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SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT is made and entered into effective the 254'h day of October 2018
("Effective Date"), by and between the CITY OF FRESNO, a California municipal corporation
("City" or "Licensee"), and INFOR (US), INC. a Delaware corporation ("Infor").
RECITALS
WHEREAS, City desires to obtain Infor Enterprise Asset Management (EAM)
Implementation services for the Department of Public Utilities and Department of Public Works
(Project); and
WHEREAS, Infor is engaged in the business of furnishing such services as a provider
and implementer of EAM enterprise software and hereby represents that it desires to and is
professionally and legally capable of performing the services called for by this Agreement; and
WHEREAS, Infor acknowledges that this Agreement is subject to the requirements of
Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its Public Utilities Director
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties, it is
mutually agreed as follows:
1. Scope of Services. Infor shall perform the Services described in Exhibit A-1,
including all work incidental to, or necessary to perform, such Services even though not
specifically described in Exhibit A-1, together with the Infor Software Services Agreement ("Infor
SSA") as amended and mutually agreed to by the parties herein, Exhibit A-2, provided that any
conflict between the body of this Agreement and any Exhibit shall be resolved such that terms set
forth in the body of this Agreement controls.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above, the Effective Date and shall continue in full force and effect
through 36(thirty-six)months from the Effective Date[End Date]subject to any earlier termination
in accordance with this Agreement. The services of Infor as described in Exhibit A-1 are to
commence upon the Effective Date and shall be completed in a sequence assuring expeditious
completion, but in any event, all such services shall be completed prior to expiration of this
Agreement and in accordance with any performance schedule set forth in Exhibit A-1.
3. Compensation.
(a) Infor's sole compensation for all Services required or rendered pursuant
to this Agreement shall be a total fee not to exceed $1,483,294.00, paid on the basis of the rates
set forth in the schedule of fees and expenses contained in Exhibit A-1. Such fee includes all
expenses incurred by Infor in performance of the Services.
(b) The parties may modify this Agreement to increase or decrease the scope
of Services or provide for the rendition of services not required by this Agreement, which
modification shall include an adjustment to Infor's compensation. Any change in the scope of
Services must be made by written amendment to the Agreement signed by an authorized
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representative for each party. Infor shall not be entitled to any additional compensation if services
are performed prior to a signed written amendment.
4. Termination, Remedies, and Force MaieLrre.
(a) This Agreement shall terminate without any liability of City to Infor upon
the earlier of: (i) Infor's filing for protection under the federal bankruptcy laws, or any bankruptcy
petition or petition for receiver commenced by a third party against Infor; or(ii) 7 calendar days
prior written notice with or without cause by City to Infor; or(iii) City's non-appropriation of funds
sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or(iv) expiration of this Agreement.
(b) Promptly upon any termination or expiration of this Agreement, Infor shall
(i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to
cease work; and(iii)return to City any and all unearned payments and all properties and materials
in the possession of Infor that are owned by City. Subject to the terms of this Agreement, Infor
shall be paid compensation for Services performed prior to the effective date of termination. Infor
shall not be paid for any work or Services performed or costs incurred which reasonably could
have been avoided.
(c) In no event shall any payment by City pursuant to this Agreement
constitute a waiver by City of any breach of this Agreement which may then exist on the part of
Infor, nor shall such payment impair or prejudice any remedy available to City with respect to the
breach.
(d) Upon any breach of this Agreement by Infor, City may(i) exercise any right,
remedy(in contract, law or equity), or privilege which may be available to it under applicable laws
of the State of California or any other applicable law; (ii) proceed by appropriate court action to
enforce the terms of the Agreement. If it is determined that City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) Infor shall provide City with adequate written assurances of future
performance, upon Administrator's request, in the event Infor fails to comply with any terms or
conditions of this Agreement.
(f) Infor shall be liable for default unless nonperformance is caused by an
occurrence beyond the reasonable control of Infor and without its fault or negligence such as,
acts of God or the public enemy, acts of City in its contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Infor
shall notify Administrator in writing as soon as it is reasonably possible after the commencement
of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give written notice to
Administrator of the cessation of such occurrence.
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5. Confidential Information and Ownership of Documents.
(a) During the term of this Agreement, and thereafter, Infor shall not, without
the prior written consent of City, disclose to anyone any City Confidential Information. The term
Confidential Information for the purposes of this Agreement shall include all proprietary and
confidential information of City, including but not limited to business plans, marketing plans,
financial information, materials, compilations, documents, instruments, models, source or object
codes and other information disclosed or submitted, orally, in writing, or by any other medium or
media. All Confidential Information shall be and remain confidential and proprietary to City.
(b) If Infor should subcontract all or any portion of the services to be performed
under this Agreement, Infor shall cause each subcontractor to also comply with the requirements
of this Section 5.
(c) This Section 5 shall survive expiration or termination of this Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as Infor represents to City that Infor and its subcontractors, if any,
are skilled in the profession and shall perform in accordance with the standards of said industry
necessary to perform the Services agreed to be done by it under this Agreement, City relies upon
the skill of Infor and its subcontractors, if any, to do and perform such Services in a skillful manner
and Infor agrees to thus perform the Services and require the same of any subcontractors.
Therefore, any acceptance of such Services by City shall not operate as a release of Infor or any
subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, Infor shall indemnify, hold
harmless and defend City and each of its officers, officials, employees, agents, and volunteers
from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any time and
property damage), and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the
gross negligence, recklessness or willful misconduct of Infor, its principals, officers, employees,
agents, or volunteers in the performance of this Agreement.
If Infor should subcontract all or any portion of the Services to be performed under this
Agreement, Infor shall require each subcontractor to indemnify, hold harmless and defend City
and each of its officers, officials, employees, agents, and volunteers in accordance with the terms
of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, Infor shall pay for and maintain in
full force and effect all insurance as required in Exhibit B, which is incorporated into and part of
this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance
Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's
Insurance Rating Guide, or(ii) as may be authorized in writing by City's Risk Manager or designee
at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B
shall maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to City, its officers, officials, employees, agents, and volunteers as
additional insureds, shall be the greater of the minimum limits specified therein or the full limit of
any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, Infor or
any of its subcontractors fail to maintain any required insurance in full force and effect, all Services
and work under this Agreement shall be discontinued immediately, and all payments due or that
become due to Infor shall be withheld until notice is received by City that the required insurance
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has been restored to full force and effect and that the premiums therefore have been paid for a
period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause
for City to terminate this Agreement. No action taken by City pursuant to this section shall in any
way relieve Infor of its responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include notification received by City that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the insurer is
insolvent.
(c) The fact that insurance is obtained by Infor shall not be deemed to release
or diminish the liability of Infor, including liability under the indemnity provisions of this Agreement.
The duty to indemnify City shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Infor. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the liability of Infor, its principals, officers,
agents, employees, or persons under the supervision of Infor, vendors, suppliers, invitees,
consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of
them.
(d) Upon request of City, Infor shall immediately furnish City with a copy of the
Certificate of Insurance and any applicable endorsements required under this Agreement. This
requirement shall survive expiration or termination of this Agreement.
(e) If Infor should subcontract all or any portion of the Services to be performed
under this Agreement, Infor shall require each subcontractor/sub-consultant to provide insurance
protection, as an additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except that any required
certificates and applicable endorsements shall be on file with Infor and City prior to the
commencement of any services by the subcontractor. Infor and any subcontractor/sub-
consultant shall establish additional insured status for City, its officers, officials, employees,
agents, and volunteers.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to City's execution of this Agreement, Infor shall complete a City of
Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the
term of this Agreement, Infor shall have the obligation and duty to immediately notify City in writing
of any change to the information provided by Infor in such statement.
(b) Infor shall comply, and require its subcontractors to comply, with all
applicable (i) professional canons and requirements governing avoidance of impermissible client
conflicts; and (ii)federal, state and local conflict of interest laws and regulations including, without
limitation, California Government Code Section 1090 et. seq., the California Political Reform Act
(California Government Code Section 87100 et. seq.) and the regulations of the Fair Political
Practices Commission concerning disclosure and disqualification (2 California Code of
Regulations Section 18700 et. seq.). At any time, upon written request of City, Infor shall provide
a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry,
Infor and the respective subcontractor(s)are in full compliance with all laws and regulations. Infor
shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a
conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of
interest, Infor shall immediately notify City of these facts in writing.
(c) In performing the work or Services to be provided hereunder, Infor shall
not employ or retain the services of any person while such person either is employed by City or
is a member of any City council, commission, board, committee, or similar City body. This
requirement may be waived in writing by the City Manager, if no actual or potential conflict is
involved.
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(d) Infor represents and warrants that it has not paid or agreed to pay any
compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or
any rights/benefits hereunder.
(e) Infor and any of its subcontractors shall have no interest, direct or indirect,
in any other contract with a third party in connection with this project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by the City Manager, in
advance and in writing. Notwithstanding any approval given by the City Manager under this
provision, Infor shall remain responsible for complying with Section 9(a), above.
(f) If Infor should subcontract all or any portion of the work to be performed or
Services to be provided under this Agreement, Infor shall include the provisions of this Section 9
in each subcontract and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided for, shall be effective
only if signed by the Administrator or designee.
(b) In addition, all books, documents, papers, and records of Infor pertaining
to the project shall be available for the purpose of making audits, examinations, excerpts, and
transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other
action is commenced before the expiration of said time period, all records shall be retained and
made available to City until such action is resolved, or until the end of said time period whichever
shall later occur. If Infor should subcontract all or any portion of the services to be performed
under this Agreement, Infor shall cause each subcontractor to also comply with the requirements
of this paragraph. This Section 10(b) shall survive expiration or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Infor shall have provided
evidence to City that Infor is licensed to perform the Services called for by this Agreement(or that
no license is required). If Infor should subcontract all or any portion of the work or services to be
performed under this Agreement, Infor shall require each subcontractor to provide evidence to
City that subcontractor is licensed to perform the services called for by this Agreement(or that no
license is required) before beginning work.
11. Nondiscrimination. To the extent required by controlling federal, state and local
law, Infor shall not employ discriminatory practices in the provision of services, employment of
personnel, or in any other respect on the basis of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the
foregoing and during the performance of this Agreement, Infor agrees as follows:
(a) Infor will comply with all applicable laws and regulations providing that no
person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity,status as a disabled veteran or veteran of the Vietnam era be excluded from participation
in, be denied the benefits of, or be subject to discrimination under any program or activity made
possible by or resulting from this Agreement.
(b) Infor will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status
as a disabled veteran or veteran of the Vietnam era. Infor shall ensure that applicants are
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employed, and the employees are treated during employment, without regard to their race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. Such requirement shall apply to Infor's employment practices
including, but not be limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. Infor agrees to post in
conspicuous places, available to employees and applicants for employment, notices setting forth
the provision of this nondiscrimination clause.
(c) Infor will, in all solicitations or advertisements for employees placed by or
on behalf of Infor in pursuit hereof, state that all qualified applicants will receive consideration for
employment without regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) Infor will send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a notice advising such
labor union or workers' representatives of Infor's commitment under this section and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If Infor should subcontract all or any portion of the Services to be performed
under this Agreement, Infor shall cause each subcontractor to also comply with the requirements
of this Section 11.
12. Independent Contractor.
(a) In the furnishing of the Services provided for herein, Infor is acting solely
as an independent contractor. Neither Infor, nor any of its officers, agents, or employees shall be
deemed an officer, agent, employee,joint venturer, partner or associate of City for any purpose.
City shall have no right to control or supervise or direct the manner or method by which Infor shall
perform its work and functions. However, City shall retain the right to administer this Agreement
so as to verify that Infor is performing its obligations in accordance with the terms and conditions
thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Infor and City. Infor shall have no authority to bind City absent City's express written consent.
Except to the extent otherwise provided in this Agreement, Infor shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Infor and its officers,
agents, and employees shall have absolutely no right to employment rights and benefits available
to City employees. Infor shall be solely liable and responsible for all payroll and tax withholding
and for providing to, or on behalf of, its employees all employee benefits including, without
limitation, health, welfare and retirement benefits. In addition, together with its other obligations
under this Agreement, Infor shall be solely responsible, indemnify,defend and save City harmless
from all matters relating to employment and tax withholding for and payment of Infor's employees,
including, without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws and regulations
governing matters of employee withholding, taxes and payment; and (ii) any claim of right or
interest in City employment benefits, entitlements, programs and/or funds offered employees of
City whether arising by reason of any common law, de facto, leased, or co- employee rights or
other theory. It is acknowledged that during the term of this Agreement, Infor may be providing
services to others unrelated to City or to this Agreement.
13. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally,
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transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States
registered or certified mail, with postage prepaid, return receipt requested, addressed to the party
to which notice is to be given at the party's address set forth on the signature page of this
Agreement or at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall be deemed
sufficiently served or given at the time of the mailing thereof.
14. Binding. Subject to Section 15, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective
heirs, successors, assigns, transferees, agents, servants, employees and representatives.
15. Compliance With Law. In providing the Services required under this Agreement,
Infor shall at all times comply with all applicable laws of the United States, the State of California
and City, and with all applicable regulations promulgated by federal, state, regional, or local
administrative and regulatory agencies, now in force and as they may be enacted, issued, or
amended during the term of this Agreement.
16. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either
the same or a different provision of this Agreement. No provisions of this Agreement may be
waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision
herein shall not be deemed to be a waiver of any other provision herein.
17. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding, however, any
conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the
filing of any action regarding the enforcement or interpretation of this Agreement and any rights
and duties hereunder shall be Fresno County, California.
18. Headinqs. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Agreement.
19. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
20. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this Agreement be
found to be ambiguous in any way, such ambiguity shall not be resolved by construing this
Agreement in favor of or against either party, but rather by construing the terms in accordance
with their generally accepted meaning.
21. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
22. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within the
Exhibit or Attachment.
23. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
24. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in the preamble of
this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not
intended that any rights or interests in this Agreement benefit or flow to the interest of any third
parties.
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25. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire and integrated
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may be
modified only by written instrument duly authorized and executed by both City and Infor.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO, INFOR (US), INC.,
a California municipal corporation a Del are corporation
By: ` By:
Michael Carbajal, Di0fictor
Department of Public Utilities Name: IOrdanO
APPROVED AS TO FORM: Title: i� P ' G-,-.% ocr3! CoLlnsel
DOUGLAS T. SLOAN (If corporation or LL , oard
City Attorney Chair, Pres. or Vice Pres.)
By.
manda Freeman Date
Senior Deputy City Attorney By: -
Name: .� �
ATTEST: y5 crte-
YVONNE SPENCE Title: carr
City Clerk, CRM MMC (If corporation or LLC, CFO, Treasurer,
Secretary or Assistant Secretary)
By: (;",.,
Deputy
Addresses:
CITY:
City of Fresno INFOR:
Attention: John Turnipseed, Project Infer Inc.
Manager Attenttion:ion: Lindsay Pritchard,
Wastewater Management Division Associate General Counsel
5607 W. Jensen Ave 380 St. Peter Street
Fresno, CA 93706 St. Paul, MN 55102
Phone: (559) 621-5295 Phone: (651) 767-7000
FAX: (559) 457-1595 FAX: (651) 767-4927
Attachments:
1. Exhibit A-1-Scope of Services and Exhibit A-2 Infor Software Services Agreement
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
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EXHIBIT A-1
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Infor (US), Inc.
Infor Enterprise Asset Management (EAM) Implementation Services Only
PROJECT TITLE
5.0. Project Initiation —Assessment of Current City Processes
Kickoff meeting with City Leadership and Project Teams to conduct preliminary high level
interviews to formalize project team structure, project team roles, and work structure breakdown.
5.1. Infor EAM, Version 11.3(or higher) Software System
Infor EAM is to be installed and operated under the following conditions:
■ Licensee will operate Infor EAM with in its in-house data center
• Licensee will own the software and hardware licenses
• Licensee will work with Infor to implement the steps necessary to move onto the new Infor
EAM system
• Product configuration rather than product modification will take precedence
• Licensee will consider altering its business processes to fit the new workflows instead of
implementing custom software
License Software Scope Assumptions and Licensee Obligations
Any software licenses required for this project will need to be purchased separately by the Licensee
and are covered by a separate Software License Agreement. All Licensed Software is subject to
the terms of the License Agreement and nothing herein shall serve to modify such terms or
expand the scope of the license granted thereunder.
Unless otherwise agreed to herein, Infor will install the production release version of the Licensed
Software. This Exhibit does not include performing any upgrades to the installed Licensed
Software.
Logging incidents with Infor Support, as well as the application of fixes or patches that are made
available by Infor Support, are the responsibility of the Licensee, and therefore the effort
associated with these activities has not been included in Infor's estimates and scope of work.
The installation of Licensed Software will be done during regular Licensee business hours.
For the applications installed on Licensee hardware, Infor will install the Licensed Software in three
(3) environments; DEV, QA and PROD. Infor assumes that Licensee will provide resources for
knowledge transfer who, in turn, could support incremental future installations, where applicable.
Infor will be granted VPN access to perform technical tasks remotely.
5.2. Inventory Management System
Infor EAM will be used for Materials and Procurement Management within the Water Division's
warehouse and Tool Repair Shop.
Sewer Collections will be utilizing the WMD warehouse for inventory which is currently using EAM
and will not require integration.
• Licensee will use the inventory management system for the following:
Infor Software Services Agreement(US Dec 2013) Page 10
o Materials Management-Determine correct stocking levels to provide an acceptable service
level of parts and supplies to meet anticipated demand from maintenance. Minimize the
working capital invested in stocked parts and supplies, and automate storage room
management, purchase requisitioning, goods receipts and returns, parts repair, and record-
keeping.
o Procurement Management - Manage every aspect of the purchasing cycle from requisition
creation, approvals, supplier selection, purchase order placement, and goods receipt
through invoice matching. Ensure the selection of qualified suppliers and obtain the best
price and delivery terms.
Infor will provide guidance and recommendations for the barcode scanners and barcode printers to be
used by Licensee. Barcode scanners and printers must be procured by Licensee and such
procurement is outside the scope of these services. The implementation approach will address the fact
that barcode scanners can be used for Inventory Management,Asset Tracking, Inventory Counts, Price
and Quantity verification and Picking and Receiving of Parts and materials.
5.3. Migrate and Configure Sewer Operations
Infor will provide Services for the migration of static data
Convert existing asset information, including asset history from Hansen, version 7 to EAM
• Integrate EAM GIS module for work order creation and asset information and history
• Integrate to FresGo mobile application
• Set up EAM mobile application
5.4. Migrate and Configure Environmental Services Operations at the WMD
Infor will provide Services for the migration of static data
■ Convert existing Monitoring Sampling Data, permit information, lab results.
• Create chain of custody documents, Environmental Control Reports, and Purge Data Sheets
• Much of this information is or can be converted into Excel.
5.5. Implement New Water Division Distribution Operations
• The Water Division does not currently have a mature maintenance management system in
place.
■ No data migration will be needed.
■ Set up EAM mobile application
5.6. Migrate and Configure Streets and Landscape Maintenance
Infor will provide Services for the migration of static data
• Convert existing asset information, including asset history from Hansen, version 7 to EAM
• Integrate to GIS module within EAM for work order creation and asset information
• Integrate to FresGo mobile application
■ Set up EAM mobile application
5.7. System Implementation Plan
Infor shall prepare a System Implementation Plan that includes a detailed description of the
following:
11
5.7.1 Project Management Plan — Infor will submit a detailed plan showing how the project will
be managed including key project team members in addition to the Project Manager. This plan will
include any requirements that Infor has for Licensee or any expectations of Licensee Staff that is
necessary to complete the system implementation.
5.7.2 System Implementation Schedule — Infor will submit a detailed System Implementation
Schedule. Infor shall provide a short narrative of each task as it relates to the project, including
tasks that Infor expects Licensee to perform. A final System Implementation Plan will be mutually
agreed between Infor and Licensee.
5.7.3 Data Security Plan — Infor will submit a data security plan to ensure that Licensee's data
or software systems will not be compromised during the implementation of this project.
5.7.4 Master Test Plan—Infor will certify, in writing, to Licensee that the software is installed and
ready for testing (Go-Live). Licensee will have 90 days to notify Infor, in writing, of any specific
deficiencies or issues with the system and will expect a resolution within 30 days of disclosure of
the deficiency. Licensee will expect Infor to perform the following test. A resolution can be that a
product update could resolve the issue or licensee could receive notification that the issue has
been escalated. The Master Test Plan will be a compilation of two documents;the Integration Test
Plan, and the Regression Test Plan:
➢
Integration Test Plan - a description of how the system will be tested. It is to contain a
checklist of all functions and their desired results. In any available case, test data
should be described with the desired result, so that testing can verify that calculations
and data manipulations are producing the desired results. This list will be used for
functional testing of the system by Licensee.
➢ Regression Test Pian -will be used if the project requires there to be modifications to
any system already in-use by Licensee. Regression Testing must ensure that the
changes to any affected systems do not impact the daily work of those that use them.
The Regression Test Plan must be well defined and have to reach out to any User
Group that interacts with the modified system
5.7.5 Data Migration Plan —Licensee requires the services of Infor to extract data from existing
data files in Hansen v7. Infor EAM must also integrate with Licensee 's PeopleSoft Financial
Reporting System and "FresGo" service request mobile app. Infor will be required to submit a plan
for migrating data from Licensee's legacy systems into the new Infor EAM system. This plan should
include timeframe, method of migration, recovery plan and data validation process. Licensee will
provide all necessary information and asset data to Infor for purposes of data migration.
Data Migration and Conversion Assumptions and Licensee Obligations
Infor will conduct a data migration workshop which validates conversion scope and introduces
Licensee to the various standard approaches used to convert data into an Infor database.
Infor will develop, manage and execute a plan for the conversion work that will meet the milestones
of the Project plan.
Infor is responsible for conversion activities with Licensee providing SMEs and support as needed,
and this includes but is not limited to the following:
Extracting and cleansing legacy data, and transforming/mapping into prescribed formats provided
by Infor.
Designing and building any conversion programs that may be required.
Converting data into the Infor system.
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Reconciling and validating converted data, and correcting and reloading data with errors.
5.7.6 Change Management Procedure—The Infor will submit Change Management Procedures
to Licensee that will describe the process Infor will follow in the event there is a change that will
adversely impact the project.
5.7.7 Training/Education Plan - Infor must provide a training plan for Infor EAM, The plan must
include user group levels, course duration, course description and any course prerequisites.
Proposed training costs should include the costs of onsite training that include hands-on classes.
Infor will provide "Train the Trainer," "End User" and "Systems Training."
Licensee is interested in a level of training that includes familiarity with the software solution at
the onset of the project, involvement of users throughout the configuration and final training near
the conclusion of the implementation and prior to the "go live" date.
All training will be conducted within the City. Similar training can be combined among Department
of Public Utilities (DPU) and Department of Public Works(DPW)to minimize the amount of training
hours that will be needed.
The End User Adoption and Training tasks, work products and events identified below are within
the Project scope.
Infor will staff a Principal Training Lead during the Elaboration Phase with responsibility for key end-user
training strategy/approach work products and activities listed below:
Training Program Principal Resource will be responsible for the overall training program
Management (staff, deliverables, project plan, etc.), training material quality
(Training Lead) assurance, and driving training success factors through the PMO and
Project Sponsors.
Training Needs This work product provides an assessment of the targeted users,
Assessment, learning culture, existing learning practices, learning infrastructure, and
Strategy&Approach impacted business processes and systems to formulate an overall
Training Strategy. This also includes the Training Program's overall
approach, assessment/evaluation approach, team organization,
timelines, goals/objectives, and critical success factors. Infor will lead
this effort with contribution from Licensee.
High-level Curriculum This work product provides the End-user Training Curriculum detailing
the courses, high level topics, participant groups, and course length
and delivery format. Infor will lead this effort with contribution from
Licensee.
Training Material These work products detail the overall courseware standards for the
Standards, training effort and includes details on the development process, e.g.
Prototypes, and storage, file naming, development process and sign-off, etc. The
Templates Prototypes and templates represent the tools and look and feel for
which the courseware will be developed. Infor will lead this effort with
contribution from Licensee.
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Training Environment This work product provides the approach and plan for the establishment
Approach & Plan and sustainability of the Training Environment. It outlines the overall
approach, timelines, roles/responsibilities, and covers critical topics
such as user administration and security, data conversions, refresh
schedules,freeze points, and back-ups. Infor will lead this effort with
contribution from Licensee.
Detailed Course For each course identified in the High Level Curriculum, a
Designs& Course Detailed Course Design work product will provide performance
Material objectives, detailed course module and activity outlines, delivery
Development - medium, duration, targeted audience, and assessment and
Instructor-led evaluation approaches.
material only
Based on signed-off Detailed Course Design, training course
material work products will be developed to support instructor-
led training delivery for each in-scope course. Course
components may include: Instructor Guide, Participant Guide,
Instructor/Concept Slides, Demonstrations, Exercises, Quick
Reference Guides, and Course Evaluations. This will also
include the activities to data load and test demonstrations and
exercises in a Licensee provided training environment. Infor
and Licensee will jointly lead these efforts.
Relevant Assumptions:
Infor estimates the scope to consist of training materials to
support up to 4 days of instructor-led training content, 32
Hands-on exercises, 3 Job Aids(one per agency)and 40 hours
of Train the Trainer workshop. This will be validated during the
Training This work product provides a plan to address the activities and
Deployment (Roll- preparations that must occur for a successful training delivery.
out) Plan Topics in the deliverable include trainer preparation and
communications, printing and distribution, training room
preparations, course enrollment and scheduling, and training
Train-the- This activity includes the creation and delivery of a Train-the-
Trainer Trainer workshop that will introduce trainers to the Training
Program Program, course components, and provide coaching and labs
for developing facilitation skills. Additionally, this will include the
activities for a course review, and dry run session for Infor
Training Delivery These activities entail the preparation for and delivery of the
Project developed courses to end-users in a classroom or
virtual setting.
Licensee will be responsible for this effort.
Relevant Assumptions:
• Licensee will be responsible for providing trainers to deliver
all end- user training sessions.
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End User Training Assumptions and Licensee Obligations
• Licensee will provide a Training Lead to co-design the training solution with Infor
Training Lead. Licensee Training Lead should start in the Elaboration phase of Phase
1 and be available for the project duration.
• Training deliverables will be prepared and delivered in American English only. Infor
has the capability for language translation but it is not included in the price. Infor will
scope and provide pricing upon request.
• Infor developed course materials will be developed using Microsoft Word, PowerPoint,
and Excel. Simulations will be developed using industry standard solutions, or another
agreed upon tool. e-Learning will be developed using an agreed-upon tool such as
Articulate Storyline or Captivate.
• Licensee is responsible for obtaining agreed upon tool(s)to be used in the
development of training material and organizing training from Infor on the tool for
Licensee resources.
Licensee is responsible for providing and maintaining a web-server to host training
materials and simulations, if desired.
• Licensee is responsible for providing Business Area Subject Matter Experts to provide
guidance/knowledge for the development of course material, and to participate in
course material review cycles. Infor assumes a single review cycle and three-day
turnaround for all training material reviews unless otherwise agreed to by the Infor and
Licensee Project Managers.
• Licensee is responsible for all Training Delivery logistics. This is to include, but not
limited to, enrolling and scheduling of trainees and trainers, printing and shipping of
course materials, and obtainment and preparation of training facilities.
• Licensee will be responsible for providing and supporting a training environment to be
used in the development of training materials and to deliver end-user training. During
training delivery this environment will be used to support demonstrations and
exercises. Licensee will be responsible for providing an environment that contains
base data to support demonstrations and exercises. Security and administration of
user IDs will be a Licensee responsibility for all relevant users (e.g., students, trainers,
content publishers, systems administrators, etc.).
• The ability of Infor to complete the training project deliverables on time is dependent
on Licensee schedules and staff availability. Therefore, any schedule changes or staff
availability by Licensee may result in a corresponding change of the deadline by which
associated Infor deliverables will be due. Infor will notify Licensee of potential schedule
changes when they become apparent and the parties will mutually agree to any
change in the schedule and/or costs.
■ For private, Licensee-site training, Licensee will provide training accommodations and
facilities including a computer work station for every attendee, a computer workstation
for the instructor, internet access on all workstations to access Infor training
environment(when applicable) and/or the Licensee environment(when applicable),
printer access from each workstation, white board and flip-chart with markers, and a
computer projector.
Project Team Readiness &Training Scope
15
• "Project Team Readiness &Training Scope" means the efforts related to preparing
Project team members with the skills and competencies required for their roles on the
Project and to sustain the solution/system post go-live.
■ Infor will deliver 5 days of Project Team training at the beginning of the
implementation, designed to be an interactive walk-through of the EAM software
solution. Training topics will be determined and mutually agreed at that time. In
addition, Infor will provide 5 days of System Administration Training or Technical
Training, to be delivered at a mutually-agreed point in the project(likely toward the
middle to end of the project cycle, to help ensure effective knowledge transfer).
5.7.8 Testing
Within Infor"Deployment Method,"testing encapsulates a key set of test phases and associated
activities that spans across multiple Infor deployment phases. The Deployment Method also includes a
clear understanding of objectives and Infor versus Licensee roles and responsibilities. These testing
requirements during each test phase are critical since each phase is the culmination and acceptance of
many predecessor activities.
Infor will provide a formal document early in the project that will address:
Test Planning
Development of Test Scenarios/Scripts
Execution of Test Scenarios/Scripts
Documentation of Test Results
Test Issue Resolution
Test Phase Sign-off
Acceptance testing criteria will be jointly agreed by Infor and Licensee.
The following outlines how testing will be approached for this Project, along with test-related roles and
responsibilities:
Unit Testing:
1. Description/Purpose: Unit testing validates individual units or components of custom code.
Regardless of the system, units are generally considered to be the smallest parts of an application
that can be tested for their functionality. Unit testing validates that the individual custom components
are fit-for-use and function correctly to meet the relevant technical specifications.
2. Roles and Responsibilities, Unit Testing is assumed to be performed by the same individuals
responsible for development, unless stated otherwise.
Integration Testing:
1. Description/Purpose: Integration Testing validates the integration of multiple units of custom code or
components. Integration testing validates that when the individual custom components are combined,
the interfaces between the individual units or components function correctly per the technical
specifications.
2. Roles and Responsibilities, Integration Testing is assumed to be performed by the same individuals
responsible for development, unless otherwise stated. Licensee will provide a QA environment for the
system being interfaced to for testing.
16
Integrated System Testing:
1. Description/Purpose: Integrated System Testing includes testing the business processes in a
complete end-to-end manner.
2. Roles and Responsibilities: Both Infor and Licensee will participate in Integrated System Testing.
Infor will develop 40 scripts or scenarios for Integrated System Testing. Licensee may choose to
create additional scripts or scenarios as needed. Infor will have a lead role with Licensee
participating and supporting for knowledge transfer. A defect log will be jointly managed by Infor and
Licensee and regular status meetings will be held to track both progress and outstanding issues.
User Acceptance Testing:
1. Description/Purpose: User Acceptance Testing is the final phase of testing.
2. Roles and Responsibilities: : Infor will update the 40 scripts or scenarios used in IST, to be applied to
UAT. Licensee may choose to create additional scripts, and may use the initial 25 scripts as a
template to do so. Infor will provide forty (40) hours of testing support to assist Licensee with User
Acceptance Testing. A defect log will be jointly managed by Infor and Licensee and regular status
meetings will be held to track both progress and outstanding issues.
5.7.9 System Cut-Over Plan—Infor will provide a cut-over plan for each new process solution. Infor should
be sure to include the time required, department/staff affected, potential impacts to the affected
departments/staff during the cut-over, and safeguards to prevent the loss of data if a problem is
encountered during the cut-over.
Cut-Over Support Assumptions and Licensee Obligations
If the Licensee is not ready to Go Live upon completion of the Services described in this Exhibit A,
additional Services and training may be required ("Additional Work").
The Infor Project Manager will work together with the Licensee Project Manager to develop a joint
post Go-Live support resource plan.
Licensee process owners and key users will provide first line support to Licensee end users.
Infor consultants will support the Licensee process owners and key users with resolution of process
questions and provide Infor application assistance where required subject to the Go-Live
consulting hours above.
5.7.10 Milestones and Deliverables-Milestones will be used to measure progress throughout the project.
Pay requests will be made only after deliverables associated with each milestone have been accepted.
Infor will prepare a System Implementation Plan consisting of the following which will be tracked
as tasks during the project:
• Implementation and integration of Infor EAM software.
• Project Management Plan
■ System Implementation Schedule (Critical Path) (bi-weekly updates required)
• Data Security Plan
■ Master Test Plan
• Data Migration Plan
• Change Management Procedure
• Training/Education Plan
• System Cut-over Plan
• Implement the inventory control module and/or system into Licensee's operational work flows
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and set up barcoding.
• Create a fully functional relational database
■ Provide and execute required scripts to convert historical data as specified by user
departments that will be migrated.
• New database with all information converted.
• Population of database from existing and new sources.
• Database documentation of the data model and data logical models including entity-
relationship diagrams, complete documentation for scripts or stored procedures and data
directories where appropriate. The format of documentation for the logical data model should
include drawings.
• Detailed system maintenance documentation.
■ Train personnel. Certification of training completion along with key functional departmental
staff, Infor will conduct application user classes and shall be responsible for the training of all
functional departmental staff.
5.7.10.1 Acceptance Process
Upon completion of any deliverable set forth in Section 5.7.10, "Milestones and Deliverables", Infor shall
provide a copy of the deliverable to the Licensee. Licensee has five (5) business days after Infor's
submission of the deliverable or completion of the activity ("Acceptance Period") to give Infor written
notice specifying any deficiencies of such deliverable or activity against the description for such
deliverable or activity specified in this Work Order in detail. Deficiencies must be substantive in nature
relating to a significant potential business impact that could be caused by implementing the deliverable
without a cure. Documentation related items such as: Font, style, spacing, headings, page numbers, and
table of contents are not considered deficiencies. If provided such notice, Infor shall use reasonable
efforts to promptly cure any agreed deficiencies after completing such cure, Infor shall resubmit the
deliverable or perform the activity for Licensee review as set forth above (with a new 5-day Acceptance
Period beginning). Licensee's acceptance shall be in writing; however, if Licensee fails to provide written
notice of any deficiencies (or written acceptance)within an Acceptance Period, as provided above, such
deliverable or activity shall be deemed conclusively accepted at the end of the Acceptance Period.
5.8. Manage System Implement Services
EAM System must be equipped to receive incoming work/service requests; generate work orders; and
track work orders, parts, materials, and other resources. Infor considered all factors when developing the
project approach, implementation plan, and cost proposal.
5.8.1. Perform EAM Interfaces
The EAM system will be used by several sections within the Water Division which will require
interfaces to different systems in order to minimize manual efforts. Licensee currently owns Infor's
Web Services Tool Kit with two connector licenses. Licensee will purchase additional connector
licenses as needed to integrate with the following applications below.
• Accela CRM - Licensee currently utilizes Accela's Citizen Resource Management application
(formerly Public Stuff) to document service requests from citizens across many departments
including those that utilize Hansen. Licensee brands this application as Fresco.
■ GIS — Licensee has acquired the EAM GIS module to interface with ESRI GIS, ArcGIS,
ArcSDE current versions
• SunGard Public Sector's Naviline — DPU utilizes a SunGard/Naviline (HTE), version
9.1.16.3.0 to transmit over 60,000 service orders and work orders to the Water Division yearly.
The scope of work would include establishing an interface between "HTE" and EAM in order
18
to eliminate the double typing of the requests.
SCADA—The Water Division is currently using several versions of Citect SCADA. The oldest
in use in Version 7.2, Service Pack 5, Rev A, 2010. Scope involves creating work requests in
EAM that come from alerts in SCADA.
• PeopleSoft v8.9 Financial and Human Resources System (General Ledger) - Licensee
uses version 8.9 PeopleSoft.
• LabVantage — Wastewater Management Division is currently the Laboratory Information
Management System (LIMS), LabVantage, Sapphire, version 3.3. The Division plans to
upgrade to version 8.3 before this RFP is awarded.
Interface Assumptions and Licensee Obligations
The integrations which are in scope for this Exhibit A of the implementation and included in Infor's
pricing are: Accela CRM, GIS, SCADA, Sungard/Naviline and PeopleSoft.
Infor will provide scoping and design for the LabVantage/LIMS interface. A cost estimate for
development will be provided for consideration as a Change Order or follow-on project.
All data files for outbound and inbound interfaces with Infor applications will be in the specified Infor
standard file formats.
Licensee will provide access to any environment, data, and systems to test interfaces for all Licensee
and third party systems to which the Infor applications will be interfaced with.
The Licensee will be responsible for building the source system side of the interface, as required.
Licensee is responsible for data validation efforts associated with interface testing, ensuring
interfaced data, including any transformation, mapping or aggregating logic, is performing
correctly.
5.8.2. Configuration Services Only as part of the implementation Services For Work
Requests (Including from another system generated service request)
Article 1. Critical Features
Customer Information
Records and manages customer contact information and address
• Allows for manual entry of customer contact types. Historical customer contact can be
logged through a notes function. A chronological history of contact with the customer can be
captured along with the date, time, and user ID of the person entering the notes into the
system.
• Accepts unlimited, free form account memos and provides options of drop down screens
Work Request Management
• Processes, prioritizes, groups, and dispatches Work Request to various service centers.
• Tracks and displays the status of pending and completed Work Requests and Work Orders.
Work Request Initiation
• Processes a Work Request that can be dispatched to a specified work queue including
hand-held devices.
• Processes Work Requests that can generate a Work Order to the EAM.
19
Article 2. Critical Features
Reporting
• Supports the development of user-customizable report output options: sort information by
multiple fields as chosen by a user, minimize information selection based on multiple field
criteria, multi-level totaling as defined by a user
• Allows for user to define "ad hoc" queries and reports
• Allows a user to generate and view a report on-line before printing
• Allows a user to view a report by selecting transactions by any combination of date ranges,
transaction types, user ID, etc.
5.8.3. Configure Maintenance Management Functions
At a minimum, Infor must provide the functionalities listed below:
Article 3. General
• Supports records for multiple business entities
• Provides default field values for data entry with override capacity
• Supports the following output options: screen display, HTML format, print to file and printer.
• Is accessible via the internet and/or intranet
• Route work orders for optimum drive time
Article 4. Work Management
Infor EAM must be able to manage, plan, and monitor work and the resources necessary to
complete work. Create standard, regular, and PM work orders and schedules, and define work
information such as supervisors, permits, qualifications, employees, shifts, tools, and checklists.
Critical Features
Work/Service Request Evaluation and Approval
• Provides automatic notification and approval of work/service request and work orders
• Tracks unscheduled (response) maintenance/repairs
Work Planning and Scheduling
• Tracks predictive and scheduled (preventive) maintenance
• Issues and tracks work assignments or service requests and creates a maintenance history
Work Orders
• Tracks Labor, Equipment and Materials through Activity Based Costing
• Links Documents to Work Order
• Ability for SCADA or other event notification system to trigger a work order based on a
condition, event, or business rule
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Work Order Completion and Analysis
• Tracks inspection history on all infrastructure and assets
• Records and tracks Work Order history
■ Produces reports that identify problem areas, conditions of assets, maintenance costs, etc.
• Tracks costs for budget purposes and capital improvement (Projects) projections
a Supports the following output options: screen display, HTML format, print to file, printer
Article 5. Asset Management
Implementation includes a comprehensive asset management plan that includes the ability to
record, maintain, structure, and standardize asset information. Capture the identity, configuration,
and structure of physical assets, their complete technical and commercial configurations, and
current position (either by location, functional position, or tag) as well as past locations and
maintenance history.
Critical Features
Asset Details and Tracking
• Displays work orders in an integrated, real-time environment allowing any of the
aforementioned analysis to take place spatially.
• Links associated documents and/or can interface with a document management system.
Article 6. Inventory Management
Inventory management module must determine the correct stocking levels to provide an acceptable
service level of parts and supplies to meet anticipated demand. Also, manage item current
balances; reorder points, bin locations, product cost; monitor transactions and track the usage
history of critical spare parts and materials; and integrate with handheld devices and bar coding
technology for inventory transactions and auditing.
The Inventory Management system must support existing City operations.
The implementation approach will address the need for the barcode scanners can be used for Inventory
Management, Asset Tracking, Inventory Counts, Price and Quantity verification and Picking and Receiving of
Parts and materials.
Critical Features
Issue/Transfers/Returns
• Assigns resources from inventory to an asset, a Work Order, and to a specific crew and
location. Ensure that requested materials and spare parts are readily available or can be
obtained within an acceptable time period
• Tracks inventory transaction activities
Removes a rotating asset(e.g. meter)from a location/return to inventory
Inventory Audit
• Performs usage analysis and prioritize items within the system
• Interfaces with bar coding and handheld technology
• Tracks changes to item current balance, location and cost
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C Allows for cycle counting and physical inventory
Reorder Materials and Spare Parts
• Associates multiple vendors and manufactures with an item.
Sets item reorder point or min/max and flag parts requiring reorder automatically.
• Automatically updates item current balance upon receipt of reordered items.
Procurement
Manage every aspect of the purchasing cycle from requisition creation, approvals, supplier
selection, purchase order placement, and goods receipt through invoice matching.
• Ensure the selection of qualified suppliers and obtain the best price and delivery terms.
• Set pricing based on terms of existing Requirements Contracts.
5.8.4. System Implementation
Licensee will provide the EAM software and hardware components for the installation. Infor will
provide implementation services as described in Infor's System Implementation plan. The following
are some of the required tasks to be included in system implementation:
The implementation may include but is not limited to the following:
• Design, configure and implement workflow formulas to automate existing DPU and DPW
processes.
• Design and implement Dashboard and Reports. Infor may utilize existing Sewer applications
in iView system, which is an intranet-based GIS providing easy access to City data, some of
which is not available to the public (i.e. Assessor information, parcel owner, property value,
etc.) as a template for the initial setup.
• Support City staff in updating existing web services (iView)which is utilized for mobile
operations. This support will be limited to communicating any unique features or
configurations of the EAM implementation. Actual iView programming changes will be
conducted by City Staff.
• Support Licensee to interface the new EAM with FresGo (Accela - CRM); and mobile
applications.
• Support Licensee to interface the new EAM with the SunGard/Naviline system.
Installation Services
The EAM system must be in accordance with the submitted system installation and implementation
of the proposed solution. Infor must assist Licensee in establishing a team comprised of
management,technical and user resources to be involved in the installation and implementation of
the proposed systems and interfaces.
Change Management Services
Infor will manage the Change Management Procedure and support Licensee in its objective of
having a "Zero Defect" system. The concept of "Zero Defect" mindset is to find and eliminate as
many defects as possible within the system before it is delivered to Licensee Users. This process
requires that Infor be dedicated to testing and reviewing all work before it is seen and used by
Licensee. All work produced by Infor must go through Master Test Plan.
22
Server Environment
Infor will provide support to Licensee in selecting hardware and related operating system (OS)
software that may be required outside of Infor's EAM implementation system. Licensee will procure
the hardware, if necessary, through a separate contract. Infor must identify all server hardware,
software and services required to implement and operate the integrated system. Hardware,
RDBMS licensing and OS Licensing will be supplied separately by Licensee. The hardware
platform must be adequate to support required processing requirements and response times.
Licensee uses Intel-based blade server technology and has a VMware ESX requirement for
Windows/SQL. Licensee prefers solutions that match Licensee's SQL Server standard. Infor will
state how their solution will conform to Licensee's requirements.
Software Environment
The standard for the EAM system is to use SQL Server 2012 database technology and should
provide a mechanism by which information can be accessed, manipulated, reported on, or simply
queried. As a result, the EAM system should provide a facility to easily support user queries and
reporting and Infor will identify all SQL Server required to implement and operate it. Additionally,
the following are Licensee's Information System technology standards for the application:
• Windows OS
■ Oracle Linux (Used in Oracle DB)
■ VMware ESX 6+ for Windows/SQL
• Integrate with MS Office tools
■ Microsoft Windows Graphical User Interface (GUI) Standards
• Ethernet-based networks using TCP/IP for client-server communications and communication
with other City applications
• Applications that use web browser/web-based technology (http or https)
■ Enterprise client/server technology over LAN/WAN application accessibility
■ ESRI GIS, ArcGIS, ArcSDE current versions
• Autodesk AutoCAD current version, Civil Design current version, Map guide current version
and Map3D
• Trimble GPS units
■ Use of handheld mobile devices for field data entry/lookup
■ Trend Micro AV
• MicroFocus ZenWorks for workstation bundle deployment
Geographic Information System (GIS)
GIS is a multi-departmental resource within the City that is not currently integrated with the
current CMMS. Infor will enable the integration of EAM with GIS for 30 feature classes. Licensee
currently owns the GIS module for EAM.
The GIS system is primarily based on ESRI's line of GIS products:
■ ArcGIS 10.31 — ESRI map server hosting
• ArcSDE 9.0 installed (have license for 9.1) — Spatially enables a relational database
(SQL/Oracle/DB2)
• ARCIMS 9.31 — Enables development of internet mapping elements (map layers)
The GIS currently has approximately 1 terabytes of geographic data.
23
The external site URL is https://gis4u.fresno.gov/viewer/ public access for operational layers and
general GIS resources.
5.9 Reporting, KPIs, Inboxes and Alert
Infor will provide training on reporting and advanced reporting capabilities. The scope includes:
• KPI's
o 2 Simple, 1 Medium, 1 Complex
■ Inbox
o 3 Simple 2 Medium, 2 Complex
• Alerts
o 2 Alert Development
• Reports- Infor will help develop 4 custom reports
o 2 Simple, 1 Medium Complex, 1 Complex
Reports Scope Assumptions and Licensee Obligations
■ Report development scope and deliverables will be mutually agreed upon.
• Infor will provide Advanced Report training and training on creating KPIs and Inboxes.
5.10 Deployment to Production and System Support Services
Infor will provide support services to Licensee during and after the deployment of the integrated system.
Infor will maintain communications with, and provide Licensee an opportunity to comment on service,
and report any problems with the system that has been used in a `real world' fashion.
"Go-Live" is defined as the first time Licensee uses the Licensed Software to process data in Licensee's
live production environment.
g:..,
Functional Post Infor will provide up to 80 hours of go-live business consulting support
Go-Live Support to be used at the discretion of Licensee within 15 business days of
cutover
System Post Infor will provide up to 40 hours of go-live system consulting support to be
Go-Live support used at the discretion of Licensee within 10 business days of cutover
Infor can offer a block of hours that will be billed directly to the Department requesting the services-
Service can include, but are not limited to general tech support, incident-based support, remote
troubleshooting, and assistance with product updates.
5.11 Project Roles and Responsibilities
24
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Below is a table depicting roles and responsibilities of the Licensee and Infor. In some cases the table
shows two `accountable', and two `responsible'. This indicates that each party is assigned that
designation for their part of the staff.
EXAMPLE: High Level RAC/ Chart
Legend
R— Responsible: The party who physically performs the work.
A—Accountable: The decision maker and approver.
C—Cons ult/SupportNerify Input may be solicited relating to the work to be performed and/or the
deliverable. This role may verify that work product meets the acceptance
criteria, and may be required to support the completion of the task or work
product.
I — Inform: May be (should be) notified as a courtesy, but not a decision maker or
approver, nor involved in performing the work.
25
Both Licensee Infor
LU
..
•
••
Product
• •
E0 0
• 2i C
2 •
..
Escalate Project Related I A R C C C A R C C
Matters Needing Attention
Perform Project
Management I A R C C C A R C C
Functions/Implement Project
Governance
Act as Primary Point of
Contact for Program I A R C C C A R C C
Communication
Manage Program
Resources, Resolve I A R C C ! A R C
Personnel Issues, Fix
Problems
Manage Scope(as a part of A R C A R C
Project Governance)
Manage Senior
Management I A R C A R C
Communication
Provide High Level A R C A R C
Guidance to the Teams
Define, Manage, Maintain, ! I A R C C 1 A R C
Report and Enforce Quality
Meet on Monthly Basis to
Review Project Status(ESC A/R C C C C C C
meeting)
Meet on Bi-Weekly Basis to
Review Project Status A R C C R C C
(Sponsor Meeting)
Meet On Weekly Basis To
Review Project Status(And I A R C C I A R C
All Other Artifacts)
Define, Design, Perform And
Verify Organizational ! A R C C C C C C C
Change Management
Make Decisions On Project
Issues(As A Part Of i A R C C C C C C C
Governance)
26
Both Licensee Infor
Identify, Discuss, Review,
Verify And Implement I C C I I I A R I I
Deliverable Acceptance
Criteria
Facilitate Business
Workflow, Workshops, Pilots C C I I C A R C C
To Ensure Meeting Business
Requirements
Provide Licensed Software
Knowledge And Expertise I I I I I I A C R
During Life Cycle Phases Of
The Program
Provide Licensed Software
Related Learning Assets As 1 1 I I I 1 A I R
Needed
Assist In Infrastructure
Definition, Design, 1 C I C C A R I C
Implementation And Support
Ensure Infrastructure&
Configuration Availability For A C R C C
The Team
Liaison Between Project A R C I C I C C C
Team And Business Users
Define, Develop, Implement, I A R C C C A R C C
Support Training Plan
Resolve Business User
Conflicting Priority Between I A R C I C I C C C
Job Roles And Program
Support(Availability)
Prepare Executive Steering
Committee Report And I A R C C C A R C C
Respond To Executive
Queries
Provide Timely Response
And Acceptance Of Project I A R I I C C C
Deliverables
Provide Technical Expertise
In Support Of Data I I C C C I A C R
Conversion Needs And
Infrastructure Support
Unit Testing I C C I C I C A R
System Integration Testing I I C C I C I A I R
User Acceptance Testing I I A R I R I C C I
Performance Testing I I A R I R I C C C
27
Resource Assumptions and Licensee Obligations
• Licensee acknowledges that all Project timelines are subject to timely provision of resources and
performance of obligations.
Licensee will provide Infor resources after-hours access to the Licensee Project site thru a VPN or
physically if mutually agreed to.
Licensee will provide, at no charge to Infor, personnel to carry out administrative functions on behalf of the
Infor Project team. Licensee may choose to assign multiple people to cover the required tasks.
• The core Project team, including Infor and Licensee team members,will be co-located at a single Licensee
location for all onsite Project work.
• Licensee Core Team Members: Licensee will assign to the Project highly experienced representatives from
all the areas within scope for the duration of the Project, to ensure all Licensee Project activities are
completed within the established Project timeline. These individuals will be qualified to define requirements
for their respective disciplines and will be empowered to make process and policy decisions, including
deliverable signoffs, and will engage other subject matter experts as needed.
• Licensee subject matter experts(SMEs): In addition to Licensee core team members, Licensee SMEs will
be required from affected areas of the business to participate in business process requirements reviews
and design workshops. Licensee will ensure these resources are identified in advance and are readily
available to participate in meetings workshops and test events as defined in the Project work plan in order
to keep the Project on schedule.
• Licensee will have full time technical resources assigned to the Project. Infor Technical Resources will
engage in transfer knowledge to the Licensee technical team,which should result in decreased Infor
involvement over time.
• Infor's staffing requirements will be determined solely by Infor. Infor may also, at its sole discretion use
subcontractors in performing Services under this Work Order.
• If Licensee decides to assign non-Licensee personnel to the Project team, Infor will assume that these
team members represent Licensee and will be empowered to make decisions for Licensee. However, all
such non-Licensee personnel must be bound to the confidentiality provisions of the Services Agreement to
the same extent as Licensee, and Licensee is responsible for any breaches of such confidentiality
agreement by such non-Licensee personnel as if Licensee committed such breach.
28
6.0 General Project Assumptions and Licensee Obligations
Any additional requirement(s) not specified in this Exhibit A, or identified during the course of the
Project will be addressed using the Project Change Control Process.
Licensee will provide office facilities to all Project team members assigned to the core Project team.
This includes, but is not limited to, office space, work desks, networked computers, secured filing
cabinets if required, team meeting rooms, networked printers, photocopier,telephones, stationery,
whiteboards, and internet and remote VPN connection to facilitate the effectiveness of the Project
team.
• For Services provided at Licensee location, Licensee will provide facilities for Infor personnel. This
includes, but not limited to, office space, desks, networked computers, secured filing cabinets if
required, team meeting rooms, network printers, photocopiers, telephones, stationaries, whiteboards,
internet and remote VPN connection.
Licensee acknowledges that any delays or changes caused by Licensee, Licensee employees,
equipment, contractors, or vendors may cause an increase in the fees required under this Work Order,
including without limitation, delays or changes due to the following: (a) change to or deficiency in the
information which Licensee has supplied to Infor; (b)failure by Licensee to perform any of its
responsibilities in a timely manner including the supply to Infor of resources and information; or(c)an
unanticipated event that changes the service needs or requirements of Licensee. Changes required to
this Exhibit A a result of any of the foregoing events will be handled using the Project Change Control
Process.
• Some tasks may be performed offsite by Infor and Licensee staff members. Infor and Licensee staff will
have remote access to Licensee's network and systems as necessary to perform such Project
activities.
■ Licensee will coordinate facilities and availability of Licensee resources for all required testing of the
Licensed Software prior to deployment.
• It is assumed that, at the time of the implementation, the Licensee will be active on Infor Xtreme
Support with regards to the licenses being implemented.
• All Project activities will be conducted either remotely or at Licensee.
• After the Project initiation, Licensee and Infor will meet and finalize activities required to accomplish the
objectives of this Project, develop a Project plan, timeline, and milestones by both parties. It is possible
that as the result of this meeting the proposed Project scope may change.This scope change may
result in additional responsibilities for each party. In that case, this Exhibit A will be modified with a
change order, independent of whether or not there will be any funding changes.
29
6.0 Payment Milestone Schedule
Licensee agrees to pay Infor fees of$1,483,294.00 for the services described in this Exhibit A. Upon
Infor's completion of the deliverables, work products or activities associated with each Milestone as set
forth herein, the corresponding fee for such Milestone specified below becomes due and Infor shall
invoice Licensee. Licensee shall pay such fee as set forth below.
The project plan is anticipated to be 12 months. The final schedule will be agreed between Infor PM and
City PM. Any delay of the start date will impact the availability of project resources, the final production
go-live date, will necessitate further discussion to agree on a project schedule with mutually agreed upon
timeframe and could require a change order.
I
Deliverable
i
Milestone Criteria/Task Deliverable Amount _
MS 1 Contract agreed and signed Signed Contract $100,000
IPM.070 Project Management Plan
SCH.040 Baseline Project Schedule
5.0 Project Initiation OCH.050 Project Kickoff Meeting $85,000
TRN.030 Project Team
MS 2 Training/Workshop
Installation Plan
MS 3 5.1 Software Installation Prep and Install Environments (DEV, QA, $60,699
PROD)
Review and Validate Business
5.2 Inventory Management Requirements
MS 4(a) Business Process Design and BRE.100 MOSCOW/Requirements $24,553
Validation (Design) Register(written deliverable)
ANA-050 Functional Specification/
Description (written deliverable)
5.2 Inventory Management DES-020 As Built Design Document
MS 4(b) Business Process Design and (written deliverable) $24,553
MCO-070 Master Configuration (written
Validation (Build) deliverable)
5.2 Inventory Management DCO.040 Perform Data Mapping
MS 4(c) Business Process Design and DCO.120 Migrate and Verify Data (Initial $24,553
Validation (Data) Test)
Review and Validate Business
5.5 Water Division Distribution Requirements
MS 5(a) Operations Business Process BRE.100 MOSCOW/Requirements $41,667
Design and Validation(Design) Register(written deliverable)
ANA-050 Functional Specification/
Description (written deliverable)
5.5 Water Division Distribution DES-020 As Built Design Document
MS 5(b) Operations Business Process (written deliverable) $41,667
MCO-070 Master Configuration (written
Design and Validation(Build) deliverable)
5.5 Water Division Distribution DCO.040 Perform Data Mapping
MS 5(c) Operations Business Process DCO.120 Migrate and Verify Data (Initial $41,666
Design and VaIidation(Data) Test)
30
Review and Validate Current
Configurations
MS 6(a) 5.3 Migrate and Configure Sewer BRE.100 MOSCOW/Requirements
( ) Operations (Design) Register(written deliverable) $36,667
ANA-050 Functional Specification/
Description (written deliverable
DES-020 As Built Design Document
MS 6 b 5.3 Migrate and Configure Sewer (written deliverable)
( ) Operations (Build) MCO-070 Master Configuration (written $36,667
deliverable) _
5.3 Migrate and Configure Sewer
DCO.040 Perform Data Mapping
MS 6(c) Operations(Data) DCO.120 Migrate and Verify Data (Initial $36,666
Test)
...........
BRE.100 MOSCOW/Requirements
MS 7(a) 5.4 Migrate and Configure Register(written deliverable)
( ) Environmental Services(Design) ANA-050 Functional Specification/ $36,667
Description (written deliverable)
DES-020 As Built Design Document
MS 7(b) 5.4 Migrate and Configure (written deliverable)
( ) Environmental Services(Build) MCO-070 Master Configuration (written $36,667
_ deliverable)
5.4 Migrate and Configure DCO.040 Perform Data Mapping
MS 7(c) Environmental Services(Data) DCO.120 Migrate and Verify Data (Initial $36,666
11 Test)
5.6 Migrate and Configure Streets BRE.100 MOSCOW/Requirements
MS 8(a) and Landscape Maintenance Register(written deliverable) $34,701
(DPW) (Design) ANA-050 Functional Specification/
Description (written deliverable)
5.6 Migrate and Configure Streets DES-020 As Built Design Document
MS 8(b) and Landscape Maintenance (written deliverable) $34,700
(DPW) (Build) MCO-070 Master Configuration (written
deliverable)
5.6 Migrate and Configure Streets DCO.040 Perform Data Mapping
MS 8(c) and Landscape Maintenance DCO.120 Migrate and Verify Data (Initial $34,700
(DPW)(Data) Test) _
ANA-050 Functional Specification/
MS 9(a) 5.8.1 Accela CRM Interface 5000
Description (written deliverable)
DES-020 As Built Design Document
MS 9(b) 5.8.1 Accela CRM Interface (written deliverable) $37,5000
MCO-070 Master Configuration
Interface Unit Test
MS 10 5.8.1 GIS Interface Identify, develop and Implement the GIS $75,000
for EAM for up to 30 feature classes.
MS 11(a) 5.8.1 SCADA Interface(Design) ANA-050 Functional Specification/
( ) Description (written deliverable) $37,500
DES-020 As Built Design Document
MS 11(b) 5.8.1 SCADA Interface(Build) (written deliverable) $37,500
MCO-070 Master Configuration
Interface Unit Test
31
MS 12(a) 5.8.1 Sungard/Naviline ANA-050 Functional Specification/
( Interface(Design) Description (written deliverable) $37,500
DES-020 As Built Design Document
MS 12(b) 5.8.1 Sungard/Naviline (written deliverable)
( Interface(Build) MCO-070 Master Configuration $37,500
Interface Unit Test
/
MS 13(a) 5.8.1 PeopleSoft Interface ANA-050 Functional Specification Description (written deliverable) $37,500
DES-020 As Built Design Document
MS 13(b) 5.8.1 PeopleSoft Interface (written deliverable) $37,500
MCO-070 Master Configuration
Interface Unit Test
TEST.130 Develop System Test Plan
TES.090 Develop System Test Scripts(40
MS 14(a) 5.7.8 Testing Scripts/Scenarios for Integrated System $20,500
Test)
Support System Test
Updates to 40 Integrated System Test
MS 14(b) 5.7.8 Testing Scripts/Scenarios for use in UAT $20,500
Defect Log
TES.150 Support UAT
MS 15(a) 5.7.7 End User Training(Build) DOC.040 Develop End User Training $41,000
Guides
MS 15(b) 5.7.7 End User Training TRN.060 Perform Training $41,000
.............
�....
MS 16 5.10 Migration to Production TRS.070 Migrate all Units to Production $81,000
SUS.010 Monitor and Respond to System
MS 17 5.10 Go-Live Support Problems $94,835
Provide Go-Live Support
TOTAL _ [ $1,483,294
*All amounts are in US Dollars, and exclusive of any applicable taxes, unless otherwise specified.
The rates specified above are subject to increase if this Exhibit A is not executed by: October 24, 2018
Staff and Mobilizing the Project Team
After mutual agreement, it typically takes two(2)to four(4)weeks to schedule and mobilize applicable Infor
resources for the Project.Actual time for this effort varies depending on the number and type of consultants
required, and scheduling and mobilization usually includes, but is not limited to, the following activities: (a)
developing an estimated project schedule; (b)further defining and confirming resource loads; (c)reviewing
proposed Project staffing and estimated hours with Licensee's Project Sponsor; and (d)confirming and scheduling
Project kick-off.
Infor recommends this estimated time line be taken into consideration when scheduling the start date of the Project.
If required and not otherwise specified, any testing or acceptance criteria will be jointly agreed by Infor and
Licensee.
Each invoice is payable within thirty(30)days from the date of invoice. This payment obligation is non-cancelable
and the amounts paid are non-refundable. Fees do not include applicable taxes, which will be added to each
invoice.
32
Fees do include travel and living expenses.
Where a substantial variation from this Exhibit A is foreseen, both parties must agree in writing to the additional
work and amend this Exhibit A accordingly via the Project Change Control Process.
33
EXHIBIT A-2
SOFTWARE SERVICES AGREEMENT
THIS SOFTWARE SERVICES AGREEMENT(the"Services Agreement") is made between Infor(US). Inc. ("Infor") and City of
Fresno("Licensee")as of the Effective Date. The parties agree as follows:
1. Definitions. 2. Services.
(a) "Affiliate" means any entity, directly or indirectly, (a)Work Orders. Infor will provide Licensee with Services
controlling, controlled by, or under common control with, as set forth in one or more mutually agreed to and signed
Infor. work order(s) which shall contain without limitation, a
description of the Services, the Services rate(s) and
(b) "Confidential Information" means non-public payment terms (each a "Work Order"). The parties agree
information of an Affiliate or a party to this Agreement that is that Work Orders may not be complete statements of
identified as or would be reasonably understood to be Services required by Licensee and additional Services may
confidential and/or proprietary. Confidential Information be required which would be difficult to determine as of the
does not include information that:(i)is or becomes known to date of this Services Agreement or of the applicable Work
the public without fault or breach of the Recipient; (ii) the Order. At Licensee's request, the Work Order may include
Discloser regularly discloses to third parties without an estimate of charges for the Services, but such estimate
restriction on disclosure; (iii) the Recipient obtains from a shall not be binding on Infor or convert the Work Order into
third party without restriction on disclosure and without a fixed price contract with respect to such Services. Unless
breach of a non-disclosure obligation; or (iv) is expressly stated otherwise: (i)the Services rates are for an
independently developed by the Recipient without access to 8-hour person-day and will not include the expenses and
Confidential Information. charges referred to in Section 3(a) of this Services
Agreement; (ii) the quoted rates shall represent Infor's
(c) "Discloser" means the party providing Confidential current rates applicable to Licensee (i.e., the rates
Information to the Recipient. applicable to Licensee as of the effective date of the Work
Order)for the resources specified;and (iii)to the extent that
(d) "Effective Bate° means the date identified on the Infor raises the rates charged for Services during the course
signature page of this Services Agreement as the Effective of a project, Licensee shall be required to pay Infor at the
Date. increased rates. Infor is under no obligation to perform any
Services other than pursuant to a Work Order.
(e) "Equipment" means the hardware and systems Notwithstanding the foregoing, if Infor performs Services at
software configuration on which Infor supports use of the the direction of Licensee and the parties have not signed a
Licensed Software. Work Order for such Services, then such Services shall be
subject to all terms and conditions of this Services
(f) "Intellectual Property, Rights' means any and all Agreement, and Infor's then-current rates for such Services
rights in patents, patent applications, copyrights, copyright shall apply. Infor may provide Services through its third-
registrations, trade secrets, trademarks and service marks party contractors("Contractors"), but, in all such cases, Infor
(including, where applicable, all derivative works of the will remain subject to the obligations hereunder.
foregoing).
(b) Conditions On Providing Services. Licensee must
(g) "Licensed Software" means the computer software assign a project manager who will assume responsibility for
programs licensed by Infor or its Affiliate to Licensee. management of the project for which the Services are
provided.Licensee will establish the overall project direction,
(h) "Recipient" means the party receiving Confidential including assigning and managing the Licensee's project
Information of the Discloser. personnel team. Licensee must provide Infor with such
facilities, equipment and support as are reasonably
(I)"Residual Knowledge" means ideas, concepts, know- necessary for Infor to provide Services, including remote
how or techniques related to the Discloser's technology and access to the Equipment. Infor owns and will own all right,
Confidential Information that are retained in the unaided title and interest to the Services and any work product
memories of the Recipient who had rightful access to generated from the Services("Work Product"),and Licensee
Confidential Information. will execute and deliver to Infor any documents reasonably
necessary to vest in Infor all right, title and interest therein.
Q) "Services" means the software-related professional Subject to the terms and conditions of this Services
services that Infor will provide Licensee as contemplated Agreement, Infor grants Licensee a perpetual, non-
under this Services Agreement and/or any Work Order. exclusive, non-transferable license (without the right to
sublease or sublicense)to use and copy for use the Work
(k)"Work Order" has the meaning ascribed to such term Product for Licensee's own, internal computing operations.
in Section 2(a)of this Services Agreement.
34
(c) Scheduling and Cancellation of Scheduled Services. for ninety(90)days after the completion of Services pursuant
In connection with any Work Order, Licensee should make to that Work Order, Infor will render all Services under such
staffing requests at least four (4) weeks in advance to Work Order with reasonable care and skill. If Licensee
increase the likelihood that the request can be filled for the notifies Infor within the warranty period of a breach of the
date requested. While it is possible to secure staffing within foregoing warranty, Infor will re-perform such Services in
this time frame(and Infor will make commercially reasonable compliance with the foregoing warranty. If despite its
efforts to comply with such staffing requests),the probability reasonable efforts, Infor is unable to provide Licensee with
of obtaining the requested resources decreases the closer Services in compliance with the foregoing warranty, then,
the request is made to the need date. The parties agree that subject to the limitations set forth in Section 12 of this
once Licensee and Infor have scheduled a specific time Services Agreement,Licensee may pursue its remedy at law
during which Infor will provide Services under the terms of to recover direct damages resulting from the breach of this
this Services Agreement and/or a Work Order, Licensee will limited warranty. These remedies are exclusive and are in
be obligated to pay Infor for such Services as if Infor had lieu of all other remedies, and Infor's sole obligations for
performed such Services on the date scheduled and any breach of this limited warranty are contained in this Section
related travel and living expenses to the extent such travel 4(a).
and living expenses are non-refundable, unless Licensee
has notified Infor that Licensee would like to reschedule or (b) Disclaimer of Warranty. The limited warranty in
cancel the provision of such Services at least twenty one Section 4(a)is made to Licensee exclusively and is in lieu of
(21) days prior to the date which Infor is scheduled to all other warranties. INFOR MAKES NO OTHER
perform such Services. WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
WITH REGARD TO ANY SERVICES PROVIDED UNDER
3. Payment and Taxes. THIS SERVICES AGREEMENT AND/OR ANY WORK
ORDER, IN WHOLE OR IN PART. INFOR EXPLICITLY
(a) Payment. Unless otherwise stated in the applicable DISCLAIMS ALL WARRANTIES OF NON-
Work Order, Infor will invoice Licensee for all Services and INFRINGEMENT, MERCHANTABILITY AND OF FITNESS
applicable charges on a bi-weekly basis,as Infor renders the FOR A PARTICULAR PURPOSE. INFOR EXPRESSLY
Services or Licensee incurs the charges, as applicable. DOES NOT WARRANT THAT THE SERVICES WILL
Licensee will also reimburse Infor for actual travel and living MEET LICENSEE'S REQUIREMENTS.
expenses that Infor incurs in providing Licensee with
Services under this Services Agreement, with (c) FAILURE OF ESSENTIAL PURPOSE. THE
reimbursement to be on an as-incurred basis. Licensee will PARTIES HAVE AGREED THAT THE LIMITATIONS
also reimburse Infor for all charges incurred in connection SPECIFIED IN SECTIONS 4 AND 12 WILL SURVIVE AND
with accessing Equipment, if any. Licensee will pay each APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS
Infor invoice within fifteen (15) days of the date of invoice. SERVICES AGREEMENT IS FOUND TO HAVE FAILED
Late payments are subject to a late charge equal to the OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF
lesser of:(i)one and one-half percent(1'h%)per month;and WHETHER LICENSEE HAS ACCEPTED ANY SERVICE
(ii)the highest rate permitted by applicable law. UNDER THIS SERVICES AGREEMENT.
(b) Taxes. Licensee is responsible for paying all taxes 5. Confidential Information. Except as otherwise
(except for taxes based on Infor's net income or capital permitted under this Services Agreement, the Recipient will
stock)relating to this Services Agreement,and any Services not disclose to any third party, or make any use of the
provided and payments made hereunder. Applicable tax Discloser's Confidential Information. The Recipient will use
amounts(if any)are not included in the fees set forth in this at least the same standard of care to maintain the
Services Agreement and any Work Order. In each instance, confidentiality of the Discloser's Confidential Information that
Infor will invoice Licensee for applicable tax amounts and it uses to maintain the confidentiality of its own Confidential
such invoices are due upon Licensee's receipt thereof. Information, but in no event less than reasonable care.
Except in connection with the Licensed Software and any
(c)Lon( term Assi[7nmenls.The parties acknowledge that software provided with the Licensed Software, the non-
reimbursement of travel and living expenses to an Infor disclosure and non-use obligations of this Services
consultant who is assigned to a particular location for more Agreement will remain in full force with respect to each item
than one year may be treated as taxable personal income of Confidential Information fora period of ten(10)years after
under applicable tax laws. Where reasonably possible, the Recipient's receipt of that item. However, Licensee's
parties will plan to limit the duration of a consultant's obligations to maintain both the Licensed Software and any
assignment to a particular location to less than one year. If software provided with the Licensed Software as confidential
a consultant is assigned to a particular location for more than will survive in perpetuity. Notwithstanding the foregoing,this
one year and subject to additional taxes as a result thereof, Section is not intended to prevent a Recipient from using
then Infor will increase consultant's compensation to cover Residual Knowledge, subject to any Intellectual Property
such additional taxes,and Licensee shall reimburse Infor for Rights of the Discloser.
the amount of such increase.
6.Term and Termination.
4. Limited Warranty and Disclaimer of Warranties.
(a) Right of Termination. If either party materially
(a) Limited Services Warranty and Remedy For Breach. breaches any material obligation in this Services Agreement
Infor warrants to Licensee that,for the period beginning on or a Work Order(including,without limitation, any obligation
the specific date of the applicable Work Order and continuing to pay fees),and fails to remedy such breach(if such breach
35
can be remedied)within thirty(30)days of receipt of written "assignment"shall include use of the Licensed Software for
notice of such breach, the other party may terminate this benefit of any third party to a merger,acquisition and/or other
Services Agreement(including all Work Orders hereunder). consolidation by, with, or of Licensee, including any new or
Notwithstanding the foregoing, to the extent such material surviving entity that results from such merger, acquisition
breach cannot be remedied through efforts of the breaching and/or other consolidation.
party,the other party has the right to terminate this Services
Agreement (including all Work Orders hereunder) on less 10. No Waiver. A party's failure to enforce its rights with
than thirty days'written notice. Notice to Infor of an alleged respect to any single or continuing breach of this Services
breach of warranty will not constitute a notice of termination Agreement will not act as a waiver of the right of that party
of this Agreement. to later enforce any such rights or to enforce any other or
any subsequent breach.
(b) Effect of Termination. Upon termination of this
Services Agreement by either party, Infor will discontinue the 11. Choice of Law; Severability. This Services
provision of all Services and Licensee will promptly pay Infor Agreement will be governed by and construed under the
for all Services rendered through the effective date of such laws of the State of New York, as applicable to agreements
termination. Termination of this Services Agreement will not executed and wholly performed therein, but without regard
release either party from making payments which may be to the choice of law provisions thereof. This Services
owing to the other party under the terms of this Services Agreement is originally written in the English language and
Agreement for all Services rendered through the effective the English language version shall control over any
date of such termination. translations. If any provision of this Services Agreement is
illegal or unenforceable, it will be deemed stricken from the
(c)Survival of Obligations. All obligations relating to non- Services Agreement and the remaining provisions of the
use and non-disclosure of Confidential Information,limitation Services Agreement will remain in full force and effect. The
of liability,and such other terms which by their nature survive United Nations Convention on the International Sale of
termination, will survive termination of this Services Goods (CISG) shall not apply to the interpretation or
Agreement. enforcement of this Agreement.
(d) Termination Without Prejudice to Other Rights and 12. LIMITATIONS OF LIABILITY.
Remedies. Termination of this Services Agreement will be
without prejudice to the terminating party's other rights and (a) LIMITED LIABILITY OF INFOR. THE TOTAL
remedies pursuant to this Services Agreement. LIABILITY OF INFOR, ITS AFFILIATES AND
CONTRACTORS IN CONNECTION WITH THE
7. Notices. All notices and other communications SERVICES, OR ANY OTHER MATTER RELATING TO
required or permitted under this Services Agreement or THIS SERVICES AGREEMENT(WHATEVER THE BASIS
required by law must be in writing and will be deemed given FOR THE CAUSE OF ACTION) SHALL NOT EXCEED
when: delivered personally; sent by registered or certified 1.5X THE FEE THAT LICENSEE ACTUALLY PAID TO
mail, return receipt requested; transmitted by facsimile INFOR FOR THE SERVICES GIVING RISE TO THE
confirmed by first class mail; or sent by overnight courier. LIABILITY UNDER THE APPLICABLE WORK ORDER.
Notices must be sent to a party at its address shown on the
signature page of this Services Agreement,or to such other (b) EXCLUSION OF DAMAGES. IN NO EVENT
place as the party may subsequently designate for its receipt SHALL INFOR, ITS AFFILIATES OR CONTRACTORS BE
of notices in accordance with this Section. Licensee must LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,
promptly send copies of any notice of material breach and/or INDIRECT OR CONSEQUENTIAL DAMAGES OR
termination of this Services Agreement to Infor, Attention: DAMAGES FOR LOST PROFITS,WHETHER BASED ON
General Counsel, 40 General Warren Blvd Suite # 110, BREACH OF CONTRACT, TORT (INCLUDING
Malvern, PA 19355, USA, FAX number 678-319-8949,or to NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE,
such other place as Infor may subsequently designate for its AND REGARDLESS OF WHETHER INFOR HAS BEEN
receipt of notices. ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Force Majeure. Except with respect to the payment of 13.Cam fiance With Laws. Licensee will comply with all
fees under this Services Agreement or a Work Order,neither laws, rules and regulations applicable to the use of the
party will be liable to the other for any failure or delay in Services and the Work Product.
performance under this Services Agreement due to
circumstances beyond its reasonable control,including Acts 14. Non-Solicitation of Employees. During the period
of God,acts of war,terrorist acts,natural disasters,accident, that Infor is providing Services pursuant to this Services
labor disruption,acts,omissions and defaults of third parties Agreement and for a period of one (1) year following the
and official, governmental and judicial action not the fault of completion of such Services, neither Infor nor Licensee will
the party failing or delaying in performance, or the threat of offer to hire, hire, Solicit for employment or retention as an
any of the foregoing. independent contractor,or in any way employ any Resource
of the other party without the prior written consent of the
9. Assignment. Licensee may not assign or transfer any other party. "Solicit"as used in this Section does not include
of its rights or obligations under this Services Agreement, general solicitations, such as advertisements in
whether by law or otherwise, and any attempt at such newspapers, trade publications or on the internet.
assignment will be void without the prior written consent of "Resource" for purposes of this Section means: (a)
Infor. For purposes of this Services Agreement, employees or independent contractors of the non-hiring
36
party who directly worked on the Services project (the
"Protect'), and (b)former employees of the non-hiring party
who directly worked on the Project and whose employment
with that party ended less than six (6) months prior to the
date of such offer to hire, hire,Solicitation,or employment.
15. E=ntire Agreement. This Services Agreement
contains the entire understanding of the parties with respect
to its subject matter, and supersedes and extinguishes all
prior oral and written communications between the parties
about its subject matter. Any purchase order or similar
document, which may be issued by Licensee in connection
with this Services Agreement does not modify this Services
Agreement. No modification of this Services Agreement will
be effective unless it is in writing, is signed by each party,
and expressly provides that it amends this Services
Agreement. This Services Agreement and any signed
agreement or instrument entered into in connection herewith
or contemplated hereby, and any amendments hereto or
thereto, to the extent signed and delivered by means of
digital imaging, electronic mail or a facsimile machine, shall
be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the
same binding legal effect as if it were the original signed
version thereof delivered in person. This Services
Agreement and all Work Orders may be signed in
counterparts.
37
THE PARTIES have executed this Services Agreement through the signatures of their respective authorized
representatives.
Effective Date:
Infor (US). Inc. Licensee: City of Fresno
Signature Signature: '
Printed Na 1Df�:?�ilf]' Printed Name:
Gregory Nl. "+
It 1, T Q
Title: 0. Title: Pc,�) u,}- �ra�ti✓
Address: Address: 5(oat W.
Address: Address: 1�ftAwo) (A 9APb�
Signature Date: Signature Date: lb q I l$
38
EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Infor(US), Inc. (Infor)
Infor Enterprise Asset Management (EAM) Implementation Service
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury," "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non-owned equipment), products and
completed operations, and contractual liability (including, indemnity obligations
under the Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto).
If personal automobile coverage is used, the City, its officers, officials, employees,
agents, and volunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Infor, or any party Infor subcontracts with, shall maintain limits of liability of not less than those
set forth below. However, insurance limits available to City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified
herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL Automobile Liability:
$1,000,000 per accident for bodily injury and property damage.
OR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than:
(i) $100,000 per person;
(ii) $300,000 per accident for bodily injury; and,
(iii) $50,000 per accident for property damage.
Page 1 of 4
3. Workers' Compensation Insurance as required by the State of California with
statutory limits.
4. Employer's Liability:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Infor purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum
Limits of Insurance,"this insurance policy(ies) shall "follow form" and afford no less coverage than
the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall
also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials,
employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
Infor shall be responsible for payment of any deductibles contained in any insurance policy(ies)
required herein and Infor shall also be responsible for payment of any self-insured retentions.
Any deductibles or self-insured retentions must be declared on the Certificate of Insurance, and
approved by, the City's Risk Manager or designee. At the option of the City's Risk Manager or
designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects City, its officers, officials, employees, agents, and volunteers; or
(ii) Infor shall provide a financial guarantee, satisfactory to City's Risk Manager or
designee, guaranteeing payment of losses and related investigations, claim
administration and defense expenses. At no time shall City be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed
to contain, the following provisions:
1. City, its officers, officials, employees, agents, and volunteers are to be covered as
additional insureds. Infor shall establish additional insured status for the City and
for all ongoing and completed operations.
2. The coverage shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
3. For any claims related to this Agreement, Infor's insurance coverage shall be
primary insurance with respect to the City, its officers, officials,employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents, and volunteers shall be excess of Infor's
insurance and shall not contribute with it. Infor shall establish primary and non-
contributory status by either policy language or through an endorsement..
The Workers' Compensation insurance 1olicy is to contain, or be endorsed to contain, the
following provision: Infor and its insurer shall waive any right of subrogation against City, its
officers, officials, employees, agents, and volunteers.
Page 2 of 4
All policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non-renewed, reduced in coverage or in limits except after thirty(30)calendar days
written notice by certified mail, return receipt requested, has been given to City. Infor is also
responsible for providing written notice to the City under the same terms and conditions. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in
coverage or in limits, Infor shall furnish City with a new certificate and applicable endorsements
for such policy(ies). In the event any policy is due to expire during the work to be performed for
City, Infor shall provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring
policy.
VERIFICATION OF COVERAGE
Infor shall furnish City with all certificate(s) and applicable endorsements effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and
approved by the City's Risk Manager or designee prior to City's execution of the Agreement and
before work commences. All non-ISO endorsements amending policy coverage shall be
executed by a licensed and authorized agent or broker. Upon request of City, Infor shall
immediately furnish City with a copy of any Certificate of Insurance and applicable endorsements
required under this Agreement., This requirement shall survive expiration or termination of this
Agreement.
Page 3 of 4
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Infor Enterprise Asset Mans ement EAM Implementation Service
YES" NO
I Are you currently in litigation with the City of Fresno or any of its ❑
agents?
2 Do you represent any firm,organization,or person who is in litigation ❑ 19
with the Cit of Fresno?
3 Do you currently represent or perform work for any clients who do ® ❑
business with the Ci of Fresno?
4 Are you or any of your principals,managers or professionals,owners
or investors In a business which does business with the City of ❑
Fresno, or in a business which is in lklgation with the City of Fresno?
5 Are you or any of your principals, `managers, or professionals,
related by blood or marriage to any City of Fresno employee who E]has an si niricant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with ❑
this Project?
If the answer to any question is yes,please expial full below,
Explanation:
i atur
Date
I
iari iordano
Name �p
�&�,C1.1
Company
Address
❑Additional page(s)attached.
City, State Zip }
r
Page 4of4 `
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