HomeMy WebLinkAbout931089.tiff RESOLUTION
RE: APPROVE ONSITE SERVICES AGREEMENT WITH SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION AND AUTHORIZE CHAIRMAN TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Onsite Services Agreement
between County of Weld, State of Colorado, and SCT Software & Resource Management
Corporation, commencing October 25, 1993, and ending December 31, 2003, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said
agreement, a copy of which is attached hereto and incorporated herein by
reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Onsite Services Agreement between County of Weld,
State of Colorado, and SCT Software & Resource Management Corporation be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is,
authorized to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 25th day of October, A.D. , 1993.
f/ BOARD OF COUNTY COMMISSIONERS
ATTEST: "�`� ,�,` „F„l/7,a;7 WELD COUNTY, COLORADO
(11
Weld County Clerk to the Board
�, rn Constance L. Harbert, Chairman
BY: ���� x_ ��/ !c C GLv �� 1 /1/(,),?4, L�
Deputy C rk to the Board W. H. Webster, Pro� em
�6
APPROVED AS TO FORM: cr �,
orge Baxter
Count Attorney e K. Hall
EXCUSED DATE OF SIGNING (AYE)
Barbara J. Kirkmeyer
931089
e li SCT
November 3, 1993
Mr. Donald Warden
Director of Finance and Administration
County of Weld
915 10th Street
Greeley, Colorado 80631
Re: OnSite Services Agreement
Dear Mr. Warden:
I enclose herewith one (1) fully executed original of the above
referenced agreement for the County's records. SCT has retained one original
of the agreement for our files.
If you should have any questions, please do not hesitate to call me at
(215) 640-5262.
Very ruly yours,
?7,141X---/
Gay rown
Co ract Administrator
Enclosure
Systems&Computer Technology Corp.
4 Country View Road,Malvern,PA 19355
215/647-5930 5 C10S p(�
ONSITE SERVICES AGREEMENT
INTRODUCTION
THIS AGREEMENT is entered into on October25 , 1993, by and between the
County of Weld, State of Colorado, by and through the Board of County Commissioners
of Weld County, Colorado ("Client") and SCT Software & Resource Management
Corporation, a Delaware corporation ("SCT").
BACKGROUND
SCT is in the business of providing computing services to the government market.
SCT and Client desire to enter into this Agreement pursuant to which SCT will plan,
manage and operate Client's administrative systems environments all in accordance with the
terms and conditions of this Agreement and as more fully set forth in the Scope of OnSite
Services described in Exhibit A.
Accordingly, the parties agree as follows:
TERMS AND CONDITIONS
,SECTION 1. DEFINITIONS. The following definitions shall apply to the terms used in
this Agreement:
Accelerated Deferral Amount. The term "Accelerated Deferral Amount" means the
applicable amount payable to SCT as set forth in Exhibit D to this Agreement, in
accordance with the provisions of Section 13.3 of this Agreement, upon the termination of
this Agreement.
Agreement. The term "Agreement" means this OnSite Services Agreement.
Application Software. The term "Application Software" means the application
computer programs, manuals, documentation and other related materials contained in the
Systems, except that the Application Software does not include the Systems Software.
AWP. The term "AWP" means the Annual Work Plans described in Exhibit A to
be developed hereunder by SCT for the Client.
Cause. The term "Cause" means termination of an employee's employment by or
for any one of the following: (a) an employee's voluntary resignation from employment;
(b) the death or disability of an employee; (c) the willful and continued failure by an
employee substantially to perform his or her duties and obligations of employment; or (d)
the willful misconduct of the employee.
Client Contract Administrator. The term "Client Contract Administrator" means that
person, or his or her replacement, designated by Client under Section 4.2 of this
Agreement.
Confidential Information. The term "Confidential Information" means all
Application Software and Systems Software which is licensed or otherwise provided to a
party with notice of its confidential nature or restrictions as to its use as opposed to
software considered in the public domain, all business, financial, statistical, personnel and
technical data in tangible and/or intangible form which is clearly and conspicuously marked
"CONFIDENTIAL," and any information which is defined as confidential by law,
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expressly deemed confidential in this Agreement, or provided or disclosed, by one party to
the other, with notice of its confidential nature, all subject to and as may be limited by or
otherwise provided for under applicable Colorado law.
CSMP. The term "CSMP" means the Computer Services Master Plan described in
Exhibit A to be developed hereunder by SCT for the Client.
Effective Date The term "Effective Date" means October 25, 1993.
Hardware. The term "Hardware" means any and all computers, disk drives, tape
drives, terminals, printers, and other computer hardware and related equipment.
Intellectual Property Rights. The term "Intellectual Property Rights" means all
patents, patent rights,copyrights, copyright registrations, trade secrets, trademarks, service
marks, trademark and service mark registrations, goodwill pertaining to trademarks and
service marks, and Confidential Information.
IWP. The term "IWP" means the Initial Work Plan described in Exhibit A to be
developed hereunder by SCT for the Client.
Location. The term "Location" means Client's data processing facility located in
Weld County, Colorado.
OnSite Services. The term "OnSite Services" means the services described in
Exhibit A to be provided to Client by SCT under this Agreement.
Operational Responsibility. The term "Operational Responsibility" means
management, technical, troubleshooting, backup and other services to operate the
applicable Hardware, Systems Software, and Application Software.
Prime Rate. The term "Prime Rate" means interest at a fluctuating rate per annum
which at all times shall be the lowest rate of interest generally charged from time to time
(determined as of the first business day of each week, which rate shall remain in effect until
the first business day of the immediately succeeding week) by Mellon Bank, N.A.,
Philadelphia, Pennsylvania as its so-called "prime rate."
SCT Director The term "SCT Director" means the SCT employee, or his or her
replacement, designated by SCT under Section 4.1 of this Agreement.
Service Enhancement Request. The term "Service Enhancement Request" means a
request by Client pursuant to Section 12 that SCT provide Supplemental Services.
STIP., The term "STIP" means the Short Term Improvement Plan described in
Exhibit A to be developed hereunder by SCT for the Client.
Supplemental Services. The term "Supplemental Services" means those additional
and separately billable services which are beyond the scope of services defined by this
Agreement and which SCT may otherwise provide at the written request of Client.
Systems. The term "Systems" means the Hardware, Systems Software, and
Application Software, operating together as a system.
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Systems Software The term "Systems Software" means the operating systems,
database management, fourth generation computer language facilities, tools, and other
systems software and related documentation contained in the Systems.
Transition Period. The term "Transition Period" means the sixty (60) day period
following the Effective Date,inclusive.
Transitional Employees. The term "Transitional Employees" means those people
who, as of the Effective Date, were employees of the Client in Client's Information
Services Department, and who accept an offer of employment with SCT as provided for in
Section 4.5 of this Agreement.
Without Cause. The term "Without Cause" means any termination of employment
with SCT other than for Cause.
SECTION 2. SERVICES.
2.1 Included Services. In consideration of the full payment by Client to SCT of the
amounts due under this Agreement, SCT agrees that it will furnish the Client with the
specific OnSite Services described in Exhibit A in connection with the Hardware, Systems
Software, and Application Software specifically listed in Exhibit B. These OnSite
Services, as described in this Agreement and Exhibit A, are the basis for the financial terms
set forth in Section 6 of this Agreement. This Agreement specifically excludes any
responsibility for providing any services other than those services specifically set forth in
Exhibit A in connection with the Hardware, Systems Software, and Application Software
specifically listed in Exhibit B. The Operational Responsibility for any Hardware, Systems
Software, and/or Application Software in addition to that listed in Exhibit B (excepting
specifically that SCT will assume Operational Responsibility for the replacement Hardware
and Systems Software described in Section 3.8 of this Agreement as part of the OnSite
Services, and not as Supplemental Services if the costs therefor can he accommodated
under the amounts payable to SCT under Exhibit C. Conversely, if the costs therefor were
less than the amounts budgeted by SCT therefor, then SCT would credit such reduced
amount against the amounts payable to SCT under Exhibit C) will be added at Client's
request at a later date, subject to availability of SCT personnel and expertise, pursuant to an
approved Service Enhancement Request (See Section 12).
The parties agree that Client shall be responsible for all costs associated with Client data
processing incurred through October 31, 1993, inclusive. SCT shall assume the
responsibility for all such costs incurred on or after November 1, 1993. In reviewing
Client's financial records regarding costs for data processing, SCT has assumed that Client
incurred data processing costs ratably over the course of a year. As soon as reasonably
practicable, the parties will reconcile the costs incurred for Client data processing through
October 31, 1993, and the parties shall adjust the costs between themselves accordingly.
Additionally, Client is advised that SCT has assumed that SCT's costs for Client data
processing for November 1993 and December 1993 will approximate one-sixth (1/6) of the
total amount of Client's fiscal 1994 data processing budget. To the extent that SCT's actual
costs for Client data processing for November 1993 and December 1993 materially exceed
one-sixth (1/6) of the total amount of Client's fiscal 1994 data processing budget, Client, as
part of the aforesaid reconciliation, shall, inter alia, reimburse SCT for such amount.
2.2 Supplemental Services. SCT may provide Supplemental Services, subject to
the availability and expertise of SCT personnel, at such additional cost for such
Supplemental Services as agreed to by both parties. Any Supplemental Services shall be
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provided in accordance with all terms and conditions of this Agreement and shall be
pursuant to an approved Service Enhancement Request (see Section 12).
SECTION '3. CERTAIN CLIENT OBLIGATIONS.
3.1 Location of Systems. Client shall not remove all or any part of the Systems for
which SCT has Operational Responsibility under this Agreement from their location on or
after the Effective Date without first obtaining SCT's prior written consent. Neither Client
nor SCT shall remove any markings appearing on any Hardware, Application Software, or
Systems Software signifying ownership thereof. Notwithstanding the foregoing, Client
may relocate its existing data center to a different facility at Client's sole cost and expense.
In addition to all other amounts payable under this Agreement, Client shall reimburse SCT
for all costs reasonably and actually incurred by SCT as a result of such relocation,
including relocation and termination costs in connection with personnel providing services
under this Agreement.
3.2 Access. Client agrees to permit SCT's authorized personnel, and third parties
as may be authorized by both Client and SCT, access to the Systems for which SCT has
Operational Responsibility under this Agreement, and information, data, data
communication services, and communication lines, at such times and for such purposes as
reasonably necessary or appropriate to permit SCT to perform its obligations hereunder.
3.3 Operation of Systems. In order to permit SCT to perform its obligations
hereunder, neither Client personnel nor any party other than SCT shall operate the Systems
for which SCT has Operational Responsibility under this Agreement, either on site or
remotely, except upon the prior written agreement of SCT. SCT personnel shall comply
with the rules of the Client with respect to access to the Client's offices and records.
3.4 Availability of Client Personnel. Upon SCT's reasonable request, Client agrees
to make its personnel, including appropriate professional personnel, administrative
personnel and other employees, reasonably available for consultation at mutually
convenient times in order to assist SCT to perform its OnSite Services obligations under
this Agreement.
3.5 Facilities and Services to be Provided by Client. During the term of this
Agreement, the Client shall provide to SCT, at no cost to SCT except as otherwise
expressly specified in this Agreement, the following in order to permit SCT to perform its
obligations hereunder:
(a) Appropriate floor and office space and modifications to space and
facilities for the Systems for which SCT has Operational Responsibility under this
Agreement and all personnel providing services hereunder as reasonably requested by
SCT.
(b) Leasehold improvements, such as electrical conduit, air conditioning and
power which SCT may reasonably request in order to house any of the Systems for which
SCT has Operational Responsibility under this Agreement, or to perform any of the
services under this Agreement.
(c) Utilities, including special power and air conditioning reasonably
required for operation of the Systems for which SCT has Operational Responsibility under
this Agreement. This includes continuous electrical power and environmental conditioning
capacity (including without limitation a back-up power supply) to meet vendor
specifications for operation of computing equipment and storage of computer supplies.
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(d) General office equipment, such as desks, chairs, typewriters, files and
supplies reasonably requested by SCT to accommodate SCT personnel or perform the
services SCT is required to perform hereunder.
(e) Security and janitorial support for the Client's data processing facilities.
(f) Reproduction capability for reports and documentation to be provided by
SCT to the Client under this Agreement.
(g) Fire protection equipment to protect against the destruction of the
Systems and computer data stored on-site.
(h) Storage in a building not necessarily attached to the Client's data
processing facilities for historical files and back up materials with which to rebuild data and
systems files in the event working files are destroyed because of natural disaster, fire, riots
or other causes. The Client shall make reasonable efforts to provide a vault area adequate
to protect tapes, disks, and other working computer files from the hazards of fire,
hurricanes, earthquakes, and other natural disasters for a reasonable time period, as well as
from theft.
(i) On-site storage for expendable computer supplies to provide a working
level of such supplies on hand at all times. On and off-site storage and delivery service to
facilitate bulk purchasing, with immediate access to at least five (5) days of supply and
two-three (2-3) day access to at least a thirty (30) day supply.
(j) Parking spaces at the same cost and to the same extent parking is
available to the Client's employees performing similar functions.
As of the Effective Date, Client did not have an agreement or other understanding in place
with any third party pursuant to which agreement or other understanding Client could
obtain access to a data processing disaster recovery site. Client further acknowledges that
SCT is not undertaking any obligation under this Agreement to so arrange for or to
otherwise provide Client with any such access to a data processing disaster recovery site,
and SCT recommends that Client so obtain such access to a data processing disaster
recovery site.
3.6 client Users. Client shall be responsible for and inform SCT in writing of the
users authorized to access any of the Systems for which SCT has Operational
Responsibility under this Agreement, describing specifically the rights and types of access
each user is granted, and SCT shall allow such access only as so authorized by Client.
Client shall not change such rights or types of access without first informing SCT in
writing of such change. SCT shall not be responsible for any program malfunction or
breach of security caused by any use of such Systems by anyone other than SCT, whether
or not such user has the right to access the Systems.
3.7 Physical Support. Any changes in physical support provided by the Client
(e.g., planned water or power outages and repair work) shall be promptly brought to
SCT's attention to allow SCT to evaluate the impact on computer center operations and,
where possible, to take action to minimize the effect on such operations.
3.8 New Systems. The parties recognize that during the term of this Agreement, it
may be desirable for Client to acquire other Hardware, Systems Software, and Application
Software in addition to or in replacement of that listed in Exhibit B. SCT and Client
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acknowledge and agree that the acquisition of such different Hardware, Systems Software,
and Application Software may result in increased expenses and the need or desire for
additional services. SCT shall not be responsible for any additional services or increased
expenses resulting therefrom unless an approved Service Enhancement Request is executed
by the parties pursuant to which SCT shall provide the Supplemental Services specified in
the approved Service Enhancement Request.
SECTION 4. PERSONNEL
4.1 SCT Director SCT will designate an SCT Director who will be responsible for
coordinating SCT's efforts hereunder and for communicating with the Client Contract
Administrator with regard to the proper execution of this Agreement and SCI's obligations
and duties hereunder. SCT may make a change in such position at any time. Client shall
have the right to request the removal of the SCT Director if Client reasonably considers the
SCT Director to be unacceptable. If, after consultation with SCT, Client so requests in
writing that SCT effectuate a change in the SCT Director position, describing in detail the
reason for Client's decision, SCT shall, within a reasonable period of time after receipt of
such written notice, replace the existing SCT Director with another person reasonably
satisfactory to Client. If SCT so replaces the SCT Director at Client's request, in addition
to all other amounts payable by Client under this Agreement, Client shall reimburse SCT
for the actual and reasonable costs incurred by SCT to relocate the new SCT Director to
Client's site.
4.2 Client Contract Administrator. Client will designate a Client Contract
Administrator who will be responsible for communicating with the SCT Director with
regard to the proper execution of this Agreement and the obligations and duties hereunder.
Client may make a change in such position at any time after it first notifies SCT. SCT may
present observations to Client which shall he considered by Client in the determination of
the suitability of the Client Contract Administrator for continued responsibility in this
position.
4.3 Other Services SCT personnel may occasionally perform services for Client at
other locations or for others at the Location so long as there is no material adverse impact
on SCT's performance of the OnSite Services to he provided by SCT under this
Agreement.
4.4 Non-Hiring of Employees. Except as specifically provided in this Agreement,
during the term of this Agreement and any extension hereof, neither party, nor any related
or affiliated organization over which a party has control, shall offer to hire, hire or in any
way employ or compensate any employee of, or persons who have been employed during
any term hereof by, the other party without the prior written consent of the other party.
Notwithstanding the foregoing, the following exceptions shall apply:
(a)If this Agreement is rightfully terminated by Client pursuant to Sections
13.1(a), 13(c) (but only if such termination for insufficient funding would have been partial
in nature but SCT elected to terminate the Agreement, rather than reduce the scope of
OnSite Services that it would thereafter provide in such instance, and then, Client may only
hire such SCT employees as would otherwise have remained SCT employees providing
OnSite Services to Client under such partial funding/limited OnSite Services arrangement)
or 13.1(d) hereof, Client may hire or employ SCT employees who were Transitional
Employees and who are at the time of termination were permanently assigned to Client's
site; and
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(b) Either SCT or the Client may hire or solicit for hiring any employee who
is no longer employed by the other and whose employment with the other had ended for a
period of six (6) months or more prior to the date of the offer of employment by such other
party; and
(c) Either party may immediately hire or solicit for hiring any former
employee of the other if such other party involuntarily terminated such former employee's
employment with the other party for any reason other than for avoiding the six (6) month
"no hiring" period described in Section 4.4(b) above.
4.5 Use of Client Personnel, Client and SCT have agreed that SCT will be
extending offers of employment to all persons who, as of the Effective Date, were
employees of Client in Client's Information Services Department. In this connection:
(a) Client shall make available to SCT all the employees in Client's
Information Services Department for employment by SCT, and SCT will extend offers of
employment with SCT to all such persons. SCT reserves the right to terminate Transitional
Employees during the Transition Period. Notwithstanding the above, if such Transitional
Employee is terminated Without Cause, SCT agrees to pay such terminated Transitional
Employee through the end of the Transition Period.
(b) Client agrees to indemnify, defend and hold SCT harmless from,
against and in respect of any and all damages, losses, deficiencies, liabilities, costs and
expenses (including attorneys' fees and expenses) resulting from, relating to or arising out
of any claim by any Transitional Employee against SCT based on promises which Client
made to such Transitional Employee prior to the date that such Transitional Employee
became an employee of SCT, or facts or allegations involving such Transitional Employee
which occurred prior to the date that such Transitional Employee became an employee of
SCT. SCT agrees to indemnify, defend and hold Client harmless from, against and in
respect of any and all damages, losses, deficiencies, liabilities, costs and expenses
(including attorneys' fees and expenses) resulting from, relating to or arising out of any
claim by any Transitional Employee against Client based on promises which SCT made to
such Transitional Employee prior to the date that such Transitional Employee became an
employee of SCT, or facts or allegations involving such Transitional Employee which
occurred after the date that such Transitional Employee became an employee of SCT.
(c) Each employee in Client's Information Services Department shall have
until the fifth (5th)calendar day after the Effective Date to accept employment with SCT(as
such period applies to each such person, such period is referred to as the "Interim Period").
During the Interim Period, such personnel shall remain employees of Client, subject,
however, to the management and supervision of SCT, until accepting employment with
SCT, when such personnel shall transition to SCT and become Transitional Employees.
Client agrees to use reasonable efforts to ensure that, during the Interim Period, such
personnel comply with SCT's personnel and other policies and procedures, and agrees that
notwithstanding that such personnel will remain on Client's payroll during the Interim
Period, SCT shall have sole management control over such personnel, including without
limitation the sole right to conduct performance reviews, adjust salary and other
compensation, and promote and terminate the employment of such personnel for Cause.
During the Interim Period, such personnel shall not have any rights as employees of Client
other than for health, pension and related benefits, and such personnel shall not be entitled
to any SCT benefits until such time as such personnel transition to the employment of SCT.
(d) Client shall provide to SCT an accounting of vacation, sick, and
personal days, or other similar benefits, accrued as of the Effective Date for all Transitional
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Employees, and Client shall be responsible for any liability to any Transitional Employee in
connection with any and all such benefits accrued by each such Transitional Employee up
to the date of his/her separation of employment with Client, including without limitation the
liability to pay such Transitional Employees for any and all unused vacation, sick and/or
personal leave time accrued by each such Transitional Employee up to such date, in
accordance with the policies and procedures of Client and as otherwise required by
applicable law.
SECTION 5. TERM
Subject to the events of termination of Section 13, the initial term of this Agreement
shall commence on the Effective Date and continue until December 31, 2003.
SECTION 6. FINANCIAL TERMS
6.1 Fees. For the OnSite Services and the related expenses, SCT shall invoice
Client, on the first business day of each month during the term of this Agreement, the
amount set forth for such month in the schedule contained in Exhibit C. Payment for
Supplemental Services shall be invoiced monthly, as such Supplemental Services are
provided. All amounts under this Agreement shall be due thirty (30) days from the date of
Client's receipt of invoice therefor.
6.2 Cost of Living Adjustment. If for the reporting period ending June, 1994 and
for each or any reporting period ending June thereafter during the term of this Agreement,
the Denver/Boulder Area Average Consumer Price Index for Urban Wage Earners and
Clerical Workers presently published by the Bureau of Labor Statistics of the Department
of Labor, exceeds the Consumer Price Index for the reporting period ending June
immediately prior thereto (for this purpose, the latest reporting period ending June shall be
called the "Current Index" and the immediately preceding reporting period ending June
shall be called the "Base Index"), then on each January 1 during the term of this
Agreement, commencing on January 1, 1995, the amounts set forth in Exhibit C for the
year beginning on that January 1 shall he deemed, automatically without any further act by
either party, adjusted accordingly to reflect the amount by which the then Current Index
exceeds the Base Index, and such increase shall be compounded in each year by the amount
of the cost of living adjustment percentage applied for each previous year that this
Agreement was in place. SCT shall calculate this adjustment and, no later than thirty (30)
days after the Current Index becomes available, inform Client in writing of the results of
the calculation.
6.3 Accelerated Deferral Amount. In addition to all other amounts due under this
Agreement, Client shall pay the applicable Accelerated Deferral Amount pursuant to the
provisions of Section 13.3 of this Agreement.
6.4 Taxes. Taxes, other than taxes based on SCT's net income or capital stock,
imposed by any taxing authority and based upon any OnSite Services or other goods and
services furnished under this Agreement shall he the responsibility of Client and shall be
payable to SCT in addition to all other amounts and charges. Client may provide SCT, in
lieu of paying any such tax required to be paid by Client, with a certificate of exemption in
form and substance reasonably satisfactory to SCT by not later than thirty (30) days after
the Effective Date; and Client may, if permitted by law, contest any such tax required to be
paid by it under this Agreement, provided that Client has made prior arrangements
reasonably satisfactory to SCT so that SCT will suffer no damage or injury as a result of
such contest. Client, upon request by SCT, shall provide SCT with proof of payment, or
exemption from payment, of any tax required to be paid by Client under this Agreement.
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6.5 Interest. Without waiving any other right, balances of any kind past due in
excess of thirty (30) days shall bear interest at the lesser of the Prime Rate plus three (3%)
percent or the highest rate permitted by law.
6.6 Pay Agent Status. Client hereby designates SCT as Client's pay agent for data
processing related purchases and acquisitions, so that SCT can, on behalf of Client, make
payments to vendors providing goods and/or services to Client of the type for which SCT
assumes Operational Responsibility under this Agreement. The parties acknowledge and
understand it may be to their mutual advantage,from a pricing and/or other standpoint, for
SCT at times, as a value-added remarketer of third party data processing products, and for
Client at other times, as a governmental entity, to be the named licensee, lessee or
purchaser of the Hardware, Systems Software, Applications Software and/or other data
processing products acquired for Client during the term of this Agreement.
Notwithstanding the foregoing, however, and without limitation thereon, upon the
expiration or termination of this Agreement, subject to Client's payment to SCT of the
amounts then due and owing to SCT under this Agreement (including without limitation the
Accelerated Deferral Amount then applicable), SCT shall take all action reasonably
necessary for Client to thereupon he the named licensee, lessee or holder of title, as
applicable, of all Hardware, Systems Software, Application Software and/or other data
processing products acquired for Client during the term of this Agreement. Nothing in this
Section 6.6 or in any other Section of this Agreement shall in any way compromise Client's
ownership or other proprietary interest in any of the Systems components identified in
Exhibit B, and by entering into this Agreement, SCT shall not be deemed to have acquired
any ownership or other proprietary interest in any of the Systems components identified in
Exhibit B.
SECTION 7, INSURANCE.
SCT, at its expense, shall secure and maintain at all times during the period of
performance of this Agreement, insurance as set forth in Section 7.2 below. In this
connection:
7.1 Certificates of Insurance. Upon receipt of Client's written request therefor,
SCT shall provide Client with Certificates of Insurance with respect to the insurance
maintained by SCT as provided in Section 7.2 below, and, with the exception of the Errors
and Omissions insurance and the Workers Compensation insurance, shall have "the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, Colorado" named thereon as an additional insured.
7.2 Amounts of Insurance. SCT agrees to maintain comprehensive general liability
insurance in the following minimum amounts: Bodily Injury and Loss of Life--$1,000,000
per occurrence and $3,000,000 aggregate; General Liability--$3,000,000 aggregate; Errors
and Omissions--$1,000,000 per occurrence and aggregate; Workers Compensation-
Statutory Limits as required by the Labor Code of the State of Colorado.
SECTION 8. COOPERATION
The parties acknowledge and agree that performance under this Agreement will
require the continued definition and setting of priorities, the balancing of competing tasks
and schedules, and the adjustment of priorities over different tasks and different schedules.
The parties will define the activities, schedules, and deliverables, and relative priorities with
respect thereto, for each year during the term of this Agreement by means of the IWP and
the AWPs. SCT and the Client agree that they will each use good faith and reasonable
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efforts to define, plan, coordinate and execute the different priorities and schedules agreed
to by the parties within the scope of this Agreement. In the IWP and AWPs, objectives
will be established and will be subject to the priorities approved by Client, based on the
services to be provided during each of Client's fiscal years during the term of this
Agreement as more specifically described in the Scope of Services set forth in Exhibit A.
SECTION 9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
9.1 DISCLAIMER OF WARRANTIES. SCT HEREBY DISCLAIMS
ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED
TO, ANY EXPRESS WARRANTIES NOT INCORPORATED INTO THIS
AGREEMENT AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
IMPOSED BY LAW OR WHICH COULD OTHERWISE ARISE IN
CONNECTION WITH SCT'S PERFORMANCE UNDER THIS
AGREEMENT.
9.2 LIMITATION OF LIABILITY. SCT AND CLIENT
ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL SCT'S
LIABILITY TO CLIENT, IF ANY, FOR ANY CLAIMS WHATSOEVER OR
FOR ANY REASON WHATSOEVER (OTHER THAN FOR BODILY
INJURY, LOSS OF LIFE OR PHYSICAL DAMAGE TO TANGIBLE
PERSONAL OR REAL PROPERTY PROXIMATELY CAUSED BY THE
NEGLIGENT ACTS OF SCT, FOR WHICH ACTS SCT'S LIABILITY
SHALL INSTEAD AND NOT ADDITIONALLY BE LIMITED TO THE
INSURANCE PROCEEDS AVAILABLE UNDER THE POLICIES OF
INSURANCE ENUMERATED IN SECTION 7.2 OF THIS AGREEMENT)
EXCEED THE FEES ACTUALLY PAID BY CLIENT TO SCT FOR
ONSITE SERVICES PROVIDED UNDER THIS AGREEMENT IN THE
YEAR IN WHICH THE LIABILITY AROSE AND THAT SCT WILL NOT
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS,
LOSS OF DATA, AND LOSS OF REVENUES, EVEN IF INFORMED OF
THE POSSIBILITY THEREOF IN ADVANCE. THESE LIMITATIONS
APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE,
INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT,
BREACH OF WARRANTY, SCT'S NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATION, AND OTHER CAUSES OF ACTION BASED ON
SIMILAR LEGAL THEORIES.
9.3 Internal Resolution Procedure. In the event that the parties have any
disagreement, dispute, breach or claim of breach, non-performance, or repudiation arising
from, related to or in connection with this Agreement or any of the terms or conditions
hereof, or any transaction hereunder including hut not limited to either party's failure or
alleged failure to comply with any of the provisions of this Agreement (hereinafter
collectively the "Dispute"), the parties shall first conduct a three-stage procedure as
follows, it being agreed that for purposes of this Section 9.3, any reference to a particular
representative of a party shall also be deemed to include such particular representative's
duly authorized successor or designee and such other persons as each party deems
appropriate:
(a) A party shall provide notice to the other party of a Dispute, a copy of which
also shall be sent to the Client Contract Administrator and the SCT Director. Within ten
(10) business days of the giving of such notice of a Dispute, the Client Contract
Weld OnSite .4 October 21, 1993 16:35 10
931089
Administrator and SCT Director shall conduct a meeting either to: (i)resolve the matter and
set forth such resolution in writing or (ii) define the Dispute in writing including a
description of the position of each party and the other projects and tasks which would be
affected by the proposed resolution submitted by Client Contract Administrator and by the
proposed resolution submitted by the SCT Director. A copy of the writing described in this
Section 9.3(a)(i) and (ii) shall be provided to the persons who are to receive notices
pursuant to this agreement in accordance with Section 15.1.
(b) If the Client Contract Administrator and SCT Director are unable to reach an
agreement pursuant to Section 9.3(a) above, then within ten (10) business days after such
meeting, the Vice President of SCT responsible for the implementation of this Agreement
(the "SCT Vice President") and the Client Director of Finance and Administration shall
meet in Greeley, Colorado to attempt to reach a resolution of the matter in light of the
description of the Dispute submitted by the parties and further discussion among and
between the parties and their respective representatives. If they are unable to resolve the
Dispute, they shall further define the Dispute in writing based upon discussions held at
their meeting, if appropriate. A copy of the writing described in this Section 9.3(b) shall be
provided to the persons who are to receive notices pursuant to this agreement in accordance
with Section 15.1.
(c) If the SCT Vice President and the Client Director of Finance and Administration
are unable to reach an agreement pursuant to Section 9.3 (b), then within fifteen (15)
business days after such meeting, the President of SCT's Information Resource
Management Division and the Chair of the Board of County Commissioners shall meet in
Greeley, Colorado, which meeting shall also be attended by the SCT Vice President and
SCT Director and the Client Director of Finance and Administration and Client Contract
Administrator, to attempt to reach a resolution of the matter in light of the description of the
Dispute submitted by the panics and further discussion among and between the parties and
their respective representatives.
(d) If the parties are unable to resolve the dispute after following the procedures set
forth in subparagraphs (a) through (c) of this Section 9.3, each party may require the other
party to submit to mediation for a period not to exceed thirty (30) days. A party may
require mediation by providing the other party, within ten (10) days after the meeting has
taken place as contemplated by subparagraph (c) of this Section 9.3, a notice of demand for
mediation, which also shall be filed with the American Arbitration Association ("AAA") in
Denver, Colorado. Within ten (10) business days after the demand for mediation,
representatives of the parties shall agree on the selection of the mediator, who shall be
experienced in the computer services and software area and who shall be on the list of
mediators that exists or is compiled by the AAA. In the event the parties cannot agree upon
the selection of a mediator, the AAA rules for the selection of a mediator shall be followed,
except that the selection shall be a person experienced as provided in the immediately
preceding sentence. The parties shall move with all deliberate speed to commence the
mediation proceedings and shall negotiate in good faith in an attempt to resolve the Dispute.
If the Dispute cannot be resolved within thirty (30) days of the appointment of the
mediator, the parties are entitled to pursue all their remedies at law and in equity. Each
party shall pay one-half(1/2) of the fees of the mediator.
(e) If the parties are unable to resolve the dispute after following the procedures set
forth in this Section 9.3, the parties are entitled to pursue all their remedies at law and in
equity. Notwithstanding the provisions of this Section 9.3, either party may seek equitable
relief at any time without the necessity of first complying with the provisions of this
Section 9.3.
Weld OnSite .4 October 21, 1993 16:35 11
971.081
SECTION 10. CONFIDENTIALITY.
10.1 Confidential Information. Both parties agree that:
(a) Neither party shall disclose any Confidential Information of the other
party to any third party without first obtaining written consent;
(b) Each party shall limit dissemination of the other party's Confidential
Information only to those employees, contractors and agents who require access thereto to
perform their functions under this Agreement and who sign appropriate nondisclosure
agreements to protect such information;
(c)Each party agrees to return the Confidential Information to the disclosing
party upon receipt of written request therefor, subject to all the terms and conditions
contained in this Agreement relating to confidentiality;
(d) Each party agrees that the standard of care to he applied in the
performance of the obligations set forth above shall he the standard of care applied by the
receiving party in treating its own Confidential Information of like importance, but at least
reasonable care to prevent unauthorized copying, use, publication or disclosure. Failure to
do so could result in criminal or civil penalties under federal, state, and/or local law.
10.2 Exceptions to Confidentiality The obligation of nondisclosure of Confidential
Information as set forth in Section 10.1 shall not apply to any data or information that:
(a) Was already rightfully in the possession of the receiving party or any of
its related companies prior to disclosure;
(b) Was independently developed by employees having no access to
Confidential Information;
(c) Was rightfully received from a third party without restrictions on
disclosure or use;
(d) Was available by inspection of products or services marketed without
restrictions, offered for sale or leased in the ordinary course of business by either party
hereto or others; or
(e) Was or is required to he produced or disclosed pursuant to applicable
laws, regulations or court order, provided such production and/or disclosure is not greater
than what was required to be produced or disclosed.
10.3 Survival Of Obligations: Severability. Section 10 is severable from all other
provisions of this Agreement and shall stand on its own and remain in full force and effect
as if it is an agreement unto itself supported by valid consideration, receipt of which is
hereby acknowledged by the parties. The term of the provisions of this Section 10 shall
survive termination or expiration of this Agreement or any determination that this
Agreement or any portion hereof or Exhibit hereto is void, voidable, invalid or
unenforceable.
Weld OnSite .4 October 21, 1993 16:35 12
93198!1
SECTION 11. APPLICATION SOFTWARE RIGHTS.
11.1 Rights to Existing Application Software. Except as otherwise set forth in this
Agreement, the Client shall retain such right, title and interest in and to the Application
Software (and all derivative works thereof, as that term is defined under the copyright laws
of the United States, without reference as to which party created such derivative works)
listed on Exhibit B as it had prior to the Effective Date of this Agreement. SCT shall have
no right, title or interest in or to such Application Software (including without limitation in
any derivative works thereof, as that term is defined under the copyright laws of the United
States, without reference as to which party created such derivative works) for any purpose
except, to the extent permitted by the applicable agreement relating thereto, the right to use,
modify, enhance and operate such Application Software in order to perform services
hereunder and as may be expressly set forth herein or in a separate written agreement
executed between the parties. Client acknowledges and understands that SCT may be
prohibited from using,modifying,enhancing or operating certain Application Software and
Systems Software set forth in Exhibit B as a result of restrictions contained in Client's
license agreement in connection therewith. Client shall use its best efforts to grant, or have
granted to, SCT the right to use, modify, enhance and operate such Application Software
and Systems Software. SCT shall have no responsibility to use, modify, enhance or
operate any such Application Software or Systems Software if SCT is prohibited from
doing so by the terms of the applicable license agreement or by applicable law.
11.2 Rights to Newly Developed Application Software. Each party shall be
deemed to separately own all right, title and interest to any new Application Software
developed by SCT pursuant to this Agreement. SCT shall provide maintenance in
connection with such new Application Software developed by SCT hereunder during the
term of this Agreement. Each party shall take all actions and precautions necessary and
appropriate to protect the Intellectual Property Rights of the parties in such new Application
Software, such action to include, without limitation, maintaining such new Application
Software as Confidential Information and licensing such new Application Software to third
parties only pursuant to a written software license agreement which adequately protects
such Intellectual Property Rights. Without limiting the foregoing, however, Client will not
enter into any relationship with any third party under which such third party would have the
right to market, sublicense and/or otherwise distribute any such Newly Developed
Application Software, in whole or in part. In no event, however, shall either party have
any obligation to pay any licensing fee or other royalty to the other party in connection with
such new Application Software. Further, the parties shall have no obligation to market,
license or otherwise promote the use of such new Application Software for or on behalf of
the other party, nor shall a party have any obligation whatsoever to advise the other party of
any such licensing, marketing or promotion that such party is conducting for its own behalf
in connection with such new Application Software.
SECTION 12. SERVICE ENHANCEMENT REOUEST.
Client may request changes to, modifications of and work in addition to that
identified pursuant to Exhibit A by submitting a written Service Enhancement Request to
SCT from time to time during the term of this Agreement. SCT shall have the right to
accept or reasonably reject the Client's Service Enhancement Request, in its sole discretion.
Upon the approval of a Service Enhancement Request by SCT, the amount to be paid SCT
under this Agreement and the time of performance shall he adjusted as specified in the
Service Enhancement Request. All such work shall he executed under the terms and
conditions specified in this Agreement.
Weld OnSite .4 October 21, 1993 16:35 I3
0'^4 non
,SECTION 13. TERMINATION.
13.1 Events of Termination, This Agreement may be terminated:
(a) By either party, to the extent permitted under applicable law, if the other
ceases to function as a going concern, becomes insolvent, makes an assignment for the
benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be
filed against it and such petition is not dismissed within sixty (60) days of filing, or admits
in writing its inability to pay its debts as they mature, or if a receiver is appointed over a
substantial part of its assets;
(b) By SCT for Client's failure to pay any amounts or other charges within
thirty (30) days from the payment due date, it being understood by SCT that Client may
elect to make payment to SCT with an express reservation of rights to assure continued
performance by SCT under this Agreement pending resolution of any disputes;
(c) By Client, in the event that insufficient funds are budgeted and
appropriated to, for or by Client for payment to SCT of the fees due to SCT for the
services that SCT is to provide to Client under this Agreement. To that end, Client
covenants and agrees that it will use its best efforts to obtain, maintain and properly request
and pursue funds from which payments hereunder may he made. Client represents and
warrants to SCT that the services to be performed by SCT hereunder are important to its
proper, efficient and economic operation. In the event insufficient funds are appropriated
and budgeted for any fiscal period for payments due under this Agreement, then Client will
immediately notify SCT of such occurrence and SCT may either (i) reduce its staffing and
level of services to the amount so budgeted or (ii) notify Client that this Agreement will
expire effective on the last day of the fiscal period for which appropriations were received.
If no funds are appropriated or budgeted, then Client will immediately notify SCT of such
occurrence, and this Agreement will be deemed expired effective on the last day of the
fiscal period for which appropriations were made. Nothing in this Section 13.1(c) will be
construed so as to permit Client to reduce the level of services to be provided by SCT
hereunder, or effect a premature expiration of this Agreement, in order to acquire any other
data processing or similar services or to allocate funds directly or indirectly to perform
essentially the same application for which services are being provided.
(d) By either party by reason of any other material breach of this Agreement
by the other party which breach has not resulted in a reasonably acceptable plan for remedy
or cure or which breach has not been remedied or cured after at least (90) days written
notice delivered by the aggrieved party to the other party.
Client believes and maintains that this Agreement has been executed in accordance with and
complies with the requirements of Article X, Section 20 of the Constitution of the State of
Colorado. SCT acknowledges and agrees that it shall not bring, nor shall it take affirmative
action to encourage any third party to bring, any challenge to this Agreement based upon a
claim that this Agreement has not bee so executed in accordance with and complies with the
requirements of Article X, Section 20 of the Constitution of the State of Colorado.
13.2 Transition Plan Upon Expiration or Termination. Upon the expiration of this
Agreement, or if this Agreement is rightfully terminated by Client pursuant to Sections
13.1(a) or 13.1(d) hereof, SCT shall provide a transition plan to Client at least one hundred
eighty (180) days (or such shorter period as may be dictated by the date upon which a
termination of this Agreement prior to its expiration date occurs) prior to the termination
date hereof. The transition plan will provide that Client will have the right to extend offers
Weld OnSite .4 October 21, 1993 16:35 14 931089 311J07�89 7
of employment to SCT employees as set forth in Section 4.4(a). Client may not extend
such offers of employment to personnel more than six (6) months prior to the scheduled
transition date unless SCT notifies the Client that it intends to transfer an employee, in
which case Client may make an offer to such employee immediately upon such notification.
Offers of employment will identify the position being offered, annual salary, benefits, date
of next review, and the manager to whom the employee will report. Employment with
Client for the employees accepting the offers of employment will be the date of transition of
OnSite Services back to Client under this Agreement. The transition plan will identify
positions requiring transition, procedures in place supporting all responsibilities to be
transitioned, documentation of existing personnel actions, and existing or planned projects
and support activities.
13.3 Payment of Accelerated Deferral Amount. Client acknowledges and
understands that SCT is entering into this Agreement on the understanding that the fees for
the goods and services to be provided by SCT to Client pursuant to this Agreement are
based on a long term relationship and that an early termination of this Agreement will have
a significant financial impact on SCT. Upon the termination or (if applicable) expiration of
this Agreement, Client shall pay to SCT the applicable Accelerated Deferral Amount set
forth in Exhibit D based on the increase or decrease, as applicable, in the Accelerated
Deferral Amount during the fiscal year in which the effective date of termination occurs.
For any date falling between the dates listed in Exhibit D, the amount of the Accelerated
Deferral Amount shall be calculated by straight line interpolation using the two dates
between which the termination date falls and prorating the respective amounts on a daily
basis. The Accelerated Deferral Amount shall be due within thirty (30) days after the
effective date of termination of this Agreement. The applicable Accelerated Deferral
Amount has been established by the parties to reflect the unamortized costs which will be
incurred by SCT as a result of an early termination of this Agreement. The Accelerated
Deferral Amount is not in the nature of, and shall not be deemed to be, a penalty or
liquidated damages. Notwithstanding the payment of the Accelerated Deferral Amount by
Client, unless this Agreement has been rightfully terminated pursuant to Section 13.1(c)
hereof, both SCT and Client will be entitled to pursue all their respective rights and
remedies, both at law and in equity.
13.4 Rights and Duties Upon Termination. Upon the expiration or termination of
this Agreement and in consideration of Client's payment to SCT of all amounts and charges
due to SCT in accordance with this Agreement with or without any reservation of rights by
the Client:
(a) Each party will cooperate reasonably and in good faith with the other
and/or its designees, so that the transition of OnSite Services rendered under this
Agreement shall be timely and efficient and implemented in a manner so as not to unduly
interfere with Client's orderly conduct of its business or SCT's other operations.
(b) All Client's Confidential Information shall he promptly delivered or
returned (as applicable) to Client.
(c) All SCT's Confidential Information shall he promptly delivered or
returned (as applicable) to SCT, except that Client shall be entitled to keep a copy of this
Agreement even though this Agreement is the Confidential Information of SCT. Client
shall permit SCT access to remove any of the foregoing and shall not inhibit or prevent
SCT from doing so in any manner.
(d) All office furniture, equipment, documents, records, books, tapes, disks
and files provided by Client (which have not been disposed of with Client's permission)
Weld OnSite .4 October 21, 1993 16:35 15
931089
shall be returned to Client in substantially the same condition as received, ordinary wear
and tear excepted.
13.5 Survival of Obligations. All Client's obligations relating to SCT's
Confidential Information, Client's indemnity and payment obligations, the obligations of
Client to respect SCT's Intellectual Property Rights, and the provisions of this Agreement
which by their terms survive termination of this Agreement, will survive termination of this
Agreement for any reason. Termination of this Agreement by either SCT or Client
according to the terms hereof will be without prejudice to the terminating party's other
rights and remedies under this Agreement, both at law and in equity.
SECTION 14, SITE REFERENCE.
Client agrees upon SCT's prior and reasonable request to act as a reference site for
SCT in connection with the services provided under this Agreement. In this connection,
Client will, upon timely receipt of notice thereof, make its facilities and personnel
reasonably available to SCT as reasonably requested by SCT to permit SCT to provide site
visits to current and prospective clients and to demonstrate any or all of the services
provided by SCT to Client under this Agreement.
SECTION 15. RIGHT TO USE CLIENTS NAME.
Client hereby grants to SCT the right to use Client's name in marketing,
advertising, public relations, press releases, and governmental filings, without the
necessity of obtaining the Client's approval to such use.
SECTION 15. GENERAL.
15.1 Notices. Any notice required or permitted by this Agreement shall be in
writing and accomplished by registered or certified mail, personal delivery, or overnight
courier. Such notice shall be deemed to have been delivered three (3) days after it has been
mailed by such certified or registered mail, one day after it has been delivered to the
overnight courier, or upon delivery if sent by hand delivery
If to SCT:
SCT Software& Resource Management Corporation
Great Valley Corporate Center
Four Country View Road
Malvern, Pennsylvania 19355
Al IENTION: President, Information Resource Management Division
With a copy to:
SCT Software & Resource Management Corporation
Great Valley Corporate Center
Four Country View Road
Malvern, Pennsylvania 19355
ATTENTION: General Counsel
Weld OnSite .4 October 21, 1993 16:35 16
921089
If to Client:
Weld County, Colorado
915 10th Street
Greeley, Colorado 80631
Al IENTION: Clerk to the Board of County Commissioners
With a copy to:
Weld County, Colorado
915 10th Street
Greeley, Colorado 80631
ATTENTION: County Attorney
or to such other persons or addresses which the Client or SCT may from time to time
designate in writing to the other.
15.2 Waiver. Waiver of strict performance of any provision of this Agreement
shall not be deemed a waiver nor shall it prejudice the waiving party's right to require strict
performance of the same provision or any other provision in the future unless such waiver
has rendered future performance commercially impossible.
15.3 Assignment. Neither this Agreement, nor any of either party's rights or
obligations under this Agreement, shall be assignable without the prior written consent of
both parties.
15.4 No Authority, Neither party shall have any authority, and neither party shall
represent that it has any authority, to assume or create any obligation, express or implied,
on behalf of the other party, except as provided in this Agreement. Each party is an
independent contractor, and this Agreement shall not he construed as creating a partnership,
joint venture or employment relationship between the parties or as creating any other form
of legal association that would impose liability on one party for the act or failure to act of
the other party.
15.5 Governing Law. This Agreement shall be governed by and interpreted under
the laws of the State of Colorado.
15.6 Severability. If any part of this Agreement is found to be invalid, all other
provisions shall remain in full force and effect and the provisions found invalid shall be
enforced to the maximum extent enforceable by law.
15.7 Force Maieure, Neither party shall he liable for any delay or failure to perform
its obligations hereunder to the extent that such delay or failure is caused by a force or event
beyond the control of such party, including without limitation, war, embargoes, strikes,
governmental restrictions, riots, fires, floods, earthquakes, or other Acts of God.
15.8 Further Assurances. Each party shall execute, acknowledge and deliver all
documents, provide all information, and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of this Agreement.
15.9 Alterations. The waiver, amendment or modification of any provision of this
Agreement or any right, power or remedy hereunder, whether by agreement of the parties
Weld OnSite .4 October 21, 1993 16:35 17
9.4:1.099
or by custom, course of dealing or trade practice, shall not be effective unless in writing
and signed by the party against whom enforcement of such waiver, amendment or
modification is sought.
15.10 No Third-Party Beneficiaries Nothing contained in this Agreement shall be
construed to give any person other than SCT and Client any legal or equitable right, remedy
or claim under or with respect to this Agreement.
15.11 Third-Party Liability/Waiver of Immunities. No portion of this Agreement
shall be deemed to constitute a waiver of any immunities the parties or their officers or
employees may possess, nor shall any portion of this Agreement be deemed to have created
a duty of care with respect to any persons not a party to this Agreement.
15.12 Copies of Agreement. This Agreement may be executed in any number of
copies, each of which shall be deemed an original and all of which together shall constitute
one and the same instrument.
15.13 Incorporation by Reference. The Exhibits attached hereto are an integral part
of and are hereby incorporated by this reference into this Agreement and made a part
hereof.
15.14 Number and Gender. All terms and words used in this Agreement regardless
of the number and gender in which they are used, shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context or sense of this Agreement or any paragraph or clause herein may require,
the same as if such words have been fully and properly written in the number and gender.
15.15 Headings. The headings of sections and paragraphs, if any, to the extent
used herein are for convenience and reference only, in no way define, limit or describe the
scope or intent of any provision hereof, and therefore shall not be used in construing or
interpreting the provisions hereof.
15.16 Client Delay. Any delay, obstruction, or hindrance by Client which
materially affects SCT's ability to perform its obligations under this Agreement shall excuse
an equivalent delay in SCT's performance of its obligations hereunder. If such delay,
obstruction, or hindrance by Client results in increased costs to SCT in performing its
obligations under this Agreement, then Client, in addition to all other amounts payable to
SCT under this Agreement, shall pay SCT the amount of all such increased costs.
15.17 Consents and Approvals. Whenever the consent or approval of a party under
this Agreement is required, the consent or approval, if required to be obtained from SCT,
must be given by a Senior Vice President or the President of SCT, and if required from
Client, must be given by the Chairman of the Board of the County Commissioners or the
County Director of Finance and Administration.
15.18 Right to Subcontract. SCT shall have the right to enter into subcontracts
with other parties to provide certain of the services to be provided by SCT under this
Agreement, although SCT shall remain responsible to the Client for the performance of any
services performed by the subcontractor.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
Weld OnSite .4 October 21, 1993 16:35 1 8
921099
SECTION 16. ENTIRE AGREEMENT
THIS AGREEMENT SIGNED BY BOTH PARTIES CONSTITUTES A FINAL
WRITTEN EXPRESSION OF ALL OF THE TERMS OF THIS AGREEMENT AND IS
A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. NEITHER
PARTY WAS INDUCED TO ENTER INTO THIS AGREEMENT BY ANY
STATEMENTS OR REPRESENTATIONS NOT CONTAINED IN THIS AGREEMENT.
ANY AND ALL REPRESENTATIONS, PROMISES, WARRANTIES OR
STATEMENTS BY ANY PARTY OR ITS AGENTS THAT DIFFER IN ANY WAY
FROM THE TERMS OF THIS AGREEMENT SHALL BE GIVEN NO FORCE OR
EFFECT. THIS AGREEMENT SHALL BE CHANGED, AMENDED OR MODIFIED
ONLY BY WRITTEN INSTRUMENT SIGNED BY BOTH CLIENT AND SCT AND
WHICH WRI1 1 EN INSTRUMENT EXPRESSLY AND UNAMBIGUOUSLY STATES
THAT A PURPOSE THEREOF IS TO CHANGE, AMEND OR MODIFY THIS
AGREEMENT. THIS AGREEMENT SHALL NOT BE MODIFIED OR ALTERED BY
ANY COURSE OF PERFORMANCE BY EITHER PARTY, OR BY USAGE OF THE
TRADE. ANY PURCHASE ORDER OR SIMILAR DOCUMENT WHICH MAY BE
ISSUED BY CLIENT IN CONNECTION WITH ANY SERVICES TO BE PROVIDED
UNDER,OR ANY OTHER MA FI ER RELATING TO, THIS AGREEMENT SHALL BE
FOR CLIENT'S INTERNAL PURPOSES ONLY AND ANY TERMS AND
CONDITIONS WHICH MAY BE INCLUDED IN SUCH PURCHASE ORDER OR
OTHER DOCUMENT SHALL NOT MODIFY IN ANY MANNER ANY OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND SHALL NOT BIND SCT
IN ANY MANNER AND SHALL BE COMPLETELY INEFFECTIVE AND
UNENFORCEABLE AGAINST SCT, EVEN IF IT IS INITIALED, SIGNED, OR
ACKNOWLEDGED BY A REPRESENTATIVE OF SCT. THIS AGREEMENT
INCLUDES ALL OF THE FOREGOING PROVISIONS AS WELL AS ALL EXHIBITS
HERETO.
IN WITNESS WHEREOF, the parties hereto have caused their names to be affixed
hereto as of the date first above written.
Al 'EST: •
/ l COUNTY OF WELD, STATE OF
4 �j,/' COLORADO, By and through the
j'�,�u BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Weld County Clerk to die Board
By: UL,�1�t-/ l .Q�� By: 4-1Y_Zeev �
Deputy Cl4k to the Board Constance L. Harbert 'o/a 1/93
Chairman
SCT SOFTWARE &RESOURCE
MANAGEMENT CORPORATION
/ ,/r--'— l/ _--
AFIEST: By: 4-7( /,z—z---t
Gerald R. Porter
Name:
sistant) ecretary Title: President, Plan rrnati n Resource
Weld OnSite .4 October 21, 1993 16:35 1 9
EXHIBIT A
SCOPE OF ONSITE SERVICES
SCT shall provide Client with the OnSite Services described in this Exhibit A. The OnSite
Services described in this Exhibit A shall be the basis for the joint development and update
of the Computer Services Master Plan (CSMP) and for the joint development of Annual
Work Plans ("AWPs"), all as more fully described in this Exhibit A. Terms such as "new
environment" or terms of similar meaning refer to new technical computing environments
provided for in the CSMP and any applicable AWPs. These Plans shall identify, more
specifically, objectives,programs, and schedules to be jointly implemented during the term
of the Agreement, as prioritized by Client in such Plans. The parties acknowledge that this
Exhibit A, including without limitation the Performance Objectives set forth in this Exhibit
A for the purpose of establishing an initial minimum standard against which to measure
SCT's performance under this Agreement, may be modified and refined by written
agreement of the parties upon review by SCT and the Client Governance Committee, to
reflect the matters contained in such Plans. Figure 1 provides an initial Program Schedule
which will be refined as part of the CSMP process. Completion of such Program Schedule
and SCT's performance of the OnSite Services are each dependent upon timely decision
making and performance on the part of the Client.
I. GENERAL
SCT will, as more specifically described in this Exhibit A:
* Develop, with Client's cooperation, and maintain with the Client a multi-
year CSMP;
* Plan, assist in acquisition, and work jointly with the Client to implement
new Application Software;
* Migrate Client-selected Application Software in use as of the Effective Date,
from the Hardware and Systems Software in use as of the Effective Date to
the new technical environment;
* Operate and manage Client's current hardware, systems software, data
network, and application systems environments, as well as the new
environments resulting from the technology transformation; and
* Provide OnSite Services in connection with the Hardware, Systems
Software, and Application Software identified in Exhibit B of this
Agreement, which will be updated regularly to reflect the new technical
environment.
SCT will provide personnel and supplies for the overall management and operation
of the above identified Client's operations and tile management and operation of
individual projects in connection therewith in accordance with the CSMP and the
annual updates thereto.
•
Weld OnSite .4 October 21, 1993 16:35 20 p�
931089
II. PLANNING AND PROGRESS REPORTING
A. Planning.
SCT will develop, with the cooperation of Client, the operational,
application, hardware and data network technology plans at the strategic,
tactical, and operational levels. SCT will develop and maintain the CSMP.
The CSMP will provide the long term basis for the provision of the OnSite
Services to be provided by SCT under this Agreement.
Subsequent to that date, the AWPs, supporting the strategic initiatives
contained in the CSMP, will specify the service delivery objectives for
future Client fiscal years during the term of this Agreement.
Client shall participate with SCT in the development of the CSMP and
AWPs, and have responsibility for establishing appropriate priorities and
policy direction.
SCT will develop a Short Term Improvement Program (STIP), which will
establish the areas of effort and priorities for projects to be undertaken prior
to the completion of the CSMP.
1. Computer Services Master Plan.
Timing. Within one hundred eighty (180) days of the Effective Date, SCT,
with the cooperation of Client, will develop the CSMP for Client review and
approval. SCT, with the cooperation of Client, will develop annual
updates, including Annual Work Plans, to the CSMP by November 1 of
each subsequent year of this Agreement.
Scope. The CSMP will define the strategic direction, schedule, priority,
and resource allocation for information technology initiatives within the
scope of this Agreement. The CSMP will be produced in concert with
Client personnel to complement existing and anticipated business changes
and information objectives. Specific components of computing which the
parties anticipate will be included in the CSMP include:
* New Hardware and System Software environment;
* Network architecture supporting Client's information users;
* User-based information access and management methodologies and
services; and
* Ongoing operations and production services supporting all
information users.
2. Short Term Improvement Plan.
Timing. Within ninety (90) days of the Effective Date, SCT, with the
cooperation of Client, will develop the STIP for Client review and approval.
•
•
•
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The STIP will put in place a plan of action to address priority issues and
quality improvement opportunities.
Scope, The STIP will identify actions to:
* Provide short-term service improvements;
* Stabilize and continue reliable computer services;
* Identify areas of technology requiring further review during the
CSMP process;
* Resolve agreed upon existing critical application problems; and
* Acquire and assist in implementing high priority Application System
(Permits/Planning).
3. Annual Work Plan.
Timing. SCT; with the cooperation of Client, will develop an AWP on or
about November 1, 1994 for Client's fiscal year commencing January 1,
1995 and on each November 1 thereafter for each subsequent Client fiscal
year during the term of this Agreement.
Scope. The AWP will identify recommended initiatives and services which
are consistent with the direction established in the approved CSMP. The
AWP will identify activities, schedules, and deliverables for management,
planning, operations and application software.
4. Staff Development Plan.
SCT will provide to the Client, within six (6) months of the Effective Date,
a "Training and Development Plan" which will plan for the education and
training of Information Services staff.
5. Client Approval of STIP, AWPs and CSMP
After delivery of the CSMP, STIP and each AWP, Client shall have thirty
(30) days to review the plan and to notify SCT in writing of its approval or
disapproval thereof, and in the event of disapproval, Client shall set forth
the reasons for its disapproval in sufficient detail to permit SCT to modify
the Plan to Client's reasonable satisfaction. If after such thirty (30) days
have passed Client fails to so respond in writing to SCT, the Plan shall be
deemed approved by Client.
B. Brain .
1. Annual Report.
A report outlining SCT's progress against the AWP for the prior Client
fiscal year (commencing with a report on Client's fiscal year ending
December 31, 1994) will he provided to Client Contract Administrator
within sixty (60) days after the end of each of Client's fiscal year during the
term of this Agreement. •
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2. Progress Report.
Progress Reports will be provided on a monthly basis to Client Contract
Administrator. These reports will outline service delivery, project status
and issues requiring the attention of Client Contract Administrator.
3. Annual Client Satisfaction Survey.
SCT shall provide Client with a survey to he distributed to the information
system users supported under the scope of this Agreement containing such
questions as mutually determined by the SCT Director and the Client
Contract Administrator. SCT shall provide Client with an analysis of the
results of the survey.
III. GENERAL MANAGEMENT AND BUSINESS SUPPORT
A. Executive Management.
SCT will provide management services in support of Client's executive
level management,including:
* Strategic technical leadership, planning,consulting and guidance;
* Assist the Client in establishing an overall County-wide Governance
Committee which facilitates communication between Information
Services and the user community, recommends priorities and service
levels, and appropriate policies and procedures;
* Assistance to Client executive management in the establishment of
policies and procedures governing the access, use and control of
Client's information resources;
* Strategic operations management consulting and guidance;
* Management recommendations in support of Client operations; and
* Management of external computing and technology related vendor
relationships.
B. Operational Management.
SCT will provide operational management services in connection with
Client's existing and new computing environment to monitor and control the
delivery of the OnSite Services identified in this Agreement, including:
* Operational leadership, planning, consulting and guidance in the
computing area;
* Operations management consulting and guidance;
* Project management of application conversion and computing
improvement projects;
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* Monitoring SCT's provision of OnSite Services to ensure the
services are consistent with established Client policies and the AWP;
* Coordination of the deployment and assignment of SCT corporate
staff to complement and augment SCT site-based staff;
* Management of site-based and SCT corporate-based staff
performing OnSite Services for Client;
* Support of Client's Governance Committee and any user or
technology related subcommittees; and
* Assistance to the Client in the development of information
technology policies and procedures in connection with Client's
information systems.
C. Strategic,Tactical and Operational Planning,
SCT will provide Client with assistance to plan and define a program for
Client's new computing technology, including:
* The joint development of the STIP, AWPs, and Staff Development
Plan;
* Management and coordination of the development of the CSMP;
* Evaluation of new technologies and their applicability to Client's
computing operations; and
* Assistance in the development and review of the project plans for the
major projects included in the relevant AWP.
D. Management Reporting,
SCT's Director shall meet at least monthly with the Client Contract
Administrator to review the status of day-to-day operations, to discuss
issues which have arisen, and to review plans for the upcoming month. In
addition, at either party's reasonable written request from time to time
during the performance of this Agreement, the Client Contract Administrator
and SCT Director and any other personnel designated by either the Client
Contract Administrator or the SCT Director shall meet to review the
progress of the parties hereunder.
Specific reporting to Client shall include:
* Monthly reporting to Governance Committee on all major aspects of
computer services;
* Providing cyclical reports periodically and upon special requests as
reasonably requested by Client including: daily, monthly, quarterly
and annual and other cyclical printed reports at a time mutually
agreed to by the Client and SCT. These reports reflect normal day-
to-day activity as encompassed in the major divisions of services
(e.g., operations services, application systems services) such as:
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** Periodic status reporting
** Periodic management review
** Periodic reporting of SCT progress on projects and action
items
** Incident and problem reporting
E. Business Operations.
SCT will provide business support functions for Client's computing
environment, including:
* Implement management reporting mechanisms as described in D
above;
* Develop Information Services Department Policies and Procedures
Manual;
* Put in place procedures and controls for managing Department
assets: hardware and software inventory management; forms and
supplies management; office equipment, and hardware/software
service contracts;
* Put in place tools for measuring and monitoring organizational
performance;
* Participate in annual Client budget process;
* Provide general management services: office procedures; space
utilization; office and Client communication; and
* Work with Client to implement controls and procedures for
invoicing of service payment, acquisitions of supplies/services, and
other administrative requirements agreed upon by SCT and Client.
F. Legal.
* Provide for compliance with all contracts and federal, state and local
laws applicable to the Systems identified in Exhibit B and the
operations thereof, to the extent such contracts and laws are known
by or are called to SCT's attention. In the event that compliance by
SCT with future laws will involve the incurrence of additional costs
or will affect performance schedules, SCT and Client shall negotiate
in good faith as to whether there shall he an adjustment of priorities,
and/or a price and/or performance schedule adjustment, to reflect the
requirements and impact on SCT's obligations under this
Agreement, of such future laws; and
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* Cooperate with all required Client internal and external audits.
IV. APPLICATION SOFTWARE CONVERSION. DEVELOPMENT. AND
MAINTENANCE
A. Application Software Conversion and Development.
SCT is responsible for conversion and migration of all Client-selected
mainframe Application Software to the new technical environment, and
implementation assistance for Application Software specified in the CSMP
and AWPs as required by the Client's user community. The Application
Software will be acquired consistent with funding allocated by the Client as
part of a capital Application Software pool. These responsibilities are
described below:
* Convert, or in certain instances, manage the conversion of data and
code from existing Application Software to the new environment;
* Refinement of new Application Software specifications to be used in
evaluating software solutions for the user community;
* Acquisition support including coordination of application
demonstrations, negotiation of software agreements, and in
establishing project completion schedules;
* Management and coordination of third party software vendors in
carrying out their agreements;
* Testing and implementation of Application Software;
* Scheduling of production and test parameters consistent with
established procedures;
* Providing appropriate interfaces between the Application Software;
and
* Production turnover of all Application Software.
Beginning January 1, 1996, and continuing for each one (1) year period
(January 1 through December 31, inclusive) during the term of this
Agreement, SCT will provide Client with an average of thirty-six (36)
person months of Application Software development effort per year. Such
Application Software development effort shall consist of: (i) increasing
and/or enhancing the functionality and capability of those Application
Software products for which Client has or will obtain a right of use during
the term of this Agreement (hut nothing in this Agreement shall be deemed
to create any obligation on the part of SCT to provide Client with any right
to use any SCT-proprietary Application Software products absent payment
to SCT of additional consideration and Client's execution and SCT's
acceptance of a then-current SCT Software License Agreement therefor);
and/or (ii) the development of custom, Client-specific Application Software
products. SCT's obligation to so provide Client with such Application .
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931089
Software development effort in any one (1) year of this Agreement shall be
deemed to have been satisfied if SCT was then ready, willing and able to
provide such Application Software development effort but Client did not
request or did not utilize all or some portion of such one (1) year's
Application Software development effort.
B. Application Software Maintenance.
SCT is responsible for ongoing application maintenance of the existing
Application Software operational on the Client computer (referenced in
Exhibit B) as required to support existing services and subsequent
application maintenance for the New Applications Software once it has been
converted. This includes:
* Analysis of all required modifications for compliance with
established policy and procedures;
* Designing and monitoring changes;
* Performing program changes in accordance with the specifications;
* Documenting changes made; and
* Implementing changes into production environment.
C. Service Request Processing.
SCT is responsible for continued support of user community's ad hoc
requests and generation of short range deliverables consistent with the
specification of available resources allocated in the CSMP and AWP. This
consists of the following:
* Logging of each request;
* Working with the Client to determine whether such requests are
required for continued systems operations;
* Tracking each request as progress is made on tasks identified;
* User notification of status of request if completion is delayed;
* User interaction on matters involving information technology and its
use in their area;
* Definition and clarification of issues to enable appropriate action to
be taken;
* Analysis of service, maintenance, and enhancement requests;
* Designing application changes for consistency with existing
technologies and policies; and
* Programming to complete the agreed upon service requests.
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D. User Training_
SCT is responsible for management, coordination, and/or delivery of user
training. Responsibilities include:
* Working with third party application vendors in managing and/or
coordinating vendor-supplied training;
* Preparing class agendas covering the topics based on specific office
functions;
* Preparing practical training exercises for converted Software;
* Maintaining test data necessary to demonstrate function of Software
systems;
* Conducting training classes for using the Applications Software,
with an aim toward empowering those receiving such training to
conduct end-user training sessions for other Client personnel; and
* Conducting follow-up activities for consistency of content and
approach to training.
E. Emerging Technologies.
SCT will be responsible for keeping abreast of new Hardware, System
Software and Application Software advances that may benefit Client. These
responsibilities include:
* Evaluating applicability of new technologies for Client's use,
including new technologies which SCT has implemented at other
SCT sites;
* Attendance at conferences and seminars covering new technologies
and services; and
* Review of trade publications.
V . TECHNICAL OPERATIONS
SCT is responsible for the following in connection with the Hardware, System
Software and Application Software identified in Exhibit B:
A. General Operations.
* Operations and personnel to provide delivery of production
computer services;
* Interaction with the user community to understand their information
requests and provide coordinating assistance in obtaining computer
services;
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901089
* Preparing and publishing written reports relative to computer
resource utilization, personnel activity, system performance/stability
and user support activities;
* Establishment and maintenance of standards and procedures for
computer operations;
* Establishment and maintenance of a Help Desk to provide assistance
to Client Systems users;
* Planning for short and long-term growth potential, including
computer capacity planning, facility planning and
Hardware/Software installation planning; and
* Planning for recovery of essential systems in the event of a disaster,
by creating and updating of a disaster contingency plan.
B. Operations Support.
* Monitoring system functions through the use of available command
consoles, network monitoring tools, and ancillary support devices;
* Execution of commands issued by the system such as tape mounts,
console replies, printer operation and control unit operation;
* Separation of printed output for delivery to user departments
consistent with Client's practice as of the Effective Date;
* Maintaining operating logs and operations documentation;
* Maintenance of records and documentation relating to Hardware and
Application Software failures;
* Provision of backup for critical files and maintenance of tape
rotation policies;
* Provision of assistance and support in problem determination;
* Maintenance of an inventory of computer supplies, including tapes,
ribbons and paper, and
* Cleaning and care of Hardware including the management,
acquisition and coordination of vendor supplied maintenance for all
hardware.
C. Technical Services Support.
1. Systems Software.
SCT is responsible for supporting the maintenance of Client's
Systems Software identified in Exhibit B. The goal of this function
is to maintain current releases and modification levels of Systems
Software without sacrificing system reliability and availability.
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931089
SCT is also responsible for maintaining the performance of Systems
Software, including when necessary:
* Management of system parameters to maintain the
performance and efficiency of the Systems Software;
* Researching, testing, and evaluating available vendor
provided Systems Software;
* Vendor contact, coordination and management of vendor
supplied software maintenance;
* Inform Client personnel of new or changed system features;
* Coordinate scheduling of upgrade testing, implementation
and training with affected users;
* Update affected operational procedures to reflect upgrades;
and
* Providing statistics and information in the form of
management reports that allow Client to evaluate the overall
performance of the Systems Software maintenance program.
2. Support Software.
SCT is responsible for maintenance of all vendor-supplied utility
and related software utilized in support of Client's Systems and
related Application Software identified in Exhibit B. The goal of
this function is to maintain current releases and modification levels
of the system support software without sacrificing System reliability
and availability.
SCT is responsible for maintaining the effectiveness of the system
support software, including when necessary:
* Vendor contact, coordination and management of vendor
supplied software maintenance;
* Maintenance of the current release and modification levels of
existing system support software;
* Supporting an ongoing program for the evaluation of
available application and support utility packages for Client's
use; and
* Monitoring utilization of existing system support software
and providing management reports depicting results with
recommendations for future support.
3. Technical Support.
SCT is responsible for providing technical support in the form of
consultation, problem determination, and general assistance to
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Client's data processing community. The goal of this function is to
provide the benefit of systems programming knowledge and
expertise to the data processing community.
This support is provided in the following categories of service:
* Technical direction
* Problem resolution
* Documentation
4. Capacity Planning.
SCT will notify Client promptly in writing when the System, the
Hardware, the Systems Software, the Application Software or any
portion thereof, as identified in Exhibit B, is being used to a capacity
at which the Client should consider any upgrade, enhancement
and/or addition to prevent the same from failing to meet reasonable
performance standards. The writing shall describe in reasonable
detail the reasons SCT believes that the same is being used to such a
capacity, showing performance monitoring statistics and other
relevant information.
D. Production Services.
SCT is responsible for the maintenance and enhancement of Client's
production environment identified in Exhibit B. SCT is responsible for
maintaining site standards which include production programs, control files
and production documentation. In addition to the foregoing, SCT will
monitor changes in the production environment, logging and tracking
problems that develop. Responsibilities include:
* Change Management;
* Problem Reporting;
* Production Documentation Maintenance;
* Production Environment Maintenance; and
* Security Administration.
E. Production Control.
SCT is responsive for the following:
1. Job Scheduling.
SCT is responsible for the creation of policies and procedures for
the implementation of a timetable containing production jobs and
their planned date and time to be processed, including:
* Production of an ongoing schedule of regularly scheduled
processing;
* Implementation of any changes made to the master schedule
that are approved by Client's Contract Administrator, and
* Generation of a daily job schedule.
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931089
2. Job Setup.
SCT is responsible for:
* Acceptance of job processing requests from the user
departments; and
* Preparation of jobs for submission as reflected on the daily
schedule.
3. Job Submission and Checkout.
SCT is responsible for:
* Monitoring of production jobs;
* Monitoring of job output utilizing quality assurance
procedures; and
* Institution of problem management procedures, when
appropriate.
4. Output Distribution.
SCT is responsible for the institution of policies, procedures, and
management so that:
* Production output is collated and inventoried; and
* Output is made available to the end-user, consistent with
existing schedule and practice.
5. Problem Resolution.
SCT is responsible for:
* Identification of problems with processing schedules;
* Determination of functional area responsibility;
* Establishment of corrective action, when appropriate; and
* Maintenance of problem tracking and reporting system.
F. Data Administration and Security.
SCT is responsible for those tasks necessary to create and maintain the
administrative data bases designated as official Client repositories and
required by Federal and/or State law. These responsibilities include:
* Design of data bases and associated files structures;
Weld OnSite .4 October 21, 1993 16:35 32
931089
* Provide analysis of data maintained to minimize duplicate data
elements;
* Provide for the expansion of data bases or files consistent with the
OnSite Services being provided by SCT under this Agreement;
* Provide internal training of technical staff to provide knowledge of
data management processes;
* Monitoring of data usage to identify patterns, abuses, and tuning
recommendations;
* Establishment of backup procedures for recovery of data;
* Development and maintenance of recovery procedures for
restoration of the data bases and files to the most current versions;
* Perform error correction efforts to correct specific data integrity
problems caused by logical or physical errors;
* Perform problem resolution activities to identify and correct
processing errors causing corruption to data bases and files;
* Perform capacity planning to provide for availability of resources for
the storage and retrieval of data;
* Provide vendor interaction to maintain relationships with required
providers of data base software and support products; and
* Recommend data access and update policy and implement policy as
mutually agreed by SCT and Client.
G. Microcomputer Services.
Microcomputers and local area networks (LANs) are supported via
"Technical Services Support" and "Application Services" in connection with
the initial inventory of microcomputers listed in Exhibit B and subsequently
for the new microcomputers/LANs being acquired as part of the new
program. Services provided include:
1. Training and Consulting.
SCT will provide technical support for the development of training
and user consulting services.
2. Installation and Relocation.
SCT will provide configuration, installation, and relocation services
for Client microcomputers in use on Client's property.
3. Service.
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931059
SCT will provide maintenance and repair services for Client
microcomputers, either internally or by contracting with a
maintenance vendor.
4. Implementation Schedule.
Additional microcomputers will be acquired by SCT for client use in
accordance with the schedule specified in the CSMP, consistent with
the availability of funds specified in the capital Hardware pool.
5. New Microcomputer Configuration.
Definition of the appropriate standard microcomputer configuration
will take place for each year after the first year as part of the AWP
approval process.
VI. DATA NETWORK MANAGEMENT
SCT will:
* Provide management, consultative, operations and administrative
support for Client's data network and operating environment;
* Manage and coordinate the transition of Client's data network
responsibilities from the Client to SCT;
* As part of the CSMP process, develop a new data communication
network design to encompass migration from the existing network
to the new network associated with upgraded PC/LAN components
and new hardware environment; and
* Acquire and implement the new network components consistent
with the availability of funds specified in the capital Hardware pool.
VII. PERFORMANCE MEASUREMENT CRITERIA AND REPORTING
For Client to measure SCT's performance, specific service components and
measurement criteria will he defined for the Systems in production. In conjunction
with the development of the CSMP, SCT will collect statistics on the current
baseline performance of the Systems in operation as of the Effective Date.
MONTHLY PERFORMANCE REVIEW
A formal monthly review of performance will he held between the SCT Director
and the Client Contract Administrator. SCT shall notify Client, as part of the
monthly review meeting, of any performance variances and actions planned to
address such variances. SCT shall not he responsible for variances from
performance measurements resulting from situations beyond the control of SCT. If
such variance is due to situations within the control of SCT, the SCT Director will
be required to provide an explanation of those variances and plans to bring those
criteria within the Performance Levels.
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931089
ANNUAL REVIEW
SCT will provide, as part of its Annual Report, an analysis of SCT's performance
against the measurement criteria set forth in this Part VII of Exhibit A. Client shall
notify SCT in writing, within ten (10) business days after the annual review
meeting, of any specific areas in which SCT's performance is inconsistent with the
report. If Client fails to so notify SCT of any inconsistencies within the ten (10)
business days, such performance will be deemed consistent with the report. If
Client so notifies SCT of any specific areas of inconsistency, SCT will have ten
(10) business days to formally respond to Client, either accepting Client's
objections or providing Client with additional information supporting SCT's
analysis. In any event, SCT shall not be responsible for variances from
performance measurements resulting from situations beyond the control of SCT.
By mutual agreement, these may be revised to reflect changes in relevant service
components and appropriate performance objectives. The Performance Goal
identified for each service component is that level of performance which SCT will
strive to attain. The Performance Level for each service component is that level of
performance which SCT should consistently provide, in all material respects, over
an extended period of time during the term of the Agreement. In addition to the
performance criteria set forth below, each AWP will include, as applicable,
standards, such as program schedules, against which SCT's performance of the
tasks identified therein can he measured.
Management
Timeliness of Status Reports: Status reports will he provided monthly and
annually. Formats of status reports will he mutually agreed to by the SCT Director
and the Client Contract Administrator.
Performance Goal: 100% within one day of schedule
Performance Level: 99% within one week of schedule
Production Services
Job Turnaround: Measures the timeliness for the processing of scheduled
production batch jobs.
Performance Goal: 95% within 24 hours
100% within 48 hours
Performance Level: 90% within 24 hours
99% within 72 hours
Production Processing: Measures the effectiveness of the job scheduling
mechanisms within the administrative production systems.
Performance Goal: 80% of all production jobs to he regularly scheduled.
Performance Level: 50% of all production jobs to he regularly scheduled.
Timeliness of Reports: Measures the timeliness of the delivery of centrally printed
production reports to the end user departments.
Performance Goal: 90% within 2 hours of scheduled delivery.
Performance Level: 90% within one business day.
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931089
Change Management: Measures the effectiveness of management in planning and
controlling changes to the production environment.
Performance Goal: 99% of changes to the production environment will be
processed and controlled through a formal Change
Management process.
Performance Level: 90% of changes to the production environment will be
processed and controlled through a formal Change
Management process.
Technical Services Support
Systems Software Currency: Measures the effectiveness of maintaining Systems
Software to appropriate levels of currency.
Performance Goal: Maintain all Systems Software components to within
two major vendor recommended releases of currency.
Performance Level: Maintain all Systems Software components to within
three major vendor recommended releases of currency.
Critical Problem Resolution: Measures the effectiveness in providing timely
responses to reported Systems Software problems which affect production system
availability, to the extent SCT receives support or resolution from the Systems
Software supplier.
Performance Goal: 95% of problems are resolved within 2 hours of the
receipt of the problem report.
99% of problems are resolved within 24 hours of the
problem report.
Performance Level: 90% of problems are resolved within 24 hours of the
receipt of the problem report.
99% of problems are resolved within 72 hours of the
problem report.
Non-Critical Problem Resolution: Measures the effectiveness in providing timely
responses to reported Systems Software problems which affect production system
performance or function but do not affect availability, to the extent SCT receives
support or resolution from the Systems Software supplier.
Performance Goal: 95% of problems are resolved within one week of the
receipt of the problem report.
99% of problems are resolved within 30 days of the
problem report.
Performance Level: 90% of problems are resolved within two weeks of the
receipt of the problem report.
95% of problems are resolved within 60 days of the
problem report.
Unscheduled Systems Software outages: Measures the overall effectiveness of the
change and problem management functions in limiting the frequency of production
system outages caused by Systems Software.
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931089
Performance Goal: Two or less unplanned outages per month.
Performance Level: Average less than three unplanned outages per month
during each contract year.
Application Software
Application Software Enhancements: Measures the effectiveness of completing and
implementing requested and approved enhancements to Application Software.
Performance Goal: 95% completed within the approved schedule once
final requirements have been approved.
Performance Level: 90% completed within 30 days of the approved
schedule once final requirements have been approved.
Application Software Maintenance: Measures the effectiveness of completing and
implementing required maintenance to the Application Software.
Performance Goal: 95% completed within the approved schedule once
final requirements have been approved.
Performance Level: 95% completed within two weeks of the required
schedule once final requirements have been approved.
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931089
FIGURE 1
INITIAL PROGRAM SCHEDULE
(Attached)
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Weld OnSite .4 October 21, 1993 16:35 38
931089
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931089
EXHIBIT B
SYSTEMS ENVIRONMENT
(Attached)
By not later than ninety (90) days after the Effective Date, SCT shall provide Client with an
updated Systems list which, upon Client's approval, shall be automatically deemed to have
amended this Exhibit B and thereby be incorporated fully into this Agreement, without
further action by either party.
Weld OnSite .4 October 21, 1993 16:35 39
931089
r
10/20/93 HARDWARE COUNTS 1
MODEL DESCRIPTION MFGR QTY
0
0129 CARDPUNCH IBM 1
02P500 ONS 400 BOX TYLINK 2
1025 PLOTTER CALCOMP 1
1191 TERMINAL MEMOREX 5
1200 BAUD MODEM HAYES 13
12X17 DIGITIZER KURTA 3
16+ DEFENDER II DIGITAL PATHWYS 1
200 KOMSTAR KODAK 1
2400 BAUD MODEM HAYES 20
2810 LAPTOP - NOTEBOOK P.C. COMPAQ 3
283A DECOLLATOR MOORE 1
3117 SCANNER IBM 1
3174-01L CONTROL UNIT IBM 2
3174-01R CONTROL UNIT IBM 1
3174-13R CONTROL UNIT IBM 2
3174-81R CONTROL UNIT IBM 1
3174-91R CONTROL UNIT IBM 1
3178 TERMINAL IBM 11
3191 TERMINAL IBM 48
3274-31A CONTROL UNIT IBM 1
3274-41A CONTROL UNIT IBM 1
3274-61C CONTROL UNIT IBM 1
3274-801 CONTROL UNIT IBM 2
3276 TERMINAL IBM 2
.3278 TERMINAL IBM 25
3287 PRINTER IBM 1
3290-220 TERMINAL IBM 5
3471-BG3 TERMINAL IBM 4
3472-6 TERMINAL - MASTER CONSOLE IBM 1
3505-B01 CARD READER IBM 2
3708-001 NETWORK CONVERSION UNIT IBM 1
371 TERMINAL LEE DATA 3
372 TERMINAL LEE DATA 4
3745-170 COMMUNICATION CONTROLLER IBM 1
386I MV TOWER CARTRIDGE DRIVE MOMENTUM SYSTEM 2
4019-E01 PRINTER IBM 20
4201-002 PROPRINTER IBM 1
4201-003 PROPRINTER IBM 1
4202-001 PROPRINTER XL IBM 1
4216-P22 PAGEPRINTER IBM 1
4245 PRINTER IBM 1
4480-M20 CARTRIDGE DRIVE CONTROLLER STK 1
4480-M22 CARTRIDGE DRIVE STK 2
4670 TAPE DRIVE STORAGETEK 1
475BG FICHE READER/PRINTER 3M/ADV. SYSTEMS 1
488 BURSTER MOORE 1
5150 PERSONAL COMPUTER IBM 5
5152-002 PRINTER IBM 1
5160 PERSONAL COMPUTER - XT IBM 28
931089
10/20/93 HARuWARE COUNTS 2
MODEL DESCRIPTION MFGR QTY
5162 PERSONAL COMPUTER - XT IBM 2
5210-G02 PRINTER IBM 1
5271 3270 PERSONAL COMPUTER - ALT. CONSOLE IBM 1
5501 LOBE ATTACH MODULE IBM 4
5812-010 MODEM IBM 2
6382-F30 425 SX/S VALUEPOINT P.C. IBM 4
6382-F50 425 SX/S VALUEPOINT P.C. IBM 3
6384-000 325T VALUEPOINT P.C. IBM 23
6384-C20 325T VALUEPOINT P.C. IBM 1
6384-M53 433DX VALUEPPOINT P.C. IBM 1
6384-W52 466DX2 VALUEPOINT P.C. IBM 1
6471F TERMINAL AT&T 1
7012-320 RISC 6000 IBM 1
7055-20 PERSONAL COMPUTER MEMOREX 4
7186 PERSONAL COMPUTER MEMOREX 1
7380-AJX DASD SUB SYSTEM HDS 2
7380-BJX DASD SUB SYSTEM HDS 1
7380-BK DASD SUB SYSTEM HDS 1
7475A COLOR GRAPHICS PLOTTER HP 3
7861-045 MODEM IBM 12
7980-002 QUAD PORT DASD CONTROLLER HDS 1
8000 OMR SCANNER DATA TERMINAL SCANTRON 1
8057 PERSONAL COMPUTER MEMOREX 2
8228 MULTISTATION ACCESS UNIT IBM 36
8230-001 CONTROLLED ACCESS UNIT IBM 3
8525-004 PS/2 MODEL 25 - P.C. IBM 2
8525-LO1 PS/2 MODEL 25 - P.C. IBM 144
8530-002 PS/2 MODEL 30 - P.C. IBM 1
8530-021 PS/2 MODEL 30 - P.C. IBM 8
8530-286 PS/2 MODEL 30 - P.C. IBM 2
8530-E01 PS/2 MODEL 30 - P.C. IBM 21
8530-E21 PS/2 MODEL 30 - P.C. IBM 13
8530-E31 PS/2 MODEL 30 - P.C. IBM 7
8530-E41 PS/2 MODEL 30 - P.C. IBM 2
8530-H02 PS/2 MODEL 30 - P.C. IBM 1
8535-040 PS/2 MODEL 35 - P.C. IBM 4
8535-043 PS/2 MODEL 35 - P.C. IBM 1
8550-021 PS/2 MODEL 50 - P.C. IBM 3
8550-031 PS/2 MODEL 50Z - P.C. IBM 1
8550-031Z PS/2 MODEL 50 - P.C. IBM 1
8550-061 PS/2 MODEL 50 - P.C. IBM 2
8550-061Z PS/2 MODEL 50 - P.C. IBM 4
8555-041 PS/2 MODEL 55 - P.C. IBM 4
8555-061 PS/2 MODEL 55 - P.C. IBM 2
8555-SX PS/2 MODEL 55 SX IBM 1
8560-041 PS/2 MODEL 60 - P.C. (W/2 40MB H.D. 'S) IBM 6
8560-071 PS/2 MODEL 60 - P.C. IBM 2
8570-081 PS/2 MODEL 70 - P.C. IBM 1
8570-161 PS/2 MODEL 70 - P.C. IBM 5
8580-081 PS/2 MODEL 80 - P.C. IBM 1
931089
10/20/93 HARDWARE COUNTS 3
MODEL DESCRIPTION MFGR QTY
8580-121 PS/2 MODEL 80 - P.C. IBM 1
8580-161 PS/2 MODEL 80 - P.C. IBM 1
8580-311 PS/2 MODEL 80 - P.C. IBM 1
8580-321 PS/2 MODEL 80 - P.C. IBM 1
8580-R31 PS/2 MODEL 80 - P.C. IBM 1
8595-OLF PS/2 MODEL 95 - P.C. IBM 1
9121-260 ES9000 CPU IBM 1
9228 EXTENDED DISTANCE MAU ANDREW 1
95480 DIGITIZER CALCOMP 1
9600 BAUD MODEM PRAC.PERIPHERAL 1
9751 NEWBRIDGE CHANNEL BANK JLV 1
DESKJET PRINTER HP 2
DFP-3 MV MODEM GENERAL DATACOM 1
DSKPRO 286 PERSONAL COMPUTER COMPAQ 1
FX-100 PRINTER EPSON 3
FX-1050 PRINTER EPSON 44
FX-1170 PRINTER EPSON 2
FX-185 PRINTER EPSON 2
FX-286 PRINTER EPSON 5
FX-286E PRINTER EPSON 8
FX-80 PRINTER EPSON 1
FX-850 PRINTER EPSON 9
FX-86E PRINTER EPSON 5
FX-870 PRINTER EPSON 1
KX-P2180 PRINTER PANASONIC 1
LASERJET4 PRINTER HP 2
LASERJETII PRINTER HP 5
LASRJETIIP PRINTER HP 2
LQ-2550 PRINTER EPSON 2
LQ-870 PRINTER IBM 1
LTE LITE20 LAPTOP COMPAQ 1
LTE MOD 20 LAPTOP COMPAQ 7
LTE MOD120 LAPTOP COMPAQ 3
LX-80 PRINTER EPSON 1
LX-86 PRINTER EPSON 1
M1000L CARD READER DOCUMATION 4
MT661 MV PRINTER TALLY 1
NCR PERSONAL COMPUTER NCR 1
NEC PERSONAL COMPUTER NEC 1
OP47 DUPLICATOR ADV. SYSTEMS 1
QA-50 LCD PROJECTION PANEL SHARP 1
ULTR.SL/20 LAPTOP NEC 1
UP-5000 COLOR PRINTER SONY 1
UP-5100 COLOR PRINTER SONY 1
ZFL-181-93 LAPTOP ZENITH 1
ZFL-184-01 LAPTOP ZENITH 2
931089
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21-Oct-93 EXHIBIT B: ACTIVE APPLICATIONS SUPPORT' 1
DEPARTMENT APPLICATION SYSTEM
ALL DEPARTMENTS:
OFFICE AUTOMATION SYSTEMS
ACCOUNTING:
ACCOUNTS PAYABLE SYSTEM
A/R SYSTEM
FINANCIAL REPORT SYSTEM
FIXED ASSETS SYSTEM
FUEL MANAGEMENT SYSTEM
GENERAL LEDGER SYSTEM
GRANT ACCOUNTING SYSTEM
OUTSTANDING WARRANTS SYSTEM
PAYROLL SYSTEM
PROJECT COST ACCOUNTING SYSTEM
AMBULANCE:
ACCOUNTS RECEIVABLE SYSTEM
TIBURON INTERFACE REPORTING SYSTEM
ASSESSOR:
All SYSTEM
MICROSOLVE SYSTEM
PROTEST TRACKING SYSTEM
WORKLOAD TRACKING SYSTEM
BUILDINGS &GROUNDS:
EQUIPMENT/ENERGY MANAGEMENT SYSTEM
INVENTORY MANAGEMENT SYSTEM
JOHNSON CONTROL ENERGY MANAGEMENT SYSTEM
COUNTY ATTORNEY:
OFFICE MGMT SYSTEM
COMMUNICATIONS:
RADIO NETWORK MANAGEMENT SYSTEM
CARS SYSTEM
COMPUTER SERVICES:
CHANGE REQUEST SYSTEM
KIS DATA ENTRY SYSTEM
MIS/BILLING SYSTEM
CORONER:
CASE TRACKING SYSTEM
CLERK TO THE BOARD:
CLERK TO THE BOARD INDEX SYSTEM
PROTEST TRACKING SYSTEM
• System currently being transitioned to Tiburon by 12/31/93 approximately "Social Services to be transferred to State by 12981089
21-Oct-93 EXHIBIT B: ACTIVE APPLICATIONS SUPPORT 2
'DEPARTMENT ]APPLICATION SYSTEM
DISTRICT ATTORNEY:
COURT CASE TRACKING SYSTEM
ELECTIONS:
TEAMWORK ELECTION PROCESSING SYSTEM
VOTER REGISTRATION SYSTEM
ENGINEERING:
GIS SYSTEM
PAVEMENT MANAGEMENT SYSTEM
ROAD INVENTORY SYSTEM
TRAFFIC ACCIDENT DATABASE SYSTEM
EXTENSION:
4-H ENROLLMENT SYSTEM
WEED AND PEST SYSTEM
FINANCE:
PRINTING AND SUPPLY BILLING SYSTEM
HOUSING AUTHORITY:
DESIGN CAD SYSTEM
HEALTH DEPARTMENT:
CLIENT TRACKING SYSTEM
DAILY OPERATING REPORTS SYSTEM
EPI INFO SYSTEM
FOOD LICENSING SYSTEM
INSPECTION SCHEDULING SYSTEM
LAB/MICROPLATE SYSTEM
SEPTIC PERMITS SYSTEM
TB DATABASE SYSTEM
VITAL STATISTICS SYSTEM
WATER QUALITY SYSTEM
HUMAN RESOURCES:
AREA AGENCY ON AGEING SYSTEM
HEAD START SYSTEM
JOSTEN'S TRAINING SYSTEM
MINI BUS SYSTEM
SUPPLEMENTAL FOODS SYSTEM
MOTOR VEHICLES:
DAILY STATEMENT OF BUSINESS SYSTEM
MOTOR VEHICLE SYSTEM
• System currently being transitioned to Tiburon by 12/31/93 approximately "'Social Services to be transferred to State by 1931089
21-Oct-93 EXHIBIT B: ACTIVE APPLICATIONS SUPPORT 4
IDEPARTMENT 'APPLICATION SYSTEM I
OUTSIDE USERS
AIRPORT
* CITY OF EVANS POLICE DEPT
MILLIKEN POLICE DEPT
OUTSIDE REPORTS
TRI-CITY BOARD OF REALTORS
UNC
WELD LIBRARY DISTRICT
' System currently being transitioned to Tiburon by 12/31/93 approximately "Social Services to be transferred to State by 12/3fDSSf 10W
21-Oct-83 EXHIBIT B: ACTIVE APPLICATIONS SUPPORT 3
DEPARTMENT !APPLICATION SYSTEM
PBX:
BILLING SYSTEM
MICROCALL SYSTEM
PERSONNEL:
PERSONNEL SYSTEM
TRAINING CENTER SYSTEM
PLANNING:
BUILDING PERMITS SYSTEM
PURCHASING:
PURCHASING SYSTEM
RECORDING:
RECORDING SYSTEM
SHERIFF:
CRIME LAB SYSTEM
EMERGENCY INFO COLLECTION/RETRIEVAL SYSTEM
INMATE EDUCATION SYSTEM
MUGSHOT SYSTEM
SPECIAL PROJECTS (TASK FORCE) SYSTEM
* 10-4 SYSTEM
* CIVIL SYSTEM
* COMMISARY ACCOUNTING SYSTEM
SOCIAL SERVICES:
** AUTOMATED CASH LOG SYSTEM
** A/R SYSTEM
** CLIENT TRACKING SYSTEM
** COIN SYSTEM
** GENERAL LEDGER SYSTEM
"* IV-D SYSTEM
** LEGAL CASE TRACKING SYSTEM
** PAYROLL/PERSONNEL SYSTEM
TREASURER:
ATI SYSTEM
BOOKKEEPING SYSTEM
USEFUL PUBLIC SERVICE:
CASE TRACKING SYSTEM
System currently being transitioned to Tiburon by 12/31/83 approximately " Social Services to be transferred to Slate b 2J 1 5
EXHIBIT C
PAYMENT SCHEDULE
(Attached)
Weld OnSite .4 October 21, 1993 16:35 4I
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931089
EXHIBIT D
ACCELERATED DEFERRAL AMOUNTS
DATE AMOUNT
October 25, 1993 -0-
December 31, 1993 $44,300
December 31, 1994 $385,300
December 31, 1995 $966,300
December 31, 1996 $975,000
December 31, 1997 $880,200
December 31, 1998 $760,100
December 31, 1999 $631,100
December 31, 2000 $493,700
December 31, 2001 $348,300
December 31, 2002 $182,800
December 31, 2003 -0-
The Accelerated Deferral Amount will he prorated to the effective date of termination as
otherwise set forth in the Agreement.
Weld OnSite .4 October 21, 1993 16:35 43
931089
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