10(A),
12. Licensed Product(s)
The computer programming code, including object code and any
source code which may be provided, for the software programs
identified as Licensed Products in each Attachment to this Agreement,
any Software Updates and the Published Product Specifications. The
Licensed Products do not include Accessory Software.
13. Licensed Users
Users licensed to access and use the Licensed Products in accordance
with any user type definition(s) contained the Attachment(s) to this
Agreement.
14. Period of Coverage
The time period during which the Maintenance services shall be
available under this Agreement. The initial Period of Coverage begins
upon shipment of the Licensed Products to Customer's first designated
site.
15. Published Product Specifications
All on-line help material included within the Licensed Products and all
of the user, technical, and training guides (in whatever media)
associated with the Licensed Products, as they may exist from time to
ti me.
16. Recipient
The party receiving Confidential Information.
17. Response Line
Services provided by Worldwide Customer Support including telephone
support during normal Response Line hours and J.D. Edwards' web -
based customer solution center.
18. Server
A device (including operating system) that processes the commands or
requests of a Client or multiple Clients, and/or that stores information
for use by such Client(s).
19. Software
The Licensed Products and Developed Software.
20. Software Updates
Program updates (including cumulative updates containing corrections
to the Licensed Products) and new system versions and releases
containing enhancements and modifications provided during the Period
of Coverage.
21. Supported Platform(s) The hardware and software platforms
which are supported by J.D. Edwards for specific release of the
Licensed Products as documented from time to time in the Published
Product Specifications.
Copyright 199E J.D. Edwards world Source Company Page 1/6 03/99 Swservmalrt0399
J.D. Edwarcis Confidential
AGREEMENT
ARTICLE II. SOFTWARE LICENSE ("LICENSE")
(ii) a reallocation of the number of Licensed Users for any
1. LICENSE GRANT
Deployment Server(s) or Customer System(s).
(A) Subject to the terms and conditions in this Agreement,
(iii) a change in any model, feature, serial number, and allocation of
J.D. Edwards grants to Customer a non-exclusive, non -transferable,
Licensed Users for an AS/400 on which the WorldSoftware is
perpetual limited license to use the Licensed Products on the Customer
installed.
System(s) indicated in any Attachments executed from time to time by
In addition, Customer shall provide fifteen (15) days advance written
the parties. J.D. Edwards represents that it possesses all rights and
notice for any change in the type of Supported Platform for any
interests in the Licensed Products necessary to enter into this
Customer System.
Agreement. Customer has the right to use only the Licensed Products
3. THIRD PARTY ACCESS
selected on any Attachment to this Agreement and shall have no right to
J.D. Edwards agrees that Customer may allow its customers, vendors
use any other Licensed Products that are delivered to Customer but not
or other'entities in a similar relationship to Customer to access the
selected and licensed hereunder.
Licensed Products and use the same for the purpose of conducting
(B) Subject to the terms and conditions in this Agreement
inquiries and other limited activities so long as Customer can
J.D. Edwards grants to Customer a non-exclusive, non -transferable
demonstrate the following:
perpetual limited license to use any Developed Software.
(i) none of the aforementioned entities, at any time, has access to
(C) J.D. Edwards grants to Customer the right to create Derived
J.D. Edwards' source code;
Software without the consent of J.D. Edwards. Customer shall own all
(ii) their access is restricted to screen access and to those specific
right, title and interest any Derived Software except J.D. Edwards shall
functions they are required to perform;
retain sole ownership of such portions of the Derived Software that
(iii) under no circumstances will they use the Software to operate
contain part or all of the Software. Use of such Software included in
their own businesses;
the Derived Software shall remain subject to the provisions of this
(iv) the provision of the J.D. Edwards software or services is not the
Agreement.
primary purpose, value, performance, or cost of the relationship
2. LICENSE USE
between Customer and the entity;
(A) Customer shall use the Software only on the Customer System(s)
(v) the entity does not compete with J.D. Edwards;
identified in Attachments attendant to this Agreement or identified in
(vi) such access is not a violation of the Article V, Section 11, Export
writing as provided pursuant to subsection (D) of this section.
Controls, and
Customer shall not copy the Software without the written permission
(vii) each such user shall be licensed as a Licensed User under this
of J.D. Edwards except for a reasonable number of copies necessary
Agreement.
for Customer's backup, archival, and in-house disaster recovery
In consideration of this grant of access by J.D. Edwards, Customer
purposes. Subject to the notification provisions contained in this
agrees to take all necessary steps to insure that the Licensed Products
Article, Customer may also copy the Software as reasonably necessary
and the trade secret, proprietary and/or confidential information
to support the maximum number of Licensed Users licensed under this
contained within the Licensed Products are not disclosed under this
Agreement. Customer will reproduce and include the patent,
provision to any person other than the entities described above who
copyright, trade secret, trademark or other restrictive and proprietary
have a need for access and use as provided above. Customer further
legends from the original on all copies. All copies will be subject to the
agrees to be responsible for all the acts and omissions of the third
terms of this Agreement. Customer shall not allow the Software to be
parties who are granted access under the Section as if they were
used by anyone other than its employees, except for those accesses
Customer's own acts or omissions, and Customer agrees to indemnify
provided for under Section 3 of this Article and Article V, Section 2.
J.D. Edwards against any damages it incurs resulting from such
The Software may not be used or sublicensed by Customer for the
accesses.
purpose of commercial timesharing, service bureau or other rental or
4. AUDIT
sharing arrangements. J.D. Edwards may, from time to time, deny
On J.D. Edwards' written request, not more frequently than annually,
Customer the right to license in or move the Software to certain
Customer shall furnish J.D. Edwards with a signed certification
countries in order to protect J.D. Edwards' intellectual property
(i) verifying that the Licensed Products are being used pursuant to the
interests.
provisions of this Agreement and Attachment(s), including the limitations
(0) Customer shall not:
on Licensed Users; and (5) listing the locations and types of the Customer
(i) reverse engineer any part of the Software, provided,
System(s), and the location of the Licensed Users (including user type)
however, that if the Licensed Products are located in a
associated with each Customer System and at any other location
jurisdiction whose laws explicitly permit some form of reverse
accessing the Customer System(s) via remote access. J.D. Edwards, not
engineering, Customer may do so solely to the extent so
more frequently than annually and at its own expense, may audit
permitted by such law. Customer agrees to notify J.D. Edwards
Customer's use of the Licensed Products. Any such audit shall be
prior to doing so;
conducted during regular business hours at Customer's facilities and shall
(ii) distribute, sell or otherwise transfer any part of the Software;
not unreasonably interfere with Customer's business activities. If a
and
certificate or an audit reveals that Customer has underpaid fees to J.D.
(iii) remove the patent, copyright, trade secret, trademark, or
Edwards, Customer shall be invoiced for such underpaid fees at
other proprietary protection legends or notices that appear on or
J.D. Edwards' then -current list prices for the actual number of users. If
in the Software.
the underpaid fees exceed five percent (5%) of the License Fees paid,
(C) Customer may provide for disaster recovery services on a
then Customer also shall pay J.D. Edwards' reasonable costs of
computer system provided for such purpose by a third party
conducting the audit.
organization. The Software loaded upon a disaster recovery system will
only be operational, other than for disaster recovery test purposes, in
ARTICLE III. SOFTWARE SERVICES AND TRAINING
case of disaster conditions and inoperability of the Customer
("SERVICES")
System(s). Customer agrees to cease using the Software on the
1. SERVICE PROVISION
disaster recovery system immediately upon restoration of the
(A) J.D. Edwards will provide Services to Customer as specified on
Customer System(s) to proper operating condition. Customer agrees
Attachment S, or as outlined in a engagement letter, scope of work, or
to provide J.D. Edwards an original of the J.D. Edwards Non -disclosure
exhibit, attached hereto. Any additional Services will be provided at
Agreement executed by the third party organization and notice of the
Customer's request and subject to availability, in accordance with a
location, computer type, and model and serial number (if
mutually agreed to Attachment S, engagement letter or scope of work
applicable) of the cpu(s) on which the Licensed Products will be
entered into after execution of this Agreement. In addition, J.D.
Installed. Customer agrees to be fully responsible to J.D. Edwards for
Edwards will provide training services, subject to availability, in
all damages for any unauthorized use, disclosure, or duplication of the
accordance with its then current training schedule and policy.
Software resulting from its possession by the third parry organization.
(0) J.D. Edwards shall own all right, title and interest in and to any
(D) Customer shall notify J.D. Edwards in writing of any of the
Developed Software provided to Customer pursuant to this Article.
following changes:
Customer and J.D. Edwards further agree that Developed Software
(i) a change in location of a Deployment Server or Customer
provided to Customer shall be neither a "work made for hire" nor a
System(s).
"specially commissioned work" as these are defined under U.S.
copyright law.
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AGREEMENT
(C) J.D. Edwards will use reasonable efforts to perform the Services (E) Customer is responsible for the installation of upgrades from one
according to its estimates and time schedules but causes beyond release to the next of the Licensed Products.
J.D. Edwards' control may cause delays in implementing the Services.
Such causes may include changes to Customer's business plans or
practices, or Customer's alteration of project plans, resource
commitments, or specifications.
(D) Customer acknowledges that the Services can be obtained from
vendors other than ).D. Edwards and that Customer's decision to
purchase such Services from J.D. Edwards was made independently of
Customer's decision to license J.D. Edwards' Licensed Products.
2. MANAGEMENT CONTROL AND RELATIONSHIP OF
PARTIES
(A) During a software implementation or other similar project,
J.D. Edwards consultants will work with and under the direction of
Customers project team. The direction to be provided by Customer's
project team includes, but is not limited to, the creation of a detailed
project plan and the scheduling of Customer's internal and external
resources.
(B) Each party shall give written notice to the other party of the key
personnel it shall assign from time to time to perform any software
implementation or other similar project hereunder.
(C) Either party may request at any time the removal of any
individual assigned to a project covered by this Article if that party:
(i) believes that individual is not qualified to perform the
services required by the project or does not meet appropriate
professional standards; and
(ii) previously provided the other party with written notice of
the problem and a reasonable opportunity to remedy the
situation, considering the gravity and nature of the problem.
Replacement personnel, if any, must have sufficient
qualifications.
3. J.D. EDWARDS PERSONNEL AND OBLIGATIONS
(A) J.D. Edwards does not undertake to perform any obligation of
Customer, whether regulatory or contractual, or to assume any
responsibility for Customer's business or operations. J.D. Edwards has
the sole right and obligation to supervise, manage, contract, direct,
procure, perform or cause to be performed all work to be performed
by J.D. Edwards, except as otherwise provided in this Agreement.
(B) Customer will inform and J.D. Edwards will comply with all
reasonable workplace standards and policies, applicable to Customer's
employees, while J.D. Edwards personnel are physically located at
Customer's premises.
(C) J.D. Edwards may subcontract the performance of any of the
Services. J.D. Edwards shall be responsible for all performances under
this Agreement by its subcontractors and any references to
"J.D. Edwards' personnel" shall be deemed to include any
subcontractor or any subcontractor's personnel.
ARTICLE IV. SOFTWARE UPDATES/RESPONSE LINE
("MAINTENANCE")
1. MAINTENANCE SERVICES
(A) Maintenance includes the Software Updates and Response Line
services. Customer may request and J.D. Edwards will provide
Maintenance for the Licensed Products licensed by Customer under
Article II of this Agreement to the same extent and degree that J.D.
Edwards makes such Maintenance generally available to its customers.
Customer may not elect to exclude any of the Licensed Products or
Licensed Users from the Maintenance services during the Period of
Coverage. If the Licensed Products are being used in a client/server or
distributed network environment, Customer agrees to make a
reasonable effort to establish and maintain an internal competency
center or help desk which provides a central point of contact with the
J.D. Edwards Response Line to coordinate the Maintenance provided
under this Agreement.
(B) Unless canceled by either party by written notice no less than
thirty (30) days prior to the end of the Period of Coverage, Customer
agrees that the Period of Coverage for Maintenance shall automatically
extend for one (1) year at I. D. Edwards then current prices.
(C) Maintenance shall be provided in accordance with I.D. Edwards'
policles in effect at the beginning of each annual renewal of the Period
of Coverage. Fees for reinstatement of lapsed Maintenance shall be
charged in accordance with J.D. Edwards' policy for reinstatement fees
in effect on the date of such reinstatement.
(D) All software or data delivered by the Response Line shall become
part of the Licensed Products.
ARTICLE V. GENERAL
1. PROPRIETARY RIGHTS
(A) The Software provided under this Agreement has substantial
monetary value and is proprietary to J.D. Edwards Source. The
Software contains trade secrets, inventions, ideas, data, source and
object codes, and other works of authorship protected by copyright
and trade secret laws, and may be the subject of one or more pending
patent applications or issued patents. The Licensed Products may also
include copyrighted and proprietary material of third parties for which
J.D. Edwards and J.D. Edwards Source have been granted a right to
use and distribute. J.D. Edwards Source and any third party suppliers
shall retain ownership of all rights, title and interest to their respective
portions of the Licensed Products and all releases thereof. All
enhancements and modifications made by J.D. Edwards which are
provided under the warranty or Software Update provisions of this
Agreement will remain proprietary to J.D. Edwards Source.
(B) Upon knowledge of any unauthorized possession or use of, or
access to, any Software licensed hereunder, Customer shall notify J.D.
Edwards as soon as possible. Customer shall promptly fumish
J.D. Edwards with full details of such situation, assist in preventing any
recurrence thereof, and cooperate at J.D. Edwards' expense in any
litigation or other proceedings reasonably necessary to protect the
intellectual property rights of J.D. Edwards' and J.D. Edwards Source.
(C) The Licensed Products contain software protection procedures
which, in the event of unauthorized use, may limit access to the
Licensed Products or which may limit the number of users having
access to the Licensed Products. The function of these software
protection procedures is more fully documented in J.D. Edwards
Source's Published Product Specifications. The software protection
procedures contained in the Licensed Products will only limit access to
the Software and will not destroy any of Customer's programs or data.
If the software protection procedures have been enabled when there
is no unauthorized use by Customer, J.D. Edwards will, on a highest
priority basis, assist Customer in returning to normal operations at no
charge to Customer.
2. MUTUAL NONDISCLOSURE
Pursuant to this Agreement, each party may, from time to time,
furnish the other party to this Agreement with certain Confidential
Information. Recipient will use the same care to avoid disclosure of
such Confidential Information as it uses with its own similar
confidential information which it does not wish to disclose, but such
standard of care shall not be less than a reasonable standard of care.
The Confidential Information, including any trade secret, confidential
or proprietary information contained within the Confidential
Information, is not to be disclosed to any persons other than the
employees of Recipient. However, Confidential Information may be
disclosed to counsel, consultants, subcontractors or agents of the
Recipient who have a need to know, have been instructed that it is
Confidential Information, and who have executed a nondisclosure
agreement substantially in the form of this Section of the Agreement
prior to such disclosure. The disclosure of Discloser's Confidential
Information does not grant to the Recipient any license or rights to
any trade secrets, or under any patents or copyrights, except as
expressly provided by the licenses granted in this Agreement. Except
as otherwise provided in this Agreement, all Confidential Information is
provided by the Discloser on an "as is" basis. The obligations of
Recipient with respect to any particular portion of Confidential
Information shall terminate (or shall not attach) when any of the
following occurs:
(i) It was in the public domain at the time of Discloser's
communication to Recipient.
(ii) It entered the public domain through no fault of Recipient
subsequent to the time of Discloser's communication to Recipient.
(iii) It was in Recipient's possession free of any obligation of
confidence at the time of Discloser's communication to Recipient.
(iv) It was independently developed by Recipient.
(v) Its disclosure is required by law, valid subpoena, or court or
government order, provided, however, that Recipient provides
prompt notice of such required disclosure and Recipient shall
have made a reasonable effort to obtaln a protective order or
other reliable assurance affording it confidential treatment and
limiting its use solely for the purpose for which the law or order
requires.
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Ucl:»4514011
Discloser understands that Recipient may develop information
TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE
internally, or receive information from other parties, that may be
LICENSED PRODUCTS OR OTHER SOFTWARE ON THE NETWORK
similar to Discloser's information. Accordingly, nothing in this
WILL IMPACT THE PERFORMANCE OF THE LICENSED PRODUCTS
Agreement shall be construed as a representation or inference that
INSTALLED ON SUCH NETWORK. THE LICENSED PRODUCTS,
Recipient will not independently develop products, for itself or for
WHEN INSTALLED IN A CLIENT/SERVER OR OTHER TYPE OF
others, that compete with the products or systems contemplated by
DISTRIBUTED NETWORK ENVIRONMENT ARE SUBJECT TO
Discloser's information. The parties agree that a breach of the
CERTAIN MINIMUM HARDWARE AND SOFTWARE REQUIREMENTS
confidentiality obligations by Recipient shall cause immediate and
PROVIDED BY J.D. EDWARDS TO CUSTOMER, INCLUDING BUT NOT
irreparable monetary damage to Discloser and shall entitle Discloser to
injunctive relief in addition to all other remedies.
LIMITED TO, THE ENTERPRISE SERVER, DEPLOYMENT SERVER,
3. WARRANTIES
AND CLIENTS.
(A) Licensed Products:
S. EXCLUSIVE REMEDIES
i) J.D. Edwards warrants that for a period of six (6) months following
For any breach of warranties contained in Section 3 of this Article,
the date of delivery of the unmodified Licensed Products to Customer's
Customers exclusive remedy shall be as follows:
first designated site, the Licensed Products will perform in all material
(A) Licensed Products: Customer shall have six (6) months
respects in accordance with the J.D. Edwards Source Published
following delivery of the Licensed Products to Customer's first
Product Specifications in effect at the date of this Agreement.
designated site to verify that the Licensed Products comply with the
J.D. Edwards further warrants that the J.D. Edwards Source Published
warranties contained in Section 3(A) of this Article. Customer shall
Product Specifications are accurate in all material respects.
provide written notice of any such nonconformance to J.D. Edwards
ii) J.D. Edwards warrants that the Licensed Products, when used in
within this six (6) month period. Such notice shall be in sufficient
accordance with its Published Product Specifications, upon installation
detail to allow J.D. Edwards to duplicate the nonconformance.
shall in all material respects be capable of accurately processing,
J.D. Edwards shall, at no additional charge, correct such
providing and/or receiving date data from, into, and between the
nonconformance or provide a mutually acceptable plan for correction
twentieth and twenty-first centuries (including the years 1999 and
by sixty (60) days following the receipt of Customer's notice by
2000 and leap year calculations), provided that all other products (e.g.
J.D. Edwards. Should J.D. Edwards fail to provide such correction or
hardware, software, middleware, firmware, and any other systems)
mutually acceptable plan by such date, Customer's sole and exclusive
used in combination with the Licensed Products properly exchange
remedy shall be to terminate this Agreement by written notice in
date data with the Licensed Products. In addition, for existing
accordance with the termination provisions contained in Section 9 of
Customers who have previously licensed the WorldSoftware, this
this Article. Such notice of termination must be received by
warranty shall not apply to WorldSoftware Release A7.2, CUM 7 and all
J.D. Edwards within fifteen (15) days following the date for correction
earlier CUMs or Releases of the World Software, and it also shall not
or plan for correction. Upon such notice of termination, Customer
apply to WorldSoftware Release A7.3, CUM 1 through CUM 3.
shall be entitled to receive a refund of the License Fees paid.
iii) J.D. Edwards shall have no responsibility for problems in the
(B) Services:
Licensed Products included under (i) and (ii) above which are caused
(i) Customer is entitled to re -performance of the Services, or if
by alterations or modifications made by Customer or a third party,
J.D. Edwards cannot perform the Services as warranted, Customer is
arising out of the malfunction of Customer's equipment, or caused by
entitled to a refund of the fees paid to J.D. Edwards for the Services
other software products not licensed by J.D. Edwards.
not in conformance with the warranty.
(B) Services:
(h) J.D. Edwards agrees to correct, at no charge, all material
(i) J.D. Edwards warrants that the Services supplied under Article III
nonconformances in the Developed Software of which J.D. Edwards
shall be performed in a professional and workmanlike manner.
receives written notification during the ninety (90) day warranty
(ii) J.D. Edwards warrants that the unmodified Developed Software
period. If a material nonconformance is incapable of correction, it
shall operate in all material respects in accordance with the written,
shall be considered a breach of warranty and Customer shall be
mutually agreed upon specification for such Developed Software from
entitled to return the nonconforming Developed Software and receive
the date of completion of such Developed Software for a period of
a refund of fees paid for the nonconforming Developed Software.
ninety (90) days. However, J.D. Edwards shall have no responsibility
(C) Maintenance:
for problems in the Developed Software caused by alterations or
J.D. Edwards agrees to correct any material nonconformance as
modifications made by Customer or a third party, or arising out of the
described in Section 3(C) of this Article at no additional charge subject
malfunction of Customer's equipment or other software products not
to the following conditions. J.D. Edwards' obligation to provide
licensed by J.D. Edwards.
corrections under this provision shall apply only to i) the most current
(C) Maintenance:
release of the Licensed Products, and ii) the next preceding release of
During the Period of Coverage, J.D. Edwards warrants that the
the Licensed Products but only during the six (6) months after the
unmodified Licensed Products will perform in all material respects in
general availability date of the most current release. However, this
accordance with the J.D. Edwards Source Published Product
limitation does not limit Customer's access corrections generally made
Specifications as they may exist during the Period of Coverage. Such
available to all Customers subscribing Maintenance (through the
Published Product Specifications shall be accurate in all material
issuance of cumulative updates or program temporary fixes).
respects but shall be subject to amendment from time to time to
Customer shall provide notice to J.D. Edwards in sufficient detail to
conform with functionality contained in new releases of the Licensed
allow J.D. Edwards to duplicate the nonconformance. Should
Products. During the Period of Coverage, J.D. Edwards also warrants
J.D. Edwards fail to provide such correction, Customer's sole and
that the Licensed Products will comply with the warranty contained in
exclusive remedy shall receive a refund of Maintenance fees paid for
Section 3(A)(ii) of this Article.
the Licensed Users associated with the nonconforming Licensed
4. WARRANTY EXCLUSION
Product(s) for the Period of Coverage during which the
(A) THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND
nonconformance occurred.
IS NOT A SALE OF GOODS.
6. INDEMNITIES
(B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
(A) J.D. Edwards shall indemnify, defend and hold Customer
THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED,
harmless from and against any loss, cost, damage, liability, or expense
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
(including reasonable legal fees) suffered or incurred by Customer in
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
connection with any U.S. patent, or any copyright or other intellectual
property infringement claim by any third party with respect to the
PURPOSE. J.D. EDWARDS MAKES NO WARRANTY, EXPRESS OR
Licensed Products. This indemnity obligation shall apply only to the
IMPLIED REGARDING ACCESSORY SOFTWARE OR ANY
extent that that Customer promptly notifies J.D. Edwards after
MODIFIED PORTIONS OF THE SOFTWARE.
Customer becomes aware of such claim, grants to J.D. Edwards the
(C) J.D.EDWARDS MAKES NO WARRANTY AS TO THE ADEQUACY
authority to defend, compromise or settle the claim of infringement,
OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE
and provides J.D. Edwards any Customer information relevant to such
TO ATTAIN SOME OR ALL OF THE PERFORMANCE ORIECTIVES OF
claim. J.D. Edwards shall have no liability for any claims of
CUSTOMER. MANY FACTORS, INCLUDING BUT NOT LIMITED TO
infringement that are based on i) a modification to Licensed Products,
THE TYPE OF NETWORK, THE AMOUNT OF 'TOTAL NETWORK
ii) the use of a prior or modified release if the infringement claim could
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have been avoided by the use of a current unmodified release, or iii)
(C) If either party materially breaches this Agreement, the other
upon a use of the Licensed Products in a manner not contemplated
party may give written notice of its desire to terminate and the specific
within the Published Product Specifications.
grounds for termination and, if such default is capable of cure and the
(B) J.D. Edwards further agrees that if Customer is prevented from
party in default fails to cure the default within thirty (30) days of the
using the Licensed Product(s) due to an actual or claimed infringement
notice, the other party may terminate this Agreement. If such default
under subsection (A) of this Section, then at J.D. Edwards' option,
is incapable of cure, the other party may terminate this Agreement
J.D. Edwards shall promptly either:
immediately upon written notice of its desire to terminate.
(i) procure for Customer, at J.D. Edwards' expense, the right
(D) Termination of this Agreement, or any portion of it, shall not limit
to continue to use the Licensed Product(s);
either party from pursuing other remedies available to it, including
(ii) replace or modify the Licensed Product(s), at J.D. Edwards'
injunctive relief. Such termination shall not relieve Customer of its
expense, so that the Licensed Product(s) become non -infringing;
obligation to pay all fees that have accrued or are otherwise owed by
or
Customer under Articles II, III, IV and V, Section 10. Article V,
(iii) terminate the Agreement as it relates to the infringing
Sections 1, 2, 5, b, 7, 8, 9(E), 11, 13(D) and 13(M) shall survive
Licensed Product and return Customer's License Fees for the
termination of this Agreement.
infringing Licensed Product(s) in the event that neither (i) or (ii)
(E) Upon termination, the License to use the Software shall be
are reasonably feasible,
immediately revoked and all Licensed Products and supporting
(C) Subsections (A) and (8) of this Section shall constitute
materials will be returned to J.D. Edwards within ten (10) days, or
J.D. Edwards' entire obligation to Customer with respect to any claim
destroyed and an affidavit supplied to J.D. Edwards certifying
of infringement.
destruction.
(D) (1) J.D. Edwards shall defend and indemnify Customer, its
10. PAYMENT
employees, officers, directors and agents from and against all costs
(A) In consideration for the License granted in Article II, Customer
and damages due to injuries to persons or damage to real or
will pay to J.D. Edwards the License Fees listed on any Attachment to
tangible personal property proximately caused by J.D. Edwards
this Agreement. Customer agrees to pay seventy-five percent (75%)
during the performance by J.D. Edwards of this Agreement.
of the License Fees upon the execution of such Attachment, and the
However, this indemnity shall not apply to the extent that such
remaining twenty-five percent (25%) within thirty (30) days after
Injury or damage is caused by Customer's own negligence or willful
execution of such Attachment.
misconduct.
(B) As compensation for performing Services under Article III,
(ii) Customer shall defend and indemnify J.D. Edwards, its
Customer agrees to pay J.D. Edwards on a per hour basis based on
employees, officers, directors and agents from and against all costs
the individual required and the actual hours expended or, in the case
and damages due to injuries to persons or damage to real or
of training, at J.D. Edwards' list price. Customer must make any
tangible personal property proximately caused by Customer during
schedule changes for Services two (2) weeks in advance; otherwise,
the performance of this Agreement. However, this indemnity shall
J.D. Edwards may charge for time it cannot reschedule. Customer
not apply to the extent that such injury or damage is caused by J.D.
agrees to reimburse J.D. Edwards for all reasonable out-of-pocket
Edwards' own negligence or willful misconduct.
expenses J.D. Edwards incurs in providing Services including, but not
7. LIMITED LIABILITY
limited to, transportation costs, airfare, rental vehicles, lodging, meals,
EXCEPT FOR a)FAILURE TO COMPLY WITH THE PROPRIETARY
and incidental charges, which are reimbursable expenses and not part
RIGHTS OR b)THE INFRINGEMENT INDEMNITY PROVISIONS
of J.D. Edwards' total estimate for the Services. If uncontested
CONTAINED IN THIS AGREEMENT:
amounts remain unpaid for thirty (30) days or more, J.D. Edwards
(A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
may, at its option, refuse to perform additional services under Article
OTHER PARTY FOR A MONETARY AMOUNT GREATER THAN
I[[ of this Agreement until such amounts are paid.
THE TOTAL AMOUNTS PAID OR DUE PURSUANT TO THIS
(C) Customer shall pay Maintenance fees in accordance with any
AGREEMENT, AND
Maintenance Attachment attendant to this Agreement and
(0) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
subsequently as an annual charge. The first payment shall be due
OTHER PARTY FOR ANY LOSS OR INJURIES TO EARNINGS,
within thirty (30) days of invoicing by J.D. Edwards. If Customer fails
PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL,
to remit Maintenance fees, J.D. Edwards will have no duty to provide
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR
Maintenance under Article IV.
(D) In addition to the charges due under this Agreement, and even if
ENTITY WHETHER ARISING IN CONTRACT, TORT OR
Customer shall provide a tax exemption number or affidavit of
OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF
exemption, Customer shall be responsible for all taxes (including sales,
THE POSSIBILITY OF SUCH DAMAGES.
use, property, excise, value added and gross receipts but not including
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY
taxes based on J.D. Edwards' net income) and import duties and fees
EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL
levied on Software, Services and Maintenance provided under this
PURPOSE.
Agreement. Customer agrees that if any of the foregoing is paid by
S. ARBITRATION
J.D. Edwards, Customer shall reimburse J.D. Edwards for the amount
All disputes involving this Agreement, except actions arising
paid plus any related expenses incurred and interest assessed.
under the patent and copyright provisions of the U,S. Code,
J.D. Edwards accepts full and exclusive liability for the payment of all
shall be submitted to a panel of three (3) arbitrators appointed
employer contributions and taxes measured by any payments to
and operating under the Uniform Arbitration Act and the
J.D. Edwards' employees. In the event that Customer is required by
Commercial Arbitration Rules of the American Arbitration
any withholding tax or other similar law to deduct any amount from
Association. Such panel shall include only persons with
the amounts due to J.D. Edwards under this Agreement, Customer
experience in the areas of information technology or computer
agrees that it shall pay a sufficiently higher amount so that the net
software licensing, installation or implementation. Each party
amounts received by J.Q. Edwards after such withholding equal what
shall choose one (1) arbitrator, and the third arbitrator shall be
was invoiced.
chosen by the two (2) arbitrators selected by the parties. The
(E) Customer agrees to pay for all uncontested amounts due under
arbitration hearing will be confidential and its location will be
this Agreement within thirty (30) days after the date of invoice.
chosen by the party not initiating the arbitration or action. The
Customer shall have thirty (30) days after the invoice date to contest
written decision of the arbitrators shall be final, binding and
in good faith the amounts and items charged. Past due uncontested
convertible to a court judgment in any appropriate jurisdiction.
amounts will bear interest of one and one-half percent (1i/a%) per
9. TERM AND TERMINATION
month from the due date or the highest rate permitted by law if less.
(A)The license granted under this Agreement shall remain in effect
(F) All payments made hereunder are nonrefundable except as
perpetually unless otherwise terminated under this Section,
specifically provided otherwise in this Agreement.
(B) Customer may terminate this Agreement at any time upon thirty
11. EXPORT CONTROLS
(30) days written notice to J.D. Edwards, subject to subsection (D) and
Customer shall not export, re-export, or otherwise transmit, directly or
(E) below. Subject to subsection (D) and Article IV, Section 1(B),
indirectly, any software, information, data, or other materials received
Customer may terminate Article IM or IV of this Agreement without
under this Agreement except in full compliance with all United States
terminating the License portion of the Agreement.
and other applicable acts, laws, and regulations. Customer shall
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AGREEMENT
indemnify, defend and hold harmless J.D. Edwards from any loss,
hiring party. However, such payment does not restrict the other
liability, cost or expense (including reasonable legal fees) related to
parry's rights or remedies as they relate to such former employee.
any action arising from Customer's failure to comply with this section.
(F) Neither party shall be liable for any costs or damages resulting
12. U.S. FEDERAL GOVERNMENT CONTRACTORS
from its inability to perform any of its obligations under this Agreement
The Licensed Products are provided to Customer as a commercial item
due to a natural disaster, or actions or decrees of governmental bodies
strictly under the terms and conditions of this Agreement and include
not the fault of the affected party ("Force Majeure Event'. A Force
only those rights customarily available to the public. The Customer is
Majeure Event shall not constitute a breach of the Agreement.
not authorized to permit disclosure by any agency or other part of the
The party so affected shall immediately give notice to the other party
Federal Government that exceeds in any way the use and disclosure
of the Force Majeure Event. Upon such notice, all obligations of the
rights (1) conveyed to Customer in this Agreement or (2) provided in
affected party under this Agreement which are reasonably related to
Far 12.212 (Computer Software) and (for Department of Defense use
the Force Majeure Event shall be immediately suspended, and the
or disclosure) DFAR 227.7202-3 (Rights in Commercial Computer
affected party shall do everything reasonably possible to resume
Software or Computer Software Documentation), whichever set of
performance as soon as practicable.
rights provided in (1) or (2) are the more restrictive. If an agency or
(G) Customer understands that J.D. Edwards' business partners are
other part of the Federal Government has a need for rights not
independent entities and, except to the extent they are acting as
conveyed under this Agreement, it must negotiate with J.D. Edwards
subcontractors pursuant to Article III, Section 3(C) of this Agreement,
to determine if there are acceptable terms for transferring such rights.
J.D. Edwards is not liable for nor bound by any acts of such business
In such a case, a mutually acceptable written addendum to this
partner.
Agreement specifically conveying such rights must be included in any
(H) If any provision of this Agreement is held to be invalid or
contract between the parties.
unenforceable, such decision shall not affect the validity or
13. GENERAL
enforceability of the Agreement or any of the remaining provisions.
(A) The waiver of one breach hereunder shall not constitute
(I) Except as provided in this subsection, this Agreement may not be
the waiver of any other or subsequent breach.
assigned by either party and any attempted assignment shall be void.
(B) All notices shall be in writing and either i) sent by certified
However, either party may, upon written notice to the other party, assign
mall, postage prepaid, return receipt requested or ii) delivered
this Agreement to any Affiliate. J.D. Edwards may assign this Agreement
by courier to the address written above or such other address
in the event of the sale of all or substantially all of its assets or equity.
as notified in writing to the other party. Notice shall be
(3) This Agreement shall be prepared in two identical and original
deemed to be made on the date received under i) and date
counterparts. If a counterpart shall be prepared in a language other
delivered under li).
than English, then the non- English counterpart shall be for
(C) This Agreement shall be the most basic enumeration of the
convenience only and shall not affect the performance or interpretation
terms and conditions under which the contemplated transactions will
of this Agreement. Likewise, the exchange of a fully executed
be governed. An Attachment to this Agreement shall modify this
Agreement by fax (whether. by separately executed counterparts or
Agreement to the extent of any conflict in terms. An Addendum shall
otherwise) shall be fully binding on the parties with respect to the
modify this Agreement and any Attachment hereto to the extent of any
terms and conditions of this Agreement.
conflict in terms. No amendments, modifications or supplements to
(K) All amounts stated in and payable under this Agreement shall be
this Agreement shall be binding unless in writing and signed by the
denominated in United States Dollars and shall be payable in ready
parties. The headings and titles to the sections of this Agreement are
funds in United States Dollars to J.D. Edwards' designated United
inserted for convenience only and shall not be deemed a part of, or
States bank account. Unless otherwise agreed to by the parties, J.D.
affect the construction or interpretation of, the provisions of this
Edwards will invoice all amounts to Customer's address as it appears
Agreement.
on Page One of this Agreement. However, Training will be billed in
(D) All disputes involving the subject matter of this Agreement,
accordance with the then current training invoicing polity for related to
except actions arising under the patent and copyright provisions
currency and location of Training.
of the U.S. Code, shall be determined under the law of the
(L) The parties hereto are independent contractors and neither party
State of Colorado without regard to its conflict of laws
nor its employees, directors, agents, or consultants shall hold itself out
provisions. No action, regardless of form, relating to the subject
to be or allow itself to be considered as an agent or employee of the
matter of this Agreement, may be brought by either party more than
other party.
one (1) year after the claiming party knew or should have known of
(M) Neither party shall publicly announce or disclose the terms and
the cause of arbitration or action.
conditions of this Agreement except that J.D. Edwards may refer to
(E) Each party acknowledges that the other parry's employees are
Customer as a J.D. Edwards customer in sales calls, customer lists,
critical to the servicing of its customers. Each party agrees not to
and other similar external communications,
employ or otherwise engage an employee of the other party for a
(N) The parties agree that this Agreement is not subject to and shall
period of six (6) months following such employee's last involvement in
not be interpreted by the United Nations Convention on Contracts for
the performance of this Agreement. Should a party violate this
the International Sale of Goods.
provision, the hiring party will pay the other party one hundred
(0) Any purchase order or other instrument of Customer
percent (100%) of the former employee's annual salary. Such
accompanying either an Attachment to this Agreement or a Customer
payment shall be the other parry's sole remedy with respect to the
payment is for Customer's internal use only and its terms shall not
alter or amend the terms of this Agreement.
This Agreement, Including Its terms and conditions and its Attachments and Addenda, Is a complete and exclusive statement of
the agreement between the parties, which supersedes all prior or concurrent proposals and understandings, whether oral or
written, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement shall
not be effective until executed by Customer and accepted by an authorized representative of J.D. Edwards.
By execution, signer certifies that signer is authorized to accept and
execute this Agreement on behalf of J.D. Edwards. Accepted by
J.D. Edwards wd OPective as of APT R A fQon
I.D.
(P nt or Type Name)
V e President & General Managnr
(Title)
By execution, signer certifies that signer is authorized to execute this
Agreement on behalf of Customer.
CU ER
By
Authorized Signature)
Peter Green
(print or Type Name)
(Title) M% `r
Copyright 1998 J.D. Edwards world Source Company
J.D. Edwards Confidential
Page 6/6
03/99 Swservmalnt0399
J
J.D. Edwards
Software License, Services and]. Maintenance
Agreement ("Agreement")
REVIEWED AND APPROVED: ATTEST:
City AdIiiinistrator City Clerk ,o _, q _97
APPROVED AS TO FORM:
/ate i y Attorney
INITIATED AND AP ROVED:
Fire Chief
.A
0
• 11111111111111111111111111111111111
JDEdards' ADDENDUM
One Technology Way
Denver, Colorado 80237
Customer City of Huntington Beach A/B# 2010173
Address 2000 Main Street
Huntington Beach, CA 92648
This Addendum amends the Agreement, ("Agreement") dated
October 18 , 1999, by and between J.D. Edwards ("J.D. Edwards" shall have the meaning set
forth in such Agreement) and Customer in consideration of their mutual promises and subject to its
Terms and Conditions as follows:
ARTICLE II, SOFTWARE LICENSE ("LICENSE") LICENSE GRANT, SECTION 1., is modified by
the addition of the following new Paragraph (D):
"Customer has licensed the Licensed Products on a special bid basis. Customer has the
right to the use of the J.D. Edwards World/OneWorld Licensed Products by any of its
users (employees and third party access users), all of which shall be World/OneWorld
concurrent users. Upon J.D. Edwards' written request, and to expedite the provision of
Software Protection Codes to Customer, Customer shall verify in writing on an annual
basis to J.D. Edwards the number of users (employees and third party access users) as
of the previous December 31. Should Customer's employee count increase to the extent
that access to the Licensed Products is prevented by the Software Protection Code,
Customer may provide an interim written certification and request a new Software
Protection Code, which J.D. Edwards will provide. Customer's initial user count shall be
3,000 users; however, under this Enterprise License Agreement, Customer shall have the
right to increase this user count at any time."
ARTICLE 11, SOFTWARE LICENSE ("LICENSE") LICENSE GRANT, SECTION 2., LICENSE USE,
Paragraph A, second sentence, is modified to read as follows:
"(A) Customer shall not copy the Software without the written permission of J.D. Edwards
except for a reasonable number of copies necessary for Customer's backup, production,
training, archival, and in-house disaster recovery purposes, or as operationally required."
ARTICLE II,SOFTWARE LICENSE ("LICENSE"), SECTION 2, LICENSE USE, is modified by the
addition of the following new Paragraph (E):
"The utility goal is for the City of Huntington Beach to be an early adopter of OneWorld UCIS,
which includes City review, input and exchange of knowledge towards the development of a
good, city government, and utility solution. The City's software would be at no cost as offset
by the City's efforts."
Copyright 1998 I.D. Edwards world Source Company Page 1/6 Crty of Hundngton Beach
I.D. Edwards CanFldential
ARTICLE II, SOFTWARE LICENSE ("LICENSE"), SECTION 3, THIRD PARTY ACCESS is
modified by adding the following new language after the end of Section (vii):
"J.D. Edwards agrees to include such entities as Third Party Licensed Users for the License
Fee referenced as such on the Attachment AIO executed herewith. Such License Fee shall
entitle Customer to an unlimited number of Third Party Licensed Users for the J.D. Edwards'
World and OneWorld products identified on the Attachment A10. Customer Acknowledges
that the License Fee indicated is based upon Customer's Population for the most recent
year. In the event Customer's population increases in any subsequent year, additional
Software License fees may be due to J.D. Edwards for the Third Party Licensed Users
depending on the magnitude of the population growth. Customer agrees to certify annual
populations and provide accurate information regarding this upon reasonable request of J.D.
Edwards. J.D. Edwards also agrees to waive any Maintenance fees associated with the
Third Party Licensed Users."
ARTICLE II, SOFTWARE LICENSE ("LICENSE"), SECTION 3, THIRD PARTY ACCESS,
Subparagraph (vii), last sentence, is modified to read as follows:
"Customer further agrees to be responsible for all the acts and omissions of the third
parties who are granted access under the Section as if they were Customer's own acts or
omissions."
ARTICLE III, SOFTWARE SERVICES AND TRAINING ("SERVICES"), SECTION 3(C) is deleted in
its entirety.
"ARTICLE IV. SOFTWARE UPDATES/SUPPORT LINE, (MAINTENANCE, SECTION 1,
Maintenance Services, Paragraph (B) and Attachment U, Paragraph entitled "Payment" is
modified by the addition of the following language at the end of the Paragraph:
"In addition, upon receipt of an invoice for Maintenance, Customer may cancel
maintenance services by providing written notice within thirty (30) days of the receipt of
such invoice."
ARTICLE V, GENERAL, SECTION 5, EXCLUSIVE REMEDIES, Paragraphs (A), (B)(i), (B)(ii), and
(C) are modified by inserting the word "full" before each occurrence of the word "refund."
ARTICLE V, GENERAL, SECTION 6, INDEMNITIES, is modified by the addition of the following
new Paragraph (E):
"(E) During the term of this Software License, Services and Maintenance Agreement, J.Q.
Edwards shall maintain in effect the following minimum levels of insurance coverage:
(i)WORKERS' COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, J.D. EDWARDS acknowledges
awareness of Section 3700 et seq. of said Code, which requires every employer to be
insured against liability for workers' compensation, J.D. EDWARDS covenants that it will
comply with such provisions prior to commencing performance of the work hereunder.
J.D. EDWARDS shall maintain workers' compensation insurance in an amount not less
than the State statutory requirements. J.D. EDWARDS shall require all subcontractors to
provide such workers' compensation insurance for all of the subcontractors' employees.
J.D. EDWARDS shall furnish to CUSTOMER a certificate of waiver of subrogation under
Copyright 1998 J.D. Edwards World Source Company Page 216 Clty of Huntington Beach
J.D. Edwards Confldential
the terms of the workers' compensation insurance and J.D. EDWARDS shall similarly
require all subcontractors to waive subrogation.
(H)GENERAL LIABILITY INSURANCE
In addition to the workers' compensation insurance and J.D. EDWARDS' covenant to
indemnify CUSTOMER, J.D. EDWARDS shall obtain and furnish to CUSTOMER, a policy
of general public liability insurance, including motor vehicle coverage covering the
Agreement. Said policy shall indemnify J.D. EDWARDS and CUSTOMER, and their
officers, agents and employees, while acting within the scope of their duties, against any
and all claims arising out of or in connection with the Agreement, and shall provide
coverage in not less than the following amount: combined single limit bodily injury and
property damage, including products/completed operations liability and blanket
contractual liability, of $1,000,000 per occurrence. If coverage is provided under a form
which includes a designated general aggregate limit, the aggregate limit must be no less
than $1,000,000 for this Agreement. Said policy shall name CUSTOMER, its agents, its
officers, employees and volunteers as Additional Insureds, and shall specifically provide
that any other insurance coverage which may be applicable to the Agreement shall be
deemed excess coverage and that J.D. EDWARDS' insurance shall be primary. Under
no circumstances shall the above -mentioned insurance contain a self -insured retention,
or a "deductible" or any other similar form of limitation on the required coverage.
(iii)CERTIFICATES OF INSURANCE
Prior to commencing performance of the work hereunder, J.D. EDWARDS shall
furnish to CUSTOMER certificates of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall:
(a)provide the name and policy number of each carrier and policy;
(b)shall state that the policy is currently in force; and
(c)shall promise that such policies shall not be suspended, voided or canceled by
either party, reduced in coverage or in limits except after thirty (30) days prior written
notice; however, ten (10) days prior written notice in the event of cancellation for
nonpayment of premium.
J.D. EDWARDS shall maintain the foregoing insurance coverages in force until the
work under this Agreement is fully completed and accepted by CUSTOMER. The
requirement for carrying the foregoing insurance coverages shall not derogate from the
provisions for indemnification of CUSTOMER by J.D. EDWARDS under the Agreement.
CUSTOMER or its representative shall at all times have the right to demand the original
or a copy of all said policies of insurance. J.D. EDWARDS shall pay, in a prompt and
timely manner, the premiums on all insurance hereinabove required."
ARTICLE V, GENERAL, SECTION 8, ARBITRATION, last sentence, is modified as follows:
Change the words "any appropriate jurisdiction" to "Orange County, California".
ARTICLE V, GENERAL, SECTION 9, TERM AND TERMINATION, Paragaph (E) is modified
by the addition of the following language:
"If the Agreement is terminated by Customer due to an uncured material breach by J.D.
Edwards, Customer may continue to use the Licensed Products (subject to the terms and
conditions of this Agreement) for a reasonable period of time not to exceed six (6) months in
order to effect an orderly transition to alternate software products."
Copyrlght 1998 J.D. Edwards World Source Company ?age 316 City of Huntington Beach
J.D. Edwards Confidential
ARTICLE V, SECTION 10, PAYMENT, Paragraph (A), second sentence, is modified as follows:
"Customer agrees to pay fifty percent (50%) of the License Fees in the amount of $342,500,
and one hundred percent (100%) of the taxes due in the amount of $53,087.50 for a total of
$395,587.50 upon execution of this Agreement, and any Attachment attendant to this
Agreement, and the remaining fifty percent (50%) in the amount of $342,500 within ninety
(90) days after execution of such Attachment.
ARTICLE V., SECTION 10. PAYMENT, Paragraph (A), is modified by the addition of the following
language to the end of this Paragraph:
"Beginning twelve (12) months from the date of this agreement, and each subsequent year
thereafter, J.D. Edwards shall review Customer's general population for Customer's
previous fiscal year. In the event Customer's general population, based on the Official State
Estimates, Table T,• City and County Population and Housing Estimate, prepared on an
annual basis, exceeds the respective Population range listed in the table below, Customer
will remit to J.D. Edwards the incremental difference between the new List Price and the
previous List Price as reflected in the table below or in accordance with then current prices.
J.D. Edwards shall invoice and Customer shall pay, within thirty (30) days of receipt of such
invoice, an additional License Fee.
"Population
100,001 — 250,000
250,001 — 500,000
500,001 — 750,000
750,001—1,000,000
List Price
$150,000 Each Suite
$195,000 Each Suite
$225,000 Each Suite
$360,000 Each Suite"
ARTICLE V, SECTION 10, PAYMENT, Paragraph (B), second sentence, is modified as follows:
Delete the words "two (2)" and replace with the words "one (1)."
ARTICLE V., SECTION 10. PAYMENT, Paragraph (C), is modified by the addition of the following
to the end of this Paragraph:
"Maintenance fees shall be charged based on fifteen percent (15%) of net Software License
Fees, excluding Third Party Access License Fees, paid by Customer. In the event
Customer remits additional Software License Fees as described above, Maintenance fees
shall be based on the new net Software License Fees."
ARTICLE V, GENERAL, SECTION 10, PAYMENT, Paragraph (C), to be amended by the addition
of the following:
"(i) In consideration of Customer's agreement to license under a Special Bid Enterprise
License, J.D. Edwards shall invoice and Customer agrees to pay for Maintenance
services the amount shown on the Attachment U for the first twelve months and is based
on the following:
"(1) For the first twelve (12) months after execution of this Addendum, Customer agrees
to pay Maintenance fees for this period in the amount of $26,325, which is based upon
thirty percent (30%) of the current total Maintenance fees.
Copyright 19981.D. Edwards World Source Company Page 4/6 City of Huntlngton Beach
I.D. Edwards Confldendal
•
•
"(2) For the next twelve (12) months after completion of the period defined in (1),
Customer agrees to pay Maintenance Fees for this period in the amount of $78,975,
which is based upon ninety percent (90%) of the current total Maintenance fees.
(ii) After the twenty-four (24) month period provided above, Customer agrees to pay
Maintenance fees pursuant to the then current Maintenance fees in effect."
ARTICLE V., GENERAL, SECTION 10, PAYMENT, is modified by the addition of the following nes
Paragraph (G):
"J.D. Edwards agrees not to increase its list prices for maintenance services over the
greater of either five percent (5%) per year or the national rate of inflation for the preceding
twelve (12) month period, as measured for the Consumer Price Index by the United States
Bureau of Labor Statistics. J.D. Edwards may carry forward for one (1) year the right to
apply an increase not made during the previous twelve months."
ARTICLE V., SECTION 13, Paragraph (D), is hereby amended by as follows:
"State of Colorado" is replaced with "State of California"
Article V, GENERAL, SECTION 13, GENERAL, Paragraph (M,) is modified by the addition of the
following new language at the end of the Paragraph:
"J.D. Edwards and Customer acknowledge that Customer is a public entity bound by the
provisions of the California Public Records Act, the Brown Act (open meetings act) and other
state law regulating public access to government records. Customer may disclose the
contents of this Agreement pursuant to such laws except to the extent that the information is
protected by Section 6254(k) of the California Public Records Act."
ATTACHMENT A10 — LICENSED PRODUCTS, World Software & OneWorld — Suite Pricing, is
modified to reflect that the prerequisite for World Customer Information System ("CIS") is OneWorld
Project Management, which has been licensed by the Customer.
ATTACHMENT A/0, — LICENSED PRODUCTS, World Software & OneWorld — Suite Pricing
,Note (7), is modified to read as follows:
,(7) LICENSE OF ADDITIONAL SOFTWARE. If Customer licenses additional Software Suites,
Customer will pay the Base License Fee."
ATTACHMENT S, Item 5., Prepaid Training, is modified as follows:
In the note following Item 5, change the words "eighteen (18)" to "twenty-four (24)".
THIS ADDENDUM, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH
SUPERSEDES ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS,
Copyright 1998 J.D. Edwards world Source Company Page 5/6 City of Huntington Beach
J.D. Edwards Confidential
•
•
WHETHER ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER OF THIS ADDENDUM. Notwithstanding
anything to the contrary in the Agreement, in the event of a conflict between the terms and conditions
of this Addendum and those contained within the Agreement, the terms and conditions of this
Addendum shall prevail. All other terms and conditions remain unchanged and are ratified hereby.
THIS ADDENDUM SHALL NOT BE EFFECTIVE UNTIL EXECUTED BY CUSTOMER AND
ACCEPTED AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF J.D. EDWARDS.
By execution, signer certifies that signer is
authorized to accept and execute this
Agreement on behalf of J.D. Edwards. Accepted
by J.D. Edwards and effective as
J.D. E
By,
( thorized Signature)
Allen inder
(Print or Tvae Name)
Vice President & General Manager
(Title)
Copyright 1998 J.D. Edwards World Source Company
J.D. Edwards Confidentlal
By execution, signer certifies that signer is
authorized to execute this Agreement on
behalf of Customer.
CUSTOMER
T^
By
Authorized Signature)
Peter Green
(Print or Type Name)
Mayor
(Title)
Page 6/6 Clty of Huntington Beach
r 1
•
ee� e
REVIEWED AND APPROVED:
�� li
City ministrator
ATTEST:
City Clerk
�9
APPROVED AS TO FORM:
e ,
ity Attorney
'�
INITIATED AND APPROVED:
Fire Chief
•
]DEdwards-
ATTACHMENT A/0 - LICENSED PRODUCTS
WorldSoftwareTm & OneWorldTm - Suite Pricing
G❑L®
SPECIAL BID
One Technology Way
Denver, Colorado 80237
Customer City of Huntington Beach A/B# 2010173
Address 2000 Main Street
Huntington Beach, CA 92648 -.---_
This Attachment A/0 ("Attachment") to the (check on) ❑ Software License Agreement or ® Software License, Services and
Maintenance Agreement ("Agreement') is made by and between J.D. Edwards ("J.D. Edwards" shall have the meaning set forth in
such Agreement) and Customer in consideration of their mutual promises and subject to its terms and conditions. This Attachment
amends the Agreement dated 10-18 — 9 9 . Customer agrees to (check appropriate option(s)) ® license; and/or ❑
upgrade the number of Licensed Users for use on the Customer System(s). The type of Licensed Products delivered to Customer
will be based on the hardware platform(s) listed on page two and any Supplemental Schedule for each Supported Platform
specified as part of the Customer System(s).
Software Suites (2)
® 1 Foundation (3)
® 2 Financial
® 3 Logistics/Distribution
® 4 Manufacturing
® 5 Human Resource Management (6)
® 6 Payroll (5,6) ® U.S.
❑ Canadian
07 Customer Service Management System (CSMS") OneWorld only
❑ 8 ECS
29 Project Management
Required
Suite Base
Prerequisites (1)
License Fee
$150,000
1
150,000
1,2
150,000
1,2,3
150,000
1
150,000
1
150,000
1
1,2,3,4
150,000
1,2,3
1,2
150,000
NOTE: Release 873.3 of OneWorld includes Suites i through 9. Addltional Suites are available in WoddSoftware only
and not in Release 873.3 of OneWorld.
Software Suites
❑ 10 World Vision GUI (4) 1
❑ it Services 1,2,3
® 12 Customer Information System ("CIS' 1,2,3,11 150,000
'❑ 13
Total Base License Fees (7): $1,350,000
ser Type Licensed : Fees Per Licensed User:i otal Licensed Users 7 9
Concurrent (11) SLu um X Customer Employees = $SQgoal Bid
Third Party Access Slump Sum X see Addendum for License Use Restrictions = $100,000
$ X = $
$ X = $
CIS Only -- Fee per customer: $ X # of customers: _ $
Total Software License Fees: $1,450,000
Attachment T $150,000
i oun (915,000)
Net Software License Fees $685.000
Taxes 7 7 % $53 087.54
Total $738,087.50
This Attachment, including its terms and conditions and the Agreement, is a complete and exclusive statement of
the agreement between the parties relating to its subject matter, and which supersedes all prior or concurrent
proposals and understandings, whether oral or written, and all other communications between the parties relating
to Its subject matter. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict
between this Attachment and the Agreement, this Attachment shall prevail. All other terms and conditions remain
unchanged and are ratified hereby. This Attachment shall not be effective until executed by Customer and
accepted by an authorized representative of J.D. Edwards.
By execution, signer c f that ign Is authoriz to accept and By execution, signer certifies that signer is authorized to execute this
execute this Attac n be If o J.D^Edw S. Accepted by Attachment on behalf of Customer.
J.D. Edwards as of
J.D. EDWA CUSTOMER
By By- DIOEZ�
(Authorise signature) (Authorized Signature)
All Winder Peter Green
1print orfivm Names (Print or Type Name)
Vice President & Genera! Manager
(Title)
Copyright 1998-99 J.D. Edwards World Source Company
J.D. Edwards Confidential
Mayor
(Title)
Page 1/2 06/99 Attachment A00399
ATTA&ENT A/O
Location of Custorer System(s)
A/8# 2010173
2. - Huntington Beach, CA A/B# 2010173
— WorldSoftwareTM & C&Orldym
A"dlfy, If applicable:
Deployment Server &
Supported Platform Type (8) (Including
Feature, Model and Serial # if AS/400)
For additional Customer Systems, If any, see "Supplemental
Schedule of Custamar Locations"
HP9000/TBD
AS400/TBD
Total Licensed Users (9) :
Licensed Users
By User Type
Unlimited
Concurrent;
I Unlimited Third
; Party Access
Concurrent;
Unlimited Third
Party Access
Unlimited
Concurrent;
Unlimited Third
Party Access
Licensed User Allocation Tkle:
Customer agrees that, as of the date of this Attachment, its oroiection of the location of the Licensed Users specified above is as follows (10):
J.D. Edwards Entity:
Customer User Location:
% of Total Licensed
User:
J.D. Edwards World Solutions Company
The Americas (includes North and South America and the
Caribbean)
100 %
J.D. Edwards Europe, Ltd.
EMEA (includes Europe, Africa, & Middle East)
J.D. Edwards (Asia Padk) Pte Ltd.
Asia Pacific
Total:
100%
NOTES
(1) Customer should license all Required Prerequisites and install each licensed Software Suite m its entirety. FAILURE TO LICENSE AND INSTALL PREREQUISITE SOFTWARE
SUITES WILL VOID ANY AND ALL WARRANTIES.
(2) The OrneWorld CD Release B73.3 contains the Accessory Programs, Microsoft Internet Explorer 4.01 and Adobe Acrobat 3.01 which each have individual End User License
Agreements contained within the programs. Microsoft Internet Explorer logo is a trademark of Microsoft Corporation. Adobe Acrobat logo Is a trademark Of Adobe
Systems, Incorporated. Portions of OneWortd Release B73.3 contain third parry software which are copyrighted and distributed under a license from : Portions Copyright
1985-1997 Microsoft Corporation. Portions Copyright 1992-1995 Tenberry Software, Inc. Portions Copyright 1993 Premia Corporation. Portions Copyright (c) 1997 DC
Micro Development. All Rights Reserved. The J.D. Edwards ISO 9001 registration does not include products Licensed from third parties.
(3) The Foundation Software Suite contains the OneWorld Tooikit and the Development Environment Application for the WoddSoftware. Customer agrees not to use the functionality
of the OneWorld Tcolklt and Development Environment Application to develop computer programs which compete with any J.D. Edwards Lcensed Products. Customer shall
Indemnify J.D. Edwards against any harm or expense (including, without limit, reasonable attorney's fees) arising out of any computer programs generated by Customer utilizing
the OneWorld Toolkit or Development Environment Application. NOTWITHSTANDING THE WARRANTY CONTAINED IN THE AGREEMENT, NO WARRANTY IS MADE THAT THE
ONEWORLD TOOLIUT OR THE DEVELOPMENT ENVIRONMENT APPLICATION WILL GENERATE COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS
DESIRED BY CUSTOMER OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE.
(4) The WorldVislon GUI Suite includes software provided under !!cerise to J.D. Edwards by Seagull Business Software b.v. THE SEAGULL SOFTWARE APPLICATION CONTAINS
SOFTWARE PROTECTION PROCEDURES; IF AN ATTEMPT IS MADE TO SIMULTANEOUSLY EXECUTE MORE COPIES OF THE SEAGULL SOFTWARE APPLICATION THAN HAVE
BEEN LICENSED OR SET AS A LIMIT FOR EACH CPU, THESE PROCEDURES WILL PREVENT THE EXECUTION OF THE UNLICENSED OR ADDITIONAL COPIES. IF THE SEAGULL
SOFTWARE APPLICATION IS EXECUTED ON AN UNLICENSED PROCESSOR OR WITH A PROCESSOR DATE LATER THAN THE AUTHORIZATION DATE, THESE PROCEDURES WILL
ALSO PREVENT THE EXECUTION OF THE SOFTWARE. The source code for World vision GUI may not be released by J.D. Edwards but Is placed in escrow by the third party
vendor. If a Release Condition in the Escrow Provision is invoked with respect to the third party vendor, the source code will be released to J.D. Edwards. The
J.D. Edwards ISO 9001 registration does not include products licensed from third parties.
(5) Payroll Suite requires PAYROLLTAX to be licensed directly from Vertex Systems, Inc. for an additional fee.
(6) THE UNMODIFIED SOFTWARE APPLICATION IS INTENDED FOR USE IN THE UNITED STATES OR CANADA AND MAY NOT SUPPORT LOCAL GOVERNMENT REQUIREMENTS OR
EMPLOYMENT PRACTICES WITHOUT MODIFICATIONS BY CUSTOMER. CANADIAN PAYROLL AVAILABLE UNDER CUMMULATIVE RELEASES OF VERSION B73.3.
(7) LICENSE OF ADUMONAL SOEIMARE AND ADDITIONAL USERS: If Customer licenses additional Software Suites, Customer will pay the Base License Fee and any increased
User Fees. Additional Users must be licensed in blocks of ten (10) Users. If Customer decreases the number of Licensed Users there shall be no credit given or refund paid on
the License Fees already due or paid.
(8) IDENTIFICATION OE CUSTOMER SY5TEM(5 If installing the OneWorld Software, Customer must identify each Deployment Server, type of Supported Platform, and number of
licensed Users and type of for each Customer System and Deployment Server. If installing the WoddSoftware on an AS/400, Customer must Identify the model, feature and
serial number of each AS/ 400 on which the Licensed Products are installed and the number of Licensed Users associated with each such AS/400.
(9) SOFTWARE PROTECTION PROCEDURES: THE ONEWORLD LICENSED PRODUCTS CONTAIN PROCEDURES WHICH LIMIT THE NUMBER OF DEPLOYMENTS OF THE LICENSED
PRODUCTS To CLIENT PC PLATFORMS TO AN AMOUNT SPECIFIED AT THE TIME THE SOFTWARE PROTECTION CODE ("SPC') I5 ISSUED
(10) The information provided in this section is only Customers projection of the locations of its Licensed Users as Of the time of the execution of this Attachment. It will be used
solely for the purpose of allocation of the License Fees and Maintenance Fees to be Invoiced from each of the J.D. Edwares entitles to Customer ano designation of the
contracting J.D. Edwards entitles. Unless otherwise agreed to by the parties, each of the J.D. Edwards' entities will invoice (on a single combined invoice) their proportionate
share of License Fees and any associated Maintenance Fees (based on the percentage allocation on page one) to Customer's address as it appears on Page One of this
Attachment. Customer may be asked from time to time to Certify the location of its Users in accordance with the audit clause contained in the Agreement.
(11) A "Concurrent User" shall be defined as a Individual with an assigned "user id" which has executed an application contained in a Licensed Product either through a
menu selection, fast path, or hlgden selection. A User will be counted as a Concurrent User until the User signs off the system, refreshes the library list, or enters Hidden
Selection 30 (AS/400 Only). Multiple concurrent sessions on the same Customer System utilizing the same "user Id" initiated from the same workstation shall be counted
as one Concurent User. However, sessions initiated by one "user id" on more than one workstaton, or by more than one "user id" on the same workstation, shall be
COL—ited as multiple Concurrent Users. The total number of Concurrent Users simultaneously using the Licensed Products at any tme may not exceed the Concurrent
Licensed Users. The SPC provided for Deployment Server(s) (as referenced In Note 9 above) will reflect the total number Licensed Users assigned to the Deployment
Servers) divided by .6 (Example; Customers with 30 Concurrent Users will be able to deploy up to 50 client PC platforms under this provision).
Copyright 1998-99 J.D. Edwards World Source Company Page 2/2 06/99 Attachment A00399
J.D. Edwards Confidential
0 J.D. Edwards •
ATTACHMENT A/0 - LICENSED PRODUCTS
REVIEWED AND APPROVED:
City A inistrator
ATTEST:
&72,� 2Z,2z�,"
City Clerk 9 %//9/9y
APPROVED AS TO FORM:
141S�1a_gity Attorney
e c 9
INITIATED AND APPROVED:
nA
Fire C ief
JDEdwardss ATTACHMENT S One Technology Way
Denver, Colorado, 802
Customer City of Huntington Beach A B# 2010173
Address 2000 Main Stree
Huntington eac CA 92648
This Attachment is made by and between J.D. Edwards ("J.D. Edwards" shall have the meaning set forth in the Software License Agreement between the
parties) and Customer in consideration of their mutual promises and subject to its terms and conditions. This Attachment supplements and amends the
terms and conditions of the (check one) S. Software License, Services, Maintenance Agreement or ❑ Software Services Agreement ("Agreement"), dated
10 —18 — 9 9 as follows:
SERVICES PROVIDED - J.D. Edwards provides to Customer and Customer accepts, subject to the terms and conditions of the Agreement, the Services
indicated below:
AVAILABLE SERVICES:
1. General Consulting Services: (Installation assistance, custom design and computer. .......
programming services provided on a time and materials basis. Consulting...........................................................
rates vary per hour depending upon the consultant's expertise and product certification level.) ..............................
2. Training: Regular scheduled classes.........................................................................................................
(One or more students from Customer will attend a standard, scheduled JDE class . ...............................................
offered to multiple J.D. Edwards clients, and usually held at a J.D. Edwards location.) ............................................
Custom classes and/or training..................................................................................................................
(One to eight students will attend a class scheduled and conducted solely for Customer,
at either J.D. Edwards' or Customer's location.).................................................................................................
3. Specific Consulting Services ...... NQt<... A(7P1irr ab1P...........................................................
(Consulting Services according to mutually agreed to engagement letter, scope of work, or exhibit.)
4. Solution Assurance . .. ............ ..... ............... ..... ..... ............................... ....... ............................................
(J.D. Edwards has identified certain milestones or checkpoints during the implementation process ..........................
which are critical planning or review activities to achieve the most effective implementation.)
S. Prepaid Training.....................................................................................................................................
.............. VPA discount of 15%...........................................................................................................
Customer understands that this amount is nonrefundable and must be used within eighteen (18) months
of the date of this Attachment. If Customer fails to remit this amount, any training taken by Customer will
be billed at the then current local training rates.
Total...... .......................................................
...............
(Plus taxes where applicable)
Customer agrees to
pay:
Billed on time &
materials basis upon
request of Customer
Billed at then current
standard rates upon
request of Customer
Billed at then current
standard rates upon
request of Customer
Billed per the engage-
ment letter, scope of
work, or exhibit
(Due upon execution)
$ 283,810.00
$ (42,571.50)
$241,238.50
This Attachment, including its terms and conditions, and the Agreement of which it is a part, is a complete and exclusive statement of the agreement
between the parties, which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between
the parties relating to its subject matter. Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between this Attachment and
the Agreement, this Attachment shall prevail. All other terms and conditions remain unchanged and are ratified hereby. This Attachment shall not be
effective until executed by Customer and accepted by an authorized representative of J.D. Edwards.
By execution, signer certifies that signer is authorized to accept and execute
this Attachment oq be of J.D Edwa�rds. Acceppd by J.D. Edwards and
effective as of // 1 .T (I A-ieZ,
J.D.
(Authorized
Winder
(Print or Type Name)
(vice President & General Manager
(Title)
By execution, signer certifies that signer is duly authorized to execute this
Attachment on behalf of Customer
CUSTOM
By
&_X_Z1,
(Authorized Signature)
Peter Green
(Print or Type Name)
Mayor
(Title)
Copyright 1998 3.D. Edwards World Source Company Page 1/1 10/98 Attachment S 1298
J.D. Edwards Confidential
J.D. Edwards
ATTACHMENT S
REVIEWED AND APPROVED: ATTEST:
6" r,=� ee�
City Aalffiinistrator City Clerk
APPROVED AS TO FORM:
A�,�f City Attorney
ro t, --5i
INITIATED AND APPROVED:
Fire Chief
. • • I IIIIII� IIIII IIIII IIIII IIIII III IIII
JDEdwards" ATTACHMENT T- TRAINING & One Technology Way
DOCUMENTATION APPLICATIONS Denver, Colorado 80237
Customer City of Huntington Beach A B# 2010173
Address 2000 Main Street
Huntington Beach C 2
This Attachment T ("Attachment") to the (check on) ❑ Software License Agreement or M Software License, Services and
Maintenance Agreement ("Agreement') is made by and between J.D. Edwards World Solutions Company, J.D. Edwards
Europe, Ltd. and J.D. Edwards (Asia Pacific) Pte. Ltd. ("J.D. Edwards") and Customer in consideration of their mutual
promises and subject to its terms and conditions. This Attachment amends the Agreement dated /0 ix-fg. Applicable notes
are on Page Two.
Software Suites (Licensed Products) (1)
1 J.D. Edwards Custom User Education Suite Base (World and OneWorld) ("CUE Suite's
2 J.D. Edwards Custom User Education Suite — CBT Logistics/Distribution
3 J.D. Edwards Custom User Education Suite - CBT Manufacturing
Total Software
License Fee
$50,000
$50,000
$50,000
Net Software License Fees: $1W.000
Taxes Re Agarhmant ALQ $$,0(0
Total Due $150.000
The CUE Suite is comprised of the Custom Documentation Tool and Computer Based Training (CBT). Not all Tier 1
languages are available for certain components of the CUE Suite. Please consult published product information for
availability of languages.
Customer is licensed for and may order a sufficient number of copies to reasonably support its Total Licensed Users
accessing the World and/or OneWorld Licensed Products pursuant to the Agreement.
This Attachment, including its terms and conditions and the Agreement, is a complete and exclusive statement of the agreement
between the parties relating to its subject matter, and which supersedes all prior or concurrent proposals and understandings,
whether oral or written, and all other communications between the parties relating to its subject matter. Notwithstanding
anything to the contrary in the Agreement, in the event of a conflict between this Attachment and the Agreement, this Attachment
shall prevail. All other terms and conditions remain unchanged and are ratified hereby. This Attachment shall not be effective
until executed by Customer and accepted by an authorized representative of J.D. Edwards.
By execution, signer certifies that signer is authorized to By execution, signer certifies that signer is authorized to
execute this Attachment on behalf of J.D. Edwards. execute this Attachment on behalf of Customer.
Accepted by J.D. Edwards and effective as of
J.D. EDWARDS WORLD SOL TIONS 9OMPANY
J. D. EDWA ROP ,
J.D. E SIA FIC) E. LTD. CUSTO
By (Author ignature) By (Authorized Signature)
A en Winder Peter Green
(Pdn or Type Name) _ (Print or Type Name)
ice President__ & General Manager Mayor
(Title) (Title)
Copyright 1998-99 J.D. Edwards World Source Company Page 112
J.D. Edwards Confidential
VJ
06/99 Attachment T0699
. ATTACHMENT T •
Notes
(1) The "Licensed Products" include the CUE Suite, any Software Updates provided pursuant to Maintenance services, the media
on which they are delivered, and any associated documentation. Customer receives access to the CUE Suite for all its
Licensed Users. A "Licensed User" is a User for which a license fee has been paid.
(2) THE WORLD AND ONEWORLD CBT REFLECT CERTAIN FUNCTIONALITY CONSISTENT WITH SPECIFIC RELEASES OF THE J.D.
EDWARDS WORLD AND ONEWORLD SOFTWARE. USE BY CUSTOMER OF THE LICENSED PRODUCTS WITH INCONSISTENT
RELEASES OF THE J.D. EDWARDS SOFTWARE MAY PRODUCE INCONSISTENT RESULTS. J.D. EDWARDS SHALL NOT
PROVIDE ANY CORRECTION, ENHANCEMENT OR REFUND OF LICENSE FEES REQUESTED BY CUSTOMER UNDER THE
WARRANTY SECTION OF THE AGREEMENT THAT RELATE TO THE USE BY CUSTOMER OF THE LICENSED PRODUCTS IN
CONJUNCTION WITH INCONSISTENT RELEASES OF THE J.D. EDWARDS SOFTWARE. PLEASE CONSULT THE PUBLISHED
PRODUCT INFORMATION FOR THE AVAILABLE RELEASES FOR THE CUE SUITE.
(3) THE CUSTOM DOCUMENTATION TOOL MAY CREATE CUSTOM DOCUMENTS WITH IMPERFECTIONS IN LAYOUT AND
FORMAT WHEN COMPARED TO THE ORIGINATING 3.D. EDWARDS DOCUMENTATION. CUSTOMERS SHOULD REVIEW THE
CUSTOM DOCUMENTATION TO ENSURE THAT ALL FORMATTING AND EMBEDDED TABLES, ETC. HAVE BEEN CARRIED
OVER INTO THE NEW CUSTOM DOCUMENT.
Copyright 1998-99 J.D. Edwards Worid Source Company
J.D. Edwards Confidential Page 2/2 06/99 Attachment T0698
J.D. Edwards •
ATTACHMENT T - TRAINING & DOCUMENTATION
APPLICATIONS
REVIEWED AND APPROVED: ATTEST:
City Ad inistrator City Clerk is/i9/99
APPROVED AS TO FORM:
Ay,�- City Attorney
/.o-Y-,,w
INITIATED AND APPROVED:
wg"4 b4LI'10-N�
Fire Chief
7'� -�` � � • ! IIIIIIIIiIIIIIIIIIIIIIIIIIIIIIiIIII
)DEdwards` ATTACHMENT U One Technology way
Maintenance Services Denver, Colorado 80237
Customer City of Huntington Beach AL0# 2Q1Q ,
Address 2000 Main Street
Huntington Beach, CA 92648
This Attachment is made by and between J.D. Edwards ("J.D. Edwards" shall have the meaning set forth in the Agreement) and Customer in consideration
of their mutual promises and subject to its terms and conditions. This Attachment supplements and amends the terms and conditions of the (check one)
Software License, Services and Maintenance Agreement or ❑ Maintenance Agreement ("Agreement"), dated 10 —18 - 9 9 . as follows:
Maintenance Services - J.D. Edwards shall provide to Customer, subject to the terms and conditions of the Agreement, the Maintenance services
indicated below:
Start Date: Upon Execution . Period of Coverage: 1 year(s). The Period of Coverage begins upon shipment of the Licensed Products to the first
designated site. Customer may not elect to exclude any of the Licensed Products or Licensed Users from the Maintenance services during the Period of
Coverage. During the Period of Coverage, Customer will be billed additional Maintenance fees resulting from the addition of Licensed Users or a change to
Premier Maintenance.
Payment: Customer agrees to pay the fees specified below within thirty (30) days of invoicing by J.D. Edwards. Unless canceled by either party by written
notice no less than thirty (30) days prior to the end of the Period of Coverage, this Agreement and the Period of Coverage shall automatically extend far one
(1) year at the then current prices.
Existing J.D. Edwards Customers Only: For existing Customers converting to Suite Pricing, Maintenance fees will in no event be lower than your
Maintenance fees under your previous pricing structure ( your "Maintenance Fee Base". Your Maintenance Fees will remain the same as the Maintenance
Fee Base unless and until you license sufficient Users under Suite Pricing (or until J.D. Edwards list price for Maintenance Suite Pricing increases) so that the
Suite Maintenance fees exceed the Maintenance Fee Base. If that occurs, you will be then billed for Maintenance fees based on your number of Users under
Suite Maintenance.
Select Type:
® Standard Maintenance Fee SPECIAL, BID
8 PREMIER Maintenance Fee
Re -initiation Charge:
Maintenance Fees (For the Period of Coverage)
User Type Licensed: Enterprise License
Maintenance Fees: X SUnlimited = $
(Number of Licensed (Fee per Licensed
Users) User)
User Type Licensed:
Maintenance Fees: X $
(Number of Licensed (Fee per Licensed
Users) User)
User Type Licensed:
Maintenance Fees: X $
(Number of Licensed (Fee per Licensed
Users) User)
CIS ONLY:
Maintenance Fees:
(Number of
customers)
X $
(Fee per
customer)
Sales Tar 7.75%
Total Maintenance Fees:
$2,0ADA2
$2120—M See addendum for clarification
This Attachment, including its terms and conditions and the Agreement, is a complete and exclusive statement of the agreement between the parties -
relating to its subject matter, and which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other
communications between the parties relating to its subject matter. Notwithstanding anything to the contrary in the Agreement, in the event of a
conflict between this Attachment and the Agreement, this Attachment shall prevail. All other terms and conditions remain unchanged and are ratified
hereby. This Attachment shall not be effective until executed by Customer and accepted by an authorized representative of J.D. Edwards.
By execution, signer certifies that signer is authorized to accept and
execute this Attacbmgntin be J.j�. dv�W /accepted by J.D.
Edwards and eff9L% N iy /
J.D.
Al
(Print or Type Name)
Vie President & General Manager
(Title)
Copyright 1998 J.D. Edwards World Source Company
J.D. Edwards Confidential
By execution, signer certifies that signer is authorized to execute this
Agreement on behalf of Customer.
CUSTOMER
BY
(Authorized Signature)
Peter Green
(Pant or Type Name)
Mayor
(Title)
Page 1/1
9/98 ATTACHMENT U 1298
J.D. Edwards 0
ATTACHMENT U - Maintenance Services
REVIEWED AND APPROVED: ATTEST:
City ministrator City Clerk
APPROVED AS TO FORM:
ity Attorney [gypo o#l*
INITIATED AND AP ROVED:
&Lzx.0 J8. 1r-s3
Fire Chief
IDEdmuds'
Enterprise Software STATEMENT OF WORK
City of Huntington Beach
Section 1.1
Parties
This Statement of Work is agreed by and between JDEdwards ("JDE"), a Colorado corporation
with its principal office at One Technology Way, Denver, Colorado 80237, and CLIENT "City of
Huntington Beach" (Huntington Beach) with offices at 2000 Main Street, Huntington Beach, CA
92648 under the Software License and Maintenance Agreement ("Agreement") dated October
4, 1999 as follows:
This agreement specifically defines the scope of work agreed to between JDE and Huntington
Beach for the implementation of our World CIS Software. Each of the primary parties also has
a separate scope of work defined includes many of the activities defined herein.
Section 2.1
Activities/Services
JDEdwards, as the prime contractor, will perform software configuration, application
implementation, project management, training and implementation services for CLIENT.
Implementation' services may include, but not be limited to: project planning, conversion
support, testing, system operations, support and quality assurance functions.
In the event the City of Huntington Beach elects to implement this World CIS Statement of
Work, JDEdwards will use commercially reasonable efforts to enter into an addendum to
comply with the City of Huntington Beach requirements with respect to the services portion of
the Software License, Services, and Maintenance Agreement dated October 4, 1999.
Section 2.2
Project Scope
CLIENT hereby retains the option to use JDEdwards upon the terms and conditions contained
herein to perform certain work and services on the project, commencing within two weeks of
mutual execution of the Addendum referenced in Section 2.1 above, to the Software License
Agreement and Statement of Work. The contract period will be for 7 months from October 1,
2001 to April 30, 2002. The project scope will include the following services:
General Activities
• Lead implementation and providing direction and coaching in the use of JDEdwards World
Solutions Company software functions, features, reports and system architecture.
JD Edwards World CIS Implementation Statement of Work v.1, 10199 Page 1
IDEdwarck
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
• Will assist CLIENT project teams in evaluating their current implementation status and
completing the effort remaining to implement the JDEdwards World Solutions Company
software.
Technical Activities
• JDEdwards will lead efforts to assist the CLIENT in developing a detailed technology
implementation work plan.
• JDEdwards will install the World CIS software for the environment.
• JDEdwards will provide Production Planning and rollout tasks to prepare the World CIS
environment for live production activity.
Application Activities
• JDEdwards will assist the CLIENT in joint development of a detailed software implementation
work plan.
• An Industry Specialist for JDEdwards, will provide the implementation team at a minimum,
assistance related to the implementation of the CIS system.
• JDEdwards will follow the Implementation Approach defined in Section 2.3 of the Scope of
Work will assist the CLIENT team and implement the following modules: World CIS
• During the project JDEdwards will perform at a minimum, the implementation activities
defined in section 3.1 through 3.6 of the Statement of Work.
• Direct and coach management of conversion process with Huntington Beach.
lA Edwards woad CIS Implemenadon Statement of work, v.1, 10/99 Page 2
JDEdwai�nb
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Section 2.3
Implementation Approach
JDEdwards and its subcontractors will follow the JDEdwards OnTrack Implementation
Approach (see diagram below) as the guiding methodology for the implementation. The
activities in the project will include application consulting, training and project management
services.
Define Train Model Configure Go -Live Refine
Demo
8 De
Int
Sco
C
Overvl
Appllca
Fast Tr
Job Tn
Technl
8 Toa
Initial
Softwarc
Installatic
Imple"' i
Resole
Techn
Projec
Environ
Prepare
End U
Tralnir
�: .Ni
k F
Create,8.:
End;l
SYe
Process;; --
Scripts' in
' Prototype:
Ente
Rol
Environment
-
Actli
Documert -
Issues 6;
Final
Environ
ment.
Final Da
:onversl
Live-Usi
Initial Us
Evaluatl
8 Chang
Manage
meat:'.
Sign -of
Idea to
ActionTM
ActivEra
Further
Process s
Improve -
meet
Version
Upgrade
Prepar-
ation .
Periodic
End User
8
Tech.
Reviews
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 3
0 0 0
JDEdwiids'
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Section 3.1
Implementation Activities
Proiect Management
JDEdwards shall provide a Client Manager who will provide guidance to the CLIENT project
manager throughout the duration of the project. JDEdwards will assign a Client Manager who
will be responsible for directing all JDEdwards resources associated with the project. This
individual will be the primary point of contact between the CLIENT and JDEdwards, and will be
responsible for delivery of all agreed upon services and products. JDEdwards and the CLIENT
shall establish a mutually agreeable meeting schedule and format, which shall be no less
frequent than once per calendar month, to review status and issues related to the services
herein.
The JDEdwards Client Manager will prepare a monthly Status Report for the CLIENT that will
address the general status of the implementation, accomplishments, scheduled activities and
issues for management attention.
The CLIENT shall provide a dedicated project manager for the implementation. The CLIENT
project manager will be responsible for directing all CLIENT resources and activities related to
the project. This individual will be the primary point of contact between the Client Manager and
the CLIENT.
JDEdwards shall provide both a client manager and a industry specialist for the project.
The Client Manager shall be responsible for:
• The management of JDEdwards resources for maximum effectiveness and efficiency
• Maintaining regular communication with the clients Executive Sponsor and Project
Manager
• Issue a monthly project Status Report to the Executive Steering Committee which
provides and updated regarding the project schedule and budget.
• Facilitate the escalation of high priority issues.
• Manage the progress of JDEdwards resources.
The JDEdwards Industry Specialist will at a minimum (but not be limited to):
• Lead project meetings and/or teleconferences with client project manager regularly
(e.g., bi-weekly) or as necessary to report on project status, deal with issues and
problems and make midcourse corrections.
JD Edwards World CIS Implementation Statement of Work, v. f, 10/99 Page 4
JDEdwaids' •
Enterprise Software STATEMENT OF WORK
City of Huntington Beach
• Gain an understanding of client's information requirements and the related business
environment.
• Manage consulting efforts to a project plan and monitor and follow up accordingly
• Attend to the detail of the project especially in planning, scheduling, and
specification and implementation activities.
• Proactively communicate to the JDEdwards Client Manger issues and areas which
require management attention by the client.
Deliverables:
• Ongoing status reports with issues and problems to be addressed
• Monthly budget updates
• Recommendations for change
Section 3.2
Define
The project definition step determines the project scope and creates the organization and
structure needed to complete the implementation successfully. The activities included are:
• Initial scope & requirements
• Project planning
• Detail project planning
Task
Objectives
Participants
Dellverables
1.Initial scope
Introduce implementation
Project manager(s),
Working papers for proposed
and
services (direct or
process owners, team
implementation strategy,
requirements
partnered)
leads
including the key business
meeting
Determine project scope
Executive sponsors and
processes to be
Identify business needs,
selection team
implemented, the business
need, concerns and
concerns and constraints
IT
constraints, team member's
Establish management
names, time frames, and
sponsorship(steering
assessment of the risks.
committee)
Set expectations
Assess the risks
JD Edwards World CIS Implementation Statement of Work, v.1, 10190 Page 5
IDEdwei0r& 0
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Task
Objectives
2. Develop and
Create proposed
present
implementation strategy
proposed
project
Create estimate for services
strategy
Obtain agreement on
document
proposed implementation
strategy
Section 3.3
Participants Deliverables
Project manager(s), Approved implementation
process owners, team strategy and plan document
leads Estimate for services
Executive sponsors and
selection team
IT Staff
Train
The objective of this step is to accurately identify and meet the customer's training needs.
Training prepares the customer's project team for the prototype and gives JDEdwards another
opportunity to identify project issues.
Proper training is the only way for the customer's project team to gain the necessary
understanding of the capabilities of the software. Understanding the software's rich
functionality allows the project team to better identify and establish accurate and realistic goals
and objectives during other activities including Business Process Analysis and Design, and
Prototype testing.
As a result of classroom training, instructors become aware of many of the customer's software
requirements, issues and expectations. Effective communication and de -briefing of the
instructor allows consultants to assist the customer to refine the scope of business process
analysis and prototype testing to optimize their results. Issues uncovered during training can
become an integral part of the project's success.
Planning and execution activities for training include:
• Develop and Communicate Training Plan
• Prepare Training Instructors
• Perform Training
• Debrief Instructors
• Plan Advanced Training .
JD Edwards World CIS Implementation Statement o1 Work, v.1, 10199 Page 6
0 a i
IDEdwAj
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Each of these activities builds on the prior activity to the completion of the Train step.
Task
Objectives
Participants
Deliverables
1. Develop
Determine software and
Project Managers
Approved Project Training
and
other training course
Project Team Leaders
Plan, including course
Communica
needs based on project
schedules, locations and
to Training
plan requirements
Prospective Instructors, if
participant names
Plan
Identify project team
available
Notification to participants of
members to attend each
their required attendance
training course
for specific courses, times
Specify schedule and
and dates
location of each course to
be conducted
2. Prepare
Brief training instructors
Project Managers
Fully briefed training
Training
regarding customer
Instructors
instructors prior to teaching
Instructors
needs, issues and
courses
— FOR
objectives
CUSTOM
ON -SITE
CLASSES
ONLY or
utilize Costa
Mesa
Facilities
3. Perform
Conduct training courses to
Project Managers and team
Fully trained project
Training
meet the Training Plan
leaders
managers, team leaders,
and schedule
Project team participants
and team members
Document issues identified
Detail Issue Log form for each
during training courses
issue identified, and
updated Project Issues
Master Checklist
Training materials to be used
by the client in training end
users
4. Debrief
Conduct course completion
Project Managers
Project Management updated
Instructors
interviews to capture
Instructors
for instructor known
and Project
instructor concerns and
information
Manager—
recommendations
FOR
CUSTOM
ON -SITE
CLASSES
ONLY or at
Costa Mesa
Facilities
5. Plan
Determine advanced training
Project Managers and team
Advanced training
Advanced
requirements to develop
leaders
requirements plan for future
Training
intemal "power" users
implementation
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 7
0 •
JDEdwtir&
'
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Section 3.4
Sections 3.4 and 3.5 of this scope of work involve analysis and design tasks related to (1)
defining Huntington Beach's precise data and functional requirements, and (2) determining how
to best utilize the JDEdwards system.
This work is critical to project success and focuses on analytical and "thinking" work. The
project will not proceed into production without proper modeling and configuration. All
participating parties will sign off on modeling and configuration steps. This combined set of
work is known as the "conference room pilot" (CRP) or alternatively as "prototyping".
JDEdwards is responsible for directing and facilitating a proper process and ensuring that a
viable platform is established prior to proceeding with the implementation.
Model
During the Model step the project team performs a set of tasks which:
• Analyzes the customer's current key business processes
• Designs (or revises) business processes planned to be implemented by users during
project Go Live activities
• Defines scenarios (test cases) and specific process scripts (business tasks & data)
which will fully test and evaluate the planned business processes
• Configures a model environment in which to Prototype business processes, based on
the specified scenarios and scripts
• Tests Prototype scenarios and scripts in the model environment
• Documents issues uncovered during Prototype testing which may impact business
processes or Go Live activities
• Tests technical sizing & system performance
• Identifies, analyzes and presents relevant business and design alternatives — both real
time in working sessions and with follow up as required
• Facilitates constructive discussion of options and makes appropriate recommendations
to ensure a successful client -wide implementation
Once the project team, under the leadership of J.D. Edwards has performed these tasks for a
process area within the Model step, the full scope of day-to-day operations for that process has
been evaluated.
The Model step results in the project team's recommendation, plus customer management's
acceptance of key business processes which best meet the customer's overall project
objectives. These business processes will be implemented during Go Live activities and will
effectively become the framework of users' day-to-day procedures.
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 8
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JDEdwir&'
Enterprise Software
Task
Objectives
1. Prepare for
Review project scope and
Analysis
customer issues documents
Workshops
Determine project team roles
Review key business process
listing and document
process scope and owner
Identify additional key
processes
Select and prepare
participants and schedule
workshops
Participants
Project Manager(s), team
leaders and team
members
Consultants
Documentation
Coordinator
Process Owners
Key Process Participants
STATEMENT OF WORK
City of Huntington Beach
Deliverables
List of current key business
processes, within project
scope, and their process
owners
For each process, develop:
Process overview
descriptions; tasks
performed; key process
participants in the process;
users to be interviewed
Roles of project team
members during process
analysis and improvement
workshops
JA Edwards World CIS Implementadon Statement of Work, v.1, 10199 Page 9
IDEdwZrds' 0
...............
Enterprise Software STATEMENT OF WORK
City of Huntington Beach
Task I Objectives
Participants
Deliverables
2.Conduct
Build a consensus amongst Project Manager(s), team
Customer requirements list
Process
CLIENTS end user leaders and team
"Gap" Analysis
Analysis and
communities (e.g., lines of members
Improvement
business) about how the Consultants
Sample outputs & reports with
Workshop(s)
system will be used in a
summary log and cross -
standardized production Documentation
reference to new system
environment Coordinator
reports for as is, new or
Ensure that JDEdwards Process Owners
revised processes
personnel understand the Key Process Participants
Completed Project Issues
CLIENTS business and
Forms and updated Project
system requirements
Issues Master Checklist for
Through interviews achieve
issues related to each
complete understanding of �
process
existing processes, issues
Signed off requirements and
and requirements
process listings
Gather existing inputs, data,
forms, activities, reports and
outputs
Document current business
processes flows, user roles,
and overall descriptions
Document customer needs
including data, functionality,
reporting including but not
limited to current and future
operating requirements
including numbering
schemes
Assess separate current
processes against needs
("GAP" analysis)
Identify areas for business
process improvements or
streamlining
Develop new or revised
process models with detail
content, user tasks, and
performance measurements
Begin to formulate Prototype
test scenarios, scripts and
test data
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 10
• i
JDEdw4Fw&'
Enterprise Software
Task I Objectives
3.Test
Business
Processes
and provide
Recommend-
ations for
change to
Management
STATEMENT OF WORK
City of Huntington Beach
Participants I Deliverables
Understanding of current, new I Project Managers, and
or revised business team leaders
processes
Understanding reports and
outputs produced by each
process
Understanding of issues
which may impact the
project; includes: business
process, Prototype,
implementation or project
scope and success issues
Initial review of system setup
recommendations
Finalize Business Processes
and report
Recommendations for
customer.
Key Customer Managers
Process Owners
Key Process Users
Documentation
Coordinator
Process analysis and
improvement workshop
summary report(s) and
recommendations to
management
Initial setup recommendations
for new system constants,
codes, master tables (files)
and customer -specific
vocabulary
Project Issues Master
Checklist noting business
process, Prototype,
implementation or project
scope and success issues
which may impact the
project
4. Obtain
Management review and
Project Managers, and
Post Prototype Review
Management
acceptance of business
team leaders
providing recommendations
Agreement
process
Key Customer Managers
with appropriate action
on
Recommend
Highlight of issues that may
Process Owners
plans for project team
alions
affect process, Prototype,
Management resolutions to
implementation or project
Process Customers
various issues and highlight
scope and success
Key Process Users
of issues still requiring
Make initial Prototype system
YP Y
i Documentation
resolution
setup recommendations
Coordinator
Acceptance of initial Prototype
system setup
recommendations
Management sign -off on Post
Prototype Review
Section 3.5
Configure
The Configure step includes a focus on system setup and includes the activities required to be
completed prior to Go Live production processing of the system, It is a focal point for
management and status reporting of numerous tasks including:
• Project issue evaluation and resolution action plans
• Technology environment and infrastructure tasks for enterprise rollout
• Technical solutions, custom applications, data conversions and interfaces
• Documentation development for procedures and end user training
• Complete setup of production and user test data environments
• End user training and full system testing using the new documentation
JD Edwards World CIS Implementation Statement of Work, v.1, 10/99 Page 17
JDEdv1Q-Ud-S-
Enterprise •
Software STATEMENT OF WORK
City of Huntington Beach
• Readiness Assessment by project management
• Customer sign -off and acknowledgement of readiness to go live
The need for strong, consistent project management is critical during each task in this step of
the project. Ensuring that all open issues are communicated, addressed and resolved requires
constant monitoring and evaluation.
Task
Objectives
Participants
Deliverables
1.Issue Review
Review each project issue in
Project Managers and
Project Issues Master
and Resolution
detail for complete
Team Leaders
Checklist and Detail Issue
understanding
Project Team Members
Logs updated for
Determine the resolution
resolution action plans,
action plan to be taken to
responsibility, schedule
clear each issue,
and costs
assigning responsibility,
Information to provide for
approximate due date and
additional tracking of open
estimated cost of action
issues to completion and
Reevaluate project scope
resolution
Documentation of revised
project scope, if required,
plus approval of any
project change orders
2. Technical
Develop high-level
Project Managers and
Separate high-level
solutions,
description, assign
Team Leaders
description for each issue
conversions
responsibility, approximate
Technical Solution Team
or subproject with its
and interfaces
timing, estimated resource
costs, schedule, benefits,
needs and costs for each
resources, responsibility,
technical issue's
and the issue it solves
resolution
Proposal for management
Develop a proposal for
presentation and approval
management review which
of technical issue
includes the information
resolutions
above with a cost estimate
and billing plan
JD Edwards World CIS Implementation Statement of Work, v.1, 10/99 Page 12
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IDEdwZrds'
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Task
Objectives
Participants
Dellverables
3. Documentation
Determine which issues
Project managers and
Management approval for
Development
require documentation
team leaders
documentation projects
development for resolution
Documentation support
Completed, verified and
Determine end user
team
approved documentation
procedures, training
Technical solution team
and training materials in
document needs, format
various media formats
requirements and
estimated cost of
development
Management approval for
documentation projects
Create, test and refine
required documentation
for final use and end user
training.
4. Complete
Complete setup of final
Project managers and
End User test environment
Setup of
production environment,
team leaders
ready for training,
Production and
including: master tables;
Project team members
integration testing, user
User Test
processing options;
and consultants
acceptance testing, and
Environments
automatic accounting
full system test
instructions; control tables;
Technical solution team
Production environment with
other relevant file and
entered and converted
system parameters and
data verified and ready for
flags; vocabulary changes;
live processing
menus; security; reporting
Converted table data from
legacy systems ready for
user tests and cut -over
Create end user test
environment from
production, prepared for
user training and final
testing
5. End User
Develop training plan,
Project managers and
Trained and competent end
Training and
schedule, instructors and
team leaders
users
System Testing
location for end users
Project team members
Validated user
Conduct end user training
and consultants
documentation
using documentation and
Technical solution team
Completed test plan
training materials
Develop user, system and
End Users
Validated integration test
integration test plans
Validated system test
Complete integration testing,
Completed user acceptance
user acceptance testing
test
and full system test
JD Edwards World CIS Implementation Statement of Work, v.1, 10/99 Page 13
• .
JDEdwii&'
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Task
Objectives
Participants
Deliverables
6. Readiness
Review and document
Project managers and
Provide Readiness
Assessment
project implementation
team leaders
Assessment document to
status to ensure that the
Consultants, if required
Project Manager
system is ready for
production
Develop action plan to
complete necessary steps
if system is not ready
7. Customer
Review unresolved issue
Project Managers
Sign -off from Customer
Sign -off &
status with customer
Customer Executive
Executive Sponsor and
Acknowledgem
management, discussing
Sponsor
Project Managers that
ent of
impact on live processing
system is ready for live
Readiness
Review plan to address less
production use
significant issues after go
live
Obtain acknowledgement
from customer
management that system
is ready for live processing
and outstanding issues
are acceptable
Section 3.6
Go -Live
The objective of this step is to begin using the systems in the day-to-day operations of the
customer's business. This requires that all the pieces be in place to ensure success and to
minimize the impact on the customer's business activities.
Go Live culminates the effort put into the implementation. Successful completion of this step
concludes the implementation project and:
• Project team members revert to their previous responsibilities
• Users take on the day-to-day processing of the system
• JDEdwards Customer Support assumes role for most day-to-day support
Going live is a process which makes sure all preparations are complete, end users begin to use
the new system and any new issues that arise are appropriately handled. The project team
closely supports end users at this time. At no other time is the customer more vulnerable then
when users begin operating the system for day-to-day activities. The process begins with live
data entry, continues with performance of daily and weekly processes, and ends when the
customer comfortably completes all processes in their business cycles.
JD Edwards World CIS Implementation Statement of Work, v.1, 10/99 Page 14
0
0
jDEdwiiTr&
b
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Task
Objectives
Participants
Deliverables
1.Prepare
Ensure that the production
Project Managers and
Clean environment and
Production
environment is complete
Team Leaders
reduced risk of errors, both
Environment
with no extraneous data
Project Team Members
data and technology
Ensure the end users,
Technical Solution Team
technology and support
environments are
complete and ready for
use
2. Conduct final
Process up-to-date
Project Managers and
Production data environment
conversion(s)
conversion to ensure
Team Leaders
ready for live processing
and conduct
beginning balances and
Project Team Members
cutover
open records are correct
Move production from old
Technical Solution Team
system to new JDEdwards
World CIS platform
Test and reconcile system to
ensure that system is
working and that balances
are correct
Fix data and functional
problems as they occur
3. Develop a
Develop a plan of action in
Project Managers and
Contingency plan to handle
contingency
case problems are
Team Leaders
problems when first going
plan
encountered
Technical Solution Team
live, and disaster recovery
4. Begin live
Begin running the business
Project Managers and
Live processing of daily and
processing
on new World CIS system
Team Leaders
periodic activities on new
Project Team Members
system
and consultants
Knowledgeable users initially
Technical Solution Team
monitored by project team
JDEdwards Support Line
Resolve new issues from live
End Users
processing
Initial use of JDEdwards
Support Line for issue
resolution
5. Evaluate and
Determine shortcomings and
Project Managers and
Project Evaluation form
close project
successes of the project for
Team Leaders
future improvement
Project Team Members
Project sign -off
Identify all open issues to be
and consultants
Release of team members and
resolved and develop action
Technical Solution Team
consultants to other
plans
responsibilities
Project closure,
acknowledge and release
project team
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 15
• r •
JDEdwirrds
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
Section 3.7
Refine
The objective of this step is self-explanatory. JDEdwards Idea to Action framework within our
software allows our clients to make changes to the technical or application layer of the software
in real time. This capability enables the project team to implement required functionality within
the timeframe required for the implementation and apply additional Business Process
modifications after go -live without re -engineering the software. This is a "value add" of the
JDEdwards product enables the system to remain the solution after the implementation and
gives the project team the ability to implement additional features and functionality as time and
resources are available.
Consulting activities are not planned for the Refine step at this time.
Section 4.1
Key Assumptions
This Statement of Work has been developed based on the following assumptions, changes to
which may increase price and/or affect project schedule.
1. Customer will have completed an Initial Scope & Requirements Meeting and a Project
Planning Meeting.
2. Decisions regarding CLIENT resources and availability will be reached during the Project
Planning Meeting will be reinforced during the implementation by the CLIENT and JDE.
3. It is JDEdwards World Solutions Company understanding that the CLIENT will have full-time
project management under the leadership of the City of Huntington Beach designated Project
Manager. The project management team will be responsible for:
• Review progress of implementation and assist with problems which delay progress
• Ensure that the vision, business plan, and processes are current and included in the
implementation
• Identify additional project team training needs
• Management of security plan including who controls set-up
• Issue documentation and resolution
• Prepare procedural manual format
• Maintenance of detailed technology implementation plan
• Maintenance of detailed application implementation plan
• Management of end user training
• Management of phased rollouts, if applicable
• Management of conversion process
• Communicate project status and implementation schedule to all the appropriate parties
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 16
• •
JDf.chwir&*
Enterprise Software STATEMENT OF WORK
City of Huntington Beach
Section 4.2
Project Risks
Every project inherently includes several types of risk, including: technology risk, personnel risk,
schedule risk, budget risk; risk of provided Solutions not being accepted by users, and many
others. We, JDEdwards World Solutions Company and CLIENT will continuously look to identify
any potential risks, identify and select options to reduce or eliminate the risk and then implement
the Solutions. The joint project management function is based largely on managing these risks by:
• Establishing a skilled and experienced project team.
• Bringing technical software and hardware skills into the project team.
• Enlisting the support of top management for resource commitments to the project.
• Involving the user community and its representatives in all aspects of the project.
• Documenting status information and open issues on a timely basis, and working to resolve
those issues quickly.
During ongoing project management JDEdwards will work with CLIENTS project management
team to manage the project via a continuous risk assessment process. Risk assessment,
therefore, will be used as one of the lead tools to identify, focus on, and correct project
deficiencies.
Section 5.2
JDEdwards Project Team Staff
We have discussed at length that JDEdwards World Solutions Company consultants will jointly lead
the implementation in addition to providing you with the assistance you need to complete your
project. JDEdwards Consulting will lead efforts and provide direction and coaching with your
personnel conducting all of the activities (system setup, entry of test data, report writing, evaluation
of defined process, documentation of prototype test, writing of procedure manuals, final systems
testing, setup of applications in the production environment, end user training, and end user go live
assistance. The consultants will provide a point sheet that documents their time to the project
manager for their approval and signature.
The planned JDEdwards World Solution Company staffing of this project is as follows:
Client Services Manager
Client Manager
Industry Specialist
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 17
• .
JDEdwiiidS
Enterprise 4oftwarc STATEMENT OF WORK
City of Huntington Beach
Section 5.3
CLIENT Responsibilities
1. CLIENT will provide access to database administrators, application leads, system
administrators and project management as necessary to facilitate hardware set-up and
configuration, environment set-up, and all application implementation steps referred to in
Section 3.1 — 3.6 of the Statement of Work.
2. CLIENT will provide appropriate hardware and operating system for the World CIS product.
3. CLIENT will provide full-time project management services as defined in Section 4.1.3 of
the Statement of Work.
4. CLIENT will provide sufficient resources to assure that the project set-up, completion and
testing can be done within the project time frame.
5. CLIENT will provide personnel to complete the writing of detail procedures for use by end
users.
6. CLIENT will provide sufficient commitment of personnel to assist the performance any
manual or programmatic data conversions required.
7. CLIENT will provide sample data to execute both the prototype and integrated acceptance
tests.
B. CLIENT will provide on -site facilities for all JDEdwards project team members which will
include:
a. Work area
b. Telephone access
C. Analog phone line access
d. System security and access Ids
e. Access to facilities
f. Fax, copying and printing capabilities
9. CLIENT will coordinate efforts with all client staff as required.
JD Edwards World CIS Implementation Statement of Work, v.1, 10199 Page 18
0 0
DEAdwWRE %adi-ep
Enterprise Software STATEMENT OF WORK
City of Huntington Beach
Section 6.1
Period of Performance
The contemplated period of performance for this effort is October 1, 2001 through April 30,
2002.
JDEdwards staff will be ready to begin providing implementation resources within two weeks of
mutual execution of this written Statement of Work and the Software License and Maintenance
Agreement by both parties. In the event JDEdwards determines that the effort as set forth
herein, exclusive of the period of acceptance as set forth herein, will not be completed by April
30, 2002, JDEdwards shall notify CLIENT of such promptly upon such determination. Such
notice shall also include JDEdwards revised estimated completion date.
JDEdwards Client Manager will initiate the project by traveling on -site to work with CLIENT to
begin developing the Detailed Project Plan and discuss the delivery of services.
Section 7.1
Pricinc Assumptions
JDEdwards project price includes all of the JDEdwards resources to be provided for the scope
of services defined in this Statement of Work.
This Statement of Work is supplementary to, but does not replace your Software License and
Maintenance Agreement with our company, signed by you and dated October 4, 1999. Please
refer to this Agreement for discussions on billing issues.
JDEdwards estimate implementation services, including installation, training, travel and related
expenses through the Go -Live will cost $257,650.00. JDEdwards will fixed all billable rates
equal to a blended rate of 168.00 per hour throughout the duration of this project which is from
October 1, 2001 through April 30, 2002.
JD Edwards World CIS Implementation Statement of Work M, 10MO Page 19
JDEdwii&• •
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
The following is a breakdown of the estimate according to the application implementation steps
referred to in Section 3.1 through 3.6.
Component
Application Consulting for the following steps: (see Section 3.1 - 3.6)
Define
Model
Configure
Go -Live
Project Administration
Travel & Related Expenses
Sub -Total for Application Consulting
Conversions & Interfaces:
• Load existing customer data in OneWorld address book and provide
interface and update in batch mode for loads, replaces, and closings.
• Interface with accounts payable, accounts receivable, and general
ledger for utility payments, utility billings, and refund checks.
• Utility payments and utility billings should post to the general ledger as
summary amounts.
• World UCIS interface with cashiering software to post utility payments
between the World UCIS customer database and OneWorld financials
database.
• World UCIS link to OneWorld work order.
Project Team Training
Grand Total for Software Implementation
Estimate
11,760
50,400
16,800
4,200
67,200
25,000
174,850
39,290
43,000
257,650
These estimates are based upon our knowledge of the software and your project team's
knowledge of your company's business environment. Many factors can account for changes in
the time and cost of installing JDEdwards software systems, which could lengthen or shorten
the project duration and, therefore, have an impact on original estimates for J. D. Edwards
consulting services. These factors can include changes in the information needs, inaccurate
descriptions of existing data, suspect data or incorrect level of detail and others.
After the modeling step is complete in the first phase of the implementation, there will probably
be changes in the level of our participation, up or down. For the entire project, when the
modeling step is complete in each phase, we will meet with you and the project team to discuss
any proposed changes before proceeding.
JDEdwards recommends as part of the implementation and installation of the Licensed
Products, that the CLIENT operates the Licensed Products in parallel with the CLIENT'S
JD Edwards World CIS Implementation Statement of Work, v.1, 10M Page 20
0
w 0
JDEdWir&
Enterprise Software
STATEMENT OF WORK
City of Huntington Beach
existing computer software system until J.D. Edwards and CLIENT have satisfactorily
completed the implementation.
Section 8.1
JDEdwards World Solutions Company Service Philosoghy
In all of our customer service activities, it is our desire to help each client become as independent
and self-sufficient as possible. After the initial implementation of the software, we prefer to be
available, rather than actively involved, while you retain the skills to maintain and enhance your
company's investment. During the installation of JDEdwards World Solutions Company software,
we encourage our clients to use our services in the following priorities:
1. Training
2. On -site consulting
3. Response Line
4. Custom Modification
Section 9.1
Chances and Additional Work
No modification or change to this Statement of Work will be binding on either party unless
acknowledged in writing by their duly authorized representatives.
Huntington Beach may, at any time, request that the JDEdwards perform additional work
beyond the scope of the Project work, hereinafter referred to as a "Change Order".
Compensation for each such Change Order will be negotiated by Huntington Beach and
JDEdwards consistent with the compensation provisions set forth herein and, if so authorized,
shall be considered part of the Project work. JDEdwards shall not perform any additional work
defined within a Change Order until the Change Order is approved by Huntington Beach in
writing. R
For:
For: CUSTOMER
Peter Green
Mayor
JD Edwards World CIS implementation Statement of Work, v.1, 10/09 Page 21
t •
JDEdwards STATEMENT OF WORK
Enterprise Software City of Huntington Beach
REVIEWED AND APPROVED: ATTEST:
►1 4
City Ad nistrator City Clerk
APPROVED AS TO FORM:
ity Attorney
INITIATED AND APPROVED:
Fire Chief
JD Edwards World CIS Implementation Statement of Work, v.1,10/99
Page 22
}
CERTIFICATE OF INCUMBENCY
I, Richard G. Snow, Jr., do hereby certify that I am the Vice President, General Counsel
and Secretary of J.D. Edwards World Solutions Company (the "Corporation"), a
Colorado corporation, and that the following named individual having been duly elected,
duly qualified as, and at all times since January 1, 1999 (to and including the date
hereof, has been an officer of the Corporation, holding the respective office set opposite
his name, and the signature below set opposite his name Ls Oi; genuing signatA.
Allen Winder Vice President, General
Manager
IN WITNESS WHEREOF, I have hereunto set my hand tbis3D day of September,
1999.
(SEAS) Richar G. now, Jr.
Vice President, General Cou sel and
Secretary
J.D. Edwards World Solutions
Company
SECRETARY'S CERTIFICATE
I, Richard G. Snow, Jr., hereby certify that I am the Secretary of J.D. Edwards
World Solutions Company (the "Corporation"), a corporation organized under the laws
of the State of Colorado, that the following is a true, complete and correct copy of the
resolution adopted by the Board of Directors of the Corporation at a meeting thereof
duly called and held on August 6, 1997, at which a quorum was present and acting
throughout,.which resolution has not been revoked, modified, amended or rescinded;
and I further certify that said resolution is now in full force and effect:
RESOLVED, that the Chairman, the President, the Chief Executive Officer, the
Chief Financial Officer and any Vice Presidents be and they hereby are
authorized to sign and deliver any agreement in the name of this corporation and
to otherwise obligate this corporation in any respect relating to matters of the
business of this corporation, within general guidelines and budgets approved by
this Board of Directors from time to time; provided, however, that this Board may
adopt from time to time specific limitations on the authority of the officers.
IN WITNESS WHEREOF, I have set my hand and seal this .30 day of
September, 1999.
(SEAL)
Richard G. Snow, Jr.
Secretary
•
INSURANCE
ACORDn CRTIIC QF I�IABIIIY
I11hSU
DATE (MmrDDnv)
..........................:.......::::::.::.:.....:.:.:::.::::.:.:.::..:::...:................:.:..:..........
5/01/00
PROpuCER U_N
THIS CERTIFICATE IS ISSUED AS
A MATTER OF INFORMATION
C1_ vn�`�..
Marsh USA Inc. !_ '1
ONLY
AND CONFERS NO RIGHTS
UPON THE CERTIFICATE
17th Street Plaza t4Q_ )D .16
HOLDER.
THIS CERTIFICATE DOES
NOT AMEND, EXTEND OR
1225 17th St., Suite 2100
ALTER
THE COVERAGE AFFORDED
8Y THE POLICIES BELOW.
'Denver, CO 80202-5534
I
COMPANIES AFFORDING COVERAGE
- Q
COMPANY
JEFFREY PARENT ' 303-308-4500
A ST.
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JD EDWARDS WORLD SOURCE CO:
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ICOMPANY
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
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CD
LTR
j POLICY EFFECTIVE POLICY EXPIRATION
TYPE OF INSURANCE POLICY NUMBER .- RATE (MM:DDIYY) DATE fMMlDDlYY) LIMITS
A
GENERAL LIABILITY TE09101373 5101100
5101101 GENERAL AGGREGATE '# 2,000.000
X COMMERCIAL GENERAL LABILITY
PRODUCTS - COMPrOP AGG # 2.000.000
CLAIMS MADE OCCUR
PERSONAL & ADV INJURY # 1,000.000
OWNER'S d CONTRACTOR'S PROT
EACH OCCURRENCE # 1,000,000
•
FIRE DAMAGE (Any one fire)
MED EXP (Anyone pereanl
# 10, DDD
AUTOMOBILE LIABILITY
100
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COMBINED SINGLE LIMIT
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EL DISEASE - EA EMPLOYEE # 500,000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESISPEC)AL ITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS).
WAIVER OF SUBROGATION IS INCLUDED FOR GENERAL LIABILITY AND WORKERS' COMPENSATION. CITY OF HUNTINGTON BEACH, ITS
AGENTS. OFFICERS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS UNDER THE COWERCIAL GENERAL LIABILITY COVERAGE PART. JD EDWARDS
GENERAL LIABILITY INSURANCE SHALL BE PRIMARY ONLY AS RESPECTS TO NEGLIGENT ACTS OF JD EDWARDS.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF HUNTINGTON BEACH EXPIRATION DATE THEREOF, THE ISSUING COMPANY- WILL 7H=X=X MAIL
ATTN- Michael P. DOLDER 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
HOOD MAIN ST X�QlC@��G3E�C7DKOC�GQQK[][t]8DL]O�FC]QK�$3fr]6K}L�Ed�:
HUNTINGTON BEACH. CA 92648
(* 10 DAYS FOR NON-PAYMENT) CERTIFICATE NO. 02D901-00416
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1000 MAY - I A 10: 28
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PRODUCER
THIS
CERTIFICATE IS ISSUED AS
A MATTER OF INFORMATION
Marsh USA Inc.
ONLY
AND CONFERS NO RIGHTS
UPON THE CERTIFICATE
17th Street
Street Plaza
HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED
BY THE POLICIES BELOW.
1225 St.. Suite 2100
Denver. CO 80202-5534
COMPANIES AFFORDING COVERAGE
COMPANY
303-308-4500
A ST.
PAUL MERCURY INS CO
INSURED
COMPANY
J.D. EDWARDS & COMPANY, J.D.
B ST.
PAUL FIRE & MAR INS CO
Edwards World Solutions. J.D.
Edwards World Source Canpany
COMPANY
C
7601 Technology Way
(COMPANY
Denver, CO 80237
D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
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TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MMIDDNY)
POLICY EXPIRATION
DATE (MMIDDNY)
LIMITS
A
GENERAL
LIABILITY
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5101199
5101100
GENERAL AGGREGATE a 2.000.000
COMMERCIAL GENERAL
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PRODUCTS - COMPIOPAGG 1� 2,000,000
�LIABILITY
CLAIMS MADE I ' (OCCUR
PERSONAL & ADV INJURY ,� 1,000,000
OWNER'S & CONTRACTOR'S PROT
EACH OCCURRENCE i0 1000 000
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FIRE DAMAGE (Any one final:
MED EXP (Any one person) ' 10 000
A I AUTOMOBILE
X
LIABILITY
ANY AUTO
TE09402421
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5101199
5101100
COMBINED SINGLE LIMIT
1.000.000
BODILY INJURY9
(Per Person)
ALL OWNED AUTOS
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WORKER'S COMPENSATION AND
WVA9401538 9101199 9101/00 WCRY LIMITS ER ER
TO -
EMPLOYERS' LIABILITY
EL EACH ACCIDENT 6 100,000
THE PROPRIETOR! INCL.
EL DISEASE - POLICY LIMIT $ 100,000
PARTNERWEXECUTIVE
OFFICERS ARE: EXCL
EL ❑'SEASE - EA EMPLOYEE $ 100.000
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS).
WAIVER OF SUBROGATION IS INCLUDED FOR GENERAL LIABILITY AND kDRKERS' COMPENSATION. FOR THIS CONTRACT ONLY. POLICY NAMES CUSTOMER.
ITS AGENTS. ITS OFFICERS. EMPLOYEES AND VOLUNTEERS AS ADDITIONAL INSUREDS AND J.D. EDWARDS GENERAL LIABILITY INSURANCE SHALL BE
PRIMARY ONLY AS RESPECTS TO NEGLIGENT ACTS OF J.D. EDWARDS.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF HUNTINGTON BEACH EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL )N=}[ MAIL
ATTN: COLLEEN KEITH 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
NUNTINGTON BEACH, CA 92648
N
(* 10 DAYS FOR NON-PAYMENT) CERTIFICATE NO. 0220001-00416