HomeMy WebLinkAboutAGR-7834 - IINTELLITIME SYSTEMS CORPORATION - UPGRADE TYLER EDEN SYSTEMS TO TYLER MUNISPROFESSIONAL SERVICES AGREEMENT
[Assistance to Upgrade Tyler Eden Systems to Tyler MUNIS]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at
Orange, California, on this _____ day of _______________, 2025 (the “Effective Date”) by and
between the CITY OF ORANGE, a municipal corporation (“City”), and INTELLITIME
SYSTEMS CORPORATION, a California corporation (“Contractor”), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,”
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City’s business and City relies on Contractor’s representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Angela Cadotte, Payroll Manager (“Project Manager”), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor’s
performance hereunder shall be under the supervision of City’s Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to
the extent required by City’s Project Manager, and that all performances required hereunder by
Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed THIRTY THOUSAND DOLLARS and 00/100 ($30,000.00) without
the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
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b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not be entitled to any of the benefits or rights afforded employees of City, including, but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City’s Project
Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.
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It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit “A,” Contractor
shall commence the work provided for in this Agreement within five (5) days of the Effective Date
of this Agreement and diligently prosecute completion of the work in accordance with the time
period agreed to by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor’s control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, 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. Contractor agrees to post in
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conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising
out of:
(1) Any and all claims under workers’ compensation acts and other
employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s
employees arising out of Contractor’s work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees’ status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation
employed by Contractor, either directly or by independent contract, including all damages due to
loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of
them, arising out of, or in any way connected with the work or services which are the subject of
this Agreement, including injury or damage either on or off City’s property; but not for any loss,
injury, death or damage caused by the active negligence or willful misconduct of City. Contractor,
at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other
proceedings that may be brought or instituted against the Indemnitees on any such claim or liability
covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against
the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage
under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
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arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers’ compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) Two Million Dollars ($2,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement the following
minimum amount of cyber liability in an amount not less than Two Million Dollars ($2,000,000)
per claim and annual aggregate, covering (1) all acts, errors, omissions, negligence, infringement
of intellectual property; (2) network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection,
or negligence in the handling of confidential information, privacy perils, including coverage for
related regulatory defense and penalties; (3) system failure, damage to or destruction of
electronic information, data recovery, business interruption, cyber extortion, and information
theft; (4) data breach expenses payable whether incurred by City or Consultant, including but not
limited to consumer notification, whether required by law, computer forensic investigations,
public relations and crisis management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City hereunder. If a sub-limit
applies to any elements of coverage, the certificate of insurance evidencing the coverage above
must specify the coverage section and the amount of the sub-limit.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
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e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days’ prior written notice to City.
i. All insurance maintained by Contractor shall be issued by companies
admitted to conduct the pertinent line of insurance business in California and having a rating of
Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the
case of professional liability insurance coverage, such coverage shall be issued by companies
either licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
l. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
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review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
“records”) pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days’ notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a “public works,” as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor’s employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and criteria, including project compliance
monitoring.
c. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
(IRCA); and
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(2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
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which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
“CONTRACTOR” “CITY”
IntelliTime Systems Corporation City of Orange
1118 E. 17th Street 300 E. Chapman Avenue
Santa Ana, CA 92701 Orange, CA 92866-1591
Attn.: Dennis Peters Attn.: Angela Cadotte
Telephone: (714) 559-3135 Telephone: (714) 744-2256
E-Mail: dpeters@intellitime.com E-Mail: acadotte@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
[Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
“CONTRACTOR” “CITY”
INTELLITIME SYSTEMS CORPORATION, CITY OF ORANGE, a municipal corporation
a California corporation
*By: By:
Printed Name: Thomas C. Kisela, City Manager
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian
Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
√
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Dennis Peters
President
Jennifer Conally, Deputy City
Clerk for Pamela Coleman
EXHIBIT “A”
SCOPE OF SERVICES
[Beneath this sheet.]
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1118 E. 17th Street
Santa Ana, CA 92701
714-559-3135 Tel
www.IntelliTime.com
May 13, 2025
Angela Cadotte
Payroll Manager
City of Orange
300 E. Chapman Ave
Orange California 92866
Dear Ms. Cadotte,
Please accept this letter as our quotation for professional services to assist the City in their
planned upgrade from Tyler Eden Systems to Tyler MUNIS. This is an upgrade we have done
several times and have an approach that achieves the overarching goal of maintaining
production payroll at all times. The IntelliTime Project Manager will develop a project plan
with you that takes into account your upgrade milestone schedules from Tyler Technologies.
IntelliTime will manage several tasks during this conversion:
1. Plan for the change from Eden “Eligibility Data” to MUNIS “Eligibility Data”
with the assistance of the City of Orange. Key fields are documents such as Union,
Department, Employee Status etc. The City will assist by creating crosswalk tables
in Excel that map for example Department 40 in Eden, will be Location 810065 in
MUNIS. IntelliTime will develop scripts to convert these fields in an automated
fashion. Periodically during this process, we will copy production IntelliTime over
your test site, run the MUNIS employee import and spot check rules by running
timecard tests, TeleStaff import tests and validating that the rules are running as
expected with MUNIS employee eligibility data. The City will assist with testing.
The City will place the MUNIS employee file on an SFTP server to be provided
by the City. MUNIS compatible “Ranges” will be configured by IntelliTime.
2. The City will provide an Excel crosswalk file that maps Eden Pay Codes and
Upload codes to MUNIS 3-byte numeric Upload Codes. A goal will be to
consolidate the Safety variants of upload codes that currently end in a “S”. Tyler
will confirm how the Safety tracking is done in MUNIS and that “Safety” versions
of pay codes might no longer be needed. If they are needed, they will be alternative
3-byte numeric codes. A benefit of this approach is that your users can continue to
use their existing “pay codes” even with MUNIS.
3. The IntelliTime system still has 5-50 character Cost Accounting fields and we will
assist you in configuring the import of these values into the appropriate IntelliTime
tables. The City will be responsible in creating csv files of the new MUNIS values
for each field following the existing structure and format. For example if today a
file has Fund, Description and in MUNIS it will have Org, Description, the existing
Eden interface can import the new MUNIS data without any changes. Changes are
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available but not included in this budget. The City will place the MUNIS cost
accounting files on an SFTP server to be provided by the City.
4. The existing Eden time export will be reviewed for changes required to be read by
MUNIS. We have seen the MUNIS time import configuration screen, and it is
straightforward and creating the MUNIS time export layout is included in this
budget. Once the production payroll export to Eden has been run, IntelliTime will
assist the City in copying IntelliTime production database over test, running the
pay code “Upload code” conversion script and then the City can run the MUNIS
time export for testing.
It is anticipated that these “parallel tests” will focus on users, pay codes, dates and
hours for payroll processing. It is not anticipated or proposed that there will be any
conversion steps for Eden Cost Accounting to MUNIS Cost Accounting for these
tests. Initially the Upload tests to MUNIS might strip out Eden Cost codes which
are unlikely to be understood by MUNIS.
5. The Fire-TeleStaff import will be run and tested and no changes to the TeleStaff
file are anticipated or proposed as part of this budget.
6. It is assumed that the IntelliTime production system will be upgraded to
IntelliTime 6.0 before the Eden to MUNIS conversion efforts listed herein are
performed. There will be some costs for the upgrade to prepare servers with the
most up to date operating systems and we recommend that the City go to the
highest version available from Microsoft during this upgrade to avoid another
server upgrade in a few years if the selected version reaches end of life for support.
Mr. Scardino and our VP of Engineering Edward Valenzuela have been discussing
this for years and should reconvene to develop a plan and we will provide that
budget separately.
Our planned budget is 120 hours of configuration planning and changes, including script
development at $165 per hour or $19,800. Project Management services including project
communications, project plans, meetings and budget reporting and tracking with monthly
reporting as 45 hours at $175 per hour or $7,875. It is expected that our efforts will follow the
City’s work with Tyler and the periodic meetings may be suspended occasionally to allow for
the City to work with Tyler and develop final configurations for the conversion.
Sincerely,
Dennis Peters
IntelliTime Systems Corporation
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Software License and Annual Support Contract
IntelliTime Systems Corporation
Software License and Annual Support Agreement
SOFTWARE LICENSE AGREEMENT made this _______ day of __________, by and
between IntelliTime Systems Corporation, incorporated under the laws of the State
of California, USA ("Licensor") and the _City of Orange, formed under the laws of the
State of California "Licensee").
Licensee desires to license certain software programs owned by Licensor for
Licensee's own internal use, and Licensor is willing to grant Licensee such a license,
subject to the terms and conditions of this Agreement.
In consideration of the license fees to be paid hereunder and for other good and
valuable consideration, the parties agree as follows:
1. GRANT OF LICENSE . Licensor grants to Licensee and Licensee accepts, on the
terms and conditions set forth herein, a nontransferable, nonexclusive right to use
the software programs identified on the attached Schedule 1 ("Programs") and the
accompanying end user documentation (the "Documentation"; the Programs and the
Documentation are collectively referred to herein as the "Software"). Each copy of a
Program licensed under this Agreement may only be installed and used on one
server at a time, and the Program may only be accessed at any one time by the
number of users for which Licensee has paid a license fee. Additional Software may
be added to this Software License Agreement through additional Schedules approved
by both Licensor and Licensee.
2. DELIVERY AND PAYMENT . Licensor shall supply the number of copies of each
of the Software listed on the attached Schedule 1 and Licensor will invoice Licensee
for the License Fees indicated on the attached Schedule 1. License Fees are exclusive
of shipping charges and any federal, state, provincial or local taxes, including any
VAT or other withholdings, imposed on this transaction, the License Fees, or on
Licensee's use or possession of the Software, all of which shall be paid by Licensee
without deduction from the License Fees. Licensee agrees to pay any invoice in full
within 10 days of receipt by wire transfer to Licensor's bank pursuant to the wiring
instructions set forth on Schedule 1. All prices and payments are in U.S. dollars
unless otherwise indicated.
3. USE OF THE SOFTWARE .
3.1. Restrictions on Use . The license granted by Licensor to Licensee to use the
Software is subject to the following restrictions:
3.1.1 The Software may be used only by Licensee for its internal business purposes
and only for the direct benefit of Licensee.
3.1.2 The Software may be used at any point in time only by the number of persons
for whom a license fee has been paid, as specified on Schedule 1; all such use may
only be by those persons using the Software for the benefit of Licensee in the course
and scope of their employment. Licensee shall be provided with a security code to
permit use of the Software by the number of users for whom a license fee has been
paid.
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
3.1.3 Licensee shall use the Software only in its original form, and shall not modify,
reverse compile, reverse engineer, disassemble, or translate the Software, except to
the extent necessary to permit interoperability between the Software and other
software programs, nor shall Licensee create any derivative works or otherwise use
the Software except as specifically permitted in this Agreement.
3.1.4 Licensee shall not rent, lease, sublicense, allow access to, or transfer the
Software to any other party, by operation of law or otherwise.
3.1.5 Licensee will not export or re-export the Software without first having obtained
the appropriate United States or foreign government export licenses; provided,
however, that in no event may Licensee export the Software to any country to which
export is prohibited by the United States, or to any country which is not a member of
either the Universal Copyright Convention or the Berne Convention (a "Member
Country"); provided, that any export to a Member Country is only permitted if such
Member Country recognizes copyright protection for software.
3.2. Security Devices . Upon delivery of the Software, Licensor will provide to
Licensee one or more authorization codes, which codes will allow the Software to be
activated and to allow as many users as for which Licensee has purchased licenses to
use the Software. Upon payment of additional license fees, Licensee shall be
provided with one or more additional authorization codes that will allow for additional
users. Licensee will not attempt to defeat, modify, copy, work around or duplicate
any security devices protecting the Software.
3.3. Proprietary Rights . The Software is copyrighted material under the laws of the
United States and international treaty provisions. Notwithstanding the copyright, the
Software contains trade secrets and confidential information of Licensor. Licensee
may make a reasonable number of copies in machine-readable form of the Program
which is part of the Software, provided that the copies are used only for back-up or
archival purposes and that all copies contain the original copyright notice and all
proprietary legends. In addition, Licensee may make the same number of copies of
the Documentation as the number of concurrent users for which Licensee has paid a
license fee; provided that all copies of the Documentation contain the original
copyright notice and all proprietary legends. No other copies may be made of the
Software, the Documentation or any part thereof, except as specifically permitted
herein.
3.4. Protection of Software . Licensee acknowledges that Licensor represents that the
Software and all copies of it, regardless of the form or media in which the original or
copies may exist, are the sole and exclusive property of Licensor. Licensee further
acknowledges that Licensor represents that the Software, including the source and
object codes, logic and structure, constitute valuable trade secrets of Licensor.
Licensee agrees to secure and protect the Software consistent with the maintenance
of Licensor's rights in the Software, as set forth in this Agreement. Except as
expressly permitted herein, Licensee agrees not to disclose or otherwise make
available any part of the Software to any third party on any basis. By accepting this
License, Licensee does not become the owner of the Software; Licensor retains all
right, title and interest in and to the Software. This section shall survive any
termination of this Agreement.
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
4. TERM OF AGREEMENT.
4.1. Term and Termination . This Agreement is effective from the date on which
Licensor accepts it after execution by Licensee, and shall remain in effect until
terminated. Licensee may terminate this Agreement: (a) at any time upon written
notice to Licensor or (b) thirty (30) days after written notice to Licensor in the event
that Licensor breaches any provision of this Agreement and has not cured such
breach within the thirty (30) day period. Licensor may terminate this Agreement: (a)
at any time upon written notice to Licensee in the event of any breach of Section 3
hereof or (b) thirty (30) days after written notice to Licensee in the event that
Licensee breaches any provision of this Agreement other than Section 3 hereof and
has not cured such breach within the thirty (30) day period.
4.2. Actions to be Taken Upon Termination . Upon termination Licensee shall
immediately discontinue use of and return all complete or partial copies of Software,
in whatever form or media, and shall delete the Software from its computer libraries.
4.3. Effect of Termination . Termination of this Agreement shall not bar Licensor from
seeking any other remedy it may have available against Licensee for breach of the
Agreement. Licensee shall hold Licensor harmless for any loss or other consequences
of a termination of the License under this Article 4.
5. WARRANTY.
5.1. Limited Warranty . Licensor warrants that the Programs licensed to Licensee
hereunder, if properly installed and used, shall materially conform to the
specifications set forth in the accompanying Documentation for a period of three (3)
months from the date of shipment of the Software to Licensee (hereinafter the
"Warranty Period"). Licensee shall promptly notify Licensor in writing upon the
discovery of any non-conformance. Licensor shall correct any such non-conformance
of which it has been properly notified within the Warranty Period, through the means
it determines to be most appropriate, whether by telephone instructions, the
issuance of updating documentation, corrective code, or other methods. Any
replacement of Software shall be effected only after the return of the non-
conforming Software to Licensor.
5.2. Notwithstanding the warranty provisions above, Licensor shall have no warranty
obligations with respect to any part or parts of the Software which have been
damaged in transit or by improper installation or operation, or by misuse, abuse or
negligent use or repair or alteration or improper storage or which have been
damaged by use which does not conform to the specific or general instructions of
Licensor or to the provisions of the Documentation, or if Licensee or any third party
has modified or attempted to modify the Software or if the damage has occurred due
to causes external to the Software, or if the Software has been subjected to an
extreme power surge or electromagnetic field, whether or not through the fault of
Licensee, or if Licensee has refused to implement software changes recommended by
Licensor.
5.3. THE WARRANTY SET FORTH ABOVE SHALL BE EXCLUSIVE AND IN LIEU OF ALL
OTHER LIABILITIES, OBLIGATIONS, CONDITIONS AND/OR WARRANTIES,
EXPRESSED OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED AND/OR
STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY
IMPLIED AND/OR STATUTORY WARRANTIES ARISING FROM THE COURSE OF
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE), AND LICENSEE
HEREBY WAIVES ALL OTHER RIGHTS, OBLIGATIONS AND/OR WARRANTIES AND
ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. LICENSOR MAKES NO
WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR
WITHOUT INTERRUPTION. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE
SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE OTHER THAN AS SPECIFIED
IN THE DOCUMENTATION
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO
REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT
AND CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS
PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS
AGREEMENT OR ANY OF THE ATTACHMENTS HERETO, OR RESULTING FROM THE
FURNISHING, PERFORMANCE, OR USE OR LOSS OF ANY SOFTWARE OR OTHER
MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING WITHOUT
LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM
BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding anything herein to the contrary, the maximum aggregate amount of
money damages for which Licensor may be liable to Licensee under this Agreement,
resulting from any cause whatsoever, shall be limited to the amounts actually paid
by Licensee to Licensor under this Agreement.
6.1 Patent and Copyright Infringement - To the extent of any limited liability
expressed in the contract, IntelliTime Systems Corporation agrees to indemnify,
defend, and hold harmless, not excluding the Licensee’ right to participate, the
Licensee from any and all claims, actions, damages, liabilities, costs, and expenses,
including reasonable attorney's fees and expenses, arising out of any claims of
infringement by the contractor of any United States Patent or trade secret, or any
copyright, trademark, service mark, trade name, or similar proprietary rights
conferred by common law or by any law of the United States or any state said to
have occurred because of systems provided or work performed by IntelliTime
Systems Corporation, and, IntelliTime System Corporation shall do what is necessary
to render the subject matter non-infringing in order that the Licensee may continue
its use without interruption or otherwise reimburse all consideration paid by the
Licensee to IntelliTime Systems Corporation.
7. SUPPORT AND MAINTENANCE TERMS AND CONDITIONS.
7.1. Provision of Support and Maintenance . Licensee may elect to purchase support
and maintenance for the Software as described in this Section 7 by paying Licensor
the applicable Maintenance Fees described in herein.
7.2. Term of Maintenance . Licensor agrees to provide Maintenance (as defined
herein) to Licensee pursuant to the terms and conditions set forth herein provided
that Licensee pays the Maintenance Fee for each Software product for which
Maintenance is desired as further described in Section 7.6 below. The remaining
portion of the calendar year after the effective date of this Agreement is the first
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
"Maintenance Period" hereunder; each one-year period thereafter beginning on
January 1 during the term of this Agreement for which Licensee has paid the
applicable Maintenance Fee is a subsequent "Maintenance Period."
7.3. Maintenance Services . In exchange for the Maintenance Fee, Licensor agrees to
provide to Licensee during the term of this Agreement support and maintenance
(collectively "Maintenance") as follows:
7.3.1. Support - - Licensor will provide telephone support to Licensee for current
versions of the Software between the hours of 8:30 a.m. and 8:30 p.m., EST,
Monday through Friday, excluding holidays. Licensor will investigate all questions and
problems of Licensee promptly, within 4 hours. Licensee agrees to provide adequate
information to Licensor to assist in the investigation and to confirm that any
problems have been resolved.
7.3.2. Maintenance -- Licensor will supply to Licensee, at no additional charge, any
improvements, upgrades, or modifications to the Software that Licensor makes
generally available. Any such improvements, upgrades, or modifications shall
become part of the Software for all purposes of this Agreement.
The professional service hours required to install the software and/or new features
provided under this section is included in the annual support maintenance and
support fee. Licensee agrees to install and test up to two upgrades per year on
customer’s server.
Major upgrades such as to new server hardware, significant changes to the Financial
or Payroll software interfaces and substantial reconfigurations of rules are not
covered under the annual support agreement. These services will be quoted and
billed at our then current rates. No billable work will be started without the
Licensee’s written consent in advance.
The Software that the Licensor makes uses and or integrates with third-party
software for example Microsoft SQL Server, Microsoft SQL Server Reporting Services,
Financial and Payroll systems, etc. The Licensor is not responsible for providing
support for third-party software as such is part of the Licensee’s infrastructure as
further explained in the 7.5 Exclusions. For example, the Licensor provides reports
that require Microsoft SQL Server Reporting Services. The Licensor is responsible for
providing support for these reports, whereas the Licensee is responsible for
supporting Microsoft SQL Server Reporting Services. If the Licensee creates reports
for Microsoft SQL Server Reporting Services that run in the Licensor’s Software, the
Licensee is fully responsible for development and support of those reports and
supporting Microsoft SQL Server Reporting Services.
7.3.2 Licensee acknowledges and agrees that the Maintenance to be provided by
Licensor hereunder is limited to the most current version of the Software and the
immediately preceding version.
7.4. Training . Licensee may purchase training from Licensor at Licensor's then
current fees for training. The date and time of the training shall be scheduled by
Licensor. All travel, living, and other out-of-pocket expenses incurred by Licensee's
employees will be paid by Licensee.
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
7.5. Exclusions . Licensor's obligation to provide Maintenance is contingent upon
proper use of the Software. Moreover, Licensor shall be under no obligation to
provide Maintenance should such services be required due to (a) damage occurring
in transit; (b) improper installation or operation by Licensee; (c) misuse, abuse or
negligent use, repair, alteration or improper storage or any use which does not
conform to the specific or general instructions of Licensor or to the provisions of the
Documentation; (d) any modification or attempted modification of the Software by
Licensee or any third party; (e) causes external to the Software or if the Software
has been subjected to an extreme power surge or electromagnetic field, whether or
not through the fault of Licensee; or (f) Licensee's failure or refusal to implement
software or infrastructure changes recommended by Licensor. Licensee is
responsible for maintaining their infrastructure and handling any support that arises
for such. Infrastructure encompasses hardware and software including but not
limited to Microsoft SQL Server, Microsoft SQL Server Reporting Services, Microsoft
Windows, VMWare, Hyper-V, Anti-Virus and security software/hardware, patching
software, networks and network devices (switches, firewalls, web application
firewalls, proxies and reverse proxies, internet service devices), hardware and virtual
servers and their components, storage devices, etc. If the Licensee does not meet
the requirements and recommendations made by the Licensor on their infrastructure,
the Licensee is subject to hourly support costs (outside of this maintenance
agreement) at the Licensor’s then current hourly rates for any related cases that
arise, and time spent by the Licensor.
7.6. Consideration . In payment of the services to be provided by Licensor
hereunder, Licensee shall pay Licensor on an annual basis 20% of the then current
license fee for each Software program listed on Schedule 1 of this Agreement or such
of those Software programs for which Licensee wishes to continue Maintenance
("Maintenance Fee"). Licensor shall invoice Licensee for Maintenance Fees annually,
unless either party terminates Maintenance for a subsequent Maintenance Period as
provided herein. In addition, Maintenance shall be discontinued for any Maintenance
Period for which Licensee fails to pay Licensor's invoice within ten (10) days after the
date of the invoice. All payments to Licensor under this Agreement shall be payable
in the U.S. dollars and shall be net of any and all taxes, withholdings, set-offs or
deductions of any nature. In the event that, by prevailing laws of the territory in
which Licensee operates, any withholding or other tax may become necessary,
Licensee shall pay on its own account such taxes directly to the tax authorities of the
territory.
7.7. Termination . In addition to the rights of Licensor to terminate Maintenance for
Licensee's failure to pay Maintenance Fees when due, either party may terminate
Maintenance hereunder by so notifying the other party at least thirty (30) days prior
to the start of any Maintenance Period. Licensor may terminate the Maintenance for
any Software provided it notifies Licensee of such termination at least ninety (90)
days prior to such termination and it refunds to Licensee a pro-rated portion of the
prepaid Maintenance Fee for such Software. Licensor may terminate Maintenance
without notice or refund if this Agreement is terminated. Termination of Maintenance
hereunder shall not in and of itself terminate this Agreement.
8. MISCELLANEOUS PROVISIONS .
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software License and Annual Support Contract
IntelliTime Systems Corporation
8.1. Assignment . Neither this Agreement nor any rights hereunder, in whole or in
part, shall be assignable or otherwise transferrable by Licensee, and any purported
assignment or transfer shall be null and void.
8.2. Severability . If any term or provision of this Agreement shall be found to be
illegal or unenforceable, then, notwithstanding, it will be enforced to the maximum
extent permissible, and the legality and enforceability of the other provisions of this
Agreement will not be affected. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A
LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES
TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE
ENFORCED AS SUCH.
8.3 Breach . No consent by either party to, or waiver of, a breach of this Agreement
by the other party, whether express or implied, shall constitute a consent to, waiver
of, or excuse for any other different, continuing, or subsequent breach.
8.4 Entire Agreement . This Agreement and the Schedules and attachments hereto
constitute the entire agreement between the parties concerning the Software and
supersede all prior agreements, whether written or verbal, between the parties. No
purchase order, other ordering document or any other document which purports to
modify or supplement this Agreement or any Schedule or attachment hereto shall
add to or vary the terms and conditions of this Agreement unless executed by both
Licensor and Licensee. No amendment shall be considered to have been made to this
Agreement unless it is in writing and is executed by both of the parties.
8.5 Governing Law . The parties agree that this Agreement shall be governed and
construed by the laws of the State of California, USA. Licensee hereby submits to the
jurisdiction and venue of the federal courts of the Southern District of California, USA.
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Schedule 1. IntelliTime 4.0 Pricing Model for City of Orange California - Enterprise License 10/14/2004
Quoted Pricing
Part Server Annual Sales
Number Product License Support Tax
License fees are one time, perpetual licenses.
2141 1 IntelliTime SQL Server Database 4.0 - Enterprise License 4,000.00 800.00 310.00
incl.Payroll Interface to City of Orange Payroll System
FTP, Import Data, Payroll Editing Reports
Electronic Signatures, Audit Trail, Rule Engine
Computer Based Training Module, Timecard Image Archive
Number of Users License
and Supervisors Fee
3195 VTI User Licenses 1,000 40.00 34,000.00 7,400.00 2,635.00
Professional Services
5013 160 Professional Support Hour Budget 170.00 27,200.00
Custom Test Plan, Rules, FLSA, Leave Balance Rules,
Configure Interfaces, Override Accounting Rules
TeleStaff Interface, "Immediate Leave Accruals" Rule
5014 100 Project Management 170.00 17,000.00
IntelliTime Training
6230 10 VTI Supervisor Class - Classroom Training, 10-12 Attendees 500.00 5,000.00
One hour and forty five minute hands on class w/ handouts
6240 20 VTI User Class - Auditorium Demonstration, 100 Attendees 500.00 10,000.00
One hour and forty five minute instructional demo w/ handouts
(Training Continued)
6210 1 VTI Group Administrator Class (Payroll Clerks, Payroll Supervisors)5,000.00 5,000.00
Four half day, on-site at user Agency, including on-site support
during Agency roll out to live operation.
System Totals 102,200.00 8,200.00 2,945.00
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394
Software and Services 102,200.00
Annual Support 4,100.00 Prorated from January 1, 2005 through June 30, 2005
Sales Tax 2,945.00
$109,245.00
Payment Schedule
70%Delivery of Software Licenses,$76,471.50
Customizations, Interfaces, Installation
at City of Orange
15%Start of Administrator Training $16,386.75
15%User Training Billed Monthly $16,386.75
$109,245.00
Docusign Envelope ID: 21AC540B-AB87-4CCA-83B1-12C837CE5394