HomeMy WebLinkAboutMINUTES - 03191996 - C34 TO: BOARD OF SUPERVISORS5E--`.
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FROM Phil Batchelor, County Administrator Contra
Costa
CountyDATE: March 12, 1996 °orTA�a�N
SUBJECT: Agreement for Computer Software Services from PeopleSoft
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
Approve and authorize the Chair of the Board of Supervisors to execute on behalf of the
County an agreement with PeopleSoft to purchase computer software at a cost of
$648,608.
H. REASON FOR RECOMMENDATION AND BACKGROUND:
This computer software is being purchased for use in the County's new Human
Resources, Benefits and Payroll System. Details of the system are presented in a
determination item on the Board Agenda.
CONTINUED ON ATTACHMENT. YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON -- March 199 1996 APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
x UNANIMOUS(ABSENT AND CORRECT COPY OF AN ACTION TAKEN
AYES: _NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
CC: CAO ATTESTED March 19, 1996
Human Resources PHIL BATCHELOR.CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
M382 (10/88) BY DEPUTY
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CONTRA COSTA COUNTY
SOFTWARE AND SERVICES PROCUREMENT AGREEMENT
Name of Project:Human Resources Payroll Project Contract No:
Contractor: PeopleSoft Effective Date:March 19, 1996
This Agreement is entered into by and between the Contra Costa County and the above named Contractor, to be effective as
of the date given above.
A. Contractor will provide the County with the Services and Products described in Exhibit A and B in accordance with the
Project milestones contained in Exhibit C, as such exhibits may be modified as provided herein. The Project will be evaluated and
accepted by the County pursuant to the tests,procedures,and criteria set forth in Exhibit D.
B. The attached Terms and Conditions are incorporated into and made a part of this Agreement.
C. The following provisions shall apply to the attached Terms and Conditions:
(1) Authorized Representatives(Section 4.2,6.2,6.3):
For Contractor Barry Wright Telephone 510-274-9211
For County Mike Lichtenstein Telephone 510-313-1492
(2) Addresses and Fax Numbers for Notices(Section 20.0):
Contractor: County:
Legal Department Data Processing
1331 North California Street 30,Douglas Drive
Walnut Creek,CA 94596 Martinez,CA 94553-4068
FAX 295-9490 FAX 313-1459
(3) Fixed Price or Other Pricing Basis(Section 3.1):. $448,608
(4) Reserve Amount for Minor Changes(Section 6.3): $200,000
(5) Minimum Amount for Minor Changes(Section 6.3): $10,000
"COUNTY" "CONTRACTOR"
CONTRA COT C
BY: By
Cha e o oard of Supervisors
BARRY WRI Vice President,General Manager
P ame and Title
Date: March 19, 1996
Attest:
p Clerk,Board of Supervisors APPRO TO FORM AND LE
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(JVv f The County Counsel
MAR-13-1996 10:05 FROM CCC DATA PROCESSING TO 92959490 P.02
CON'T'RA COSTA COUNTY
SOFTWARE,AND SERVICES PROCUREMENT AGREEMENT
TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 The following general definitions shall apply for the purposes of this Agreement:
"Agreement"shall meant this agreement.
"Business Day"shall mean Monday through Friday,excluding holidays observed by the County.
"Confidential Information"shall have the meaning set forth in Section 7.1.
"Contractor"shall mean the person or entity identified as Contractor on the first page of this Agreement.
"County"shall mean the Contra Costa County.
'Disclosing Party' shall have the meaning set forth in Section 7,5.
"Documentation"shall have the meaning set forth in Section 8.4.
"Maintenance"shall mean the providing of technical information,assistance,error correction, repair
services,and repair parts in the manner specified in Exhibit F.
"Minor Changes"shall have the meaning set forth in Section 6.3.
"Products"shall mean sofiware listed in Exhibit B and all other software to be provided by Contractor
pursuant to this Agreement.
"Project"shall mean the task(s)described in Exhibit A
"Receiving Party"shall have the meaning set forth in Section 7.5.
"Section"shall meant a section of this Agreement.
"Services"shall mean all labor to be provided by Contractor or its subcontractors pursuant to this
Agreement.
"First Productive Use"shall mean that point in time which County processes"live"customer data with any
functional portion. or total function,of PeopleSoft Software.
1.2 Exhibit A hereto contains additional definitions of scope of work to be used with this Agreement and
other exhibits.
2.0 EXHIBITS
The following Exhibits hereto are incorporated into and made a part of this Agreement;
Exhibit A Statement of Work
Exhibit B Equipment and Software Deliverable Items;Pricing for Additional Items
Exhibit C Project Milestones and Special Payment Provisions
Exhibit D Performaneo,and Acceptance Criteria
Exhibit E Indemnification and Insurance Provisions
Exhibit F Maintenance Agreement
Exhibit G License Agreement
Exhibit H Software Source Code Escrow Agreement
3.0 PRICING AND PAYMENT
3.1 The County will pay Contractor for the Services and the Products in accordance with the pricing set
forth in item C(3)of this Agreement, except as otherwise provided in this Agreement.
3.2 Except as otherwise provided in this Agreement. Contractor will invoice the County and will be paid in
accordance with the provisions of Exhibit C.
3.3 All invoices from Contractor will be in a format approved in advance by the County.
3.4 Invoices are payable within 30 days after receipt except for execution payment as defined in Exhibit C
which will be paid shortly after the execution of the contract.
3.5 If this Agreement is designated as a firm fixed-price contract in item C(3) of page 1 hereof. such price
shall include all, freight charges, insurance, licenses, and any other charges related to or licensing of the Products and the
providing of the Services to the County; the total amount invoiced to the County for the Project shall not exceed the
amount set forth in item C(3)on page 1 hereof, unless changes are approved pursuant to Section 6.0.
3.6 Should the County require additional Products for the Project, they will be provided under the pricing
structure set forth in Exhibit B and shall be considered changes pursuant to Section 6.0.
4.0 PERSONNEL AND SUBCONTRACTORS
4.1 Contractor shall provide qualified personnel to supply the Services for the Project.
4.2 The Authorized Representative of Contractor designated on page 1 of this Agreement shall be the
County's normal point of contact at Contractor on matters related to Contractor's performance of the Services hereunder.
Likewise, the County has designated its Authorized Representative who will be the normal point of contact at the County
for Contractor concerning the County's duties and responsibilities hereunder and any interpretation or proposed
modification of this Agreement. The Authorized Representatives for a party may be changed upon written notice from
the party changing the Authorized Representative to the other party. Upon written reasonable business request by the
County, Contractor will replace Contractor's Authorized Representative.
4.3 Contractor agrees that the Contractor employees designated as Account Manager will be assigned to the
Project and will be available as necessary to meet the milestones in Exhibit C. Contractor shall not withdraw or replace
such Account Manager through the First Productive Use as defined in Exhibit C, without the prior notification.to the
County, except for the termination of employment, illness, death, disability, or other similar personal reasons. County
has the right to review Account Manager replacement.
4.4 Immediately upon receipt of written notice from the County that any Contractor employee is not
performing work on the Project in a satisfactory manner, Contractor will remove such employee and, within a reasonable
period of time, replace such employee with a qualified employee.
4.5 Contractor and its employees are not and shall not be deemed to be, employees of the County.
Contractor and its subcontractors will be solely responsible for the payment of their respective employees' compensation,
including employee taxes,workers' compensation,and any similar taxes associated with their employment.
4.6 This Agreement shall not create any partnership or joint venture between the parties. Nothing
contained in this Agreement shall constitute either party as the agent or legal representative of the other for any purpose.
No provision of this Agreement grants either party any express or implied right of authority to assume or create any
obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner or
thing whatsoever.
4.7 Neither party will, directly or indirectly, solicit employment of any employee of the other party during
the work on the Project by said employee and for one year thereafter.
5.0 ASSISTANCE FROM COUNTY, RULES OF ACCESS AND CHANGE MANAGEMENT
5.1 While on County's premises in connection with the performance of this Agreement, Contractor
personnel will comply with the County's applicable rules with respect to security, conduct and other matters concerning
access to County's premises. Such rules may require in some cases background checks and escorts for Contractor and
subcontractor personnel. On notice from the County, Contractor will remove immediately any of its personnel assigned
to perform work under this Agreement who do not comply with such rules.
5.2 Unless otherwise requested in writing by the County, that portion of the Project work to be done on
County premises by Contractor and its subcontractors will be performed between the hours of 7 a.m. and 6 p.m. on
Business Days.
5.3 In performing its,duties for the Project, Contractor will comply with the County's standard
requirements with respect to technical and operational change management. It is understood by Contractor that changing
the County's computers, in particular its mainframes, requires advance notice and compliance with established County
procedures. County will assume the responsibility to ensure that the County's procedures are being followed
6.0 CHANGES
6.1 The parties acknowledge that additions and modifications to the Products and Services specified under
this Agreement may be required in the manner set forth in this Section.
6.2 'No such change, whether major or minor, shall be binding, and Contractor shall not
proceed with any change, unless the change is confirmed in writing and formally executed by the Contractor's Authorized
Signatory and the County's Project Manager.
6.3 Minor Changes�ay be made by the mutual written agreement of the County's Project Manager and the
Contractor's Authorized Signatory without the necessity of a formal proposal and estimates. Minor Changes are those
having a price less than the maximum amount for Minor Changes as specified in item C(5) of page I of this Agreement,
generally involve the adding of Products or Services which were not included in Exhibits A or B, and require immediate
implementation to ensure that the Project is not delayed. Minor Changes will be funded from a pool reserve in the
amount specified in item C(4)of page 1 of this Agreement. Once that fund is depleted, this Minor Change procedure will
no longer be available. If the reserve is not entirely depleted during the Project, the balance will, at the County's option
following completion or termination of the Project, either be credited to other work Contractor is performing for the
County or be returned to the County.
6.4 For any change which does not qualify as a Minor Change, the party seeking the change shall inform
the other in writing of the details of the contemplated change and any requested terms concerning the change. For a
change of this type requested by Contractor and involving additional or deleted Services, Contractor shall include a
written proposal containing the cost of the additional or deleted Services involved in the change, and any impacts upon
price,delivery schedule, or other terms. For a change of this type requested by the County, Contractor shall respond with
such a proposal within fifteen Business Days after receipt of a written request for the change. Changes involving only the
addition of Products can be made pursuant to the provisions of Section 6.2 without the necessity of a formal proposal and
shall result in an adjustment of the Project price in item C(3) of page 1 hereof according to the pricing set forth in
Exhibits B and C.
7.0 CONFIDENTIAL INFORMATION
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7.1 Contractor acknowledges that in the course of performing work on the Project, it and its subcontractors
may be exposed to certain Confidential Information, including without limitation medical records, employment records,
secret passwords to County computer systems, methods of accessing County computers and data, County personnel data,
payroll data, County proprietary software, records and data which are not available to the general public, and documents
marked "Confidential" or "Proprietary", Other categories of documents considered Confidential Information by the
County shall be specified to Contractor in writing.
7.2 The County acknowledges that Contractor may be disclosing Confidential Information to the County in
the course of performance of the Project, including software, Documentation, and any other documents marked
"Confidential" or"Proprietary.".
7.3 Information of a proprietary nature which is disclosed orally to a party hereto shall not be treated as
Confidential Information unless it is stated at the time of such oral disclosure that such information is Confidential
Information and such information is reduced to writing and confirmed as Confidential Information to the Receiving Party
(as defined below)within 30 days after the oral disclosure.
7.4 Documents marked "Confidential"or "Proprietary" in accordance with Sections 7.1, 7.2, or 7.3 shall be
numbered and logged in a manner mutually agreed upon between the parties.
7.5 Confidential Information does not include (a) information which the party hereto receiving the
information(the 'Receiving Party") can prove was known to it at the time of receipt from the party hereto disclosing (the
"Disclosing Party") that information to the Receiving Party, (b) information lawfully received by the Receiving Party from
a third party that is not under an obligation of confidentiality with respect to such information, (c) information which
becomes known to the public other than by a disclosure prohibited by this Agreement, or (d) information which the
Receiving Party can prove was independently developed by it without assistance from access to Confidential Information.
7.6 The Receiving Party shall use Confidential Information solely for the purposes of the Project and may
disclose Confidential Information to other employees and consultants only upon the advance written consent of the
Disclosing Party. Except as provided in Section 8.0 and except as required by law, no other disclosure of Confidential
Information is authorized under this Agreement.
7.7 Except for Confidential Information contained in documentation prepared for the County by Contractor
or its subcontractors hereunder, upon request by the Disclosing Party, the Receiving Party shall return Confidential
Information to the Disclosing Party, along with all copies and notes made therefrom.
8.0 RIGHTS IN SOFTWARE AND DOCUMENTATION
8.1 All software from third parties to be provided by Contractor hereunder will be licensed to the County
pursuant to the terms and conditions of the license agreements provided by the publishers of such software.
8.2 Custom software, if any, developed for the County hereunder will be subject to the requirements in
Exhibit A.
8.3 With respect to software routines, programs, scripts,or diagrams or schematics written or
formulated by Contractor or its subcontractors hereunder, Contractor will designate any third-party software tools (e.g.,
compilers or CAD programs) that were used in the development of such software, diagrams, or schematics. It is the
preference of the County that non-proprietary tools be used for the development of such software, diagrams, or
schematics, but if proprietary software tools must be used, then Contractor must provide the County with an object code
version, as well as available documentation on the use of such tools. The County may use such proprietary tools solely for
the purpose of maintaining and modifying the software, diagrams, or schematics written or formulated by Contractor or
its subcontractors for the Project.
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8.4 All documentation required to be developed for the County pursuant to Exhibit A ("Documentation') will
not be based on Contractor Confidential Information, unless there is a compelling need and the County agrees in writing.
The County shall own all such Documentation delivered hereunder except for (a) Documentation Contractor can
demonstrate was previously developed by or for Contractor and is not in the public domain; or (b) Documentation
identified in writing by Contractor and proved to the County's reasonable satisfaction as being developed solely with
Contractor resources.
8.5 With respect to Documentation which is deemed to belong to Contractor in accordance with Section 8.4,
Contractor grants the County a non-exclusive, royalty-free license to use and copy any such Documentation for its own
internal use. The County shall have the right to disclose such Documentation to contractors, or computer hardware or
software maintenance organizations, provided such entities (a) have a need to know such information for the purposes of
modifying, maintaining, or enhancing the County's equipment or software, and (b) agree not to use such information
except with respect to work for the County. Such Documentation will not otherwise be disclosed outside County
government without the advance written consent of Contractor,which shall not be unreasonably withheld or delayed.
9.0 RISK OF LOSS
Risk of loss or damage for the Products shall pass to the County when the Project is Accepted by the County pursuant to
the provisions of Exhibit D.
10.0 INFRINGEMENT PROTECTION
10.1 All royalties or other charges for any patent, copyright, trademark, trade secret, or other proprietary
right to be used in the Project shall be considered as included in the price for the Project. Contractor shall defend,
indemnify, and hold the County harmless against any and all liabilities, judgments, costs, damages, and expenses
resulting from a claim or suit against the County for alleged infringement of any patent, copyright, trademark, trade
secret, royalty or license agreement, or other proprietary right arising out of the use by the County of the Products or
Documentation for the purposes intended hereunder. As a condition of such indemnification, the County shall promptly
inform Contractor of any such claim or suit, allow Contractor or its suppliers to control the defense against such suit,
and cooperate in the defense against such suit.
10.2 If the County's use of any portion of the Products or Documentation is enjoined by a court of
competent jurisdiction, Contractor shall at its option and expense and within 120 days of the enjoinment:
(a) Procure for the County the right to use such infringing portion;
(b) Replace such infringing portion with a non-infringing portion providing equivalent
functionality; or
(c) Modify the infringing portion so as to eliminate the infringement while providing
equivalent functionality.
10.3 After giving advance written notice to the County, Contractor may delegate its responsibilities under Sections
10.1 and 10.2 to the manufacturer of the allegedly infringing Product.
11.0 INDEMNIFICATION AND INSURANCE
Contractor shall comply with,and require its subcontractors to comply with, the terms and conditions of Exhibit E
related to indemnity and insurance.
12.0 WARRANTIES AND MAINTENANCE
12.1 Products to be provided by Contractor hereunder will be subject to the warranties, if any of the
manufacturers or suppliers of such Products. Contractor will ensure that such warranties are transferred to the County.
12.2 Contractor will provide maintenance or will arrange for maintenance for Products in the
manner specified by Exhibits A and F.
12.3 Contractor represents and warrants to the County that, upon payment of the license fee
specified in this Agreement, the County will have the right to use each of the Products, free and clear of all liens,
encumbrances,and claims.
12.4 Contractor represents and warrants to the County, that at the time of installation, the software
Products will be free of programming that is intentionally and specifically constructed for the purpose of destroying,
interrupting, or otherwise adversely affecting the software Product's code or other code or data in a computer. such as by
replicating itself or another program many times without any useful purpose.
12.5 Contractor warrants to the County that the Services to be performed by it hereunder (a) will be
performed in a competent manner by qualified personnel, and(b)will conform to the applicable scope of work
12.6 Contractor warrants to the County that all software developed, distributed, installed or
programmed by Contractor pursuant to this Agreement will comply with the ANSI or ISO 9000 date format so as to
correctly manipulate and present date-sensitive data both before and after January 1, 2000. Upon being notified in
writing by County of the failure of any software to comply with the ANSI or ISO 9000 date format, Contractor will.
within 60 days and at no cost to County, replace or correct the non-complying software with software that does comply
with the ANSI or ISO 9000 date format.
12.7 NO OTHER WARRANTIES, EXPRESS, INTLIED, OR STATUTORY, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WILL APPLY.
13.0 DELAYS
13.1 Except for the failure to make payments when due, neither party will be liable to the other
party by reason of any failure in performance of this Agreement if the failure arises out of acts of God, acts of the other
party, acts of non-County governmental authority,fires, strikes, delays in transportation, riots or war, or any cause beyond
the reasonable control of that party. If any such event delays performance, the time allowed for such performance will be
extended an amount of time equal to the period of such delay.
13.2 If performance under this Agreement is postponed or extended pursuant to Section 13.1 for
longer than 60 days for a reason other than the acts of the County, then the County may, upon written notice to
Contractor given during the postponement or extension, terminate this Agreement.
14.0 TERMINATION FOR CAUSE
14.1 It is expressly agreed that this Agreement shall be fully discharged only by the completion of
all work and obligations contracted for,or with the written consent of the County.
14.2 If Contractor fails to begin work on the Project in a timely manner, fails to meet a milestone in
Exhibit C by 15 or more days, or either party fails to carry out or breaches its.obligations hereunder and such failure or
breach is not excused by Section 13.2, either party may terminate this Agreement by giving written notice of intent to
terminate. If the breaching party has not completely cured its breach within 15 business days of the receipt of such notice,
then the non-breaching party may terminate this Agreement upon the delivery of a written notice of termination.
14.3 In the event of termination under this Section, the County, shall return any or all copies of
Software, and Documentation and all other confidential information to Contractor.
15.0 EFFECT OF TERMINATION
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15.1 After receipt of notice of termination, Contractor shall (a) comply with the reasonable
instructions of the County with respect to stopping or continuing work until the termination date; (b) place no further
orders or subcontracts for Products or third-party Services, except as otherwise directed by the County; (c) terminate all
orders for Products and subcontracts to the extent they relate to the performance of work terminated by the notice of
termination, (d) return Products to their suppliers, if requested by the County and permitted by such suppliers, (e) deliver
the custom Documentation and any custom software to the County in the form it is then in and not subject to the delivery
acceptance criteria in Exhibit D, and (f) return to the County all County Confidential Information, along with all copies
and notes made therefrom and a certificate signed by Contractor's Authorized Representative evidencing compliance with
this provision.
15.2 Sections 7.0, and 17.1 shall survive
16.0 LIMITATION OF LIABILITY; EXCLUSIVE REMEDIES
16.1 EXCEPT FOR THE COUNTY'S PAYMENT OBLIGATIONS HEREUNDER. AND THE
COUNTY'S OBLIGATIONS UNDER THE TITLE AND PROTECTION CLAUSE IN EXHIBIT G, THE COUNTY
SHALL HAVE NO LIABILITY TO CONTRACTOR FOR ANY BREACH OR TERMINATION OF THIS
AGREEMENT.
16.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR SAVINGS, LOSS
OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES, DOWNTIME COSTS, OR
DAMAGES AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS.
17,0 DISPUTES
17.1 Any dispute arising out of or relating to this Agreement, or breach thereof, shall be first
submitted to the senior management of each party for resolution. If the dispute cannot be resolved within 30 days after
such matter is referred to senior management, then the dispute shall be submitted to binding arbitration in Contra Costa
County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association
("AAA") then in effect and section 1283.05 of the California Code of Civil Procedure. All discovery must be concluded
within 60 days after the submission to arbitration. The decision of the arbitrator shall be final and may be entered as
judgment in any court of competent jurisdiction. Each party shall bear the cost of its own attorneys' fees, except that the
arbitrator shall have the discretion in appropriate circumstances to require the losing party to pay all or a portion of the
prevailing party's reasonable attorneys'fees.
17.2 Except as provided in the Termination provisions herein. Contractor or its Subcontractors shall
not stop work on the Project,due to a dispute.
18.0 PUBLICITY
Prior to issuing any press release concerning the Project or otherwise making a public statement about the
Project, Contractor shall obtain the County's written approval of the content of such press release or statement. Such
approval will not be unreasonably withheld or delayed. Contractor shall impose this same requirement on its
subcontractors.
19.0 NOTICES
Any notice under this Agreement will be in writing delivered by hand, by certified mail (return receipt requested), or by
other competent and reliable courier service (delivery receipt retained), to the other party at the address indicated in item
MAR-13-1996 10:21 FROM CCC DATA PROCESSItIG TO 92959490 P.02
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C(2)of page 1 of this Agreement or to such other address as may be substituted by notice. Notice will be effective on the
date of rcccipt.
20.0 GENERAL PROVISIONS
20.1 In the performance of duties hereunder, Contractor shall comply, and shall require its
subcontractors to comply,with all applicable federal,state,and local laws,rules,and regulations.
20.2 Neither party may assign this Agreement without the prior written consent of the other party,
which consent will not be unreasonably withheld;provided,however, that Contractor may assign this Agreement without
consent to a successor in interest to all or substantially all of its stock-or assets.
20.3 If any part or parts of this Agreement arc held to be invalid, the remaining part( of this
Agreement will continue to be valid and enforceable.
20.4 The headings in this Agreement are for reference purposes only; they will not a8ect the
meaning or construction of the terms of this Agreement-
20.5
greement20.5 The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit
of any other persons or legal entities_
20,6 This Agreement may be executed by the parties in one or more counterparts, each of which
when so executed shall be an original. All such counterparts shall constitute one and the same instrument.
20.7 Each of the parties to this Agreement represents and warrants that it has the power and
authority to enter into this Agreement and perform the action contemplated hereunder, and this Agreement has been duly
authorized and is the valid binding and enforceable obligation of such parties.
20.3 This Agreement, including its referenced exhibits, contains the complete and exclusive
understanding of the parties with respect to the subject matter hereof. Except for any terms or conditions of a Request for
Quotes or Request for Proposal that are included by reference in this Agreement, this Agreement supersedes and cancels
the terms and conditions contained in any previous Request for Quotes or Request for Proposals of the County, a;iv prior
Contractor negotiations, proposals, or other submissions to the County by Contractor, and any prior oral or written
agreements or representations between County and Contractor concerning the Project. Nvio waiver, aitcration, or
modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized
representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to
modify or alter the provisions of this Agreement.
20.9 This Agreement is entered into and to be performed in the State of California and shall be
governed and construed under the laws of the State of California.
21, CONTRACT DOCUMENTS
The documents which constitute the Agreement between the parties consist of the following:
a) This Agreement and all the Exhibits referred to under the Exhibits Section in this
Agreement:
b) The Schedule One;
c) The Contractor's response dated 12/5/95;and
d) The RFP dated 10/31/95;
In the event of a conflict between the terms and conditions of the documents which constitute the Agreement
between the parties,the document which is first listed in the above paragraph will prevail.
MAR-13-1996 10:21 FROM CCC DATA PROCESSING TO 92959497 P.03
EXHOIT A
STATEMENT OF WORK
1. General Description of Project
The Project involves the license, installation, testing and maintenance of an automated Human
Resources and Payroll system ("Project") which consists of licensed software which is capable of
the functionality as described in the RFP dated 10/31/95 and the Contractor response to that RFP
dated 12/5/95. The project will be implemented at the following site:
Contra Costa County
Data Processing Services
30 Douglas Drive
Martinez, CA 94553-4068
2. PtQJeet Phases
Project will comprise of phases as listed in Fxhibit C.
3. Contractor Services
Contractor will provide experienced an Account Manager to assist in the successful completion of
the Project. Contractor support shall include the following functions and services:
a. Implementation Schedule
Contractor and the County shall perform their duties and responsibilities hereunder in
accordance with the schedule in Exhibit C. Contractor and County acknowledge that prompt
performance of all services hereunder is required. Each party will use commercially reasonable
efforts to meet such deadlines and shall give the other party prompt notice of any anticipated delays
in meeting such deadlines.
b: Reviews, Reports, and Meetings
During the term of the Project, Contractor will conduct a project status review with the
County approximately every two weeks or as otherwise agreed. These reviews will include a
discussion on the status of the Project, including scheduled training and installation of the software,
schedules, problems and potential problems, and recommended solutions to such problems.
4. Soft-ware
a. Licensing Terms
The software provided under the Agreement and listed on Sechedule One shall be referred
to as the "PeopleSoft Software". The PeopleSoft Software is licensed to the County pursuant to the
terms and conditions of the license agreement attached hereto as Exhibit G and such license shall
include any Customizations as referred to in Section 4,b below.
b. Customizations to Contractor's Base Software
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County and Contractor agree that the County may request customizations of the
Contractor's base software to be performed by PeopleSoft Consultants. PeopleSoft consultants will
coordinate with County to confirm that modifications to the Software made by PeopleSoft
consultants conforms to the specifications contained in the applicable scope of the work. Such
customizations will be tested by the County within 30 days of delivery. Contractor agrees to remedy
any non conformance to any specifications contained within the applicable scope of work within 90
days of delivery of such modifications provided such non conformance is the fault of PeopleSoft.
C. Source Code Escrow
Contractor has entered into a source code escrow agreement in the form of Exhibit H and
has delivered a copy of the source code'for the PeopleSoft Software to a bonded escrow agent
approved by the County and Contractor. Thereafter, Contractor will deliver a copy of each revision
or update to the PeopleSoft Software, according to the terms of the Escrow Agreement.
d. Custom Software
Any custom software ("Custom Software") developed for the County pursuant to the
Project, apart from the base software customizations referred to in Section 4.b above, shall belong to
the County. Upon completion of such software, except for source code for PeopleTools, the
Contractor shall deliver fully commented source code for such software to the County, and, except
for Contractor Code (as defined below), Contractor shall have no right to use any portion of such
Custom Code for other customers without the advance written permission of the County, such
permission will not unreasonably withheld. Contractor Code is defined as software code which
Contractor describes in detail to the County in writing prior to beginning the Project as belonging to
Contractor. Those portions of Contractor Code which are incorporated into Custom Code shall be
licensed to the County pursuant to the terms and conditions of Exhibit G hereto.
5. Software Support
a. Programming Assistance
Contractor shall provide consulting services to the County as requested by the County and
at the rates specified in Exhibit B.
b. Telephone Support
Software telephone support will be provided pursuant to the provisions of Exhibit F.
6. Data Conversion
Contractor shall provide consulting services to the County as specified in Exhibit B.
7. Technical Documentation
Contractor shall produce and deliver to the County at least two copies of a comprehensive user
manual for the Project and at least two copies of any technical manuals provided with the Project (system
administration manual, programming manual, and the like). Contractor shall also give the County an
electronic version of such documentation in a mutually agreed upon format including a format which can
be loaded on a server for Countywide on-line access. Such versions may be reproduced by the County for
use only by County personnel and contract workers without further compensation to Contractor.
Updates to the foregoing manuals shall be provided to the County without charge so long as the County is
covered by the Maintenance Agreement.
8. Training
Contractor shall provide 96 training units. Additional training shall be provided to the County at
extra cost as set forth in Schedule One. A training unit equals one person per day of PeopleSoft training.
9. Additional Consulting
Any consulting requested by the County which is not covered by the Project shall be provided at
the rates set forth in Exhibit B.
10. Acceptance Testing
The Project as delivered and installed by Contractor will be tested in accordance with the
provisions of Exhibit D.
11. Maintenance
The Project will be maintained pursuant to the terms of Exhibit F.
13. Relocation of Project
The County shall have the right to relocate the Project to another County site in Contra Costa
County upon written notice to Contractor. The County shall also have the right to transfer the PeopleSoft
software to another County computer system upon written notice to Contractor. If the change in system
is to different computer architecture other than DB2, which is supported by Contractor, then such
transfer will take place at no charge to the County. If additional Third Party software is involved then
County may be subject to third party royalty fees.
(f . 0
EXHIBIT B
SOFTWARE DELIVERABLE ITEMS
PRICING FOR ADDITIONAL ITEMS
1. Software
Software to be provided by the Contractor as outlined in Schedule One.
2. Software Maintenance
Software Maintenance to be provided by PeopleSoft in accordance with the terms in Exhibit F
and payment terms specified therein.
3. Additional Training
Training not included in the contract price will be provided by contractor at a rate specified in
Schedule One and shall be in effect through 1/1/98.
4. Consulting Services
Consulting not included in the contract price will be provided by contractor at a rate specified in
Schedule One. The price will be in effect through 1/1/98.
5. Additional Software
The price for the Time and Labor module as listed in Schedule One will be in effect through
12/23/96.
The price for the Finance System and a Community College License as listed in Schedule One
will be in effect through 12/22/97.
6. Expenses
Except when County requests or accepts out of region PeopleSoft resources, Contractor's costs
and expenses of telephone, travel to the County's offices, and other office and travel expenses
are included in the costs listed above and are not reimbursable.
EXHIBIT C
PROJECT MILESTONES
AND SPECIAL PAYMENT PROVISIONS
1. Execution of the Contract
Upon the signing of this Agreement by both parties, the County will be invoiced and shall pay
30% of the contract price.
2. Basic Trainin_ Phase
The basic training phase must commence as soon as possible after the execution of the
Agreement and must be completed by 5/31/96. Within five business days after the
execution of the Agreement, the Account Manager must identify and schedule the
County's key project employees for relevant training classes to be completed no later than
5/31/96.
3. Base Software Load.
Installation of all PeopleSoft Software in accordance with PeopleSoft's installation
check- list should be completed by 5/31/96. Upon completion of the Basic Training Phase
and Base Software Load, and no sooner than 6/30/96 or no later than 9/30/96 the
Contractor shall invoice the County for 30% of the contract price.
4. Initial Acceptance Testing
Initial Acceptance testing will be completed on or before 12/31/96. The Contractor should
invoice the County for 20% of the contract price upon the earlier of completion of the
Initial Acceptance Testing or December 31, 1996.
5. Final Acceptance Testing
Final Acceptance Testing will be completed on or before 1/31/97 in accordance with Exhibit
D. The Contractor should invoice the County for 10% of the contract price upon the earlier
of completion of the Final Acceptance Testing or January 31, 1997.
6. First Productive Use
The Human Resources and Benefits module will be put to their First Productive Use. This
phase will be completed on or before 3/31/97. No later than 3/31/97, the Contractor
should invoice the County for 10% of the contract price.
MAR-13-1996 10:06 FROM CCC DATA PROCESSING TO 92959490 P.04
EXHIBIT D
PERFORNIANCE AND ACCEPTANCE CRITERIA
County shall have until January 31, 1997 to test that the Software operates substantially in
accordance with(1) the specifications as defined in the Documentation delivered with the Software,
(ii)PeopleSoft's functional responses to County's RFP attached hereto and (iii)the County's RFP.
County must notify PeopleSoft of any discrepancies during this period. If County does not notify
PeopleSoft of discrepancies during this period, then the Software shall be deemed accepted. Upon
receipt of written notice of discrepancies, PeopleSoft shall have a period of(45)forty five days to
cure the discrepancies. If discrepancies are not resolved within the forty five day cure period,
County has the option of terminating this Agreement, returning the Software, and receiving a
refund of all license fees paid to PeopleSoft.
Contra Costa County
Human Resources &Payroll System 8. 3y
December 5, 1995
Section V. Functional Requirements Summary
1.0 Introduction
PeopleSoft's Human Resource Management System (PS/HRMS) consists of the
following key fully integrated functional components:Human Resources,
Payroll,and Benefits. These functional components are complemented by
several report writing options designed to meet a broad range of reporting needs
including business graphics for management presentations,ad hoc tools for
quick one time access to information and point in time,date sensitive reporting
tools for use in regulatory,year end,analytical and decision making,and
archival processes.
The robust features of PeopleSoft modules, the nature of relational databases and
client/server architecture and the sophisticated development tools provided
with the product significantly reduce the need for extensive traditional
programming approaches to customize the system.
All modifications to the tables are done through PeopleTools,a complete
prototype,development and execution environment that is delivered with the
system. PeopleTools is a set of interactive customization facilities that allows
non-programmer staff to easily modify the system as business needs change.
The PS/HRMS is based on a concept of objects,where items such as records,
panels,edits and menus are all defined to the database in a unique stand alone
record/table format called an object. Parameters,rules and data are specified in
these database objects,or tables. Unlike programmed algorithms,changes can be
effected with the definition of new table data. Effective dating allows for future
dated definitions of new rules or values, and provides a historical reference
when changes occur. This capability reduces the need for mass change
processing,although PeopleSoft HRMS 5 included Mass Change capabilities as a
key product enhancement to its' latest release.
2.0 Functional Overview
PeopleSoft HRMS consists of three fully integrated functional components:
Human Resources,Payroll and Benefits.
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December 5, 1995
Integrated Features
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• Data integration ensured across applications
• No manual data synchronization effort
• Increased critical data control and reliability
• Reduced system maintenance costs
• Improved employee service
The PeopleSoft HRMS maintains three basic functional types of information for
each employee:
❑ Human Resources includes employment information and job actions,
such as date hired, promotions, transfers, reclassifications, layoffs,
suspensions, leave of absences, termination data and union affiliation
actions as well as the reason codes associated with each action. These
are all stored by effective date. In addition,job administration
includes information such as job held, agency, location, pay rate,
shift, position number, additional pay information, job expenditures
and account/labor distribution. The capability is provided to
designate employees as incumbent in multiple jobs.
❑ Employee Payroll Data includes general payroll information such as
name and address, deduction defaults, shifts, bonds and direct
deposit information, savings bond processing, time reporting and
garnishments. Detailed earnings and deduction balances are
maintained for each employee. Federal, state and local tax data are
also maintained for employees. Payroll deduction data stored at the
employee level includes start and stop dates, current balance and
goals and type of deduction calculation such as a percent of net pay
or gross pay.
❑ Personal Data Personal Data includes information about the
employee such as address, qualifications, skills, reviews, absences,
career tracking, union affiliations, contact information, property,
honors and awards, licenses and certificates and disciplinary actions.
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Contra Costa County
Human Resources&Payroll System
December 5, 1995
Benefits data is used to define employee elections and
dependents/beneficiaries.
Due to the integrated nature of the PeopleSoft components, functionality
sometimes crosses over more than one component. For example, certain aspects
of the functional category "Benefits" are covered in two components:
❑ PeopleSoft HR product contains benefits-related payroll information,
leave accrual, providers and benefit plans, rates and calculations and
dependent/beneficiary data.
❑ PeopleSoft Benefits product contains functionality related to
eligibility, open enrollment and event maintenance.
PeopleSoft HR Components
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3.0 Human Resources
PeopleSoft's Human Resource component provides comprehensive support for
all areas of Human Resource Management. The functions supported include:
Personnel Administration, Position Management, Training& Development,
Health &Safety, and Recruitment and Applicant Tracking. The following
discussion highlights the way in which PeopleSoft provides this functionality.
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Contra Costa County ,
Human Resources &Payroll System /
December 5, 1995
Personnel Administration
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PS/HR supports the employment and employee management activities through the
use of three related data records and panel groups: Personal Data, Employment
Data and Job Data. Personal Data records fundamental demographic personal
data about an employee (e.g. name, address, social security number, ethnicity,
birth date). The employee identification number can be automatically assigned
by the system, or manually assigned by the County. Personal data can be
accessed by multiple keys. Employment Data records employment-related data
about an employee, such as hire date, seniority date, business title and union
information. Job Data records and maintains status and job history for
employee appointments. Reference tables which define "status" codes allow for
the definition of agency specified designations. Personnel"actions" reflect all
activity relating to an employee, beginning with the hire process, and including
all promotions, transfers, salary or job changes which occur. Separation results
in a status change, not removal from the database, ensuring that all payroll and
benefits eligibilities are properly handled. When the County re-hires employees,
their employment status changes from a separated status to active. The
employee's previous records will only need to be reviewed for validity.
PeopleSoft provides support for Employee and Labor Relations activities and the
tracking of union information in the Employment Record, the Job Code Table
and the Union Table. The Union Table is used to record contract information.
Employees can be assigned a union code and a bargaining unit. Union Codes
can be linked to specific job codes on the Job Code Table. The Union Table
stores the following types of information: union code, contract name, steward,
address, phone, contract begin and end dates, plan details for disability,
insurance, sick leave and vacation. Additionally, provision is made for several
service and union seniority dates.
An employee grievances panel allows grievances to be filed by employees or
unions. The system automatically assigns grievance IDs, which the County can
use to track grievance date, type, status and contract reference. The system
stores grievance date, arbitration date, grievance discussed with, grievance
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Contra Costa County
Human Resources &Payroll System ,
December 5, 1995
status, grievance description, action taken, etc. Disciplinary actions are similarly
tracked.
Employee relations capabilities include performance management and career
planning features. The system allows the supervisor to complete the
performance appraisal on-line. Features include the tracking of a "Next Review
Date'. Adaptations using PeopleTools can be made to track employee
recognition programs.
The architecture of the Job and Salary related tables provides a flexible
environment for the management of compensation and salary administration. The
provided Salary Administration Plan, Salary Grade and Step Tables and the Job
Code Table allow for the definition of salary ranges associated with grades and
steps.
Announced future functionality will expand the salary range provisions to
matrices which can be used for budget and planning purposes. The expanded
features will incorporate increase guidelines, review ratings and weighting
factors.
Federal EEO Reports are a delivered feature. Tables are provided for the
definition of Affirmative Action Plans. Agencies can be associated with defined
plans. Each agency can establish Affirmative Action goals via the delivered
panels and tables. Reporting tools may be used to develop custom reports to
monitor and analyze performance against goals.
The delivered system offers workflow routing applicable to paysheet and
expense approval. However, our public sector experience suggests that your
workflow requirements will be more extensive than only this payroll-related
capability. We assume the need to tailor the robust workflow capabilities as
delivered in the product. This effort will be leveraged by applying"best
practice" concepts and workflow routing features developed on similar
PeopleSoft implementation engagements.
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Human Resources &Payroll System 3LI
December 5, 1995
Position Management
PeopleSoft HR Components
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The features of the Position Management application provide full functionality
for tracking data related to defined positions within an organization. A job code
defines a function within the work force (e.g. Secretary, Engineer). A position
defines an opening to be filled by an employee with a specific job code. This
allows for the accurate management of the organizational structure and
associated budgets, even if positions are vacant.
The Position Management features allow the user to define, analyze and manage
all current and future positions within the organization. Positions may be
defined as active, inactive, frozen or proposed. The system supports concurrent
appointments and positions with multiple incumbents. Characteristics of
positions (e.g. FTE, maximum headcount, union code) are maintained
independent of incumbents. Job requisitions reflect position attributes. Unless
overridden, the Position Data will use default values from core reference tables,
e.g. Department, Location, Pay Group. The user can define the position
numbering scheme.
The user has the option of automatic updating of incumbent job data when
changes are made to position data. When the update of incumbent data is
elected, the change of department or location information for a position will
automatically effect the transfer of the incumbent to the new department or
location.
Budgets may be established on a department-by-department basis. For each, the
level may be selected. Options for budget specification level are: department,
job code, position. The Position Budget Status Summary presents budget
information for review on-line. When budgets are specified at the position level,
the variance between actual and budget is reflected. The flexible relational
architecture will support the adaptations necessary for positions with multiple
funding sources and grants and effort reporting.
The effective dating of position data provides for a continuum of information.
History is automatically accumulated and retained when changes occur. The
Position History panel presents a view of incumbent history. At the employee
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Contra Costa County
Human Resources&Payroll System ,
December 5, 1995
level,job data panels will present a history of positions held. The tree editor
capabilities can be used to graphically present the position structure for a limited
number of positions.
Several reports support the activities of position planning, budgeting and
management. The delivered reports include:
❑ Position Status
❑ Active/Inactive Positions
❑ Incumbent History
❑ Active Position
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❑ Position Audit
The flexibility and options provided to the user allow significant tailoring of the
position management environment without customization of the product.
Training & Development
The training and development capabilities will enable the City to administer and
manage internal training programs and track both internal and external training
courses,taken by employees. The City can establish courses in the course table
including such information as course name, skills developed, course description,
schedules, instructors, internal/external costs, etc. The system also provides
facilities for employee enrollment, producing reminder notices, printing course
rosters and viewing employee training history.
Training and Development functionality also includes the administration of
training programs, including the scheduling of instructors, attendees and
facilities.
xx
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Human Resources &Payroll System
December 5, 1995
The skills inventory feature allows for the collection and tracking of employee
skills, education, licenses, certificates, experience and training. This enables the
City to measure its human resources, develop a clearer picture of the capabilities
of the organization and improve career development, succession planning and
recruitment activities.
Health & Safety
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The software features in support of the administration of Health and Safety are
designed to be responsive to regulations (OSHA, WCB), and to provide a
framework for expanded safety administration. The table structure provides a
means of monitoring hazardous conditions and materials, and managing
occupational illness and injury claims. Data which may be collected includes:
❑ Incidents involving employees, vehicles, or equipment
❑ Hazards & Unsafe Conditions
❑ Preventive Health Care practices, e.g. exams
❑ Work restrictions and limitations
❑ Diagnosis
❑ Volunteer Organizations- sponsorship and participation
PS/HR also provides support for accommodation tracking per the Americans
with Disabilities Act(ADA). Special tables are provided to allow for the
stipulation of essential job functions and tasks associated with specific job codes.
The Diagnosis.Table allows the specification of diagnoses which might be
encountered in the particular industry. The Accommodation Type Table is used
to specify the specific accommodations which are or might be made in response
to a request from an employee or applicant.
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Human Resources &Payroll System •,�y
December S, 1995
Recruitment & Applicant Tracking
The Recruitment component consists of requisition management, resume
routing control, applicant tracking, skills and applicant matching, interview and
test scheduling and results tracking, offers and new hire processing, cost-per-
hire calculations and automated letter generation. In addition, there are several
ways to search for applicants by a combination of qualifications such as skills,
education, licenses, or certificates.
The Applicant Personal PeopleSoft HR Components
Data table stores applicant HUMAN
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The applicant processing
component of Applicant Tracking maintains applicants throughout the
employment process. Applicant processing produces initial acknowledgment
letters, application routing, interviews, referral source, offers and expense
tracking. The requisition management component stores requisition approvals,
requisition requirements, points scheme to weight each requirement, position
descriptions for posting notices, recruitment activities information and
recruitment data.
The applicant/requisition matching component provides on-line search panels
to match applicants to requisitions and perform searches based on applicant
qualifications.
Standard reports provide the following:
Ll Match applicants and/or employees to the qualification requirements
specified for a job (must meet minimum requirements of the job);
of Match applicants and/or employees to the qualification requirements
specified for a job (must meet all requirements);
❑ Match applicants and/or employees to the qualification requirements
specified for a job (ranks by percentage rating);
DY Match applicants and/or employees to a list of qualifications;
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Human Resources&Payroll System 1.
December 5, 1995,
❑ Match applicants and/or employees to the qualification requirements
specified for a position and list the required qualifications the
applicant/employee does not possess.
An ad hoc report writer can be used for additional reports.
A'Candidate Points Summary panel performs searches on employees and
applicants who have applied for a job code or requisition and compares the
candidate's qualifications profile to the codes specified in the Requisition
Requirements table. The candidate is given a point value for each match of
education, skill, license and test requirements. Applicants are ranked based on a
percentage of the points for matching skills.
In general, any record used in Applicant Tracking that is keyed by Applicant ID
is also used in the employee record keeping system. The process of hiring an
applicant involves changing an Applicant ID to an Employee ID. PeopleSoft
contains processing logic to include/exclude applicants from reports and
inquires based on applicant or employee status.
Applicant test scheduling and scoring are also handled. Notification of test
results, test item ranking and test performance statistical analysis can be
handled through the use of a report writer.
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Contra Costa County n
Human Resources &Payroll System 3
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4.0 Payroll
The Payroll capabilities of PS/Payroll are founded on a flexible table structure
which allows the definition of County specific pay calendars, paygroups, pay
cycles, deductions and earnings. The payroll process uses information provided
on Paysheets and in tables to support the calculation. The Pay Calculation
process may be performed in an iterative fashion until results are complete and
PeopleSoft Payroll Components
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EARNINGS CALCULATION CONFIRMATION RECONCILIATION
REPORTS
correct. The process of Pay Confirmation will finalize a payroll and update the
database. The process is concluded with the generation of many standard
reports serving audit and reconciliation purposes.
The Federal Tax tables record and maintain federal tax information, such as
Federal Income Tax, FICA and FUTA, to calculate federal taxes for employees.
The Federal Tax Data panels also record earned income credit. PeopleSoft
provides updates to the Tax tables for legislative changes to federal, state and
local taxes. The tax updates can be applied either manually, by data entry, or by
automated replacement of old table data with the new tax update tables received
on diskette or dial-up. The tax tables are effective-dated.
State and;local reciprocal taxing authority rules can be established on-line. The
Reciprocity tables support locality-to-state and state-to-locality reciprocity
processing. Tax tables allow multiple overlap of resident localities. The Taxable
Gross Definition table stores taxable gross components to add to or withhold
from the state and local tax base. PeopleSoft maintains a taxable gross definition
table for defining the legislative requirements for 401(k) and Section 125. These
two tables link the companies to the appropriate state and localities.
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December 5, 1995
PeopleSoft maintains a complete, effective-dated history of all payroll activity so
reports can be recreated at any stage during the payroll process. The effective-
dated feature allows for concurrent processing at year end. Additional
capabilities provided in PS/Payroll include the ability to calculate net to gross,
and for special check processing.
Off-cycle payroll processing allows the user to input, calculate, confirm and
print a check. It is meant to be used for termination checks, on-demand checks,
manual checks (e.g. salary advances), manual adjustments and reversals. Off-
cycle processing is appended to the regular on-cycle processing for a pay
calendar, so that special pay calendars, special reporting and special general
a ledger"interface runs are not required.
Deductions and Earnings
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Deductions are handled via two tables-- the Deduction Table and the General
Deduction Table. The Deduction Table is used to set up the priority of the
deduction, how it affects taxes, related general ledger account codes and other
special payroll process indicators, such as how arrears should be handled. The
General Deduction Table is for non-benefit deductions such as unions or parking
and is used to define the actual calculation for the deduction. Benefit deductions
are defined on the benefits tables.
Deductions on the Deduction Table are grouped by "plan type" which tells the
system which table, general deduction or benefits, defines the deduction and
any calculation routine. When deduction.entries are set up they are coded into
categories, e.g. general, health, life insurance, disability plan, savings plan and
flexible benefits. A deduction may be a flat amount or it may use one of the
following deduction calculation routines:
❑ Percent of Federal Gross
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Human Resources &Payroll System
December S, 1995)
❑ Percent of Total Gross
❑ : Percent of Net Pay
❑? Percent of Special Accumulator
❑ Rate Times Total Hours
❑ Rate Times Hours Worked
❑ Rate Times Special Hours
❑ Special Deduction Calculation
Independent of calculation method, the default rate or percentage and
calculation routine may be overridden at the employee level.
The U.S. Savings Bond specification panel is used to record bond data that is
needed by the system to properly process accumulations toward the purchase of
bonds. The system allows an employee to purchase multiple bonds with the
funds from a single general deduction or benefit deduction. The user can
specify a processing priority for the bond, relative to other bond specifications, a
denomination, an owner, co-owner or beneficiary if applicable and the
deduction amount or percent that should be applied to each bond. The U.S.
Savings Bond Activity Log panel displays the activity of bond purchases and
amounts collected towards each bond. The system shows how much money has
been deducted toward bond purchase and how many units that money will buy.
It also creates a file that the user can use to actually purchase bonds
electronically.
The Garnishment Rules table is used in conjunction with the General Deduction
table to define the actual calculation for the garnishment. The Garnishment
Specification Data Panels are then used to enroll employees in a garnishment.
Once garnishments are set up, the system automatically calculates the deduction
amount based on the information in the employee's job record and takes the
appropriate amount depending on the Garnishment rules specified. The City
may define its own garnishment rules per a local or court ordered specification.
Charity contributions such as United Way or Community Campaigns can be
defined in the General Deductions table.
Earnings Administration is supported through a combination of tables and
processes. The Pay Group Table groups similar employees into a processing
pay cycle. The Earnings Table provides the means of defining the characteristics
and parameters of each earnings type. It is on this table that specifications can
be given for the applicability of each earnings type to subject-balances, e.g.
pension eligible earnings.
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December 5, 1995
Supplemental pay earnings types will be defined to the system on the earnings
code table. This table defines all the processing and taxing rules that will be
needed to make a pay type available to payroll. Characteristics of earnings
types related to leave plans are specified in the earnings table definitions.
Payroll earnings processing maintains balances for defined leave earnings types.
Earnings Distribution. An employee's earnings can be allocated among several
agencies,job codes, position numbers, G/L pay types, account codes, shifts, or
locations. The Earnings Distribution Type field indicates what method the
system should use in distributing an employee's earnings. If"None" is selected,
earnings are charged using values from the employee's Job Record (standard
hours, earnings, agency,job code, position number, G/L pay type, account code,
shift and location). An employee's total earnings per week can be apportioned
based on hours or on a percentage, by selecting the "By Hours" or "By
Percentage" options. The last option, "By Amount," allows the system to
apportion the employee's total earnings per week on an amount basis.
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The PeopleSoft HRMS is designed to manage the multi-step workflows of
payroll processing. In particular, PeopleSoft has designed three distinct work
steps: Paysheet Creation, Pay Calculation and Pay Confirmation.
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Human Resources&Payroll System
December 5, 1995 r
Paysheet Processing. Creating a paysheet is the first step to running payroll. A
paysheet is created for each department/agency and each pay group within
each department. Paysheets are created using a batch process. During this
process,
employee records are scanned and employees to be paid for a specified period
are selected. Employees to be paid are determined by the Pay Group table, the
Pay Calendar table and the Pay Sheet Run Control. A Pay Run ID is used to
control the pay groups and the pay period for running payroll. The Pay Run ID
is created for each payroll to be run. The Pay Calendar table links the Pay Run
ID and the pay groups that are to be processed together in a specific pay period.
Payroll Process
-----------------i
PAY CALCULATION
PAY CONFIRMATION
The Pay Calendar table establishes pay period information such as begin and
end dates, pay check issue date, calendar year, quarter and month.
A payline for each employee to be paid is created from the stored default
employee payroll data. Several paylines are grouped together to form a
paysheet. The number of payhnes per paysheet is user specified in the
Company table. The payline contains information such as amount of regular
pay, additional pay, accounting information (agency and job code), employee
taxation rules and an "OK to Pay" field. The "OK to Pay" Field is a check box
used to override the pay calculation function for a payhne until an approval has
been met. The payhne is where account distribution is handled for those
employees who vary pay period by period. The payline is also where exception
earnings codes and time are entered. Various pay cycle exception earnings are
defined on the paysheet. Vacation, sick, personal, bonus and commission are all
entered in the other earnings category of the payline. Each entry requires either
an hours worked or an amount to be paid entered for payroll processing. The
paysheet is a consolidation of information we know about an employee and will.
become the timecard that is used to add exceptions. Paysheets can be printed
and hard copies can be sent to the appropriate agencies, or they can be viewed
and updated in an on-line mode.
Paysheets provide a data entry point for hours, additional earnings, one-time
deductions, one-time taxes and overrides to previously established employee-
level data. The Paysheet Creation process generates data entry documents
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which can be distributed to agency supervisors or the information can be
accessed on-line. Authorized users can use one of several paysheet panels to
make pay-related adjustments for the current pay period before the payroll
calculation process is run. Supplemental pay data can be added to the paysheet
for an employee or group of employees.
Prior to pay confirmation the Paysheet One-Time Deduction panel and the
Paysheet One-Time Taxes panel can be used to override an existing deduction or
tax during time and leave reporting, yet prior to pay confirmation.
Requirements for a detailed Time &Attendance system can be met by a number
of options. We have not included Time& Attendance or Scheduling in our bid
per the City's response to our question. We do
Payroll Process however describe these options in our response
later in this section. The interface specifications
PAYSHEET CREATION into PeopleSoft Paysheets can be common,
i regardless of the source system.
.r.
i Pay Calculation. Payroll Calculation is a batch
PAY CONFIRMATION process which allows for iterative execution until
all adjustments, corrections and one time earnings
or deductions have been processed.
Once paysheets have been created, they are run through the Pay Calculation
routine. This routine can be thought of as a trial payroll run. Pay calculation
will process the complete payroll, produce sample balancing and accumulator
reports, but will not update any registers or create checks and deductions. From
this point(typically the very first day of the pay cycle), the pay calculation may
be run as often as the user desires. Each time it runs, only those employees that
have had maintenance since the last pay calculation run will be re-processed.
The user has the option to specify the recalculation of all employees.
The Deduction tables set up the priority and classification (after-tax and before-
tax for employee deductions, and nontaxable benefit and taxable benefit for
employer contributions) of a deduction, including how it affects taxes and how it
relates to general ledger accounting codes. The Deduction tables define how the
system should handle special deduction considerations during payroll
processing. The General Deduction table allows for the calculation of non-
benefit deductions, while the Benefits tables allow for the calculation of benefit
deductions. Through the use of the Pay Group tables, the City may specify the
type of employee (exception or non-exception) for payroll processing.
The system uses the Earnings table and time entered for an employee to
calculate gross pay. Earning priorities are established to determine the order in
which a particular earning will be processed. The Pay Group tables and the
Employee Pay tables are also used to determine the Gross Pay for an individual.
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December S, 1995 (2 .
After the system calculates gross pay, the Deduction table, General Deduction
table, Tax tables and Benefits tables are all used to arrive at the net pay. In
addition, garnishments, savings bonds and union dues, will also reduce gross
pay. Priority of deductions may be specified using the Deduction Priority field.
Pay Confirmation. Pay Confirmation is a batch process which updates the
database with the payroll data, produces warrants/checks and advices NACHA
interface files.
PeopleSoft's Pay Confirmation process is performed after Pay Calculation has
been verified and corrected. During Pay
Confirmation, accumulators for earnings, Payroll Process
deductions and taxes are updated. Pay
confirmation also assigns check numbers. Direct PAYSHEET CREATION
deposits are performed during pay confirmation. i.
Employees set up for direct deposit continue to PAY CALCULATION
receive warrants until the pre-notification period i
has passed, assuming the City has not received
error notices from the bank. Once Pay :
Confirmation is completed, the payroll process
generates paychecks, direct deposits and an
interface file (e.g. to general ledger). The warrants/checks can be viewed on-line
using the PayCheck panels with the assigned check numbers.
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Contra Costa County
Human Resources &Payroll System P
December 5, 1995
Audit& Reconciliation Reporting
The delivered PS/Payroll features include a complement of reports designed to
audit the payroll process, and aid in financial reconciliation. The registers
provided include: Payroll Register, Direct Deposit Register, Deductions Register,
Payroll Check Register and Other Earnings Register. Additional reports include:
Deductions in Arrears, Deductions Not Taken, Bond Purchases, Tax Deposit
Summary and multiple Tax Summaries.
Effective dating allows for the custom development of point-in-time reports to
meet specific needs. Use of an ad hoc reporting tool will enhance decision
support capabilities.
PeopleSoft Payroll Components
PAYROLL
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Contra Costa County
Human Resources&Payroll System ,
December 5, 19913q
5.0 Benefits
Managing employee benefits is a challenge in today's economy, which grows in
complexity and importance every day. PeopleSoft provides robust support for
the administration of benefits programs. The PS/HR product provides the table
structure for the definition of plans and the recording of employee participation
elections. PS/Benefits provides the additional functionality needed to effectively
manage a flexible benefits program by supporting eligibility rules specification,
open enrollment processing and event maintenance. This comprehensive
functionality allows you to streamline, simplify and strengthen benefits
administration, while managing
an unlimited number of benefit
programs and plans. This PeopleSoft Benefits Components
flexibility allows the County to
redesign benefits programs and BENEFUS
plans according to changing
business conditions. All
PeopleSoft Benefits features are
table-driven and fully integrated
with PeopleSoft Human
Resources and Payroll.
CORE BENEFITS BENEFITS
ADMINISTRATION
Core Benefits
Benefits Building Blocks
'BENEFIT'P.ROGRgMS
Benefit:Types
BenefYPlans .:.
Rates and Calculation Providers
Premiums Rules
Benefit tables are designed as building blocks for defining the County's Benefit
Programs. Benefit tables define benefit programs, plans, plan types, specific
plan names, calculation rules, rates and premiums, benefit plan providers and
other pertinent plan/policy information.
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December 5, 1995
Dependents and beneficiaries are set up on-line for an employee. Information
maintained for each dependent/beneficiary includes name, address, relationship
to employee, social security number, birthdate, sex and marital status. Because
of PeopleSoft's unique table structure, dependent/beneficiary information is
only input once and can be associated with multiple benefit plans.
Deferred Compensation benefit plans can be defined using PeopleSoft's Savings
Plan panel. Information maintained about the City's deferred compensation
plan can include the employee elected deduction amount(a flat dollar amount
or a percentage of income), the year-to-date deductions, life-to-date deductions
and the employee's demographic information. Investment limits can be defined
as employee before or after-tax limited to a percent of gross or employee
investment limited to a percent of gross. Investment options can also be
identified for a Deferred Compensation plan. As part of release 5.0 PeopleSoft
includes additional functionality to administer catch-up deductions. Enrollment
in deferred compensation plans are effective dated so that two or more deferral
changes can be input to take effect in future periods. If an employee leaves
permanent City employment, the deferred compensation deduction is
automatically stopped.
The definition of leave plans, and their respective accrual parameters and rules, is
supported within the benefits tables. Batch processes perform leave accrual
crediting based on specified rules.
Employees can be enrolled in Flexible Spending Account(FSA) plans for
Dependent Care and Health Care Assistance, as defined in their Benefit
Program. Employees enrolling in FSA plans can pledge an amount per pay
frequency, which the system uses to calculate the annual contribution amount.
The Benefits application stores current period, month-to-date, quarter-to-date,
year-to-date, previous month-to-date and previous quarter-to-date
accumulators for employer and employee contributions for each plan.
Employee benefits data includes eligibility dates, current, past and future
enrollment, details of enrollment for all plans, benefits coverage that has been
waived, status changes and their impact on benefits, dependent and beneficiary
data, comments regarding questions about benefit plans, premiums and
deductions, account balances, employer matches and sick and vacation leave
accruals.
A COBRA benefit program can be defined to track employees enrolled in
COBRA. Eligibility rules can be defined, as well as associated rates and/or
calculation rules. Once an employee is enrolled in a COBRA benefit plan,
dependents can then be enrolled in the plan. In various other situations
dependents can be enrolled as participants in their own COBRA benefit plan.
COBRA events can be defined on the COBRA Event table. Information
maintained includes effective date, status, event description, months of
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Human Resources&Payroll System ,
December 5, 1995
coverage, notification form and the number of days the employee has to respond
to the event notification. Future releases will include additional functionality.
r4
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Contra Costa County
Human Resources&Payroll System
December 5, 1995 l�
Benefits Administration
The Benefits Administration application supports benefit open enrollment and
event maintenance processing, daily benefits administration, flexible credit
calculations, benefits costing and compliance with government regulations.
Benefits-related payroll deductions and employer contributions are
automatically generated during payroll processing after employee benefits have
been established. Payroll processing of benefits deductions is controlled in part
by the Deduction table. The Benefits application has a Benefit Deduction
Override panel to store information such as pay period and arrears payback
information and to override the
payroll Deduction table for
PeopleSoft Benefits Components benefits deductions.
eENEFirS Eligibility rules can be defined to
determine employee eligibility
for benefit programs and benefit
plan types within benefit
programs during open
enrollment and event
maintenance processing. The
system provides standard
CORE BENEFITS eligibility criteria for all benefit
plan types. Eligibility can be
based on a combination of
minimum or maximum age,
employee status (active, leave,
terminated), employee type
(salaried, hourly, exception hourly), full-time/part-time status,
regular/temporary status, union codes, organization codes and pay groups.
Effective dated tables allow for future dating of changes to plan rules.
Open enrollment automatically generates employee enrollment forms, showing
current enrollments. Specialized benefits enrollment panels support mass data
entry of enrollment data, on-line viewing of participant enrollment forms,
elections information and error reports. Default enrollments can be
automatically assigned to employees who did not send in an election form.
Default enrollments can be defined as an employee's current enrollments or a
specific plan.
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Contra Costa County
Human Resources&Payroll System n
December 5, 1995
The Event Maintenance process automates the enrollment for new hires and re-
hires and the processing of terminations. It automatically handles enrollment
changes due to qualifying Family Status Changes (FSC), and automatically
handles enrollment changes resulting from a change in eligibility.
"? ANDERSEN
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Contra Costa County
Human Resources&Payroll System e
December 5, 1995
6.0 Reporting
When it comes to reporting, you couldn't ask.for more versatility. PeopleSoft
applications offer a wide range of query and reporting possibilities, with the
standard reports we deliver and the reporting tools you can use to create new
reports from scratch.
As you use your PeopleSoft application, your database continues to build a
wealth of information that you've carefully entered, maintained, and secured for
the ultimate purpose of generating timely, meaningful, presentation-quality
reports. Our reporting capabilities enable you to access the data you need and
present it in the form that is most useful for those who depend on you for
management information. And the tools are easy to use. You no longer have to
rely on technical support staff to create queries or reports for you. That means
you can get all the information you need, when you need it, in a format that you
like.
Standard Reports
We deliver PeopleSoft applications with a set of standard reports designed to
provide the kind of business information many companies need. Running a
report is as easy as selecting it from a menu and entering any necessary
parameters. But for those of you who want to customize our standard reports,
create your own reports, or reformat report output, we offer a variety of
reporting tools.
PeopleSoft Query
We designed PeopleSoft Query to help you create and run database queries
without having to write SQL statements. You can extract the precise data you
want using visual representations of your PeopleSoft database. The queries can
be as simple or as complex as necessary, and they can be one-time ad-hoc
queries or queries you'll.use repeatedly.
Query is more than just a reporting tool. You can use it to create queries for a
variety of purposes:
❑ To display data in a list box. You can run queries within Query
itself, displaying the result set in a list box for review. This option is
useful as you are refining your queries.
❑ To provide input to a spreadsheet or Crystal report. Query can
seamlessly pass data to Microsoft Excel, Lotus 1-2-3, or Crystal
Reports Pro. From there, you can use the features of these products
to create polished reports.
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❑ To search for records. Many of the search dialog boxes in PeopleSoft
applications enable you to select a predefined query or create a new
one:rather than enter search criteria for the records you want to find.
❑ To check the database for conditions that trigger workflow events.
Using PeopleSoft Workflow, you can specify that certain conditions
cause the system to send an e-mail to someone or put an entry on
someone's worklist. You write queries to detect these conditions, and
then you schedule database agents to run them periodically.
Crystal Reports
Crystal Reports Pro for Windows is a versatile report formatter from Crystal
Services. Combined with our Query-to-Crystal Interface, Crystal helps you
generate clear and easy-to-read reports containing data from PeopleSoft
applications. You can use it to generate standard reports we've already created
or to create your own custom reports.
Query and Crystal are linked together seamlessly. Once you build a query, you
can use Crystal to create reports, mailing labels, or forms. You can quickly and
easily lay them out using a variety of fonts, borders, and other special effects.
PeopleSoft nVision
PeopleSoft nVision is a sophisticated tool for creating business reports in
Microsoft Excel. Working within Excel, you create a report layout that defines
both the data to retrieve and the format of the report.
Reporting with PeopleSoft nVision goes well beyond simply formatting the
results of a query. You can create report layouts that summarize information
from your PeopleSoft database, and then interactively "drill down" to the
supporting details. You can share report layouts across multiple business units
and time periods, creating reports that"roll" from unit to unit, or period to
period, without changing the data-retrieval criteria.
PeopleSoft nVision provides you with"data on demand," so you don't have to
wait for batch reports for the information you need. And since everything runs
on-line right from your spreadsheet application, there's less paper tracking.
You're one step closer to a paperless office.
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December 5, 1995 /
Structured Query Reports (SQRs)
One of the most versatile approaches to reporting is the MITI Structured Query
Report Writer. This tool can extract data from any SQL-based relational
database and print or display it in a prescribed format. We've created a variety
of standard SQRs that summarize table information and data. You can use these
reports as delivered, customize them, or, if needed, create your own. You can
create tabular, single-or multi-page reports, and form letters. You can also use
SQR to make global updates to your database, load and unload tables, and
perform interactive queries.
7.0 Time and Attendance
Process Scheduler
The Process Scheduler is not a reporting tool per se, but it plays an important
role in PeopleSoft reporting—it's the part of the system that actually runs most
of the reports. When you request one of the standard reports, you're really
asking the Process Scheduler to run it for you.
The Process Scheduler is a PeopleTool that performs tasks "behind the scenes'
of your application. It can run several kinds of processes—COBOL programs,
database queries, reports—on a regular schedule or at your request.
Furthermore, it can run the processes at your workstation or on a server. The
Process Scheduler handles reports because you'd typically like the system to
generate the report while you continue to work on something else. The Process
Scheduler also enables you to track the status of the report.
The PeopleSoft/Andersen Consulting proposal does include Time and Labor
components. This is in direct response to the County's System Requirements as
described in Section V. of the RFP. We have responded to these requirements by
referring to our Time and Labor module, which is currently under development
and will not be available until approximately October 1996. If the County of
Contra Costa prefers an alternative solution to any risk associated with waiting
for the finalization of PeopleSoft Time and Labor; then we recommend utilizing
Kronos as a solution.
PeopleSoft has an established relationship with Kronos and has worked with
Kronos on numerous implementation projects. We are confident that if the
County selects Kronos, our team will be best positioned to provide the necessary
integration services required for an integrated solution.
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Human Resources &Payroll System
December 5, 1995 (�
D. Customization Required
8.0 Customization Architecture- PeopleTools
Traditional system customization is a complex, time-consuming, expensive
proposition. The process entails an exhaustive study of system needs, design
specifications, and software development as well as detailed system testing.
Legacy programming tools, such as COBOL, CSP, or assembler, and even newer
client/server programming tools, aid in the development process, but do little to
streamline planning, analysis, and testing. Small wonder software
implementation projects often take years. Not with PeopleTools.
Rapid Application Development, Implementation, and Customization
PeopleTools offers business and systems analysts, programmers, and other
users a proven alternative to traditional development methods. This robust,
versatile rapid application development environment is designed specifically for
business application development. PeopleSoft has used it for years to develop
and deliver powerful, functionally rich business solutions. And unlike other
client/server programming tools, PeopleTools provides built-in business
functionality and maintenance capabilities that not only simplify systems
design, but also dramatically increase productivity and reduce maintenance
costs by as much as 50 percent for mission critical applications.
Using the PeopleTools object-based application development environment, you
can create database fields that are shared throughout the system, as well as
application objects that you can use over and over again. You can also take
advantage of pre-defined special fields and functions, specifically designed for
business processes, such as: .
❑ Date Sensitivity,to track and maintain a complete history of date-
sensitive information.
❑ TableSets,to share or segregate common data values among
business units, as well as table structures and business rules.
❑ Trees,which provide a graphical window into your database, so you
can easily view and maintain hierarchical information, such as
financial reporting structures, organization charts for position
management and succession planning, even database query security
and the presentation of data stored in multiple tables.
❑ Data structure processing,to easily build and maintain hierarchical
structures of information stored in related tables. Using scrolls and
built-in panel processing controls, you can easily define parent/child
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Contra Costa County
Human Resources&Payroll System
December 5, 1995
relationships among multiple tables or work records in your
database, lay out the appropriate presentation of the data on one or
more.panels using scrolls for multiple row data, and the built-in
processing logic does the rest—automatically with no programming.
❑ Image support,to store image data types as well as character-based
data in PeopleSoft application databases.
❑ Automated process scheduling,to run batch processes or
programs—such as journal creation, payroll processing, voucher
posting, reports—on the client or server, without requiring user
interaction. Because these processes can run unattended streamlines
the overall execution of routine tasks and enables you to control time-
based events from distributed clients.
❑ Context-sensitive Application Help, to quickly and easily add panel-
, field-, and table-level help topics to your application. Or assign
context numbers for Windows-based help as you design applications.
PeopleTools
PeopleTools is included with PeopleSoft HRMS applications to let you modify
the system to suit your specific needs. PeopleTools provides a user-friendly
Windows environment where you can customize your system through a series
of on-line tools. Changes to the applications are instantly distributed to all your
users, even as they work. You are no longer at the mercy of extensive off-line
programming. This means that unlike some business applications, the system
adapts to your structure and methods.
PeopleTools enables the PeopleSoft HRMS applications to provide superior
access to data through the use of trees, data structures, images, and innovative
reporting techniques. You can organize your data according to your business
needs, and then share it freely among applications or guard it zealously as your
security requirements dictate.
PeopleTools consist of three distinct types of tools:
❑ development tools that streamline application development
❑ data management tools that enable you to manage information in
your applications more efficiently
❑ business intelligence tools that give you the ability to extract that
information when and where you need it.
PeopleTools were built using the C++ programming language. However,
because PeopleTools provide a graphical user interface, you do not need to
know C++ to use them. In fact, the construction of data tables, records, panels,
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Human Resources&Payroll System ,
December 5, 1995
help messages, and other integral system components is accomplished by using
pull-down menus and responding to prompts. In addition, all panel, record,
and other definitions are stored in database tables which are available for
reporting. So the burden of maintaining technical documentation is greatly
reduced.
We provide you with the following PeopleTools:
Data Designer
You can define objects that will be reused throughout your database, such as
database fields and subrecords. This simplifies database maintenance
significantly by enabling you to make changes to objects once, globally. The
Data Designer also automates database administration tasks, such as SQL
Creates and SQL Alters, so you can easily maintain your database objects once
you create them.
Panel Designer
The Panel Designer is a screen painter that gives you complete control over how
your application looks, feels, and responds. You can build or customize panels
or data entry forms on-line almost faster than on paper.
Menu Designer
Using the Menu Designer, you define the functional windows and menus that
organize your system and enable users to access your database. The Menu
Designer enables you to design your windows and menus functionally and
intuitively, so your users can focus on the task at hand, rather than how the
application works.
Operator Security
Operator Security enables you to create operator classes, operator IDs and
passwords to prevent users from accessing certain portions of your application.
Using this tool, you can limit the panels and action an operator can use as well
as determine when a user can or cannot sign on to the system.
Object Security
With Object Security, you apply the operator classes you create using Operator
Security to control the integrity of your database design, by restricting the
objects—menus, panels, and record definitions—that a user may change, add, or
delete using PeopleTools.
Help Designer
With the Help Designer you can create and update on-line help text for your
system. This tool not only simplifies the process of developing on-line help, but
also enables you to link help text directly to a specific panel, record, or field
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ARTHUR ANDERSEN&CU,SC
Contra Costa County
Human Resources&Payroll System
December 5, 1995
definition which reduces the maintenance traditionally associated with help
system updates. For example, you can use the Help Designer to create
hierarchical tables of contents and help text topics for fields, panels, record
definitions, and application procedures quickly and easily. You can cut and
paste text from on-line help to and from manuals, training guides, or
presentations.
Application Reviewer
The Application Reviewer is a standalone MDI Windows application that works
in conjunction with your PeopleSoft applications. You use the Application
Reviewer to trace the execution of PeopleCode, to investigate processing errors,
to display the values of variables, and so on. It can be used to set breakpoints
and other options on any PeopleCode module.
Application Upgrader
With the Application Upgrader, you can upgrade your applications to new
releases easily and methodically. PeopleTools streamlines the upgrade process
to provide a logical, visual means of organizing and comparing customized or
modified software objects against new system releases, on-line. You can
determine quickly what's new in a release, how changes will affect your
customizations, and select only the new features you want. The Application
Upgrader also helps you manage your own development and production
databases, so you can properly test and accept changes.
Import Manager
One of the more challenging tasks in implementing applications is moving data
from your existing systems. The Import Manager enables you to import one
data row at a time, validating field values against field edits.
Process Scheduler
The Process Scheduler is designed to enable you and your application users to
initiate on-line or background processes from a Windows client workstation to
run either on a server or local workstation. A process is a routine, task, or
program that runs either on your computer or on a server. A group of processes
can be combined and run as a single process or multiple process job. A job is
defined as one or more processes of the same or different types that can run
either in series or parallel.
nVision
PeopleSoft nVision, our interactive query tool for PeopleSoft applications,
provides all application users with the advantage of the drill down and tabular
data retrieval features.
ANDERSEN
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nxrHux ntJoeRssrr&co:,Sr_
Contra Costa County
Human Resources&Payroll System
December 5, 1995 C• 1
Query
Query enables you to build SQL queries without having-to see-SQL commands.
And you can apply queries you create in many ways,not just standard
reporting. Query provides security that leverages the operator classes and IDs
set up in PeopleSoft Operator Security.
Tree Manager
The Tree Manager is a visual way to view the structure of your database. Trees,
used to summarize, report, and translate data, provide a graphical window into
your database so you can easily view and maintain easily hierarchical
information such as chart(s) of accounts, financial reporting structures, database
query security, and the organization of data stored in multiple tables. Trees
maintain the summarization rules you need independent of account codes and
report formats, and you use them whenever you want to summarize
information.
Mass Change
Mass Change is an SQL generator that can be used to develop and perform
custom applications. Using Mass Change, a developer can set up a series of
Insert, Update, or Delete SQL statements that the user can execute to perform
business functions. Mass Change performs high-volume business transactions,
such as updating data for multiple employees, without the need to access each
one individually on-line.
The overall structure of Mass Change is similar to that of PeopleSoft Query
discussed above except that Query retrieves data from the database, while Mass
Change actually updates the database.
Data Mover
The Data Mover is a Windows-based utility that provides a flexible way to
move PeopleSoft databases across operating systems and database platforms. It
is an effective means for archiving PeopleSoft databases or individual PeopleSoft
records. It provides a simple method for executing SQL statements against any
PeopleSoft database, regardless of the underlying operating system or database
platform. Data Mover is really two tools in one, supporting two general types of
commands—SQL commands and Data Mover commands.
With these benefits and more, you'll find PeopleTools protects your application
investment and provides proven productivity benefits and cost savings for both
your technical staff and functional users.
W� r
ANDERSEN
v-ssCONSULTING
Proprietary and ConfidentialnxrHux axoessa[v ca s c
Contra Costa County
Human Resources&Payroll System
December 5, 1995
PeopleCode
PeopleCode is an easily comprehensible yet high-powered language used to
satisfy complex business rules on-line in PeopleSoft applications. It is a
language designed specifically to interact with the panel processor, and
therefore give you the capability to enhance your panels. Using PeopleCode,
you can accomplish virtually any edit or validation, and you can achieve a
tremendous amount of on-line processing. You can do such things as set default
values, set the display characteristics of fields, dynamically derive values for
panels, and update other tables.
You attach PeopleCode logic to record definitions or to menus, not panel
definitions. Like other parameters in record definitions, the panel processor
interprets PeopleCode as operators use panels. This gives you the power to
make PeopleCode happen on any panel that references your record definition.
The PeopleTools Record Editor allows you to add PeopleCode to the system.
In addition to,the business rules that can be provided by using PeopleCode in
the on-line applications, you have the capability to centrally store business rules
at the database level by taking advantage of functions such as stored procedures
and database triggers available within your DBMS.
A Complementary Solution
Because PeopleTools are built specifically for prototyping and developing
business applications, they are a natural extension of your suite of client/server
tools. PeopleTools also complements the programming and CASE tools you use
today for designing and developing client/server software solutions. Whether
you're customizing PeopleSoft applications, or designing new modules, you'll
find PeopleTools offer a decided advantage. A cost-effective alternative for
client/server system design.
Our team performed a comprehensive review of the requirements identified in
the various functional checklists of the RFP. We are confident that the
PeopleSoft HRMS software can meet most of the requirements that you have
identified. We are also confident that our proposed solution will.be the most
robust and comprehensive solution that you will receive. However, we have
identified numerous items in the checklists that the PeopleSoft software cannot
currently perform. In those cases, modifications may be required to meet the
functionality requested.
ANDERSEN
V-56 CONSULTING
Proprietary and Confidential
ARTHUR ANDMEN&CO,S.0
Contra Costa County
Human Resources &Payroll System
December 5, 1995
Even though PeopleTools is a robust, versatile rapid application development
environment that allows for easy modification of PeopleSoft software, the
combined experience of PeopleSoft and Andersen Consulting would indicate the
clients should try to minimize the number of modifications that are made to the
software. By limiting the number of modifications, the software is easier to
implement initially and easier to support in the long run.
ANDERSEN
V-5' CONSULTING
Proprietary and Confidential
ARTHUR ANDERSEN&CO.3.0
.. ..,.,,.....,
Contra Costa County
Human Resources &Payroll System
December S, 1995
EXPLANATION OF RESPONSES TO SYSTEM REQUIREMENTS
1. A response of Code1 is as defined in the Contra Costa RFP, and
indicates a Delivery Date, as required in the RFP.
2. A response of Code 2 is as defined in the Contra Costa RFP, however
a Delivery Date is not included. A delivery date can not be
determined until a decision has been made as to whether the
modifications required would be completed by the County, or by the
vendor. It is assumed a decision by the County on utilizing Quick
Start will help to determine both the sizing and time involved in
these modifications, and the result will become part of the final
contract.
3. A response of Code 3 is as defined in the Contra Costa RFP, however
a Delivery Date is not included, as further information would be
required from the County. Working conjunction with county
personnel would facilitate prioritization and, therefore, assist in
determining the delivery date.
4. Please note that we are proposing PeopleSoft Time and Labor as a
solution to your system requirements for Time and Attendance. This
module is currently under development and is scheduled for initial
release in approximately October of 1996.
5. Please also see Assumptions in Appendix IX H.
ANDERSEN
Proprietary and Confidential CONSULTING
AR HUR ANDERSEN&CD,SC
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P E O P L E S O F T
RESPONSES TO QUESTIONS
General System:
Question 4:
The Data Designer shows all of the records that access a given field.
System Architecture and Programming
Question 23:
Audits could be set up to accomplish this. A simpler way would be to use the operating system's
capabilities,which should include this kind of functionality.
Question 27:
PeopleSoft supports electronic signaturing with third-party application integration through
Workflow such as Lotus Notes.
Question 39:
Most PeopleSoft tables are effective-dated. PeopleSoft effective dating does not work as
described in this question; however,effective dating satisfies the intent of the question. Many of
the critical tables in PeopleSoft applications are keyed to an effective date on which the
information goes into effect. The use of effective dating at both the table and employee record
levels provides automatic future changes in plan information,future enrollment,and concurrent
year processing. Another advantage of the effective-dated reference tables and participant
records is the systems ability to retain unlimited history. Historical data can be combined with
future-dated assumptions to aid in plan design and forecasting. You can easily generate
utilization analyses for a given time period or date you specify.
PEOPLESOFT PROPRIETARY AND CONFIDENTIAL I-1
MARCH 1996 CONTRA COSTA COUNTY
Question 47:
The applications can be set up with drill-down functionality. However,a certain summary screen
may not inherently have this functionality.
Question 55:
Our applications today don't really show this at first glance. If a required field is not filled out,
then when the user tabs out,an error message will show up and the field will change color.
Small markings could be placed on the panel next to required fields to mark them; however,this
would be a customization.
Question 61:
Because PeopleSoft applications are based on client/server architecture,PC and server platforms
are seamlessly connected. Users operating PeopleSoft applications on a PC workstation select
data from and save data to a database residing on a mainframe, midrange,or PC(depending on
where the database resides). You need not learn any special commands to access data.
To download data from the mainframe to another PC software package spreadsheet or word
processing you simply run a report or query and save the results to a file on the PCs hard drive.
The system automatically and seamlessly handles the EBCDIC to ASCII conversion. To upload
data from another PC package,you can use PeopleSoft's Import Manager, the SQR reporting
tool,or native SQL to read the data and to issue the appropriate commands to update the
database. Additionally,PeopleSoft provides many of the queries you'll need to update your
databases,but you might occasionally need to create more. This is why we created Mass Change,
a SQL generator you can use to develop and perform custom applications. Using Mass Change,a
developer can set up a series of Insert,Update,or Delete SQL statements that the end user can
execute to perform business functions. You can use it to perform high-volume business
transactions without accessing each one online. And the system enables you to place changes in
pending and review them before you approve each one.
Human Resources
A. Classification Requirements
Question 24:
We will be providing retroactive pay processing with Release 6.0 due out 4Q96. If this
functionality is needed sooner,our professional services group has built an interim solution and
can perform this modification. Time and Labor,due out 4Q96, may be able to meet the
retroactive pay schedule requirement.
B. Position Control
Question 4:
HRMS can budget by FTE or headcount in Position Management.
PEOPLESOFT PROPRIETARY AND CONFIDENTIAL 1-2
MARCH 1996 CONTRA COSTA COUNTY
Question 15:
HRMS provides candidate searches. Also,with the succession planning module,HRMS can be
used to determine the next logical candidate. The career planning module can also be set up to
plan for logical career progress.
C. Employee Information
Question 1:
HRMS can be used to track an unlimited number of names;however,as delivered,there are no
dates associated with these names. The personal—data table could be made effective-dated as a
modification.
Question 3:
If I have interpreted your requirements correctly,this would seem to be a relatively minor
modification. Perhaps Contra Costa County could add a few tables, or maybe just a few fields to
existing tables,or even just change the current descriptions on similar fields already in the
application. Then trees could be built on these fields.
Question S:
Personal data is not currently an effective-dated tables. This is the table where we currently
store name and primary address. However,many other opportunities are provided to store other
names and addresses.
Questions 10-13:
PeopleSoft supplies the tables with samples. Contra Costa will have to add a few table values to
get all of these mentioned in questions 10-13 into the system.
Questions 22:
I don't really think this is a customization. A simple Query could be built to produce this
information.
Questions 23:
The application currently doesn't provide for phonetic search. English Wizard,a new query tool,
will provide this with Release 6.0 of HRMS.
Questions 27:
This may not be a full customization. We can do this based on hours worked.
PEOPLESOFT PROPRIETARY AND CONFIDENTIAL 1-3
MARCH 1996 CONTRA COSTA COUNTY
E. Labor Relations
Questions 3-6:
Queries could be built to produce this information.
F. Reports
Questions 2-6:
Many of these reports are standard. Those that are not could be built using Query to Crystal
reports.
PEOPLESOFT PROPRIETARY AND CONFIDENTIAL 1-4
IIAR-13-1996 10:06 FROM CCC DATA PROCESSING TO 92959497 P.05
C-
V
EXIT E
INDEMNITY AND INSURANCE
CONTRA COSTA COUNTY
CONTRACTUAL TERMS AND CONDITIONS
Indemnity
The Contractor shall to the extent of insurance limits indemnify, defend and hold harmless the Contra
Costa County (hereinafter "County") its officers, agents and employees from any loss, errors and
omissions, liability, claim, injury or damage arising out of, or in connection with performance of this
Agreement by Contractor and/or its agents, employees or sub-contractors, which results in personal
injury, death or damage to tangible personal property, excepting only loss, injury, damage caused solely
by the acts or omissions of personnel employed by the County. The Contractor shall reimburse the
County for all costs, attorney's fees, expenses and liabilities incurred with respect to any litigation in
which the %.untractor is obligated to indemnify, defend and hold harmless the County under this
Agreement.
Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and
maintain at its own expense, during the terms of this Agreement, or as may be further required herein,
the following insurance coverages and provisions:
A. Evidence of Coverage
Within 30 days after commencement of this Agreement, the Contractor shall provide an original
of a Certificate of Insurance certifying that coverage as required herein has been obtained and
remains in force for the period required by the Agreement. In addition, a certified copy of the
policy or policies shall be provided by the Contractor upon request.
Thus verification of coverage shall be sent to the address as shown on the County's Certificate of
Insurance form. The Contractor shall not receive a Notice to Proceed with the work under this
Agreement until it has obtained all insurance required and such insurance has been approved by
the County. This approval of insurance shall neither relieve nor decrease the liability of the
Contractor.
B. Notice of Cancellation
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation in coverage to be sent to the Clerk of the Board of Supervisors, 650 Pine Street,
Martinez, CA 94553 or to the address shown on the Certificate of Insurance.
C. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's alphabetic and
financial size category rating of not less than AX, according to the current Best's Key Rating
Guide, unless otherwise approved by the County's Insurance Manager.
1. Either a California Admitted Surety OR a current Treasury Listed Surety (Federal
Register) to its specified dollar limitation
AND
2. Either a current A.M. Best B+ rated Surety OR a current Standard and Poors (S&P)
rating of BB
OR
3. In lieu of 1 & 2, a domestic or foreign company of equal financial stability that is
approved by the County's Insurance Risk Manager.
D. Insurance Required
1 Comprehensive General Liability Insurance - for bodily injury (including death) and
property damage which provides limits of not less than one million dollars ($1,000,000)
combined single limit (CSL) per occurrence.
OR
2. Commercial General Liability insurance - for bodily injury(including death) and property
damage which provides limits as follows:
a. General Iimit per occurrence - $1,000,000
b. General limit aggregate - $2,000,000
C. Products/Completed Operations - $1,000,000 aggregate
d. Personal Injury limit - $1,000,000
if coverage is provided under a commercial General Liability Insurance form, the carrier
shall provide the County Insurance Manager with a quarterly report of the amount of
aggregate limits expended to that date, at the reasonable request of the risk manager.
If over 50% of the aggregate limits have been paid or reserved , the County may
require additional coverage to be purchased by the Contractor to restore the required
limits.
3. For either type insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars ($1,0001-000)
per occurrence/aggregate to be maintained for two (2) years following
acceptance of the work by the County.
C. Contractual Liability expressly including liability assumed under this Agreement
d. Personal Injury Liability with deletion of exclusion for:
1) Liability assumed under contract, and
e. Severability of Interest clause providing that the coverage applies separately to
each insured except with respect to the limits of liability.
4. For either type insurance, coverage shall include the following endorsements, copies of
which shall be provided to the County:
a. Additional Insured Endorsement:
Such insurance as is afforded by this policy shall also apply to Contra Costa
County, and members of the Board of Supervisors of Contra Costa County, and
the officers, agents, and employees of Contra Costa County, individually and
collectively as additional insureds.
b. Primary Insurance Endorsement:
Such insurance as is afforded by the additional insured endorsement shall apply
as primary, and other insurance maintained by Contra Costa County, its officers,
agents and employees shall be excess only and not contributing with insurance
provided under this policy.
C. Notice of Cancellation of Endorsement
This policy may not be canceled by the company without 30 days prior written
notice of such cancellation to Contra Costa County at the address shown in the
Certificate of Insurance. The Contractor must notify the County of any
reduction in coverage or change in coverage at the address shown in the
Certificate of Insurance.
d. Contractual Liability Endorsement.
06 3V
This policy shall apply to liability assumed by the insured under written contract
with Contra Costa County.
e. Personal Injury Endorsement.
The provisions of this policy shall provide Personal injury coverage, including
deletion of the standard exclusions for liability assumed under contact.
f. Severability of Interest Endorsement
The insurance afforded by this policy shall apply separately to each insured who
is seeking coverage or against whom a claim is made or a suit is brought, except
with respect to the company's limit of liability.
5. If coverage is written on a Claims Made Basis, the Certificate of Insurance shall clearly
state so and evidence of coverage extending from the date of execution of this
Agreement, or from the date of the first performance of services, whichever date is
earlier, until three(3) years from the date the work or services are accepted as completed
shall be included. The following additional information shall be provided:
a. Defense coverage included in the limit (Yes/No)
b. Aggregate limitation
- General aggregate
- Products/Completed Operations aggregate
C. Retroactive date, which shall be no later than the date of execution of the
Agreement or the date of the first performance of the services, whichever date is
earlier.
d. Length of time for extended reporting period.
e. Limitations on invoking reporting period(if other than non-payment)
f. Is "Notice of Circumstances" allowed(Yes/No)
6. Errors and Omissions liability insurance which provides limits of not less than
$1,000,000 aggregate with a 30 day notice of cancellation to Contra Costa County at
the address shown in the Certificate of Insurance.
7. Workers' Compensation and Employer's Liability Insurance.
a. Statutory California Workers' compensation coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence for all employees engaged in services or operations under this
Agreement.
C. Inclusion for the County and its governing board, officers, representatives,
agents and employees as additional insureds, or a waiver of subrogation.
8. Special provisions
The following provisions shall apply to this Agreement:
a. The foregoing requirements as to the types and limits of insurance coverage to
be maintained by the Contractor and any approval of said insurance by the
County or its insurance consultant(s) are not intended to an shall not in any
manner limit or qualify the liabilities and obligations otherwise assumed by the
Contractor pursuant to this Agreement, including but not limited to the
provisions concerning indemnification.
b. The County acknowledges that some insurance requirements contained in this
Agreement may be fulfilled by self-insurance on the part of Contractor, however,
this shall not in any way limit liabilities assumed by the Contractor under this
Agreement. Any self-insurance shall be approved in writing by the County.
c. Should any of the work under this Agreement be sublet, the Contractor shall
require each of its subcontractors of any tier to provide the aforementioned
coverages, or Contractor may insure subcontractor under its own policies.
d. The County reserves the right to withhold payment to the Contractor in the
event of material noncompliance with the insurance requirements outlined above.
SPECIAL CONDITIONS
A. COUNTY AFFIRMATIVE ACTION REQUIREMENTS
The Contra Costa County Board of Supervisors has adopted a program to help and support
Minority Business Enterprises(MBE) and Women Business Enterprises(WBE) by providing
opportunities for participation in the performance of County financed Professional and Personal
Services' contracts or Consulting Service Agreements.
The County acknowledges that PeopleSoft made a"best effort" to obtain the required MBE and
WBE participation in this project, but for fiscal and technical reasons the County chose to
reject this portion of this proposal.
EXHIBIT F
MAINTENANCE AGREEMENT
1. DEFINITIONS
a. " HR/PR' means description of the system
b. " PeopleSoft Software" means Proprietary Software and Third-Party Software which
are part of the PeopleSoft Offering and which are listed on the attached Schedule One as it may be
amended.
C. "Priority A Error" means an error that (1) renders the Software inoperative; or (2)
causes the Software to fail catastrophically.
d. "Priority B Error" means an error that affects performance of the Software, but does
not prohibit County's use of the Software.
e. "Priority C Error" means an error that causes only a minor impact on the use of the
Software.
f. "Proprietary Software" means PeopleSoft Software which is developed by or licensed
to Contractor and is maintained by Contractor.
g. "Third-Party Software" means software which has been developed and which is
maintained by a party other than Contractor and is listed on Schedule One.
h. "Workaround" means a recommended change in the standard procedures for use of the
PeopleSoft Software to avoid an error without significantly impairing performance of the PeopleSoft
software.
i. "Fix" means the repair or replacement of source or object or executable code versions of
the Software to remedy an error.
j. "Error" means a malfunction in the Software which degrades the use of the Software.
k. "Previous Sequential Release" means the release of Software for use in a particular
operating environment which has been replaced by a subsequent release of the Software in the same
operating environment. A Previous Sequential Release will be supported by PeopleSoft for a period of
18 months after release of the subsequent release.
2. COVERAGE AND GENERAL MAINTENANCE RESPONSIBILITIES
a. In accordance with the terms and conditions of this Maintenance Agreement, Contractor
will provide the County with the maintenance services described herein for the PeopleSoft Software
listed on the attached Schedule One. Additional PeopleSoft Software may be added upon written
notice from the County to Contractor and payment of the applicable fee as calculated in accordance
with Section 9 hereof and PeopleSoft Software may be deleted from coverage under this Maintenance
Agreement upon written notice from the County to Contractor.
MAR-13-1996 10:25 FROM CCC DATA PROCESSING TO 92959490 P.01
b. Third Party Software qualities for service under its manufacturer's or publisher's
standard warranty and post-warranty maintenance_ Contractor will ensure that all necessary
documentation is executed to activate such warranty and post-warranty maintenance.
C. During the term of this maintenance Agreement, the Contractor will be responsible for
ensuring that the PeopleSoft Software, when used in accordance with the applicable Documentation,
will perform all the functions listed in, and operate substantially in accordance with the Documentation
delivered with the software. Contractor's sole obligation under this warranty will be to repair promptly
the PeopleSoft Software or provide the other remedies set forth in Section 4 of this Maintenance
Agreement,
3. MAINTENANCE AND SUPPORT SERVICE
a. Contractor shall provide telephone support to the County concerning the use of the
Project as specified in Section 8.
b. Contractor shall provide remote diagnostic analysis of PeopleSoft problems via modem
and correction of such problems remotely or on-site, if necessary.
c,. For Priority A Errors, PeopleSoft will acknowledge Priority A calls within one (J) hour
from the time the call was placed. In addition, PeopleSoft will promptly initiate the following
procedures: (1) assign PeopleSoft specialists to correct the Error and (2) provide ongoing
communication on the status of the correction; and (3) immediately commence to provide a
Workaround or a Fix. PeopleSoft shall take reasonable steps to provide such Workaround or Fix
within two (2) business days after receipt of output or other documentation of the Error. Temporary
workarounds will be made permanent corrections in the next major Software release of the software
unless such Workaround is defined after the freeze date of a major Software release. For Priority B
Errors, PeopleSoft will acknowledge calls within two hours from the time the call was placed. In
addition, PeopleSoft will assign a PeopleSoft specialist to commence correction of Error and (2)
Provide escalation procedures as reasonably determined by PeopleSoft staff. PeopleSoft shall take
reasonable steps to provide such Workaround within five business days after receipt of output or other
documentation of the Error. Furthermore, PeopleSoft shall exercise all commercially reasonable efforts
to include the Fix for the Error in the next Software Maintenance release. For Priority C Errors,
PeopleSoft will acknowledge the call within two (2) business day from the time the call was placed. In
addition, PeopleSoft may include the Fix for the Error in the next major Software release.
d. Contractor will promptly report errors in Third-Party Software listed on Schedule One
of which it is aware to the publisher of the Third-Party Software for correction. Contractor will,
without charge, arrange for the County to obtain promptly all updates; enhancements, and
improvements to Third-Party Software as generally available. Contractor shall provide the County with
release notes and revised documentation therefor, which are provided to it by the publisher or
manufacturer.
4. ESCALATION PROCEDURES,REMEDIES.
If County's attempts to have an error resolved are not successful or have not proven
satisfactory the following escalation procedures shall apply:
a. During Business hours:
If circumstances cause the Error to be critical, County will contact the assigned
Application Support Specialist. If by discussing the Error with the assigned support specialist, County
is not getting the response necessary to resolve the Error, County will contact the County's PeopleSoft
Account Manager. County's PeopleSoft Account Manager will discuss the Error with County and if
resolution is still not reached, County's PeopleSoft Account Manager will contact the Application
Support Manager at Corporate Headquarters on County's behalf within one business day. If this does
not resolve the Error, County's PeopleSoft Account Manager will contact the Regional Account
Manager to discuss the Error within two business days. If the County continues to be dissatisfied the
Error will be escalated to the Vice President of Customer Services. PeopleSoft will continue to work
on the error continually until such time the problem is corrected either through the use of remote
software fixes or with on-site personnel, at no additional charge to the County.
If an Error is a Priority A Error and such Error has not been fixed within 45 days, PeopleSoft will
provide an on-site consultant to fix the software, at no additional charge to the County.
b. After Business hours:
Calls to the after-hours support line will be reviewed by the on-call support specialist. If
the Error is critically affecting the County's production system, the support specialist will do everything
possible to resolve it including:
1. Paging the backup on call specialist then
2. Calling the backup on call specialist
3. Contacting a different member of the Application Support group
4. Calling the Application Support Manager who will then
5. Escalate the Error, to the attention of the development Product Manager who
may
6. Call the individual developer on their team who can resolve coding errors.
If the call is not critical in nature, the specialist will call and inform County that the Error will be
handled during the next business day. County will be held accountable for problems caused by their
own hands.
5. RESPONSIBILITIES OF THE COUNTY
The County shall promptly report any problem which is covered hereunder to Contractor and provide
details concerning such problem. The County shall allow authorized representatives of Contractor
access to the PeopleSoft Software during the County's regular business hours and thereafter, if
necessary. The County shall refrain from making repairs or modifications to the PeopleSoft Software
without the advance written approval of Contractor. The County shall provide a telephone line for
remote diagnosis of the PeopleSoft Software by Contractor. It is the responsibility of the County to
ensure that all of its electronic files on the PeopleSoft Software are periodically and adequately
duplicated and documented. CONTRACTOR WILL NOT BE RESPONSIBLE FOR THE
COUNTY'S FAILURE TO DO SO, NOR FOR THE COST OF- RECONSTRUCTING DATA
STORED ON THE PeopleSoft Software WHICH IS LOST FOR ANY CAUSE WHATSOEVER.
6. EXCLUDED SERVICES
PeopleSoft shall have no obligation to support:
a. Altered, damaged or substantially modified Software.
b. Software that is not the then-current or Previous Sequential Release.
C. Errors caused by County's negligence or hardware malfunction, or other causes beyond
PeopleSoft's reasonable control.
d. Software installed in a hardware or operating environment not supported by PeopleSoft;
and
e. Third Party software not licensed through PeopleSoft.
MAR-13-1996 10:26 FROM CCC DATA PROCESSING TO 92959490 P.02
7. CHARGES AND PAYMENT
a. Effective 7/1/97, first payment of maintenance will become due. The maintenance fee
will be paid computed from the lesser of 17% of license fees covered by this Agreement or the standard
PeopleSoft maintenance fees for the modules licensed by the County.
b. Effective 7/1/98, maintenance fees will be paid computed from the lesser of 103% of the
previous year's maintenance fees or the standard PeopleSoft maintenance fees.
c. For three successive years thereafter, the County will pay the lesser of 103% of the
previous year's maintenance fees or the standard PeopleSoft maintenance fees. Thereafter, County
shall pay the then current fee.
d. Additional software may be added upon written notice from the County to Contractor
and payment of the applicable fee set forth in Exhibit E to the Agreement of which this Maintenance
Agreement is a part. If no fee is set forth for the item to be added, then Contractor and the County will
negotiate a mutually acceptable fee which is calculated pursuant to the same formula used to calculate
the maintenance fees in 7(a) above.
e. The County shall be responsible for all taxes associated with the services to be provided
hereunder, other than taxes based on Contractor's income. The County shall also pay any charges
incurred which are not covered by this Maintenance Agreement, The County's payment shall be due
within 30 days of receipt of the Contractor invoice. Support services are billed on an annual basis,
payable in advance.
8. Telephone Support
PeopleSoft will provide telephone technical support concerning installation and use of
the Software. Except for designated holidays, standard telephone support hours are Monday through
Friday 6:OOA.M. to 6:30 P.M_ Pacific time, Telephone Support is available 24 hour, 7-days a week for
in-production customers who need to resolve critical production problems outside of normal support
hours.
9. TERM AND TERNIINATION
a. This Maintenance Agreement shall commence upon the execution of this Agreement.
County's obligation to pay Maintenance fees shall commence on 7/1/97. It shall automatically be
extended thereafter annually for additional one-year terms unless terminated as provided herein. The
County may terminate this Agreement without cause upon 60 days advance written notice to
Contractor. Contractor may terminate this Maintenance Agreement at the end of the original term or at
the end of any renewal term by giving the other party written notice at least 30 days prior to the end of
such term. Should County elect not to renew support services and subsequently requests support
services, they shall be reinstated only after County pays the then current Fees plus all cumulative Fees
that would have been paid had County not suspended service.
b. Either party may terminate this Maintenance Agreement upon written notice to the other
patty that such party has failed to observe, keep, or perform any material provision of this Maintenance
Agreement. Such termination shall be effective 30 days from the receipt of such notice unless the
defaulting party has completely cured the default within that thirty-day period.
C. The County shall be entitled to a pro-rata refund of fees paid in advance in the ca;e of a
termination.
10. REPRESENTATIONS AND LIMITATION OF LIABILITY
TOTAL P.02
a. Contractor represents that the maintenance services will be performed in a workman like
manner. CONTRACTOR DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, FOR MAINTENANCE UNDER THIS MAINTENANCE AGREEMENT
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. Third-Party Software are subject to any warranties or
limitations of liability stated in documentation provided by such products' manufacturers with such
products.
b. Contractor's liability for damages under this Maintenance Agreement (regardless of the
form of action, whether in contract or tort) shall in no event exceed the amount paid by the County to
Contractor for a one-year period. CONTRACTOR WILL NOT BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST THE
COUNTY BY ANY OTHER PARTY. Contractor shall not be liable for any failure or delay in
performance under this Maintenance Agreement due to causes beyond its reasonable control.
11. ASSIGNMENT, SUBCONTRACTING, AND PROFESSIONAL COMPETENCE
a. Contractor may not assign this Maintenance Agreement without the advance written
consent of the County, except in the event of merger or acquisition.
b. Contractor may utilize subcontractors to provide some of the services required
hereunder, provided that the County may, upon written notice to Contractor, require the removal of a
subcontractor for unsatisfactory service. Any subcontractor performing services hereunder will be
subject to the same terms and conditions as are set forth herein, and Contractor shall remain liable for
the performance of any subcontractor.
C. All work hereunder performed by Contractor or its subcontractors shall be accomplished
by competent and reliable professionals who are thoroughly trained for the tasks that they will be
performing.
12. GENERAL
Any illegal or unenforceable provision shall be severed from this Maintenance Agreement. The waiver
of any default under this Maintenance Agreement shall not waive subsequent defaults of the same or
different kind. This Maintenance Agreement shall be governed by the laws of the State of California.
This Maintenance Agreement states the entire agreement concerning Contractor's provision of
maintenance services to the County and supersedes and cancels and prior agreements, understandings,
and negotiations. It may be amended only by a written amendment executed by authorized
representatives of both parties. The County's purchase orders or other ordering document shall not
add to or vary the terms of this Maintenance Agreement.
13. ACCOUNT MANAGER
PeopleSoft will assign an Account Manager to assist with the on-going support relationship. A
reasonable amount of account manager on-site time is included in the annual Support Services fee.
The account manager will perform the following tasks:
a) Coordinate scheduling of software installation and user training
b) Coordinate project kick-off meeting with County personnel
C) Provide assistance in County's' development of acceptance tests which check the
compliance of the Software with the functionality and performance described in the
Documentation and PeopleSoft's functions responses to County's RFP.
c. 3�f
EXHIBIT G
SOFTWARE LICENSE AGREEMENT
1. Definitions
"Documentation" means only technical publications relating to the use of the Software, such as
reference, user, installation, system administrator and technical guides delivered by PeopleSoft
to County.
"PeopleTools" means the underlying architecture from which the Software is designed, and
includes software application programming tools and code.
"Software" means all or any portion of the United States version of the binary computer
software programs (including corresponding source code) provided by PeopleSoft or made by
the County with PeopleSoft's prior written consent, in machine readable form including all
listed in Schedule One and all corrections or updates thereto. Software includes third-party
software as identified in Schedule One. Software does not include source code to PeopleTools.
"Server" means a single database or file server which may be accessed by a network of personal
computers.
"Territory" means the United States and Canada.
"Site" means a specific, physical location of County's Server.
2. License
2.1 PeopleSoft grants County a perpetual, non-exclusive, nontransferable license to use the
licensed number of copies of the software in the Territory, solely for internal data processing
operations, on each Server at the Site up to the licensed number of workstations specified in
Schedule One. Any third party software products or modules provided by PeopleSoft to
County shall be used solely with PeopleSoft Software. County may use the Software
temporarily on a machine other than the Server in the event that the Server is inoperable.
County may make a reasonable number of copies of the Software solely for archive or
emergency back-up purposes and/or disaster recovery testing purposes. County may modify or
merge the Software with other software with the understanding that any modifications, however
extensive, shall not diminish PeopleSoft's title or interest in the Software.
2.2 PeopleSoft shall provide County with the licensed number of copies of the Software and
Documentation as specified on Schedule One. County may make a reasonable number of copies
of the Documentation solely for County's internal use with the Software provided all copyright
notices are reproduced.
3. License Exclusions
3.1 Except as expressly authorized herein, County shall not:
a) Copy the Software;
b) Cause or permit reverse compilation or reverse assembly of all or any portion of
the Software;
C) Distribute, disclose, market, rent, lease or transfer to any third party any portion
of the Software (including PeopleTools) or the Documentation, or use the
Software or Documentation in any service bureau arrangement, facility,
management, or third party training;
d) Disclose the results of Software performance benchmarks to any third party
without the prior written consent of PeopleSoft;
e) Transfer the Software to a different Server platform without the prior written
consent of PeopleSoft ( such consent not unreasonably withheld);
f) Transfer the Software to a different Site without prior written notice to
PeopleSoft.
g) Export the Software in violation U.S. Department of Commerce export
administration regulation.
h) Invoke support libraries other than through documented API calls; and
I) Use PeopleTools except in conjunction with the licensed PeopleSoft
applications.
3.2 No license, right, or interest in any PeopleSoft trademark, trade name or service mark is
granted hereunder.
4. Fees and Payment Terms.
4.1 County shall pay PeopleSoft the fees specified in Schedule One and in accordance with
the schedule of payments listed in Exhibit C.
4.2 Unless County provides PeopleSoft with a valid tax exemption or direct pay certificate,
County is responsible for all taxes concerning the Software and or services excluding
taxes based on PeopleSoft's income. Overdue payments shall bear interest at the lesser
of 12% per annum or the maximum rate allowed under the applicable law.
5. Title and Protection.
5.1 PeopleSoft(or its third-party providers) retains title to all portions of the Software, any
modifications to the Software developed with PeopleTools, and any copies thereof.
Title to the physical media for the Software vests in the County upon delivery.
PeopleSoft represents that the Software contains valuable proprietary information and
County shall not disclose the Software to anyone other than those of its employees or
consultants under nondisclosure obligations who have a need to know for purposes
consistent with this Agreement. County shall affix, to each full or partial copy of the
Software made by the County , all copyright and proprietary information notices as
affixed to the original. The obligations set forth in this paragraph shall survive
termination of this Agreement.
5.2 The Software may be transferred to the U.S. Government only with the separate prior
written consent of PeopleSoft and solely with"Restricted Rights" as the term is defined
in F.A.R.52.227-19(c)(2)(or DFAR 252.227-7013(c)(1) if the transfer is to a defense-
related agency) or subsequent citation.
6. Default and Termination
6.1 Any of the following shall constitute an event of default:
a. County fails to perform any of its obligations under"License Exclusions" or
"Title and Protection"; or
b. Either party fails to perform any material provision of this Agreement and such
failure is not cured within thirty (30) days after receipt of written notice thereof.
6.2 If an event of default occurs, the non defaulting party, in addition to any other rights
available to it under law or equity may terminate this Agreement and all licenses granted
hereunder by written notice to the defaulting party.
6.3 Within fifteen (15) days after termination of this Agreement County shall certify in
writing to PeopleSoft that all copies of the Software in any form, including partial copies
within modified versions, have been destroyed or returned to PeopleSoft.
7. Limited Warranty
PeopleSoft warrants that it has title to the Software and the authority to grant license to use the
Software. PeopleSoft warrants that the Software will perform substantially in accordance with
the Documentation for as long as PeopleSoft continues to support the version of the PeopleSoft
Software in use at the County and County subscribes to PeopleSoft's Software Support
Services. PeopleSoft's sole obligation is to repair or replace the defective Software, provided
County notifies PeopleSoft of the deficiency and provided County has applied all Software
updates provided by PeopleSoft's Software Support Services. PEOPLESOFT DISCLAIMS
ALL OTHER WARRANTIES EXPRESS OR IMPLIED UNDER THIS LICENSE
AGREEMENT INCLUDING BUT NOT LIMITED TO THE WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
EXCLUDING DAMAGES INCURRED UNDER THE "INFRINGEMENT PROTECTION
CLAUSE IN THE MAIN AGREEMENT" PEOPLESOFT'S LIABILITY FOR DAMAGES
UNDER THIS SOFTWARE LICENSE AGREEMENT SHALL IN NO EVENT EXCEED
THE AMOUNT PAID BY COUNTY TO PEOPLESOFT FOR THE SOFTWARE OR THE
SERVICES FROM WHICH THE CLAIM AROSE.
9. On-Site Support Days
PeopleSoft shall provide County with support at the Site for the Software as set forth in
Schedule One. For a period of six (6) months from the Scheduled Effective Date, support days
not used during the installation phase may be used for other implementation support.
10. Training.
PeopleSoft shall provide County with the number of training units set forth in Schedule One for
use at a PeopleSoft Training Facility. County may use training units for Site training as the
parties mutually agree in writing. County must use these training units within one (1) year from
the Scheduled Effective Date.
11. Nondisclosure Obligation
11.1 County shall protect the Software with at least the same degree of care and
confidentiality which County utilizes for similar County information which is does not
wish disclosed to the public. County may provide access to and use of the Software
only to those third parties (undertaking similar nondisclosure obligations), providing
services concerning County's use of the Software.
12. Notices
All notices shall be in writing and sent by first class mail, overnight mail, courier, or transmitted
by facsimile(if confirmed by such mailing), to the address indicated on the first page of this
Agreement, or such other address as either party may indicate by at least ten (10) days prior
written notice to the other party. Notices to PeopleSoft shall be sent to the Legal Department.
13. Assignment
County may not assign this Agreement (by operation of law or otherwise) or sub license the
software without the prior written consent of PeopleSoft, and any prohibited assignment or sub
license shall be null and void.
a
EXHIBIT H
S OURCEFLEX
SOFTWARE SOURCE CODE ESCROW AGREEMEN"
SOURCEFILE ESCROW NUMBER:
Vi
This Software Source Code Escrow Agreement, dated as of November 23, 1993, by ESU
and between FileSafe, Inc., a California corporation, doing business as SourceFile
("SourceFile") and PeopleSoft, Inc., located at 1331 North California Boulevard, Walnut .
Creek, California 94596("Depositor"), and each Beneficiary identified by Depositor to
_ SourceFile as.provided for in Paragraph 3 hereof (each a "Beneficiary", collectively the
=.."Beneficiaries")..
RECITALS:
A. Pursuant to certain and annual technical support software license agreements
(each.a "License Agreement", collectively the "License Agreements"), Depositor licenses to
certain licensees certain software in object code form (the "Software"). A description of
each Software effective as of the date hereof, is attached hereto as Exhibit "A".
B,'::The Software is the proprietary and confidential information of Depositor, and
_Depositor desires to protect such ownership and confidentiality.
C. Depositor.desires to ensure the availability to its Beneficiaries of a license to the
source code and.all necessary proprietary information related to the Software (the "Source
Material") for the use by Beneficiary solely for technical support of the Software licensed
by the Beneficiary in the event certain conditions set forth in Paragraph 4 of this Agreement
should occur.
AGREEMENT:
1. Delivery of Source Code to SourceFile. Depositor shall deliver to SourceFile
a parcel (the "Parcel") sealed by Depositor, which Depositor represents and warrants is one
(1) copy of the Source Material. SourceFile has no knowledge of, and makes no
representations with respect to, the contents or substance of the Parcel, the Software or the
Source Material. Depositer shall deliver updated Source Material to SourceFile thirty (30)
days after each new release of the Source Material.
2. . Acknowledeement of Receipt by SourceFile. Promptly after receipt of the
Parcel and of any supplements to the Source Material, SourceFile shall notify in writing such
Beneficiaries for which Depositor has paid SourceFile the fee ( included as part of the
Annual Maintenance Fee) for such notice. Depositor shall provide supplements to the
Source Material for each updated or new major release version of the Software as
reasonably determined by Depositor. Depositor shall send to SourceFile a duplicate of the
Source Material within three (3) days after receiving written notice from SourceFile that the
Source Material has been destroyed or damaged. All supplements shall be subject to the
terms and provisions of this Agreement. SourceFile will notify Beneficiary and Depositor
of each update to the Source Material. Such notification will be sent via certified mail,
return receipt required.
3. Acknowledeement by Beneficiaries. For purposes of this Agreement,a licensee
of the Software shall be a Beneficiary hereunder with such rights of a Beneficiary as.set
mq
forth herein, only if (i) such licensee is identified on the current schedule of Software
Licensees delivered to SourceFile by Depositor from time to time and (ii) such licensee has
sent to.SourceFile a fully executed copy of the form of acknowledgement attached hereto
as Exhibit"B", in which such licensee accepts the terms of this Agreement and agrees to pay
the then current SourceFile annual Beneficiary maintenance fee directly to SourceFile. The
name and:addresses of the Beneficiaries shall be described in one or more schedules of
Beneficiaries to be presented to SourceFile from time to time by Depositor. All other
licensees of the Software shall have no rights hereunder and SourceFile shall have no duties
to such licensees.
4. Terms and Conditions of the Source Material Escrow. The Parcel shall.be
held by SourceFile upon the following terms and conditions:
(i) In the event that (1) SourceFile is notified by Beneficiary that Depositor
is unwilling or unable to provide technical support for the then current version of the
Software in material breach of its License Agreement with Beneficiary and that the
Beneficiary has given Depositor written notice of such material breach specifying in
reasonable detail the facts of the alleged material breach (the "Release.Condition")
and (2) Beneficiary has paid to SourceFile all fees and charges then due and owing,
SourceFile shall.follow the following procedures set forth in this Section 4, parts (ii),
(iii), (iv) and (v).
(ii) SourceFile shall promptly notify Depositor of the occurrence of the
Release.Condition and shall provide to Depositor a copy of Beneficiary's notice to
SourceFile..
(iii) If SourceFile does not receive Contrary Instructions, as defined below,
from Depositor within thirty (30) days following SourceFile's delivery of a copy of
such notice to Depositor, SourceFile shall deliver a copy of the Source.Material to
Beneficiary. "Contrary Instructions" for the purposes of this Section 3 shall mean the
filing of written notice with SourceFile by Depositor, with a copy to the Beneficiary
demanding delivery, stating that the Release Condition has not occurred or has been
cured.
(iv) If SourceFile receives Contrary Instructions from Depositor within thirty
(30) days of the giving of such notice to Depositor, SourceFile shall not deliver a
copy of the Source Material to the Beneficiary, but shall continue to store the Parcel
until: (1) otherwise directed by the Depositor and Beneficiary jointly; (2) SourceFile
has received a copy of an order of a court of competent jurisdiction directing
SourceFile as to the disposition of the Source Material; or (3) SourceFile has
deposited the Parcel with a court of competent jurisdiction or a Trustee or receiver
selected by such court pursuant to this Section 3, part (v) below.
(v) Upon receipt of Contrary Instructions from Depositor, SourceFile shall
have the absolute right, at SourceFile's election to file an action in interpleader
requiring the Depositor and Beneficiary to answer and litigate or arbitrate their
several claims and rights amongst themselves. SourceFile is hereby authorized to.
comply with the applicable interpleader statutes of the State of California in this
regard.
SOURCEFILE Escrow Number.
SOURCEFLEX Escrow AQnsmwM 2.
CM
5. Term of Agreement. This Agreement shall have an initial term of three (3)
years. The term shall be automatically renewed on a yearly basis thereafter, unless
Depositor or SourceFile notifies the other party in writing at least ninety (90) days prior to
the end of the then current term of its intention to terminate this Agreement.
6. Compensation of SourceFile. Depositor agrees to pay SourceFile reasonable
compensation for the services to be rendered hereunder in accordance with SourceFile's
then current schedule of fees, and will pay or reimburse SourceFile upon request for all
reasonable expenses,disbursements and advances,including software duplication charges and
-reasonable attorneys' fees, incurred or made by it in connection with carrying out its duties
hereunder. ; SourceFile's schedule of fees for the initial term of this Agreement is attached
to thisAgreement as Exhibit "D". In the event Depositor fails to pay, an annual
maintenance fee to SourceFile, Beneficiary shall have the option to pay such fees to avoid
SourceFile terminating this agreement.
7. Limitation of Duties of SourceFile. SourceFile undertakes to perform only
such duties as are expressly set forth herein.
.8. : Limitation of Liability of SourceFile. SourceFile may rely on and shall suffer
no liability as a result of acting or refraining from acting upon any written notice, instruction
or request furnished to SourceFile hereunder which is reasonably believed by SourceFile to
be:genuine.and to have been signed or presented by,a person reasonably believed by
SourceFile.to be authorized to act on behalf of the parties hereto. SourceFile shall not be
liable for-any action taken by it in good faith and believed by-it to.be authorized or within
the.rights orpowers conferred upon it by this.Agreement. :SourceFile may consult with
counsel of its own choice, and shall.have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the
opinion of such counsel.
9. Indemnification of SourceFile. Depositor and Beneficiary agree to indemnify
and defend SourceFile and to hold it harmless from and against, any loss,liability or expense
incurred by SourceFile, arising out of or in connection with this Agreement, carrying out its
duties hereunder; any other claim of liability with respect to the Source Material. In the
event suit is brought by any party to this Agreement, or any other party, as against any other
parry,including SourceFile,claiming any right they may have as against each other or against
SourceFile, then in that event the parties hereto, agree to pay to SourceFile any attorney's
fees and cost incurred by SourceFile in connection therewith.
10. Record Keeping and Inspection of Software. SourceFile shall maintain
complete written records of all the materials deposited by Depositor pursuant to this
Agreement. During the term of this Agreement, Depositor shall be entitled at reasonable
times during normal business hours and upon reasonable notice to SourceFile to inspect the
records of SourceFile maintained pursuant to this Agreement and to inspect the facilities
of SourceFile and the physical condition of the Source Material.
11. Technical Verification. Beneficiary reserves the option to request SourceFile
to verify the Source Material for completeness and accuracy at Beneficiary's cost. Depositor
agrees to cooperate with SourceFile in the verification process by providing its facilities and
computer systems and by permitting SourceFile and at least one employee of Beneficiary to
SOUHCEFILE Esuar Number.
SOURCEMEX Escrow Ayrewnewn 3.
_ c3
be present during the verification of Source Material.
12. Restriction on Access to Software. Except as required to carry out its duties
hereunder, SourceFile shall not permit any SourceFile employee, Beneficiary or any other
person access to the Software except as provided herein, unless consented to in writing by
'Depositor. SourceFile shall use its best efforts to avoid unauthorized access to the Source
.Material by its employees or any other person.
13. Bankruptcy. Depositor and Beneficiary acknowledge that this Agreement is
an "agreement supplementary to" the License Agreement as provided in Section 365 (n) of
:Title:11, United::State Code (the "Bankruptcy Code"). Depositor acknowledges that if
Depositor, as:a debtor in possession or a trustee in Bankruptcy in `a case under the
Bankruptcy Code, rejects the License Agreement or this Agrdement, Beneficiary may elect
to retain its rights under the License Agreement and this Agreement as provided in Section
365 (n) of the Bankruptcy Code. Upon written request of Beneficiary to Depositor or the
:Bankruptcy Trustee,Depositor or such Bankruptcy Trustee shall not interfere with the rights
of Beneficiary as provided in the License Agreement and this Agreement,including the right
to obtain the Source Material from SourceFile.
14. . . Notices. Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given on the date
service_is served personally, sent by overnight courier, or five (5) days after the date of
mailing if sent registered mail, postage prepaid, return receipt required, and addressed as
follows or to such other address or facsimile number as either party may, from time to time,
designatein a written notice given in like manner:
TO DEPOSITOR PeopleSoft, Inc.
1331 North California Boulevard
Walnut Creek, California 94596
Telephone:(510)-946-9460
Facsimile: 510)-946-9461
Attn:Leg_al Department
TO SOURCEFILE: SourceFile
50 Crisp Plaza
Suite 700
San Francisco, California 94124
Attn: Director of SourceFile
Telephone: (415) 715-2733
Facsimile: (415) 822-4302
TO.BENEFICIARY: As set forth in Exhibit "C" Schedule of Beneficiaries.
15. Miscellaneous Provisions.
(a) Waiver. Any term of this Agreement may be waived by the party
entitled to the benefits thereof, provided that any such waiver must be in writing and signed
by the party against whom the enforcement of the waiver is sought. No waiver of any
SOURCERLE Escrow Number.
SOURCEFLEX Escrow Agrsanard 4.
condition, or of the breach of any provision of this Agreement, in any one or more instances,
shall be deemed to be a further or continuing waiver of such condition or breach. Delay or
failure to exercise any right or remedy shall not be deemed the waiver of that right or
remedy.
(b) Modification or Amendment. Any modification or amendment of any
provision of this Agreement or termination of this Agreement must be in writing, signed by
the parties hereto and dated subsequent to the date hereof with notification provided to
each registered Beneficiary.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
(d). Headings: Severability. The headings appearing at the beginning of the
sections contained in this Agreement have been inserted for identification and reference
purposes only and shall not be used to determine the construction or interpretation of this
Agreement. . If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
.(e) Further Assurances. The parties agree to perform all acts and execute
all supplementary instruments or documents which may be reasonably necessary to carry out
the provisions of this Agreement.
(f): Entire Agreement. This Agreement, including the attachments hereto,
contains the entire understanding between the parties' and supersedes all previous.
communications, representations and contracts, oral or written, between the parties, with.
respect.to the subject matter thereof. It is agreed and understood that this document and
agreement shall be the whole and only agreement between the parties hereto with regard
to these escrow instructions and the obligations of SourceFiile herein in connection with this
Source Code escrow, and shall supersede and cancel any prior instructions. SourceFile
specifically directed to follow these instructions only and SourceFfle shall have no
responsibility to follow the terms of any prior agreements or oral understandings.
IN.WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DEPOSITOR SOURCEFILE
FileSafe, Inc.,
a California corporation�
i
Name: o(Irrcr.2- ,✓ � Name: J"�l
Title: C wn _ Title: ? '�:��,'�� `.r���
[SOURCE %SOURCE FIXE
Document Version Date Ano= 19,1993
Docnmeat Print Date NoT mber 22,1993
SOURCEFILE Escrow Number.
SOURCEFU X Escrow AQreemem 5.
EXHIBIT "A"
DESCRIPTION OF SOURCE MATERIAL
Source.Material Deposits:
1'-The current and updated release of PeopleTools
2...WebNet Rev. 4.03
3.:E-Notes.:Rev. For Windows
4. Station Manager for DOS
5..windows Station Manager
6. WEB`Parallel Port Driver
SOURCERLE Escrow M umEr.
SOURCEFLEX Escrow AprwinsrM�— 6•
EXHIBIT °B"
FORM OF ACKNOWLEDGEMENT BY BENEFICIARY
The undersigned hereby acknowledge, accepts and agrees to be bound by the
terms of the attached SourceFlex Software Source Code Escrow Agreement by and
between SourceFle, Inc., a California corporation, as Escrow Agent and _PeopleSoft,
Inc.,.as. Licensor, dated November 10 , 1993. .
Beneficiary agrees to pay SourceFile the then current annual Beneficiary fees. in the
event Beneficiary does not pay the annual Beneficiary fee.to SourceFle in a timely
manner-. SourceFle shall remove Beneficiary from the list of Beneficiaries under the
Agreement and Beneficiary may only participate in this agreement by paying all past fees
due and any reasonable administrative assessed charge by SourceFle.
BENEFICIARY:
Signature:
Name:
Title:
Address:
Telephone:
Facsimile:
DEPOSITOR: PeopleSoft, Inc.
1331 North California Boulevard
Walnut Creek, CA 94596
Telephone: 510-946-9460
Facsimile:-510-946-9400
Please send CERTIFIED OR REGISTERED MAIL to:
SOURCEFILE: SOURCEFILE CUSTOMER SERVICE CENTER
1350 W. Grand Avenue.
Oakland, California 94607
Telephone (800) 237-2769
Facsimile (510) 419-3875
The following is a list of the Source Material Deposits placed in escrow with
SourceFle for Beneficiary: The current and updated release of PeopleTools.
EXHIBIT "Co
SCHEDULE OF BE OF THE SOFTWARE
This.;Exhibit intentionally blank as of Effective Date and will be updated from time to time
in accordance:with section 3 entitled "Acknowledgement of Beneficiaries"..
SOUACEME Escrow Number. 8.
SOURCEFLEX Escrow Agroomerd O
' 1
EXHIBIT 'D'
SOURCEFILE COMPENSATION SCHEDULE
All fees are paid by PeopleSoft to SourceFle except where noted.
ESCROW SERVICES
•. Initial set-up (paid by PeopleSoft on Novemeber 23, 1993) $1000.00
• Rate per Beneficiary
(to be paid by Beneficiary to SourceFle) $200.00/year
• = Annual Maintenance $1000.00/year
(Includes 2 deposits updates)
Includes climate controlled storage, certified letters of notification, and customized
agreements.
ADDITIONAL SERVICES
• Deposit Updates in excess of two per year $150.00
•
'Escrow Release Beneficiary Request
(to be paid by Beneficiary to SourceFle) $600.00_.
• Escrow Release Developer Request $200.00
• Pick-Up: and Delivery per product per year $200.00
TECHNICAL.REVIEW/VERIFICATION
(to-be paid',by Beneficiary to SourceFle) Please call for an estimate.
-
ON-LINE SERVICE Please call for an estimate
37
�� 3y
SCHEDULE ONE
TO THE
SOFTWARE AND SERVICES PROCUREMENT AGREEMENT
Per Copy Production Test & License
License Fee Copies Development Fee
copies
HRMS Software applications
1. Human Resources $219,000 1 0 $219,000
2. Benefits Administration 154,000 1 0 154,000
3. Payroll 219,000 1 0 219,000
4. Test& Development copy 60,000 0 1 60,000
5. Workstation Access (includes unlimited number of copies 49,000
base application access,
workstation SQR, Query Link,
Vision, Crystal)
6. Server SQR 8,760 1 8,760
less fee reduction: (261,152)
TOTAL FEES: $448,608
Pricing is based on 8000 of County's employee records.
County receives the following items: (-TY
1. PeopleTools-Restricted Development 1
2, Training Units 96
3. Support Days (64 hours) 8
4. Documentation 2
Other Software
1. Until December 23, 1996, County shall have the option to license one(1)
production copy of PeopleSoft's Time and Labor application for a license fee of
$144,000. This software will be delivered to the County if and when
commercially available.
2. Until December 22,1997, the Contra Costa Community College District (employee
population of 2,500) may license one (1) production copy of PeopleSoft's Human
Resources, Payroll and Benefits Administration application for a license fee of
$280,400.
3. Until December 22,1997, County shall have the option to license one (1)
production copy of all the Software listed below for a license fee of$1,117,840,if
the license of the Software is a result of a competitive bidding, process (e.g. use of
RFP) or $783,920 if no competitive bidding processes involved. The Iicense fee in
this option includes unlimited workstation access.
General Ledger Accounts Payable Inventory
Accounts Receivable Purchasing Budgeting'
Project Costing Asset Management
Additional Training
Additional training will be available at a cost of$450 per training unit.
Additional Consultation
Additional consultation will be available at the following rates:
Consultant level Standard Hourly Rates
Consultant $175.00
Senior Consultant $200.00
Manager $225.00
Product Specialist $225.00
1 This software will be delivered to the County if and when commercially
available.