springbrook software and public consulting group 09-09-14
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8/11/2019 Springbrook Software and Public Consulting Group 09-09-14
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CITY OF CARMEL-BY-THE-SEA
Council Report
September 8, 2014
To: Honorable Mayor and Members of the City Council
From: Jason Stilwell, City Administrator
Submitted by: Susan Paul, Administrative Services Director
Subject: Consideration of a Resolution Authorizing the City Administrator to Enter
into a Contract with Springbrook Software for a New Financial, Human
Resources, and Payroll System in an Amount Not to Exceed $190,683 for
the Period of September 30, 2014 through September 30, 2018 and a
Contract for Related Project Management Oversight Services with Public
Consulting Group in an Amount Not to Exceed $73,200.
RECOMMENDATION(S):
That the City Council:
1. The City Council Adopt a Resolution (Attachment I) Authorizing the City Administrator toEnter into a Contract with Springbrook Software (Attachment II) for a New Financial,Human Resources, and Payroll System in an Amount Not to Exceed $190,683 for thePeriod of September 30, 2014 through September 30, 2018 and a Contract for RelatedProject Management Oversight Services with Public Consulting Group (Attachment III) inan Amount Not to Exceed $73,200; and
EXECUTIVE SUMMARY:
On November 5, 2013, the City Council adopted the FY 2013-2017 Information Technology Strategic
Plan. The Plan included five goals:
Goal 1: Residents, businesses, visitors and staff have easy access to the information andtransactions they need at their convenience (anytime; anyplace).
Goal 2: IT applications are designed to encourage collaboration and communication amonginternal and external users.
Goal 3: Processes and procedures are in place to manage and track IT investments to ensurethey directly and measurably, support business priorities, initiatives and outcome goals.
Goal 4: The Citys applications effectively streamline business processes, improve informationsharing and enable an outcome-based, accountable approach to service delivery.
Goal 5: City staff are provided tools and training that enable them to work collaboratively toprovide internal and external customers the highest quality service and support.
Agenda Item: 7.FPage 1
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A key component of the Plan is the implementation of an Enterprise Resource Planning (ERP)
System. The goal is to replace current disparate, outdated systems with integrated systems built upon
a shared database in order to streamline and automate work processes and more easily share data.
A formal procurement process was conducted leading to the selection of Springbrook Software.
Implementation of the ERP system addresses Strategic Plan Goals 1-5.
ANALYSIS/DISCUSSION:(including why Council is considering the item and justification for recommendation)
Currently, the City uses the Multiple Operations Manager (MOM) system by Corbin Willetts for General
Ledger, HR, Payroll and Business Licenses. The system also tracks Purchase Orders and Revenue.
The system no longer meets the Citys needs.
A key component of the FY2013-2017 Information Technology Strategic Plan is the implementation of
an Enterprise Resource Planning (ERP) system. The goal is to replace current disparate, outdated
systems with integrated systems built upon a shared database in order to streamline and automate
work processes and more easily share data.
The first goal of the ERP project is to replace and augment the functions and features provided by the
MOM system with a new Payroll, Finance and Human Resources system, followed ultimately (as
separate future projects) by new capabilities such as Permitting, Code Enforcement and Work Orders.
Desired outcomes include:
Improve efficiency of daily business operations, Improve data accuracy and ease of reporting and Enable internal and external customers to find and access the data they need to answer
questions and make informed decisions.
In June 2014, the City issued RFP# ERP-001 Finance, Payroll, Human Resource System. Objectives
of this procurement included:
Select and implement a cloud-based ERP software solution proven effective and affordable insmall California cities,
Implement a new Payroll system by January 1, 2015, Develop a detailed and feasible Project Plan in partnership with City stakeholders and Establish a potentially long-term relationship with a vendor partner (or partners) for provision of
software and services, including on-going hosting services.
A targeted outreach was initiated with a number of vendors with a presence in the small municipal
market. The RFP was posted on the Citys website and advertised in local print publications. The City
received one proposal; from Springbrook Software. Evaluation of their proposal was conducted and itwas determined that it met the Citys requirements at a reasonable cost. References were checked for
several small cities. The responses were excellent. Especially important was their ability to provide
services via the Cloud, thereby eliminating the need for the City to acquire and support hardware and
software to run the new system; and the option of adding the additional modules identified above as
part of the Citys goal foran integrated ERP system. Springbrook software is currently in use by over
85 California public agencies.
The project includes the following modules:
Agenda Item: 7.FPage 2
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Dashboard- This tool provides for easy, personalized review of specific data includingautomatic notification of workflow tasks (i.e. vacation approval, personnel action form approval,purchase order approval, etc.), quick access to all of their open processes (un-postedtransactions), and a running list of reports that have been produced but not yet viewed.
General Ledger- The General Ledger module provides the functionality required forinformative online analysis and financial reporting. Application flexibility provides a stable
foundation for current operations as well as the ability to adjust to future growth. Configurableand exportable look-up grids and internal query/reporting tools enhance the user's experienceand allow for easy access to all information in any format from any time period. In addition,complete GASB and CAFR tools are also included.
Bank Reconciliation- The Bank Reconciliation module automatically assists with balancingGeneral Ledger cash activity and bank statements. With optional ACH transfers available inthe Clearing House module, this process is automated and complete. A complete checkclearing process is included, with the option of accepting this information directly from the bank.
Clearing House- The Clearing House module allows for all ACH type transactions (DirectDeposits, Direct Debits, ACH, etc.) to be automatically prepared and transmitted to appropriateagencies.
Extended Budgeting- The Extended Budgeting module is used to create and analyze anunlimited number of budget types and scenarios. The system is built to allow for detailed drilldown information that can roll-up to an account. A seamless import/export with MS-Exceloffers a multitude of variations regarding deployment.
Fixed Assets- The Fixed Assets module tracks value and depreciation from acquisition todisposal. It is specifically designed to meet GASB 34 requirements. It is fully integrated withthe procurement applications and can do an actual asset creation from those applications if sotoggled.
Purchase Orders- The Purchase Orders module is a comprehensive, integrated managementtool that administers all purchasing information and decisions. It features real-time budgetchecking, electronic approval and work flow routing of purchase orders and online remote
purchase order entry. A complete Change Order process with detailed audit trails is alsoincluded for any modifications to an existing purchase order.
Requisitions- The Requisitions process provides tools to quickly and efficiently generate,process and approve both standard and contractual requisitions.
Accounts Payable- The Accounts Payable module is the management procurement piece forvendor payment processing. Through the use of electronic checks and e-workflow, it offers apaperless environment and creates an effective and efficient solution for all accounts payableneeds.
Project Management- The Project Management module is designed to monitor costs,budgets and requirements for projects and grants. It allows agencies to be proactive in the
project management and job costing area by tracking all aspects and stages of project andgrant activity. Multi-level tasking allows users to define each project in as much detail asdesired. The tight integration with other applications, such as Payroll and Accounts Payablemakes entering this information easy and accurate.
Payroll- The Payroll module is both comprehensive and robust. It was designed to exceedlocal governments' most complex payroll requirements. Users have the ability to controlauthorized positions and handle complex benefit and deduction calculations. Effective datesallow the user to enter updates and changes to the system at any time with the systemautomatically turning on the appropriate information.
Agenda Item: 7.FPage 3
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Payroll Budgeting- The Payroll Budgeting feature is a flexible budgeting tool that canleverage existing payroll history into reliable budget projections. It is designed so that anunlimited number of "what-if' scenarios can be executed and evaluated. Once a final budget isconfirmed, it will interface into the General Ledger budgeting applications.
Human Resources- The Human Resources module is a comprehensive solution to manageall employee information. Its reporting capabilities meet all OSHA, FMLA and EEOC
requirements and strict security standards ensure that sensitive records remain safe andsecure. The user-defined category and type set up allows HR to configure the system withexactly the type of information they need to monitor and keep. Electronic Personnel ActionForms are also available to automate processes such as issuing ID badges to new employeesor kicking off annual reviews.
Online Open Enrollment- The Open Enrollment feature combines strict administrative controlover the enrollment process with the feature rich, on-demand research and enrollment toolsthat employees want. This system allows monitoring of the entire process from initial researchto final enrollment, including automatically reminding those employees who have not yetcompleted the process.
Online Employee Self-Service- The Online Employee Self-Service feature empowers
employees to take an active role in tracking and maintaining their own information. Employeescan view their pay stubs, W-2's, employee information, vacation requests, etc. and also entertheir time via this application.
Online Applicant Tracking- The Online Applicant Tracking feature provides web portalaccess for applicants to view job openings, post resumes, and complete required applicationinformation. Built-in tools provide for easy review of applicant information, and automaticnotification of eligibility or rejection. Once the selected applicants are hired, data flows into thePayroll system for easy employee setup.
Accounts Receivable- The Accounts Receivable module provides a comprehensive systemfor creating and maintaining all information necessary to record and track customer data,invoices and balances. The application makes billing and reporting easy with its reporting and
query tools. Central Cash Receipts- The central Cash Receipts module provides secure management
and tight operational controls of payment collection and processing. It centralizes all paymentcollection for maximum productivity and control. Full keyboard input and direct interfaces tocash drawers and receipt printers ensure improved user efficiency. The detailed reporting andquery tools make finding information and daily balancing an easy task.
Public Consulting Group understands the expectations of the Citys Administrative Services
Department and has a good working relationship with the project team. They have managed the RFP
process and are uniquely qualified to provide project oversight. The PCG Team is immediately
prepared to provide effective Project Management, Oversight and Support Services. Both managerial
and technical staff will be assigned to the project. They will work alongside City staff providing
guidance, oversight of the ERP vendor and support to the Citys implementation of the new Financial,
Human Resources and Payroll system.
FISCAL IMPACT:
The ERP is an approved FY 2014-15 Capital Project. Funding for the project is contained in
the General Fund.
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Budgeted (Yes/No) Funding Source( general fund, grant, state)
Yes GF Acct # 01-67053Acct # 13-67001
4 Year Estimated Amount
Description Year 1 Year 2 Year 3 Year 4 Total
License Fees & Implementation $123,409.00 $22,424.50 $22,424.50 $22,424.50 $190,682.50
Total $123,409.00 $22,424.50 $22,424.50 $22,424.50 $190,682.50
4 Year Estimated Amount
Description Year 1 Year 2 Year 3 Year 4 Total
Project Management $73,200.00 $73,200.00
Total $73,200.00 $73,200.00
PREVIOUS COUNCIL ACTION/DECISION HISTORY:
In January 2013, the City Council adopted the development of the IT Strategic Technology andInteractive Government Projects, one of its key initiatives.
November 5, 2013 - Adoption of the FY 2013-2017 Information Technology Strategic Plan January 7, 2014Adoption of the implementation of Year 1 of the IT Plan as a key initiative for
2014
ATTACHMENTS:
Attachment IResolution
Attachment II Springbrook Software Contract
Attachment IIIPublic Consulting Group Contract
REVIEWED BY:
City Administrator City Attorney Administrative Svcs
Assistant City Admin. Director of CPB Director of Public Svcs
Public Safety Director Library Director Other: ___________
Agenda Item: 7.FPage 5
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Attachment I
CITY OF CARMEL-BY-THE-SEACITY COUNCIL
RESOLUTION NO. 2014-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO A
CONTRACT WITH SPRINGBROOK SOFTWARE FOR A NEW FINANCIAL,HUMAN RESOURCES AND PAYROLL SYSTEM IN AN AMOUNT NOT TO
EXCEED $190,683 FOR THE PERIOD OF SEPTEMBER 30, 2014 THROUGHSEPTEMBER 30, 2018 AND A CONTRACT FOR RELATED PROJECTMANAGEMENT OVERSIGHT SERVICES WITH PUBLIC CONSULTING
GROUP IN AN AMOUNT NOT TO EXCEED $73,200
WHEREAS, on November 5, 2013 the City Council adopted the FY 2013-2017 Information Technology Strategic Plan; and
WHEREAS, a key component of the Plan is the implementation of anEnterprise Resource Planning (ERP) System in order to automate workprocessess and more easily share data; and
WHEREAS, the Springbrook Software ERP is a cloud-based solution; and
WHEREAS, the ERP system is fully integrated and designed to improve
efficiency of daily business operations, improve data accuracy and ease ofreporting, and enable internal and external customers to find and access the datathey need to make informed decisions; and
WHEREAS, Springbrook Software can meet the Citys needs at areasonable cost; and
WHEREAS, Springbrook Software is currently used by over 85 Californiaagencies; and
WHEREAS, in order to implement this product, expert project managementservices are required; and
WHEREAS, Public Consulting Group (PCG) has been involved in the ITStrategic Planning process, development of the Plan, and managed theprocurement process; and
Agenda Item: 7.FPage 6
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WHEREAS, the PCG team is immediately prepared to provide effectiveproject management oversight and support services.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OFTHE CITY OF CARMEL-BY-THE-SEA DOES:
Authorize the City Administrator to Enter into a Contract with Springbrook Software for a
New Financial, Human Resources, and Payroll System in an Amount Not toExceed $190,683 for the Period of September 30, 2014 through September 30,2018 and a Contract for Related Project Management Oversight Services withPublic Consulting Group in an Amount Not to Exceed $73,200.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OFCARMEL-BY-THE-SEA this 8thday of September, 2014, by the following roll callvote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
SIGNED: ATTEST:
_________________ _______________________
Jason Burnett, MAYOR Lori FrontellaInterim City Clerk
Agenda Item: 7.FPage 7
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Agenda Item: 7.FPage 8
DocuSign Envelope 1
:
205766E4 1450 4E2F 9C7F 5EE2745974CD
Finance Payroll uman
Resources
Presented
By:
Tim Price
Vice President Sales and Marketing
tim price@sprbrk.com
503) 820-2204
9/5/2014
Attachment II
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Agenda Item: 7.FPage 9
DocuSign Envelope ID: 205766E4 1450 4E2F 9C7F 5EE2745974CD
Spri
Online Applicant Tracking Professional Services - Onsite
Working with a Springbrook Consultant onsite, you will configure,
test
and deploy ervice
0
4,500.00
4,500.00
the Online Applicant tracking portaL This services includes configuration assistance Professional;
fOr20 as well as other core I with this feature.
Subscription Def
erra
l SaaS - Purchase Orders Electronic Approval Work lows
License
Subscription Deferral SaaS- Purchase Orders
Ele
c
tr
onic Approval Workflows
Subscription
( n8.oo) ( 384.00)
SaaS -Accounts Payable Positive Pay Export
Thi s
feat
ure
enab
l
es
you to produce a fl
at
file export from your application
of
checks
License
550.00 550.00
issued In
the
Computer Checks process. Initial configuration and deployment Subscription;
Finance Professional Services - Plus
Offering is limited to Professional Services
for the
following Features and Functions.
Additional Professional Services are required for Features and Functions not listed:
AP: Application Configuration, Invoice processing, Computer
Che
cks Processing
and
Reporting
GL: Application Configuration, Chart
o
Accounts Maintenan ce, Journal Entries,
Budgeting,
Bas
ic Reporting
BR:
Application Configuration, Account Reconciliation
CH:
Application
Co nfi
guration, Electronic Payment Processing
CR: Application Configuration, Cash Receipt Processing
Service
4
PM: Application Configuration, Project Configuration, Task Maintenance and
Professional;
0
12,800.00 12,800.00
Reporting
- Plus includes an assigned Implementation Consultantand Project Manager, as we ll
as access to
elearning
materials. The project completion da
te
is approximately 12
weeks from start. Finance Professional Services - Plus provid es ons ite Parallel
Processing and Go Live assistance with
the
Consultant. Also included
are
Best
Practice
and
Standard Application configuration sessions with
the
Consultant. Basic
Chart
of
Accounts form ulation assistance is provided in - Plus. Online webina r
training for Reporting Tools
and
Budgeting is provided.
Additional modules
and
functions that are necessary
after
Core Sys
tem Go Live
Sa aS Acco
un
ts Receivable
Invoice an d Manage outstanding receivables
and
collections with
the
Account
Receivable module. This module
uses
your existing cu
stomer and
location r
eco
rds to
License
create
miscellaneous receivable accounts for
your
customers. Features include
Subscription;
1,650.00 1 ,650.00
unlimited b illi
ng cycles, recurring invoicing groups, structured
fee
codes,
Past
Due
and Collections proces sing
as
well as
in t
egration to Springb rook's Cash Receipting
modu le.
Business Process Study- Human Resources: Onsite
This service
in
cludes working with a Springbrook Consultant to review current
business
pr
ocesses and understand functionality present
in
the Springbrook
6
application. The findings from this session will be used to formulate
an
Service
0
5,040.00 5,040.00
Implementationplan
that
will meet yourtunctional requirements.
Foll
owing the Professional;
session your Springb rook Implementation team will deliver a document identifying
deviations from the application Best Practices as well as a Statement of Work to
document the
of
the identified.
Dashboard Premium Component Setup
Service
This service allows you to work with a Springbrook team member to review and
Professional;
0
525.00 525.00
Subscription Deferral -On line Applicant
Tr
acking
icense
8
Subscription Deferral- Online Applicant Tracking
Subscription
( 375.00) { 1,125.00)
Accounts Receivable Professional Services
Working with a Springbrook Consultant, you will configure and deploy the Accounts
Service
9
Re ceivable Module. Based on
the
number and complexity
of
your receivables, this is
Professiona l;
0
2,100.00 2,100.00
typically a
1-2
day r
emote tra
in
ing
event
you will complete following
th
e
Go Live
of
Finance
10
Subscription Deferral - Online Employee Self Service
( 375.00) ( 1125.00)
Subscription Deferral - Online Employee Self Service
Human Resources Professiona l Services - Onsite
Working with a Springbrook Consultant onsite, you will configure and deploy the
Service
11
advanced features and functions in
the
Human Resources module. This includes
Professional;
0
4,500.00 4,500.00
configuration assistance f
or
Unions, Plans, Personnel Action Forms and other core
in this module.
12
Subscript i
on
Deferral SaaS -Accounts Payable Positive Pay Export
( 91.00) { 2]3.00)
Subscription Deferral SaaS -Accounts Payable Positive Pay Export
1
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Agenda Item: 7.FPage 10
DocuSign Envelope ID: 205766E4-1450-4E2F-9C7F -5EE2745974CD
Sprin
License
14
Subscription
8
( 110.00)
( 330.00)
Processing Assistance -Onslte
Th
is offering will prov ision an additional on-site Parallel Processing
and
Validation
session with your SpringbrookConsultant(s). You
will
work
to
parallel your
Service
15
previously c ompleted business process by replicating data entry and processing in
Professional;
0
],000.00
],000.00
Springbrook. Identified differences will
be
identifiedand correct were applicable.
This additional parallel processing assistance is recommended for large, complex
or
I
Payroll Post Go-Live Refreshe r Training Onsite
This optional training and consulting services are available at all Payroll Product
levels. Post Go-Live Refresher Training allows you to reconnect with your dedicated
16
Implementation Consultant a few weeks following yourGo-Live. You
will
be able to Service
0
1,400.00 5,600.00
review key processes, ask more in-depth questions about
the
application and Professional;
4
exp lore advanced
fea
tures and functionality in the software. Spring brook strongly
recommends this offering f
or
users that want to go beyond the basics in the
Payro
ll
Personnel Mana
ge
m
ent
Professional Services- P
rem
ier
Offering is limited to Professional Services for the following Features and Functions.
Additional Profess ional Services are required fo r Features and Functions not listed:
Application Configuration
Basic Payroll Processing
FLSA Configuration
Position Configuration
Grade & Steps Configuration
Service
1] Remote Time En try Configurati
on
Professional;
0
27,440-00 27,440.00
Direct Deposit Configuration
State and Federal Reporting
Payroll ProfessionalServices- Premier
is
available for all deployment models.
Premier includes an assigned Implementation Consultant and Project Manager, as
well
as
access to eLearning materials. Payro Professional Services - Premier
pro vides ons ite in-depth configuration assistance as well as Best Pract ice and
Standard
Application configurations, onsite Parallel Processing assistance and onsite
Finance Conversion Serv
ic
es - Plus
Finance Conversion Services Plus is available for all deployment models. Plus
Conversion Services are designed to convert crit ical data necessary fo r process
in
g in
the application. Services
at
Plus consis t of conversion
of
General Ledger Chart of
Accounts Masters, General Ledger Beginning Balances (current and 3 years prior)
General Ledger Fiscal Period Ba lances (3 years prior) and
currentYTD
AP 1099
Service
18
Vendor totals.
Conversion
0
5.400.00 5.400.00
Additionally, Plus Conversion Services also include conversion of Accounts Payable
Vend
or
Masters and Fixed Asset Masters.
All
Conversion Services identified at this level are Template Conversions. The Client
will
be responsible for extracting the data from the current system and populating it
into the temp lates provided by Springbrook. Only data populated
and
available on
the
will
be converted.
Sa
aS - Accounts Electronic Approval Workfl
ows
All
ow users to approve Invoices electronically. Working with a Springbrook
Consultant, you will define rul
es fo
r approval and escalation for each department in
your
organization. Once
dep
loyed, users will receive email notification
when the
License
19
have
any
outstanding
approval, their item has
been
approved or reje
cted.
This
Subscription;
1,1S5-00
1,155-00
feature
will
be implemented after the Go-Live.
***Due to the nature of this featu re, a cost estima te for the services
will
be provided
in a State of Work during
the
Discovery phase . Consulting
and
te s
t ing time
above
the
hours at the current Rate
SaaS Finance App lication Leve
Finance Level 2 is available
in
5aaS, License Hosted, License deployment models.
Level 2 allows for up
to
25 Funds and up
to
5 Banks. Eight Fu ll Users and 75 Casual
Us
ers are allowed for in Finance Level 2.
The following fea tures are includedas Standard
in
Finance Level
2:
License
20
General Ledger with Basic Budgeting, Standard Reports Library, Query by Example
Subscription;
4 ,400.00
4,400.00
Ad-Hoc Reporting Tool, and Visual Reporting for
CAFR
Extended Budgeting & Forecasting
Accounts Payable with Standard M
ode
(Invoices & Checks), Vouchers Mode
{Vouchers & Checks), Warrants Mode {Vouchers & Warrants) , Multi-BankChecking.
2
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Agenda Item: 7.FPage 11
DocuSign Envelope 10: 205766E4-1 450-4E2F-9C7F-5EE2745974CD
21
22
23
24
25
6
27
28
29
Purchase Orders
Project/Grant Accounting
Fi
xed
Assets (*Requires additional Services to implement.)
Miscellaneous Cash Receipts {Up to 3 Stations)
Dashboard
Optional for an additional fee
in
Finance Level 2: APPositive Pay
All standard interfaces included
in
this produc t are provided as
is.
Customization to
meet
specific 3rd party vendor requi rements are billed separately and are not
included with this product.
***This product requires Professional Services for use and are
li
sted as a separate
SaaS - Payroll Management Application Level 2
Payroll Personnel Management Level 2
is
ideally suited
for
organizations with up
to 75 Full Time Emp loyees, up to 150 Part Time Employees, and for up to 2 Pay
Schedules. Payroll & Personnel Management Level 2 does not allow for Maintaining
a Pension.
Additional options: Payroll Positive Pay. Ten FullTime Users and 150 Casual Users are
allowed for in Payroll & Personnel Ma nagemen t Level 2.
The following
fea tu r
es are inclu
ded
as Standard in Level 2:
Payroll with State and Federal Reporting,
PR
Eectronic Check Signature,
Direct
Deposit Reporting, Auto
mated
Retro Pay Process
in
g, Payroll M
ICR
Checks,
Advanced FLSA Configuration, Human Resources with Mass Employee Election
Update (Bulk Deductions), Salary Wage Control {COLA, Grade Step
Adjustments), Position Management {Position Control, Plans), Union Management
most typically 1 Union), Eectronic PersonnelActi
on Fo
rms
All
standard interfaces included
in
this product are provided as is. Cus tomization
to
meet specific 3rd party
vendor
requirements are billed separately and are not
included with this product.
***This
product
requires Professional Servicesf
or
u
se
and are listed as a separat e
on this
contract
SaaS - FULL User
SaaS Dashboard Premium Components
This
opt
ion
is
available
at all
pr
oduct
levels. Premium Dashboard co
mp onents
expand on
the
basic
compo
nents available to provide increased organizational
awareness, process transparency
and
high level
budget in
formation. These
additional components offer information
that is
catered
to
your casual inquiry users,
SaaS Purcha
se
Orders Electronic Approval Workflows
Electronic Workflows
for
Purchase Orders allow users to app rove Purchases
electronically. Working with a Springbrook Consultant, you will define rules
for
approval and escalation for each department
in
your organization. Once
de p
l
oy
ed,
users will receive email notification when the have any outstanding approval or their
item has been approved or rejected. This fea ture
will
be implemented after the Go
Live.
***Due
to
the nature of this fea
ture and
the time involved with implementing, a cos t
estimate will be provided but consulting and test ing time above the estimate will be
I
Subscription Deferra l SaaS Payroll & Personnel Application Leve
Subscription Deferral SaaS- Payroll Application Level 2
SaaS Payroll Electronic Approval Workflows
Allow users to approve Timesheets electronically. Working with a Springbrook
Consultant, you will define rules
for
approval and escalation
for
each
department
in
your organization. Once deployed, users will receive email notification when
the
have any outstanding
ap
proval
or
their item has
been app
rov
ed
or
rejected. Th
is
feature
will be implemented
after the Go-Liv
e.
Due to the nature of this feature, a cost estimate for the services will be
provided in a State of Work during the Discovery phase. Consult ing and testing time
above the estimate will be billed at actual hours at current Rate.***
On line
Online
Business Process Study Level 3 Payroll Personnel Managemen t
Th
is service includes working with a Springbrook Consu
lt
ant to revi
ew
current
business processes and
understand
functionality present in th e Springbrook
application. The findings from this session will be used to formulate an
Impleme
ntat
ion plan that
will
meet your functional requirements. Following the
session t
eam
w
ill
deliver a doc
ument
License
Subscri
pt
ion;
License
Subscription;
License
Subscription;
License
Subscription;
Se
rvice
Professional;
0
Spri
6
,239-50 6,239.50
240.00 240.00
720.00
720.00
660.00 660.00
1,155-00 1 1 55-00
( 1,039-92)
1,155-00
1,
155-00
2,2SO.OO
2,250.00
6,000.00
6,000.00
3
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DocuSign Envelope 1 : 205766E4-1450-4E2F-9C7F-5EE27459 74CD
Spri
30
Subscription Deferral SaaS Payroll Electronic App
rova
l Workflows
{ 110
.
00)
( 330.00)
Subscription Deferral SaaS Payroll
Elec
tronic Approval Workflows
Online
Working with a Springbrook Consultant onsite, you
will conf
igure, test
and
deploy
Service
31
the Online Employee Self-Service portal. This service includes configuration
of
Web
Professional;
0
4,500.00 4,500.00
Timeshe
ets,
Vacation Approval and other
core
functionality
present
with this
Payroll Personnel Management Conversion Servi
ces
Plus
Payroll
&
Personnel Mana
geme
nt Conversion Services Plus
is
available
for all
deployment mod els. Plus Conversion Services
are
designed
to
provide convert
critical
data
necessary
for
processing Payroll in
the
application. 5ervi
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Spri
Product Breakdown and Financial Roll Up
ecurring Costs
License
Maintenance
0.00 100
credited
upon
signing
Deferred
25
due
upon signing, 25 due
upon Acceptance
of Core
Modules
Service
Professional
8o,oo5.oo
Statement
of Work,
20
due up
on
completion
of Core
Module Setup
Phase,
20 upon
Co re Go-Live acceptance, 10
due upon
Full G
o-
Live
of all
Modules
Service
Conversion 10,800.00
License
Subscription
( 9,820.77)
100%
credited
upon signing
Deferred
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Go Live Implementation
Fina
nce
General
Ledger,
Accounts Payable, Purchase Orders, Bank Reconciliation, Accounts Receivable,
ACH, Misc. Cash Receipts,
Project
Management,
Wo
rkflow automated
approvals)
P
ay
roll
Utility Billing
Dir
ect
Deposit, Employee Time Entry, FLSA
Calculation,
Payroll, Workflow (El
ectronic
Approvals)
Community Development
Special Assessments
Items listed as Go-Live requirements will be implemented as part
of
Core System Acceptance and Go-Live. Core Modules included
are
listed specifically within
the
Product License and Professional Service line items above. Other functions included
in
the Product License but not listed as part
of
the Core System
in
the
Professional Service levels require additional services to Implement. Additional Services and fun ctions will be implemented systematically following
Core
System Go-Live.
, Additionallnformation
Definitions
Masters: static information and data, based on a single individual
or
entity. An example
of
a Master file is Customer, Emp loyee
or
Vendor contact information.
History: Information
that
s updated
or
added on a regular basis that is tied to a Master
File.
An example of History Includes
Checks
Billings or Receipts.
Client Requirements
Client must perform all data extraction from
their
legacy system and populate Vendor's then current Standard Templates. Standard
Tem
plates and
fi
eld listings
are available
for
review by client upon request.
Client must validate the accuracy of data. Data in legacy system which is incorrect
or
does
not
balance will need
to
be altered by Client,
or
incorrect results will
be carried through
to new
system.
Client must provide data according
to
the schedule mutually agreed upon
with
Project Manager, or project may in
cu
r changes to schedule
or
additional fees.
Client must
prov
ide field descriptions and/or definitions for data
that s
being extracted
from
the legacy system.
Vendor Requirements
Vendor will provide the software base application. The base for the Springbrook application includes System Setup,
Genera
l Ledger Shell, Cash Receipts Shell,
and Clearing House. The Springbrook
base
is included
in
all purchases.
Vendor will evaluate data provided from client
to
ensure that all required fields have been populated,
that
the formats provided meet the necessary criteria,
and the limitations
of
field ranges.
Vendor will provide consulting services
to
assist client
in
analyzing whether data inputs meet criteria specified, and assist
in
testing to
va
lidate inputs are
converted correctly to the SSI System.
Vendor will provide a secure method
for
electronic data transmission.
Vendor will ensure that all data provided in finalized templates are converted correctly into the corresponding fields
or
tables within the Springbrook
applica tions.
Once Client has offered final approval of data se ts, Vendor will provide three 3) data conversions into the Live
UB
System and one 1) data conversion into
the
Live system
for
all other Applicable as specified on table above.
Acceptance Period
Upon completion
of the
implementation of
each
Licensed Software Product purchased by
the
Client as set forth in the appropriate Order Form
or
Statement
of
Work, Client will have
3
calendar
days
to validate that
the
Products are performing in accordance with th is Addendum, the Master Agreement, and any
related Addenda.
Each
Application will be considered accepted by
the Client if
and when any one of the following
has
occurred;
(a) Cient provides vendor written affirmation that the Application
is
performing within the terms
of
this Addendum, the Master Agreement and any related
Addenda;
(a)
3
days
has
passed since
the
implementation { Go-live )
of
the
Application
without
written
notice
of
non-acceptance;
{b) Client is using the licensed Software Product at issue
for
its intended purpose; or
(c) One calendar year
has
passed since the Effective Date. Client agrees to grant Vendor access
to
any system where Licensed Software Products
are
installed
t o audit Client's
use of
the Licensed Software Pro ducts and compliance with this Addendum.
Core Modules Statement of Work
The Core Modules St atement of Work shall mean the statement of work that out lines the work necessary to implement
the
core f unctionali
ty
of the client
requested modules.
Acceptance
of
Co re Modules
of
Sta tement of
work
shall be deemed complete
for
billing purposes unless Client
has
provided written
not
ice
of
non-acceptance
wi thin 15 days of receipt of the Core Modules Statement
of
Work.
6
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dditional Information
Limitations of Conversions Services
Unless otherwise specified and agreed to Vendor will not consult
on
or assist in
the
removal of data from Client legacy sys t em.
Vendor cannot convert data from legacy system which is not available in a corresponding field.
Vendor canno t convert data into fields which exceed the maximum database
fi
eld limitations.
Spri
The services listed above do not include consulting or data manipulation for the purpose of supplying the Client with information the Client didn t previously
have access to.
Data requested to
be
convert
ed
after agreed to l
ive
conversion will
be
considered out of scope, and will require a change order, and be subject to additional
fees.
All
curren t templates and field listings are available on the
Sp
ringbrook Software, Inc. website, and included herein by reference.
Terms
ontract Term 48 Months
~
Special Terms
*Total Project Costs do not include travel, maintenance or subscription fees.
Th is Order Fo rm shows applications
Clie
nt has purchased and the amount charged for each, t he cost for implementati
on
services, and the accompanying
current maintenance costs.
By
signing t
he
Order Form, Client
is
agreeing to purchase these app
li
cations under the umbrella of the original master agreement
and the associated addenda in addi
ti
on to any terms described in this agreement to be executed between Client and Vendor and to the prices contained
herein. Pricing is based on standard contract. Deviations from standard contract terms may result in modified prices. Order Form assumes all products to be
implemented under the scope of a single project.
Client
caus
ed
project delays or requests
to
implement modules separately may require a change
order
and
additional services fees. Training and Business Process Study (BPS)
Es
timates do not include travel time or travel expenses. **Investmentwill vary based on
number of users, servers and GB being backed up. Electronic Signatures and
Cop
ies of Documents: The parties agree that this Agreement and any other
documents memorializing agreements betw
een
the parties may
be
executed and/or delivered by electronic means, including, without limitation, electronic
signatures, images of signatures, or copies of original signatures or documents, and may be delivered by electronic mail, facsimile transmission, or other
electronic or no
n
electronic means.
All
documents executed and/or delivered by electronic means s
hall
have th e same force and effect as an original, signed
document, for all intents and purposes, including, without limitation, all applications of statutes of frauds, the best evidence rule, and any sim ar rules,
statutes, regulations, or othe r principles of law. The party receiving a document signed and/or delive red by electronic means may rely
on
and use such
el
ect
ronic document to
the
same sco
pe
and
extent
as i it were
th
e original, hard copy document duly executed by t he ot her party.
7
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4CD
Sprin
I
Signed B
SignEd
8
1\ame (Pri' lt)
ame (l'rint)
Title
Title
D ~ t e
ate
8
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DocuSign Envelope
10:
205766E4-1450-4E2F-9C7F-5EE2745974CD
CONTRACT
2 14
SPRINGBROOK SOFTWARE, INC.
MASTER CLIENT AGREEMENT
This Springbrook Software, Master Client Agreement is made and entered into as by and between Springbrook Software, Inc. , an Oregon corporation having
its principal place of business at 1000 SW Broadway suite 1900,
Po
rtland OR 9720
5,
( Vendor
) and
( C i ienf), a California agency having its principal place
of
busi
ne
ss at
P.
0 .
BO
X CC, CARM EL-BY- THE-SEA. Californi
a.
Th
is
Ag
reement consists
of
he general terms
and
conditions set forth below and any applicable Addenda.
GENERAL TERMS AND CONDITIONS
DEFINITIONS
Ca pitaliz
ed
te
rm
s
in th
is Agreem
en
t mean the following un less
specifically defined elsewhere
in
th
is Agreement, or in an applicable
Addendum or Order Form.
Add
endum means an amendment
or
supplement to this Agreement
execut
ed
by b
oth
parties.
Agr
eement means this Agreement, any applicable Addenda, and
any Order Form
or
Statement of Work executed by bo th parties.
Change Order means a written request to change the terms or
scope
of
a Stat
em
ent of Work or an Order Form.
Claim means any claim, demand, cause of action, debt, liability,
or
other obligation, inducting reasonable attorney fees incurred in
connection with such a claim.
Confidential Information means (a) any confidential, proprietary or
trade secret i nformation
of
the disclosing party ( Discloser ) that, if in
tangible form, is reasonably marked as confidential , secret or with a
comparable legend, or, if disclosed orally or visually, is reasonably
identified as confidential at the time
of
disclosure or with
in
a
reasonable time fo llowing disc losure; (b) discussions
re
lating to su ch
information; and (c) any informati
on
the receiving party ( Recipient )
knew
or
reasonably should have reasonably known under the
circumstances to be confidential.
Consulting Serv ices means services provided to analyze Client
req uirements and make recommendations on how to best imp lement
and utilize Vendor Products. Client is solely responsible for insuring
that accepted recommendations are appropriate for use within the
Client's organization.
Documentation mea
ns
the then-curre
nt,
non-user specific, written
instructions, user guides, and user manuals for the Products, if
applicable, whether
in
electronic, paper or other equivalent form,
provided by Vendor to Client.
Ex
ecut
able Code means the fully compiled version
of
a softwa
re
program that can be executed by a computer and used by an end user
without further compilation.
Effective Date means the date the applicable Order Form is signed
by the Client for the Products
or
Ser
vi
ces
be
ing purc
ha
sed.
Fee
s has the meaning set forth in Section 3.1 below.
Inde
mnified
Parties means each party entitled to indemnification
under this Agreement and its officer
s,
di rectors, employees and
agents.
Page 1
of5
Software Products or
Ve
ndor Softwa
re
means the machine
readable, object-code version
of
the software by Vendor to Client,
includ ing all related Documentation and any modified, updated or
enhanced ve rsions
of
the software that Vendor may provide to Client,
as set forth in the applicable Order Form and under the terms and
conditions
of
this Agreement.
Product Maintenance Services me ans on-going services provid
ed
by Ven dor to Client as se t forth in the Software Maintenance
Addendum.
Order Form means the ordering documents, in a form specified by
Vendor, representing the in itial purchase of the Products as well as
a
ny
subsequent purchases of Products tha t are signed and submitted
by Client
to
Vendor.
Output
means any work product, forms, checks, statements, reports
interfaces to third parties,
or
informati
on
provided by Vendor or Vendor
Product
s.
Products means items purchased by Client as set forth in an Order
Form
or
Statement
of
Work, in accordance wi
th
any applicable
Addendum. Products may include Software Products, Services,
Su bscription Services, Product
Ma
intenance Services, Professional
Services, a
nd
Product Customization.
Pr
ofessional S
ervice
s means implementation, training, installation
and data recovery, migration and restoration services and other
p
ro
fessional services prov ided by Vendor to Client, but specifically
ex
clu
ding Product
Ma
intenance Se
rv
ices and Subscripti
on
Services.
Services means Consulting Services, Subscription Services,
Professional Services, Product Customization, and any other services
provided by Vendor to Client.
Subscription Se
rvices
means software based services that are
provided to the Client by the Vendor or a third party on a re-occurring
basis.
Source Code means the human-readable version
of
a software
prog ram t
ha
n can be compiled into Executable Code.
Statement of Work means a written description of work signed by
the parties pursuant to which Vendor provides Professional Services to
Client an d is covered by the terms and conditions of this Agreement.
Taxes has the meaning set forth in Section 3.4 . Term has the
meaning set forth in Section 9.1.
2 SCOPE OF AGREEMENT.
Th
is
Ag
reement states the terms
and cond
itions pursuant to
wh
i
ch
Ven
dor will provide Products
and
Services to
the
Clien
t.
Th
ese
general
terms and conditions may be supplemented by
the
applicable Addenda,
-Master
Client
Agreement
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including any Addenda identified in Table A. Client understands that all
or certain portions of the Products sold or licensed under this Agreement
may be provided by a third party service provider. Client also
understands that all Products purchased by the Client as part
of
this
Agreement are provided as is. Any Client specific changes to the
Products will require
an
Addendum or amendment consistent with
section 11 .3.
3 FEES AND PAYMENT
3 1 Fees.
Client will remit to Vendor all applicable fees, including but not limited to
license, maintenance, professional service and other fees for those
Products and Services purchased by Client, as set forth in any applicable
Order Form or Statement of Work (collectively, Fees ).
In
addition,
Client shall reimburse Vendor for any reasonable expenses, including
travel, travel time, phone and related expenses incurred in the
performance of Services, which costs are also considered to be Fees.
Except as specifically set forth in this Agreement, all Fees are fully
earned upon receipt and non-refundable.
3.2 Payment.
Payments due under this Agreement shall be made in U.S. currency in
the amounts and at the times set forth in the applicable Order Form or
Statement of Work or,
if
not indicated therein , within thirty (30) days of
the date of invoice. If Client fails to timely pay any amount when due,
Client shall pay, in addition to all principal due, interest at the rate
of
one
percent (1.0%) per month, but not to exceed the maximum allowed by
law, on such delinquent amount.
3.3 Suspension of Services
Vendor may, at its sole discretion, may suspend client's right to use any
Product provided by Vendor under this Agreement if Client fails to remit
any payment when due within ten (10) business days after receiving
written notice from Vendor that payment is past
due
. This section does
not in any way waive Vendor's rights under section 9.
3.4 Taxes.
All Fees are exclusive of any sales, value-added, foreign withholding or
other government taxes, duties, fees, excises, or tariffs imposed on the
production , storage, licensing, sale, transportation, import, export, or use
of the Products or performance of any Services (collectively, Taxes ). If
the Vendor is assessed Taxes or the Client is required to withhold Taxes
related to services provided under this Agreement, Cl ient will be
responsible
for,
and will reimburse the Vendor. Taxes shall be
considered a Fee and will be subject to the terms and conditions set forth
in this section 3.
4 OWNERSHIP
4.1
Ti tle
Client acknowledges, represents and warrants that title to and ownership
of the Products, Systems, and Documentation, including all corrections,
enhancements, or other modifications to the Software, Products,
systems, and Documentation, are the sole
and
exclusive property of
Vendor and its third party vendors. This includes all material displayed
on
the screen or generated, such as icons, screen displays, etc.
4.2
Proprietary
Rights Notices.
Client shall not delete, alter, cover, or distort any copyright, trademark, or
other intellectual property rights placed on or in the Products and shall
ensure that all intellectual property right notices are reproduced on all
copies thereof.
Page 2 of
J
CONTR CT
2 14
5 CONFIDENTIALITY
5 1
Obligations.
Each party acknowledges that,
in
the course of its performance
of
this
Agreement, it may obtain the Confidential Information of the other party.
The duty to protect any Confidential Information sha ll survive the
termination
of
this Agreement. The Recipient of any
Con
fident ia l
Information shall use the same level of ca re to protect the Confidential
Information
of
the Discloser that Recipient takes to protect its own
confidential information, but, at a minimum, sha ll take reasonable steps
to prevent the unauthorized disclosure
of
and to maintain the
confidentiality of the Confidential In fo rma tion of Discloser. Recip ient shall
not disclose the Confidential Information of Discloser to any employees,
contractors , or other third parties except as specifically authorized by
Discloser or as necessary to perform Recipient's obligations under this
Agreement. Recipient sha ll use its best reasonable efforts to ensure tha t
any party to whom Recipient does disclose Confidential Information is
subject to confidentiality obligations at
le
ast
as
protective
as
those
in
th is
Agreement. Recipient shall be liable for any breach
of
these
confidentiality ob ligations by any individual or entity receiving Confidential
Information from Recipient.
Ho
wever, the parties acknowledge and agree
that, notwithstanding such measures taken to prevent unauthorized
disclosure, use
of
or connection to the Internet provides
the
opportunity
for unauthorized thi
rd
pa rties
to
circumvent such precautions and illegally
gain access to Confidential Information. The Confidential Infor
ma
tion
disclosed by Discloser may only
be
used by Recipient
as
necessary to
perform its obligations or exercise its rights under this Ag reement.
Recipient shall indemnify Discloser fo r damages or costs incurred by
Discloser as a result of the unauthorized use, disclosure or distribut ion of
any Confidential Information facilitated by Recipient's breach of these
confidentiality ob ligations.
5.2 Exceptions.
The obligatio
ns
set forth in Section 5.1 will not apply to any information
that is required to be disclosed by:
(a) An authorized court or other governmental body or;
(b) Otherwise required by law. Such disclosure will not be considered
to be a breach of this Agreement or a waiver
of
confidentiality for other
purposes; provided, however, that Recipient will prov ide prompt written
notice thereof to Discloser and will cooperate with Discloser to limit any
disclosure to the fullest extent possible.
6 LIMITED WARRANTIES AND DISCLAIMERS
6.1
Assumption
of Responsibility.
Client assumes all respo nsibility for the selection of, appropriateness of,
use
of,
and results obtained
from
the Products and Output. Client
warrants that it is solely responsible for setting up and administering
internal controls to verify the accuracy of the Products' Output on an
ongoing basis. All warranties made by Vendor, express or implied,
extend solely to Client and not to any third parties .
6.2 DISCLAIMER.
EXCEPT AS EXPRESSLY WARRANTED IN THE APPLICABLE
PRODUCT ADDENDUM, THE PRODUCTS ARE PROVIDED AS IS,
WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS ,
IMPLIED,
OR
STAT UTORY, INCLUDING BUT NOT LIMITED TO ANY
IM
PLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON -INFRINGEMENT OR NON-MISAPPROPRIATION OF
INTE LL ECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM,
TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL
CONTENT OR RESULTS, OR SYSTEM INTEGRATION, OR ANY
WARRANTIES OR CONDITIONS ARISING UNDER ANY OTHER
LEGAL REQUIREM ENT, AND VE ND OR EXPRESSLY DISCLAIMS ALL
SUCH WARRANTIES. VEN
DOR
MAKES NO WARRANTY THAT TH E
-Master Clie
nt
Agreement
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PRODUCTS WILL RUN PROPERLY
ON
ALL HARDWARE, THAT THE
SOFTWARE, HOSTED SERVICES OR OTHER PRODUCTS WILL
MEET THE NEEDS OR REQUIREMENTS OF CLIENT OR ITS USERS,
WILL OPERATE
IN
THE COMBINATIONS THAT MAY BE SELECTED
FOR USE
BY
CLIENT
OR
ITS
US
ERS, THAT THE SOFTWARE
OR
HOSTED SERVICES WI LL BE UNINTERRUPTED OR ERROR FREE,
OR THAT ALL ERRORS WILL BE CORRECTED.
7 INDEMNIFICATION
7.1 y
Client.
Client shall indemnify, defend
and
hold Vendor harmless from any
Claims
to
the extent that the Claims arise out of or relate to:
(a) Client s Failure to verify the appropriate use of Vendor Products
and Output;
(b) Failure
of
Client to verify the accuracy
of
Output;
(c) Client s fa ilure to implement and administer internal controls,
including
in
ternal
con
trols to
ve
rify,
on an
ongo
ing
basis, the
appropriate use and accuracy, Output;
(d) Any data, software, or other materials provided by Client;
(e) Any use of the Products or Services inconsistent with their
intended use, as man ifest in this Agreement;
f) Any modification, alteration, misuse,
or
combination of the
Products or Services with other hardware or software;
or
(g) Client s wilful
or
reckless misconduct.
7.2 By Vendor.
Vendor
shall indemnify, defend and hold Client harmless from a
nd
against any Claim s to the extent that the Claim s are based on Vendor s
willful or reckless misconduct.
7.3 Entire Obligation.
THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS
SECTION 7 CONSTITUTE EACH PARTY S ENTIRE OBLIGATION
AND LIABILITY FROM OR RELATED
TO
THIS AGREEMENT
R
EGA
RDING THIRD PARTY CLAIMS.
8 LIMITATION OF LIABILITY
8 1
Waiver
of
Consequential Damages.
IN NO
EVENT WILL EITHER PARTY BE LIABLE FOR: (A) THIRD
PARTY CLAIMS OR LIABILITIES OTHER THAN THOSE IDENTIFIED
IN SECTION 7; OR (B) ANY SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA,
INACCU RACY OF DATA, LOSS OF ANTICIPATED REVENUE OR
PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER
ASSETS OR LOSS OF GOODWILL, WHETHER OR NOT
FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF
SUCH
DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL
PURPOSE OF THIS AGREEME NT OR ANY LIM ITED REMEDY
HEREUNDER.
8.2 Cap
on
Liability.
IN NO E
VE
NT WI
LL
THE TOTAL LIABILITY OF VENDOR ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED
TH E FEES PAID BY CLIENT FOR THE SERVICES OR PRODUCTS
IN QUESTION OR THE CAPS ON LIABILITY SET FORTH IN THE
APPLICABLE PRODUCT ADDENDDUM, NOTWITHSTANDING ANY
FAILURE
OF
THE ESS ENTIAL PURPOSE
OF
THIS AGREEMENT
OR ANY
LI
MITED REMEDY HEREUNDER. IN NO EVENT WILL
Page 3 of s I
CONTRACT 1
2 14
VENDORS LICEN
SO RS
OR THIRD PARTY PROV
ID
ERS BE LIABLE
FOR ANY DAMAGES, WHETHER
DI
RECT, INDIR
EC
T OR
CONSEQUENTIAL, OF ANY KIND IN CONN ECT IO N WITH OR
ARISING OUT OF THIS AGREEMENT. FOR FEES THAT ARE PA ID
ON A
RE-
OCCUR
IN
G BASIS, LIABILITY IS CAPPED AT AN
AMOUNT EQUAL TO THE FEES PAID IN ONE FULL YEAR FOR
THE SERVICES OR PRODUCTS
IN
QUESTI
ON
.
83
Disclaimer.
THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF
ACTIO N
IN
THE AGGREGATE , INCLUDING
WI
THOUT LIMITA
TIO
N,
BREACH
OF CON
TRACT,
BR
E
ACH
OF
WA
RRANTY,
IND EM NIFICATIO
N,
NEGLIGENCE, STRI
CT
LIABILITY,
MISREPRESENTATI
ON
A
ND
OTHER TORTS,
AN
D STATUTORY
CLAIMS. EACH OF THE PARTIES ACKNOWLEDGES THAT IT
UNDERSTANDS THE LEGAL AND
ECO NO MIC
RAMIFICATIONS
OF
THE FOREGOING LIMITATIO
NS, AND
THAT
TH
E
FO
R
EGO IN
G
LIMITATIONS A
LLO CATE
THE VARIOUS RISKS
BETWEEN
THE
PARTIES AND FORM
AN
ESSENTIAL PART OF THE
AG
REE
ME
NT
OF THE PAR
TI
ES
.
9 TERM AND TERMINATION
9.1
Term.
This Agreement will commence upon the Effective Date and will continue
for the period set forth in the applicable Order Forms (subject to the
renewal terms set forth in
th
e applicable Product Addendum and/or t
he
applicable Order Forms} and/or Statements of Work ( Term ), unless
earlier terminat
ed in
accordance with the provisions
of
this Agreement.
9.2 Termination
Either party may terminate this Agreement, a
nd
any applicable addenda,
and Vendor may terminate Order Forms, upon written notice if the oth
er
party materially breaches this Agreement and fails to cure such breach
within one-hundred twenty (120} days after receiving specific written
notice
of
the nature
of
the alleged breach from the non-breaching party
and the opportunity
to cure. Ven
dor may terminate this Agreem ent if
Client fails to pay any portion
of
the Fees when due within th irty (30}
days after recei
ving
written notice
from
V
end
or that
pa
yment is past due.
Additional termination rights are set forth in the warranty and/or
termination provisions in the applicable Addendum.
9.3 Obligations upon Termination.
Upon the termina
ti
on or expiration of this Agreement:
(a} Client shall prom ptly pay in full all outstanding payments due to
Vendor {but in any event, no later than ten (10) business da
ys
following the date on which termination or expiration is effective};
(b) all licenses g ranted under this Agreement and any Addenda will
immediately terminate and
Cl
ient shall immediately cease all use of the
Products;
(c) Client shall remove all copies
of
the Software from its
com
puter
systems. The expiration or ter
min
ation
of
this Ag reement does not
relieve either pa rty of any obligations that have accrued on
or
before
the effective date of the termination or expiration.
9.4 Survival.
The
following Sections will
su rv
ive
the
te
rmination or expiration
of
this
Agreement: 1 and 4 through 10, and an y other provisions
of th
is
Agreement, including any Addenda, that by reasonable interpretation are
intended by the parties to survive the termination or expiration
of
this
Agreement.
10 GENERAL LIABILITY INSURANCE
Vendor will ma intain general liability insurance. Upon request by Client,
Master Client greeme t
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Vendor will provide Client with proof
of
coverage. This certificate is
issued
to
the Client as a matter
of
information only and confers
no
rights
upon the Client. This Certificate does not amend, extend or alter the
coverage afforded
by
the insurer to the Vendor.
GENERAL
11.1 Reservation
ofrights
All rights not expressly granted to Client in this Agreement are reserved
by Vendor and its third party providers.
11.2
Entire
Agreement.
This Agreement, including the applicable Addenda and any Order Forms
or Statements
of
Work, constitutes the entire agreement between the
parties
and
supersedes all previous and contemporaneous agreements,
understandings and arrangements with respect
to
the subject matter
hereof, whether oral or written.
11.3
Amendment.
This Agreement may be amended or supplemented only
in
writing. Any
amendment must refer explicitly
to
this Agreement and must be signed
by both parties. All other agreements whether verbal, implied or written
are not binding to either party.
11.4 Waiver.
No term or provision hereof will be considered waived by either party,
and no breach excused by either party, unless such waiver or consent is
in
writing , and signed on behalf
of
the party against whom the waiver is
asserted. No consent
by
either party to, or waiver
of
, a breach
by
either
party, whether express or implied, will constitute consent to, waiver
of
, or
excuse
of
any
ot
her, different, or subsequent breach by either party.
.5 Severability.
If any provision
of
this Agreement is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full force without
being impaired or invalidated
in
any way. The Parties agree that any
invalid provision will be deemed
to
be restated so as to be enforceable to
the maximum extent permissible under law consistent with
th
e original
intent and economic terms
of
the invalid provision.
11.6 Relationship
of
Parties.
The parties
to
this Agreement are independent contractors. There is no
relationship of agency, partnership, joint venture, employment or
franchise between the parties. Neither party will have, and will not
represent that it has, any power, right or authority to bind the other party,
or
to
assume or create any obligation or responsibility, express or
implied, on behalf
of
the other party or in the other party s name.
11.7
Non Exclusive Relationship.
This Agreement is non-exclusive. Each party will be free
to
enter into
other similar agreements
or
arrangements with other third parties.
11.8
Assignment.
Neither party will indirectly or directly transfer or assign any rights under
this Agreement, in whole or part, without the prior written consent
of
the
other party. Notwithstanding the foregoing , the Vendor may, without the
prior written consent
of
the other party, assign
in
its entirety or in part this
Agreement to a subsidiary or affiliated entity as part
of
a divestiture,
corporate reorganization or consolidation, or to another party in
connection with a merger, acquisition,
or
sale
of
assets or stock,
provided the successor agrees in writing to assume all
of
the assigning
partys obligations hereunder. Any assignments contrary to this Section
11.8 will be void. Subject
to
the foregoing , this Agreement will bind and
inure
to
the benefit
of
the parties and their respective successors and
penmitted assigns.
Page4 of5 I
CONTRACT 2 14
11.9
Compliance with
Laws.
Each party shall be responsible for its own compliance with laws,
regulations and other legal requirements applicable to the conduct
of
its
business and
th
is Agreement, and agrees to comply with all such laws,
regulations and other legal requirements.
11.1 0 Force Majeure.
Except for Client s payment obligations under this Agreement, neither
party will be liable for any failure or delay
in
performance under this
Agreement which might
e
due
in
whole or in part, directly
or
indirectly,
to any contingency, delay, failure, or cause
of
, any nature beyond the
reasonable control
of
such party. Such causes include, without
in
any
way limiting the generality
of
the foregoing, fire, explosion, earthquake,
storm, flood or other weather, unavailability
of
necessary utilities
or
raw
materials, power outage, strike, lockout, unavailability
of
components,
activities
of
a combination
of
workmen
or
other labor difficulties, war, act
of
terrorism, insurrection, riot, act
of
God or the public enemy, law, act,
order, export control regulation, proclamation decree, regulation,
ordinance, or instructions
of
government or other public authorities, or
judgment
or
decree
of
a court
of
competent jurisdiction (not arising out
of
breach by such party
of
this Agreement).
11.11 Inspection
Client will permit Vendor or its representatives to review Clients relevant
records and inspect Clients facilities and systems to ensure compliance
with the Agreement. Vendor will give Client at least ten (10) days
advance notice
of
any such inspection and will conduct the same during
normal business hours
in
a manner that does not unreasonably interfere
with Client s normal operations.
.12
Governing
Law.
This Agreement will be governed by and construed under the laws
of
the
United States, the State and county
in
which the Client is located, as
defined
at
the beginning
of
this agreement.
11.13
Dispute Resolution
and Jurisdiction.
The parties will attempt
to
resolve any dispute relating
to
this Agreement
by good faith negotiation between business principals prior to initiating
fonma
l legal proceedings relating to the dispute.
In
the event the parties
are unable to resolve the dispute, any such claim shall be submitted
to
a
Court
of
Law.
11.14 Attorney Fees.
In the event any attorney is employed by any party to this Agreement
with regard
to
any legal action, arbitration or other proceeding b
ro
ught
by any party for the enforcement
of
this Agreement, or because
of
an
alleged dispute, breach, default or misrepresentation
in
connection with
any
of
the provisions
of
this Agreement, then the party or parties
prevailing
in
such proceeding, whether
at
trial or upon appeal, will be
entitled to recover reasonable attorney fees and other costs and
expenses incurred,
in
addition to any other relief to which it may be
entitled.
11.15
Notices.
All notices, consents, and approvals under this Agreement must be
delivered in writing by courier, by overnight mail service, by certified or
registered mail, (postage prepaid and return receipt requested}, or by
facsimile transmission (including delivery receipt), including
to
the other
party
at
the address set forth beneath such partys signature and will be
effective upon receipt. Either party may change its address by giving
written notice
of
the new address to the other party.
11.16
Press
Release.
In the event that Vendor wishes to issue a press release announcing the
existence of
th
e relationship between the parties and the nature
of
this
Agreement, Vendor will provide such press release to Client for Clients
Mas
ter
Client Agreement
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written approval and consent. Such approval and consent will be in
Client s sole di scretion. No other press releases that mention the other
party shall be issu
ed
w
ith
out
the
other partys prior written approval.
Client agrees to allow Vendor to list Client as a customer.
11.17 Construction of Agreement .
This Agreement has been approved by
the
respective parties hereto and
the language hereof will not
be
construed for or against any party. The
titles and headings herein are for reference purposes only and
will
not
in
any manner limit the construction of this Agreement, which will be
considered
as
a whole.
11
.18 Counterparts and Electronic Signatures.
Electronic Signatures and Copies of Documents: The parties agree
that this Agreement and any oth
er
documents memorializing
CONTRACT 1
2 14
agreements between the parties may be executed and/or de livered by
electronic means, including, without limitation, electronic signatures,
images of signatures, or copies
of
original signatures or docu
me
nts,
an d may be delivered by electronic mai l, facsimile transm
is
sion, or
other electronic or
no
n-electronic means. All documents executed
and/or delivered by electronic means shall have the same force and
effect as
an original, signed document, for all intents and purposes,
including, without
lim
itation, all applications
of
statutes
of
frauds, the
best evidence rule, and any similar rule
s, statutes, regulations,
or
other
principles
of
law. The party receiving a document signed and/or
delivered
by
electronic means may
re
ly on and u
se
s
uch
electronic
document to the same scope and extent as if it were the original , hard
copy document duly executed by the other party.
IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to
be
executed as of the Effective
Da
te by a duly autho
rized
officer or
representative.
Siqnature Section
Vendor
Springbrook Software, Inc.
Client
Siqned
By
(Print)
Tlm
Rosener
Siqned By (Print)
Date
Jli 5J kQM hv
Date
Title
JI VP IZ< lrnnr::l tP nPvPlnnmPn t
Title
Signature
Ill\\ / '>UIUA'
Signature
QAOO
Ad ditional Siqnatures
Client
Client
Signature
Signature
Signed by (Print) Sianed bv IPrintl
Title Title
Date Date
Page
o
f
-Master Client Agreement
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DDENDUM
2 14
SPRINGBROOK SOFTWARE, INC.
SOFTWARE MAINTENANCE ADDENDUM
Th
is Addendum sets forth additional terms and conditions applicable
to
Product Maintenance Services purchased by
( C
lient )
from
Springb rook Software,
I
nc. ( Ve
ndor ) pursuant to
th
e Master Client
Ag
reement
( Mas
ter Agreemenf') ent
ere
d into
by
Vendor and Cl
ient.
Capita
lized
terms u
sed in
this Addendum
but not defined herein will have the mea nings set forth in the Master Agreement or in the Software License Agreement Addendum.
GENERAL TERMS AND CONDITIONS
DEFINITIONS
Capitalized terms in this Addendum mean the following unless
specifically defined elsewhere in this Addendum.
Enhancement any change to a Software Product t
ha
t the Vendor, in
its sole discretion, has determined will become part
of
the Software
Product, including any modification or addition that, when made or
added to a Software Product, materially changes its utility, efficiency,
functional capability, or Output, but that does not constitute solely
an
Error Correction, and does not constitute a New Product
Re
lease.
Vendor may designate Enhancements as Major Enhancements or
simply as Enhancements, depending on Vendor's assessment
of
their val
ue
and
of
t
he fu
nction
ad
ded to the Software Product or
Application. A Major Enhancement is a substantial rewrite of an
Application
or
a Software Product.
Tempora
ry
Fix means an ini tial correction or fix to a problem in the
Software Products prior
to
the release of an Error Correction.
Error
C
or
rect
io
n means either a modification or
an
addition that,
when made or added to the Software Products, brings
the
Software
Products into ma terial conformity with its Specifications, or a procedure
or rou tine that, when observed in the regular operation of the Software
Products, avoids the practical adverse effect of such nonconformity.
Maintenance Fees means Fees paid by Client on a periodic basis to
purchase the
Product Maintenance Services under
th
is Addendum.
These Maintenance Fees are subject to the Terms and Conditions
of
the Master Agreement are considered Fees.
New
Pr
oduct Relea se means either the total rewrite of an
Application or new version(s)
of
the Software Products (including,
without limitation, offering of an Application in a new language), the
offeri
ng of
new suites
of
Applications or databases, generally
packaged as a separate module, and which may incorporate Error
Corrections and/
or
Enhancements. A New Product Release shall be
distinguished from an Enhancement by Vendor's determination , based
on Vendor's assessment
of
the New Product's value and
of
the
functi
on
added to the Software Products or
an
Application.
2 SCOPE OF MAINTENANCE AGREEMENT.
Client has purchased access to certain Software Products f
rom
Vendor
and Client wishes to have Vendor maintain and support Client's use
of
those Software Products. Vendor and Client therefore agree as
follows:
2.1 Scope of Support S
er
vices
(a) As long as Client is current on Maintenance Fees, Vendor agrees
to
provide Basic Support Services in support of the Product.
Basic Support Services shall
consist
of
:
Page of 1
(b) a toll-free line plus Internet access to Vendor's support department
during Vendor's normal hours
of
operation to answer questions
about the Software Products and help resolve issues not related to
Error Corrections as defined below; and
(c) After hours support during hours other than Vendor's normal hou
rs
of
operation. Client will pay for afterhours support at Vendor's
standard hourly rates for afterhours support, or as documented
on
the appropriate Order Form or Statement of Work.
2.2 Scope
of
Product Ma intenan
ce
Services
As long as Client is current on Maintenance Fees, Vendor agrees to
provide Product Maintenance Services in support
of
the Software
Products as
se
t
fo rth
in the applicable Order
Form
. Product
Mai
ntenance
Services shall consist of:
(a) Error Correction. Vendor will use all reasonable diligence to
correct verifiable and
re
producible errors in Software Products tha t
are not performi
ng
in accordance with the Specifications. Error
Corrections will
be
made within a reasonable time period after
reported to Vendor. The Error Correction, when completed, may
be provided in the
fo
rm
of
a Temporary Fix or, in Vendor's
discretion, a work around may be provided in the form of
recommended alternate methods of using the Software Products.
(b) Changes in State and Federal Reporting Requirements. Vendor
will provi
de
Enhancements needed to
co
nf
orm
to
sta
te and federal
reporting requirements , including changes to tax tab les and routine
forms, as changes become effective. Product Maintenance
Services under this Addendum do not include updates to conform
to any changes
in
local governmental regulations, incl
ud
i
ng
without
limitation changes in utility billing
ra
tes, reports or methods. Vendor
reserves the right to determine final form
of
State and Federal
reporting functionality to ensure that fun ctionality meets the
req uirements of the controlling regulati
on and
all
cl
ients within the
scope of said regulation. Enhancements to meet local needs are
not included in this Service.
(c) Service Packs. Vendor may, from time to time, issue rou tine minor
releases
of
t
he
Software Products, known
as
servi
ce
packs, which
contain Error Corrections, to Clients who have Software
Ma
top related