HomeMy WebLinkAboutReso 105-2017 (17-876)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 105 -2017
File Number: 17 -876 Enactment Number: RES 105 -2017
RESOLUTION APPROVING THE SECOND AMENDMENT TO A
CONSULTING SERVICES AGREEMENT WITH PERSONNEL DATA
SYSTEMS INC, EXTENDING THE TERM AND INCREASING THE
CONTRACT AMOUNT BY $250,000 FOR A TOTAL AMOUNT NOT
TO EXCEED OF $500,000 AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AMENDMENT.
WHEREAS, on July 1, 2016, the City of South San Francisco ( "City ") and Personnel Data Systems, Inc
(PDS or "Consultant ") entered into that certain consultant services agreement ( "Agreement ") whereby
Consultant agreed to implement a human capital management software package to promote efficient
timekeeping and payroll processes and analyze succession and performance data on City personnel; and
WHEREAS, on June 12, 2017, City and Consultant entered into a First Amendment to extend the
termination date of the Agreement; and
WHEREAS, staff has determined that the project will need to be further extended in order to continue
verifying and creating accurate pay codes, employee benefits, and organizational data to implement an
efficient and verified system; and
WHEREAS, staff has negotiated and prepared a second amendment to the Agreement ( "Second
Amendment ") to increase the contract amount by $250,000, for a total amount not to exceed amount of
$500,000 and to extend the term to September 30, 2018; such Second Amendment is attached hereto and
incorporated herein as Exhibit A; and
WHEREAS, $200,000 in salary savings have been encumbered and rolled to current the fiscal year to
serve as a funding source for the HCM project; and
WHEREAS, staff recommends that City Council authorize Budget Amendment 18.001 to transfer
budget in the amount of $50,000 from salary savings at the end of Fiscal Year 2017 -18 to fund the
Second Amendment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
hereby takes the following actions:
Approves the Second Amendment to the Agreement with Personnel Data Systems, Inc., to extend the
term to September 30, 2018 and increase the contract amount to an amount not to exceed $500,000,
attached hereto and incorporated herein as Exhibit A.
City of South San Francisco Page 1
File Number. 17 -876
Enactment Number: RES 105 -2017
Authorizes the City Manager to execute said Second Amendment and to make any revisions,
amendments, or modifications deemed necessary to carry out the intent of this resolution which do not
materially alter or increase the City's obligations thereunder, subject to approval as to form by the City
Attorney.
Authorizes the City Manager to take any other related action necessary to further the intent of this
Resolution.
Approves Budget Amendment 18.001 in the amount of $50,000, which will be entered at the end of
Fiscal Year 2017 -18 when salary budget savings can be identified.
At a meeting of the Special City Council on 9/6/2017, a motion was made by Richard Garbarino,
seconded by Mark Addiego, that this Resolution be approved. The motion passed.
Yes: 3 Addiego, Gupta, and Garbarino
No: 1 Matsumoto
Abstain: 1 Normandy
l J
Attest by
rista Martine)
City of South San Francisco Page 2
SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH
SAN FRANCISCO AND Personnel Data Systems, Inc.
THIS SECOND AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at
South San Francisco, California, as of September 6, 2017 by and between THE CITY OF
SOUTH SAN FRANCISCO ( "City "), a municipal corporation, and Personnel Data Systems,
Inc.( "Consultant"), (sometimes referred together as the "Parties ") who agree as follows:
RECITALS
A. On July 1, 2016, City and Consultant entered that certain Consultant Services
Agreement ( "Agreement ") whereby Consultant agreed to provide the City with implementation
services as defined in the scope of work. On June 12, 2017, City and Consultant entered into a
First Amendment to extend the date of the original Agreement. A true and correct copy of the
Agreement, the First Amendment and the corresponding exhibits are attached as Exhibit A.
B. City and Consultant now desire to further amend the Agreement.
NOW, THEREFORE, for and in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and
Consultant hereby agree as follows:
All terms which are defined in the Agreement shall have the same meaning when used in this
Amendment, unless specifically provided herein to the contrary.
2. Section 1. The December 31, 2017 end date for the term of services identified in
Section 1 of the First Amendment is hereby replaced with September 30, 2018.
3. Section 2: Compensation. Section 2 of the Agreement is hereby amended such that the
City agrees to pay Consultant a sum not to exceed $500,000, for services performed
during the extended service period, with the understanding that up to $203,000 has already
been paid to Consultant for the first year of service.
Consultant agrees this is the City's total contribution for payment of costs under the
Agreement unless additional payments are authorized in accordance with the terms of the
Agreement and said terms of payment are mutually agreed to by and between the parties in
writing.
4. Scope of Services. The Scope of Services is amended and attached as Exhibit B to this
Second Amendment.
All other terms, conditions and provisions in the Agreement remain in full force and effect. If
there is a conflict between the terms of this Amendment and the Agreement, the terms of the
Agreement will control unless specifically modified by this Amendment.
[SIGNATURES ON THE FOLLOWING PAGE]
Dated:
CITY OF SOUTH SAN FRANCISCO CONSULTANT
LIM
City Manager
Approved as to Form:
City Attorney
By:
PERSONNEL DATA SYSTEMS, INC.
EXHIBIT A
Agreement and First Amendment
[Amend #] AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH
SAN FRANCISCO AND [PARTY]
THIS First AMENDMENT TO THE Consulting Services Agreement AGREEMENT is made at
South San Francisco, California, as of June 12, 2017 by and between THE CITY OF SOUTH
SAN FRANCISCO ( "City"), a municipal corporation, and Personnel Data Systems, INC
("Contractor'), (sometimes referred together as the "Parties') who agree as follows:
RECITALS
A. On August 15, 2016, City and Contractor entered that certain Consulting Services
Agreement ( "Agreement) whereby Contractor agreed to (brief description of services]. A true
and correct copy of the Agreement and its exhibits is attached as Exhibit A.
B. City and Contractor now desire to amend the Agreement.
NOW, THEREFORE, for and in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and
Contractor hereby agree as follows:
1. All terms which are defined in the Agreement shall have the same meaning when used in this
Amendment, unless specifically provided herein to the contrary.
2. Section 1. The June 30, 2017 end date for the term of services identified in Section
1 of the Agreement is hereby replaced with December, 31, 2017.
3. Scope of Services. The Scope of services is not amended.
All other terms, conditions and provisions in the Agreement remain in full force and effect. If
there is a conflict between the terms of this Amendment and the Agreement, the terms of the
Agreement will control unless specifically modified by this Amendment.
[SIGNATURES ON THE FOLLOWING PAGE]
CITY OF SOUTH SAN FRANCISCO
By: Z"
?4CAynag&
), amgO
Approved as to Form:
By:
y Attorney
CONTRACTOR
By: a- RV, � 99t-
City of South San Francisco P.O. B=711 (an►Md.
s
400 Grand Avenue)
South San Framism. CA
Resolution: RES 103 -2016
File Number: 1-626 Enactment Number: RES 103.2016
RESOLUTION APPROVING AN AGREEMENT TO PURCHASE,
INSTAII.,, AND IMPLEMENT A NEW HUMAN RESOURCES,
PAYROLL AND TDAEKEEPING SOFTWARE SYSTEM WITH
PERSONNEL DATA SYSTEMS INC. IN AN AMOUNT NOT TO
EXCEED $250,000, AND AUTHOR123NO THE CM
MANAGER TO MCWUTE SAID CONTRACT.
WHEREAS, the City of South San Francisco' s ("City") current financial software system is
outdated; and
WHEREAS, the City needs a robust bonan capital management software package to promote
efficient timekeeping and payroll processes and analyze succession and performance data on its most
important resource, its personnel; and
WHEREAS, staff from multiple City departments provided input to assess operational needs,
reviewed vendor responses, and participated in software demonstrations; and
WHEREAS, staff has identified Personnel Data Systems, Inc. as the preferred vendor to address the
City's human resources, payroll and time capturing needs, and
WHEREAS, staff has negotiated and prepared an agreement with Personnel Data Systems, Inc. to
purchase, install and implement a new human resources, payroll and timekeeping software system
( "Agreement') and such Agreement is attached hereto and incorporated harem; and
WHEREAS, finds have been budgeted for software acquisition, installation, and implementation.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
hmtby takes the following actions:
Approves the Agreement with Personnel Data Systems, Inc for the purchase, installation and
implementation of a new human resources, payroll and timekeeping software system in an amount not to
exceed $250,000, attached hereto and incorporated herein.
Authorizes the City Manager to execute said Agreement and to make any revisions, anmdments, or
modifications., deemed necessary to curry out the intent of this Resolution which do not materially alter
or increase the City's obligations thereunder, subject to approval as to form by the City Attorney.
Authorizes the City Manager to take any other related action necessary to further the intent of dus
Resohition.
may. t
rWO Number. 4&826 EfdWffNW M09 W. RES 103 -2016
At a meeting of the City Council on 8/10=15, a motion was made by Richard Garbarino, seconded by
Liza Normandy, that this Resolution be approved. The motion paswd.
yes: 4 Coundirrernber Normandy, Coundimember Garbarino, Vice Mayor Gupta.
and MayorAddlego
No: 1 Counciimember Wsumtrto
Attest by
K►is n ' i
Pop 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
PERSONNEL DATA SYSTEMS, INCORPORATED
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco ( "City"} and Personnel Data %gWffls. Inc. t"Consuitantl (together sometimes referred to as the
'Parties') as of August 15, 2016 (the Effective Datel.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit iblt AA, attached hereto
and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Tenn of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2017, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first -class manner and shall conform to the
standards of quality normally observed by a person practicing In Consultant's profession.
1.3 Asslanment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1_2 above and to satisfy Consultant's obligations hereunder.
Section 2 COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
$250,000.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultants proposal, attached as Exhibit A, regarding the amount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall
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submit all invoices to City in the manner specified herein. Except as specifically authorized by City,
Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultants estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
andfor annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
• The beginning and ending dates of the billing period;
• A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
• At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the perm doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
• The total number of hours of work perfom -ed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individuel employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (600) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibft A;
The amount and purpose of actual expenditures for which reimbursement is
sought;
The Consultant's signature.
2.2 lnthty Payment! City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to . pay Consultant. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services ('completion of
services" shall be defined as when the City uses the system in a production or 'live* mode)
and submittal to City of a final Invoice, if ail services required have been satisfactorily
performed.
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2.4 Total Payment, City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a property
executed change order or amendment.
23 Hourly few Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown in Exhibit A.
2.6 Reimbursable EMnaes. Reimbursable expenses are specified below, and shall not
exceed $7,000.00. Expenses not fisted below are not chargeable to City. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded. Reimbursable expenses include reasonable out -of- pocket
travel and administrative costs including, but not limited to, mileage, airfare, rental car,
hotel, meals, and parking.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor
represents and warrants that Contractor is a resident of the State of Califomia in
accordance with Califomia Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Contractor accepts sole responsible for
verifying the residency status of any subcontractors and withhold taxes from non- Califomia
subcontractors as required by law.
2.$ Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shah, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the Wattles and equipment listed
in this section, and only under the terms and conditions set forth herein.
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City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long - distance tel*one or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arlse from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the suboontractor(s).
4.1 Workers' ComDensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shag be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self- insurance program to meet those requirements, but only if
the program of self - insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self - insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consultant, If a program of setf-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
4.2 Commercial General and Automobile Llabill Insurance,
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,004.00)
per occurrence, combined single limit coverage for risks associated with the worts
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall riot be
limited to, protection against claims arising from bodily and personal injury,
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including death resulting there from, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scam of coverage. Commercial general coverage shall be at least as
broad as insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile LiablI4 form CA 0D01 (ed. 12190)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
4.2.3 Additional Teguirarrmnts. Each of the following shall be included in the
insurance coverage or added as a oertifified endorsement to the policy:
a. The insumnnce shag cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Prcfesftll Llabifity Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement In an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals' errors and omissions. Any deductible or self-insured retention shag
not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.
4.32 Claims -made limbfions. The following provisions shag apply if the professional
liability coverage is written on a claims -made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years alter completion of the Agreement or
the work, so long as commercially available at reasonable rates.
C. If coverage Is canceled or not renewed and it is not replaced with another
claims -made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after completion of the Agreement or the work.
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The City shall have the right to exercise, at the Consultant's sole cost and
expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Polides R":uuirements.
4AA Acceotabilltir of Insurers, All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than ANIL
4.42 Veriff don of coverage, Prior to beginning any work under this Agreement,
Consultant shall fumish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall stow the
signature of a person authorized by that insurer to bind coverage on its behalf. tf
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant's obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Notice of Reduction in or Cancellation of Covell e_. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City. In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than ten (10)
working days alter Consultant is notified of the change in coverage.
4.4.4 Addittorral Insured: primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities perforrned by or on behalf of Consultant,
including the Insured's general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
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volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self- insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement,
Further, if the Consultant's insurance policy includes a seNnsured retention that
must be paid by a named insured as a precondition of the insurer's liability, or
which has the effect of providing that payments of the seftsurred retention by
others, including additional insureds or insurers do not serve to satisfy the self-
insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to
not prevent any of the parties to this agreement from satisfying or paying the self -
insured retention required to be paid as a precondition to the insurer's liability.
Additionally, the certificates of insurance must note whether the policy does or
does not include any self-insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self- insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self- insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall Include a
'wasting" policy limit.
4.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4.5 RetmWits. In addition to any other remedies City may have If Consultant fail to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
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a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and /or
c. Terminate this Agreement.
Section 5: INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of ffe, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
Violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Seccti�oon 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONSULTANT.
6.1 lrr*pendent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant`s services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
Consulting Services Agreement between (Rev:2.13.2014j August 15, 2016
City of South San Francisco and Personnel Data Systems, Inc. Page 8 of 15
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contn'bution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No .Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any rapacity whatsoever as an
agent or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Goveming Law. The laws of the State of Catifomia shall govern this Agreement.
7.2 Comptiance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental gnulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what -so -ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. in
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract or participant
In, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant .shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
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City of South San Francisco and Personnel Data Systems, Inc. Page 9 of 15
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination.. City may cancel this Agreement at any time and without cause upon written
notfication to Consultant.
Consultant may cancel this Agreement for cause upon 30 days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting, City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Suryival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shalt survive
the termination of this Agreement.
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City of South San Francisco and Personnel Data Systems, Inc. Page 10 of 15
SA Options upon Breach by Consultant: If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.62 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the worts
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that until
final approval by City, an data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,00000), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
Consulting Services Agreement between [Rev:2.13.2014] August 15, 2016
City of South San Francisco and Personnel Data Systems, Inc. Page 11 of 15
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
9.4 Records Submitted in Response to an ImrgLdon to Bid or Request for Promlls. All
responses to a Request for Proposals (RFP) or invitation to Laid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as "Confidential,' "Business Secret' or 'Trade Secret'
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly.marked it as a'Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret,' and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attomeys' fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorrrevs' Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneye fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. r In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
10.3 Severabitity. If a court of competent jurisdiction fords or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
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City of South San Francisco and Personnel Data Systems, Inc. Page 12 of 15
10.4 No Impaled Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties,
10.9 Use of Bedded Products. Consultant shalt prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest Consultant may some other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a 'conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 of serf
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Cade Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City, If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Govemment Code §1080 et.seq., the entire Agreement is void and Consultant wail not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Govemment Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
1:0.9 Contract Administration. This Agreement shall be administered by the Human
Resources Director ("Contract Admi nistratce). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (i) when received if transmitted by telecopy, if received
during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent
Consulting Services Agreement between [Rev:2,13.2014] August 15, 2016
City of South flan Francisco and Personnel Data Systems, Inc. Page 13 of 15
the sending Party receives written confirmation of receipt; (ill) 9 sent for next day delivery
to a domestic address by recognized ovemight delivery service (e.g., Federal E)press);
and (iv) upon receipt, I sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows: Consultant
Charles Jefteries
Personnel Data Systems, Inc.
470 Norristown Load, Suite 202
Blue Bell, PA 19422
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 940130
10.11 f lqf sional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the reporUdesign preparation. The stampfseal shall be in a block entitled
'Seal and Signature of Registered Professional with neportldesign responsibility,' as in the
following example.
Seal and Signature of Registered Professional with
reportidesign responsibfdy.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and Incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matter; herein.
10.13 Courrtemarts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.1 " C.ongo& off., The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement
The Parties have executed this Agreement as of the Effective Date.
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City of South San Francisco and Personnel Data Systems, Inc. Page 14 of 15
CITY OF SOUTH SAN FRANCISCO
7offnager
Attest:
KdstaURW, City Clerk
Approved as to Form:
r�
2588477.1
Consultants
NAME'Cau)AaE 2 t3R.4a ME V . P.
Consulting Services Agreement between [Rev:2.13.2014] August 15, 2016
City of South San Francisco and Personnel Data Systems, Inc. Page 15 of 15
.- PAS T.,
EXHIBIT A
SCOPE OF SERVICES
Vista HRS implementation Project
Statement of Work
Prepared by:
OOPDS'
For
City of South San Francisco
June 28, 2016
cnnMnIIc
Table of Contorts
INTRODUCTION
........» ....... .. ................. .. .......... ERRORI BOOKMARK NOT DEFINED.
TABLEOF CONTENTS .................................................................»................»..........»............ ............................... is
1. IMPLEMENTATION SCOPE .............. .. .............. .. ....... » ... « ... » ................ ... ................... » ...................... «. ........ 18
2. ESTIMATED NUMBER OF PROFESSIONAL SERVICE HOURS ........,..»...» ......................« ......................... »..».. is
3. SUMMARY OF IMPLEMENTATION PHASES VATH ESTIMATED HOURS ............................ ................ «............18
4. SUMMARY OF ESTIMATED PDS BASE SYSTEM IMPLEMENTATION SERVICES ....».......« ... ................... ».........19
S. CUSTOMER PROFILE INFORMATION ............................. «................ ... .. .......... ....« ............ . .... .. ........ - 1.... .... 20
5. VISTA HRMS IMPLEMENTATION PROJECT STEPS .. ......... » ................»......»..«......»..... ........................ ......... 21
7. VISTA SAMPLE IMPLEMENTATION PLAN ...............................................................»...... ................... ».... »....22
& PROJECT UNDEMANDING ...».» ................................. .... ..................................... ......... .... .................... 23
1. PmjectStort/ Completlon ............................................................................................... .............................13
2. Visto HRMS Core Components......... ............................................................................... .............................23
3. Interfaces ........................................................................................................................ .............................23
9. IMPLEMENTATION DESCRIPTION ................... .................. » ..................................... .. .... » ..................... ... ... 24
1. Implementation Assumptions... ............. I ....... I ............................................................................................. 24
10. PROJECT SCOPE .................. ». ....... . ....................................... » .......... .... .................. » » ............................ 24
1. Pre - Project Planning and Project Management ............................................................. .............................24
2. Installation (on premise customers only) ........................................................................ .............................25
3. Project Initiation ............................................................................................................ ...................._........2S
4. Core Team Training ......................................................................................................... .............................27
S. Data Conversion Assistance............................ ................................................................ .............................27
6 System Conflguration .............»...................................................................................... ......... »...................27
7. Security - Overview of How Vista HRMS Security Warks ........» ................».................... .............................28
8. Self- Service implementation Overview .................................... » ................................................................ ..28
9. Workflow implementation Overview ......................................................................................... ..................28
10. Recruiting Implementation O verview ........................................................................ .............................29
11. Analytic; Implementation Overview ........................................................................... .............................29
12. End -User Training ....................... . ..... .......................................................... ,........... .. .............................. 29
13. Readiness Assessment ...................................................»........................................... .............................29
14. Parallel Processing ...................................................................................................... .............................29
15. Post Live Assistance .................................................................................................... .............................30
11. RESOURCE ASSUMPTIONS .......... ........ »...,. .......................... ............ ....... .......................................... 30
1. Project Teams ................................................................................................................. .............................30
2. scope Impact.- ............................................................................................................... .............................31
12. SCOPE MANAGEMENT ................... ......... ...... »... .... » .... .. ................................................. .. .............. .. ........ 31
13. READ AND UNDERSTOOD ............. ......»..........».........«........»....»..................»..... .........,... ». » ».......... «.32
onMm.r
L lmplementedw Scoipo
This Statement of Work has been prepared for the implementation of the components listed in Vista
HRMS Core Components Section. If additional components have been licensed and are to be
implemented at a later time, a supplemental Statement of Work and estimate must be executed. The
hours estimated in this Statement of Work are for the existing base functionality of the components
listed in Vista HRMS Core Components and any interfaces or custom features listed in Interfaces
Section. Any additional requests for interfaces or custom features will be processed in accordance with
Scope Management Section herein.
T. Estimated Number of RoNS tonal SWWce flours
Consultant's intent, pursuant to this Statement of Work, is to deliver Vista HRMS configured to the
City's needs. Consultant will supply consulting and assistance as needed by the City to ensure a
successful implementation. Hours stated herein are Consultant's best estimate for the associated
tasks.
3. Summary of lmplementedon Phases with Estimated Hours
These estimates have been determined using information provided by the City and is not meant to be
'fixed priced' or 'not to exceed: Hours not used in one area may be shifted to other areas based on
functional needs. if hours are to exceed any line item estimate noted on page 5 during the Project due
to additional or undisclosed issues /needs or changes in the City's staff availability, Consultant will
notify the City prior to exceeding the estimate and request written approval for additional funds via
the Change Control process.
9PNMA1 L'
Summary ofEstimated Consultant's Base System Implementation Services
Project Hourly Rate:
All rates are In U.S. dollars unless otherwise specified
n�yl +�rra�nt.�bic�n
Project Coordination
Installation
Kick-Off Week
System Configuration
Data Conversion Assistance
Security Configuration Assistance
Training
HR
Benefits
Payroll
Recruiting
Crystal
Vista Analvtics
EasyAsk
Technical Administration - remote
Parallel Processing
Go -Live Readiness Assessment
Post Go -Live Assistance
Post Go -Live Transition to Customer Support Meeting
Self - Service Implementation Assistance
Workflow implementation Assistance
Recruiting Implementation Assistance
Interface Assistance - GL and Carriers assistance
rot at !jr - : , _,Ak f
ors ^f%l c
i k
$185.00
WrrWed
Est in�atlad Cagt
80
$14,800.00
24
$4,440.00
92
$5,920.00
232
$42,920.00
40
$7,400.00
$
$1,480.00
16
$2,960.00
16
$2,960.00
24
$4,440.00
24
$4,440.00
16
$2,960.00
4
$740.00
4
$740.00
$5,920.00
so
$14,800.00
16
$2,950.00
16
$2,960,00
njc
n/c
16
$2,960.00
16
$2,960.00
24
$4,440.00
TBD
TBD
>l33 2M00
t customimrProfflaffiftwft
Number of Federal IDs /BIN
1
Number of Locations
1
Fay Frequency
Bi- Weekly
Total Active Employees Count
900
Number of Hourly Employees
458
Number of Salary Employees
442
Number of Union Employees
442
Number of Retirees
377
Number of W2s/T4s Produced last year
1006
Number of Separate Earning Types Mg. Regular,
41
OT, Bonus, etc.)
Number of Unique Deductions (E.g. Garnishment,
66
Savings Bonds, United way, etc.)
Number of Benefit providers
5
Employee/Manager Self Service
Yes
Workflow
Yes
Recruiting
Yes
Where is data Converted from (E.g. Excel, Access)
Unknown
Tax Filing Interface Component Desired
No
Garnishment Interface Component Desired
No
Vista Time
No
Analytics
No
Open Enrollment
Yes
HIPAA 834
No
Onboarding
No
011 "AI L
& Visto HRMS fmplementadon Project Steps
Phase 1
• Project Coordination
• Installation (on premise customers only)
• Kick -tiff Week
• System Configuration
• Data Conversion Assistance
• Security Configuration Assistance
• Training
o HR
• Benefits
• Payroll
• Technical Administration (on premise customers only)
• Crystal
• Vista EasyAsk
Parallel Processing
Go -Live headiness Assessment
Post Go -Live Assistance
Post Go -Live Transition to Customer Support Meeting
Phase 2
• Self- Service Implementation Assistance
Workflow Implementation Assistance
• Recruiting Implementation Assistance
Recruiting
Note: Project goals and timelines based on Customer's staff availability will be established at the beginning of
the project. The customer may choose to incorporate phase 2 items listed above as part of phase 1. Also,
phase i items may be broken into multiple parts and thus the tasks may not be consecutive. This typically
Includes the data conversion, system and security configuration and trainings. For trainings, there may be an
initial training/ overview followed up later In the project by a more in -depth training with a wider audience.
9 M ^f%1 t
& Vista Semple lmplamentagon Plan
Phase 1
project Coordire vOn
InateBetloe (on prembe wslamer only)
Kkko" W"k
System Co"Sufs0 n
MA TFnlnhv
Daft Caewrsion Assastmm
Bomr Its TrWn;
r Tmfu9mj
sacurny Con is r*Mm Assbtenoe
c"tel TFeNal
lL'MYAg*- IMMIng
Tw An" AdmWeb*Hw Trelnln6 (on prandw autemerrnaY)
P4 rascal t'aoesselwc
Go -Uva A*aitneos AsMnmeM
Go4Jv* AestAeWe
1604UW MR&Bb m
Met Go,4Um T;lensltton to Cumlomer Support M" try
Phase 2 (17mImmt o f lieeedon P�gFR 1 tknkyl
F
SaawWm Awk%r a
Woridr Im,Ple Aeebhnee
Raer�ftin; � ApAt�^r��
3C•cvunkst Tralnln=
*A Inns d
Vista Proposed Implementation Plan
toft
low
tftd SW! IG•!
aA
! NMI
"04 + ytit
d
ID ! f1!
t.l 0*20 16"
IvTf me
I", a / »•
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M
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-q -
r1
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is rtUt1lII
SiM toff f
M
: • t
i• •twyCWW".R1
yy 14 'n
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r 111
4%
t • t
4.• Initlbf•tl•
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1•.,
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IA i�•rfslAsolr/nl'••••
nt�l Iw.p �•-.h
Y`.
! 1 !
US Hrlannytk
-!/ IM1in i�: I
t•.
! • Q
tN Irr/M1rr•IY
f•ltFtl }' -f
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t» rys ]tw Murr9aat
t• MYfx,_
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7. Project Undw3&nding
a7�+�Y+l?$t $ a�8oll fa 44444a1��#
=1iSi *i iii -iii ii 7iii$i iii 6?AYt2iiiiARS
1. Project StartlCompletion
Mutually agreed -to start date is:
D Mutually agreed -to estimated live date is:
Consultant will supply personnel sufficient to meet the requirements of the Statement of Work
within the mutually agreed to timeframe, but this work will be dependent on the availability of the
City's staff. As a result, the mutually agreed -to live date may be subject to change.
2. Vista HRMS Core Components
➢ Payroll
DHR
Benefits
D Msta H RMS EasyAsk
Self- Service
Workflow
Recruiting
A Analytics
3. Interfaces
➢PDS Base System GL Interface Table (Included)
D Electronic Funds Deposit for US /Canada (Included)
HIPAA 934 (Included) but may require some customization during implementation
ant,In,c
d
{
{
{
1. Project StartlCompletion
Mutually agreed -to start date is:
D Mutually agreed -to estimated live date is:
Consultant will supply personnel sufficient to meet the requirements of the Statement of Work
within the mutually agreed to timeframe, but this work will be dependent on the availability of the
City's staff. As a result, the mutually agreed -to live date may be subject to change.
2. Vista HRMS Core Components
➢ Payroll
DHR
Benefits
D Msta H RMS EasyAsk
Self- Service
Workflow
Recruiting
A Analytics
3. Interfaces
➢PDS Base System GL Interface Table (Included)
D Electronic Funds Deposit for US /Canada (Included)
HIPAA 934 (Included) but may require some customization during implementation
ant,In,c
8. h"Plementation Description
1. Implementation Assumptions
> Consuftant will assign a Project Manager.
D City will assign a Project Lead.
> City will designate a key decision - making Executive Sponsor.
»City's Project Team (further described in Section 11.1) members will be experienced in their
respective disciplines and have a solid understanding of the Customer's organization.
>Any additional functional needs Identified throughout the Project that are not met by Vista HRMS's
base functionality will be considered beyond the scope of this Statement of Work and will be
added hereto only upon the written authorization of the City.
No historic data conversion beyond current data and YTD totals is contemplated in the proposed
estimated hours —with the exception of paycheck history and historical pay rate history, which is
unlimited. This also does not include the conversion of position history, service break history or
ACA history.
Consultant will work with the City to demonstrate the procedures for the City to map, extract, and
import data into the Consultant system using a Consultant supplied tool.
> Necessary City resources and infrastructure will be available for the Parallel Testing process.
3o City's Project Team will assume responsibility for supporting and maintaining the system
environment after cut over to Production Mode.
),.Throughout implementation, the City's Project Team will work with the Consultant's Professional
Services Implementation Staff assigned to the Project until such time that the City is live with the
Vista HRMS software and thereafter will be transitioned to Customer Support.
a Project Scope
This document has been prepared based upon the extent of the information available to
Consultant and City. It is anticipated that, as a result of Project Initiation and other meetings
throughout the Project, the estimate provided herein may require modification. Any
modification to this estimate shall be documented in accordance with Customer Profile
Information Section hereof. Any modification shall require a written amendment in accordance
with Section 8.3 of the main Agreement. Consultant and City will determine if additional
resources are needed and available. For Project estimating purposes, Consultant has listed the
basic elements involved in configuring the software within the City's environment.
1. Pre - Project Planning and Project Management
Pre - Project Planning and Product Management consists of the following on -site and remote
functions:
Creating and managing the Project Plan, Consultant's resources, City's resources (with
assistance of the City's Project Lead), assisting the City in each step of the process, verifying the
status of all Project Team assignments, project- related conference calls and validating the hours
used against the estimated hours. Project Management is continuous throughout the Project
and is vital to the success of the Project. The Consultant Project Manager will collaborate with
the City's Project Lead to ensure all project tasks are completed as per the Project Plan.
Additionally, the Consultant Project Manager together with the City's Project Lead will resolve
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any issues that arise, manage change control for those tasks which are outside the scope of this
project and be the primary contact for the City's Project Team.
2. Installation (on Premise customers only)
A typical installation of Vista HRMS is estimated at 24 hours. This gives ample time for Consultant
to verify all aspects of Vista HRMS against the City's database server.
Installation includes, but is not limited to the following:
> Verify that the server environment and required software are in place.
>Install Vista HRMS.
> Create three environments (Training, Test, & Production) and two Recruiting
environments.
> Basic Certification with the City. Consultant and the City's resource(s) will insure that the System is
operating properly on Licensee's computer environment.
> Review PTF (update) process and the use of VistaFresh for applying future updates.
3. Project Initiation
>The objective of the on -site Project Initiation sessions is to transition from the Sales Cycle to the
implementation planning process by organizing the HR business requirements into a well- defined
implementation plan.
>The Consultant Project Manager and the City's Project Lead will review the requirements noted
during the Sales Cycle and any additional business requirements.
> Review the Statement of Work (SOW) in detail with the City's Project Team.
>Additional interfaces and/or custom features may be identified and, if necessary, Change Requests
will be processed in accordance with Scope Management Section herein. In addition, any
modification shall require a written amendment in accordance with Section 8.3 of the main
Agreement.
> CORE training will be scheduled with the Project Team to provide an understanding of the Vista
HRMS application. This will enable the Team to communicate effectively with the Consultant
Project Manager regarding how to set up and implement Vista HRMS to better suit the
organization's needs.
>The sessions begin with an introduction of the City's Implementation Team and an overview of the
organizational structure.
> During the Project Initiation sessions, the Consultant Project Manager will review items with the
City's Implementation Team including, but not limited to, the following:
Project Planning
> City's resource availability (i.e. which of City's personnel will be available and at what times that
personnel will be available).
> Consultant resource availability: on -site and remote resources for each task.
> Establish Project Timeline.
o"Inn14
Review Project Plan—Phases/Tasks.
Basic Demonstration of Vista HRMS $ystem
> HR: This component allows the City to access and update the record of any person entered into the
City's Vista HRMS database, including active employees, inactive employees, applicants,
dependents, or any other individual who has a record in the City's Vista HRMS database (based on
the City's security privileges).
> Benefits: This component allows the City to access information about the City's benefit recipients.
This includes active and retired employees and their dependents who are receiving benefits
through the City's organization.
a Payroll. This component allows the City to access and update the City's employee records. Each
employee record contains that employee's personnel, payroll, and benefits information, This
information is both referenced and updated by the major functions of the system, such as payroll
processing and benefits processing.
Best Practices in Organization Structure Setup
➢ In this structure, the City defines the organization's FINS /BINS, divisions, departments, etc., that
make up the City's organization.
v Pay companies are used to group employees for payroll processing and reporting purposes. When
the City processes a payroll, the City identifies which employees are processed based on their pay
company and payroll status.
AA majority of the critical payroll and benefits Information the City defines in the Setup module is
specific to each respective Pay Company. This includes earnings types, deductions, benefit plans,
and leave accrual plans. For example, in the Deductions table, separate deductions are established
for each pay company. The deductions established for a pay company can only be referenced for
employees assigned to that same pay company,
>The City's organization structure should be a reflection of its company's organizational chart.
Positions are a one -to -one relationship and Jobs are one-to-many. Each position and job is assigned
to a specific organization in this structure to indicate where that position or Job resides within the
City's overall organization. For each organization, the City can define the organization's name,
status, and a location that defines the organization's address.
>The City should also define information about the organization's electronic mail and Internet
services.
Review Product Update (PTFs) Procedures — Updates, Enhancements and Error Corrections
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• In order to streamline Consultant's methods of supporting Vista HRMS customers,
Consultant has developed an enhanced method of making PTFs (Updates,
Enhancements, and Error Corrections) available. Consultant posts on the Consultant
Customer Support Web Site the latest version of Vista HRMS containing cumulative
updates to that point in time. The updates are in source and executable form and are
downloadable with installation instructions and a detailed description of all PTFs
contained in that version. This method allows the City to monitor the Consultant
Customer Support site, and stay informed of recent updates.
• PTFs are applied using the VistaFresh tool provided by PDS to automate your process for
maintaining your current version of Vista HRMS. When run, it automatically checks your
system, compares it to the most current version as defined at PDS, downloads any
necessary updates, and (optionally) applies them.
4. Core Team Training
Consultant training is based on an event - driven, concept- oriented approach. The City's Project
Team is instructed using the Consultant's Training database (one of the three delivered
databases — Training, Test and Production) in real -world situations. The Training database
contains much of the same data as was seen during the demonstration(s) of Vista HRMS during
the sales process. The Project Team will learn the software within the context of day -to -day
processes, not from a technical writer's script. Each course has a defined agenda. Consultant
uses -a hands -on, interactive model that allows the Project Team to use the system as they
master basic every day functional tasks.
S. Data Conversion Assistance
The purpose of this phase is to facilitate the evaluation of the City's data conversion
requirements and commence the data conversion mapping process. During this meeting,
Consultant will work with the City's Project Lead to determine what data is available, its location
and appropriateness for conversion into the Vista HRMS database. Another important
consideration during this step is the analysis of the existing data for accuracy and effectiveness.
Often, data in the current system is stored inconsistently, inaccurately or simply can be utilized
more effectively with refinement. In addition, this step offers the opportunity to assess whether
data stored in the existing system will continue to be necessary going forward.
Consultant will provide the City with a data mapping spreadsheet and a file layout. Consultant
will assist the City in the mapping of the data, offering assistance as needed in the explanation of
the Vista HRMS database table names and structures. The City is then responsible for extracting
the data from their current system and creating a fixed formatted file using the provided
layout(s). This process establishes a common starting point for the remainder of the conversion
processes which will likely include several conversion updates as the Implementation proceeds.
g. System Configuration
This phase will consist of the Consultant Project Manager and the City's Project Team performing
system configuration and testing, which includes reviewing the existing delivered code tables
and rules within the Vista HRMS system, determining additions, and establishing security
templates. This may include, but is not limited to, the following items:
A HR structures (definition and setup of company, location, position, job, organization definitions,
training, licenses, tests, skills, applicant tables, and HR status tables)
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> Benefit structures (definition and setup of benefit plans, benefit deductions, valuations, premiums,
eligibility, and rules)
);.Payroll structures (definition and setup of earnings, deductions, taxable benefits, pretax plans, tax
profiles, employee tax setup, premium rules, general ledger, matching contributions, checks and
advices, direct deposit, bond processing, and worker's compensation)
> initial unit testing of all components (HR, Payroll, Benefits, and Leave Accrual)
> Process testing, such as new hires, transfers, terminations, etc.
> Check Printing setup and unit testing
> Direct Deposit setup and unit testing
> Security template setup and unit testing
> W -2 and /or T4, T4A, and RL -1 testing and balancing
> Executing the Issue Detective
> -Executing the Data Detective
> Vista Time (if licensed)
> HIPAA 834
> Recruiting (if included in the initial phase)
vOnboarding (if licensed)
> Analytics (if licensed)
T. Security - overview of How Via HP AS Security Waft
Vista HRMS Security works by using templates and assigning employees or employee types to a
given security template defined during System Configuration
8. SeffService Implementation Overview
Each option within Vista HRMS Self- Service can be deployed in one of three ways — Inquire -Only
(e.g. Pay Rate), Update (e.g. Emergency Contacts) or Update with Approval (e.g. Address
Change). These options are controlled by Security settings. The Consultant Project Manager will
work with the Project Team to configure and deploy such Self- Service functionality as chosen by
the Project Team. Typical minimum Self - Service functionality consists of viewing a W2, viewing a
check, viewing Pay History, including earnings, deductions and the like, viewing benefits, viewing
Emergency contacts or changing an address. Additional self-service assistance can be requested
by the City during implementation or later, if necessary.
9. Workflow Implementation Overview
While Vista HRMS Workflow capability is extensive and complete, by using Workflow, the City
can define and execute repetitive business processes that involve the flow of information or
activities from one person to another (or a group). Workflow processes range from simple
processes such as address change approvals to complex processes such as multi -level conditional
approvals (i.e. "if this, then that"). The Consultant Project Manager will work with the City to
define some initial simple workflows with the goal of allowing the City to add additional
Workflows or modify existing ones at a later date. Additional workflow assistance can be
requested by the City during Implementation or later, If necessary.
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10. Recruiting Implementation overview
The Vista HRMS Recruiting component provides a recruiting tool that will allow the City to gather
applicant data via the City's corporate website. Applicant data can be collected and will reside in
a stand -alone database where the City's recruiters can monitor and control content. The City will
be able to add a link to the City's corporate website, which will provide access to the Recruiting
database to view open positions and jobs. These positions and jobs can be posted with
descriptions as well as qualifications. Interested candidates can log on to the site, record their
own data, and Identify interest in open jobs /positions. The Consultant Project Manager will work
with the City to demonstrate and assist in the implementation of the Recruiting component.
Additional recruiting assistance can be requested by the City if necessary.
11. Analytics Implementation overview
The Analytics Overview details the use and practical applications of the Vista HRMS Analytics
module. It helps the City understand its current state and guide it into the future. Analytics helps
visualize useful patterns found in data, providing the City with the decision - making tools needed
to make the most of the City's human capital investments.
U. End -user Training
This training session is for additional primary users who may not have been part of the core
training, but nonetheless need training as to the functions they will routinely perform. In
addition, this end -user training reinforces what the Project Team previously learned earlier in the
project and is focused on the day - today tasks to be performed. Consultant gives organizations
the flexibility to develop end -user training plans that match their Project Teams specific roles
and needs. Proper training enables the Project Team to learn how to use Vista HRMS quickly,
become more productive and better leverage their collective expertise. Also this ensures
resources become self - sufficient In using Vista HRMS.
13. Readiness Assessment
The purpose of Readiness Assessment is to review the Project Plan and verify that all tasks have
been completed and accepted prior to Production/live cutover. The Consultant Project Manager
and the City's Project Lead, along with the Project Team, will identify any incomplete tasks and
prioritize their levels of importance prior to the anticipated go -live date.
Provided all tasks have been completed, a go -live production date will be established jointly by
Consultant and the City.
14. Parallel Processing
The Parallel Processing phase enables the Project Team to verify, at a detailed level, that the City's
business issues are addressed in a hands -on environment Consultant(s) will assist the City in
identifying and developing parallel processing procedures.
In addition, Consultant will review the test results with the City's Project Team to ensure the data
corresponds with the City's existing system. By the Parallel Processing phase, detailed HR, payroll
and Benefits testing should be complete. Parallel Processing consists of running 2 -3 full cycles using
Vista HRMS as configured for the City's use.
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Prior to the Parallel Processing phase, ACH tapes should be sent and verified and paychecks /advices
should be reviewed. This allows the payroll results to be reviewed and cleaned, if necessary. The full
cycle runs every pay frequency and all of the processes.
The Gty will be responsible for verifying expected results against actual results. Consultant will assist
where needed to ensure that a clean parallel is achieved.
15. Post Go -Live Absistance
Post Go-Live Assistance consists of the Consultant Project Manager working with the City's
Project Team to ensure overall data integrity and system verification and acceptance.
The Consultant Project Manager will observe the City's Project Team using Vesta HRMS in a live
production mode, as well as provide real -time feedback and technical support assistance, as
required.
16. Post Go-Live Transition to Customer Support
During the implementation phases City is supported directly by its Implementation team. In the
event that Consultant Customer Support Is needed, the implementation consultant will
coordinate the necessary resources to get the issue addressed. Once the implementation is
completed, City will be transitioned fully to the Consultant Customer Support team. This step in
the implementation will introduce you to the team and the processes surrounding
reporting/discussing/resolving issues through customer support.
10. Resource Ass umpObns
1, Project Teams
City Project Team
> Will be available to perform the outlined tasks within the time commitment established during
Project initiation.
Will be available to attend Vista HRMS software training(s) as applicable to their Internal job
responsibilities In order to ensure that the assigned individual is trained and ready to perform
Project tasks as scheduled. Schedule will be defined during Project Initiation.
City's Project Lead will be responsible for the following:
o Proactively disseminating project information to all stakeholders.
Consultant Project Team
a Consultant Project Manager will be responsible for the following:
o Coordinating the activities of the Vista HRMS Implementation project and acting as the
liaison between the Consultant Project Team and the City's Project Lead
o implementing the agreed -upon Action Plan to the established standards and deadlines
o Taking responsibility for the effective flow of information between Team members,
participants in Project activities, and the City
o Scheduling Consultant resources
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• Attending weekly meetings as mutually agreed to by the City's Project Lead and the
Consultant Project Manager
• Maintaining the overall Project Plan to ensure work is assigned and completed on time
and within budget
• Meeting weekly with the Project Team to review and adjust the Project Plan as
necessary
• Identifying, managing, and mitigating project risk
• Preparing weekly Status Report
z. Scope Impact
After the initiation of the project, changes to any of the following may also result in changes to
the project's scope, schedule, costs, fees, budget, and /or Project Team. This list is not meant to
be all- inclusive.
> Policies and procedures changes in any areas that materially affect or are materially affected by the
system
> New or changed benefit plans, which affect payroll processing
a New or changed legislative or compliance requirements
> Redirection of the City's business priorities
• Change to the technical environment by the City
• Staffing changes to the City's Project Team
>Third -party system changes that currently or in the future will interface either to or from Vista HRMS
> Changes or enhancements to the current systems by the City
> Changes or expansion of the Project's scope or assumptions by the City
> New acquisitions or divestitures by the City
11. Scope Management
The City Project Lead, together with the Consultant Project Manager will manage, document, and track
any changes to the Project Scope via a Change Management process.
> All Change Requests will be documented using the form attached hereto as Attachment A or on such
other form or by such other process as the parties may agree.
> Change Requests will be evaluated and assessed to determine the impact of the request on the
Project in terms of scope, additional time and effort, cost, etc.
Change Control Management
The Change Management process is fundamental to the successful delivery of the Project. This process
ensures that each change introduced to the Project environment is appropriately defined, evaluated,
and approved prior to implementation. Any modification to the services described in the Scope of Work
shall require a written amendment in accordance with Section 8.3 of the main Agreement.
or MMIC
Change Management will be introduced to this Project through the implementation of five key
processes:
1. A formal process for the submission and receipt of Change Requests
2. A formal process for the review and logging of Change Requests
3. A formal process for the determination of the feasibility of Change Requests
4. A formal process for the approval of Change Requests
5. A formal process for the implementation and closure of Change Requests
Change Control Sample Form
Estimate Number: for PDS Use
Business Area: HR%POEN /Other
Change Requester: Customer
Project Name: Vista HRUS implementation
Change Request Date.
Customer Project Lead:
Change Urgency: Define Timescale I PDS Project Manager:
r
Change Description:
Add a brief description of the project changes requested. This should include any changes to
resources, deliverables, timescales, and /or budgets. _
Business Process:
Business Impact:
List any business process that may
Describe the impact to the business if this change
necessitate this change.
is implemented (e.g. additional resources
required, reduce process efficiency,
- _
organizational structure changes required).
Change Benefits:
Change Costs:
Describe the financial and non financial
Describe the financial and nonfinancial costs
benefits associated with the implementation
associated with the implementation of this
' of this change (e.g. reduced transaction
change.
costs, improved performance, and enhanced
customer satisfaction). _ - _
-- -- -- - - -- -
Supporting Documentation:
Add any documentation references that may substantiate this change, including a PDS custom
specification
Customer Project Lead:
Date:
This document must be reviewed with the Consultant Project Manager to determine the impact and budget
considerations to the Project.
12. Read and Understood
City acknowledges that the City has read and understands this Statement of Work and agrees to be bound by its
contents as stated in the main agreement.
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THE PARTIES HEREBY AGREE TO THE FOREGOING CONDITIONS, AS EVIDENCED BY THEIR
SIGNATURES BELOW.
Personnel Data Systems, Inc. ( "Consultant')
$y' .� FC' -
Name:
Title: - / . Q.
Date: 2 o r
oMnA11c
City of South San Frandsoo( "City")
Name:
Tithe: 6o"
Date:
11•
Aoprovat# as to far =-►
Dats: � 3 r 1 )
By-
City Attorney
Exhibit A -1
SOFTWARE LICENSE AGREEMENT
LICENSEE -Cily of South San Francisco
ADDRESS 400 Grand Avenue
South San Francisco, CA
PERSONNEL DATA SYSTEMS, INC.
(hereinafter, "PDS')
470 Norristown Road, Suits 202
94080 Blue Bell, PA 19432
COMPUTER FACILITY
LOCATION 400 Grand Avenue, South San Francisco, CA 94080
Addendum "A" (PRICE QUOTATION) is attached to and made part of this agreement.
This agreement is incomplete and invalid without Addendum "A ".
Price quotation Salespers
expiration date: August 25,. 2016 on Dan Price
1. LICENSE GRANT
(a) PDS grants to Licensee, its subsidiaries and affiliates, a personal, perpetual, nontransferable and non-
exclusive license to use the System (identified as PDS Product(s) on Addendum A hereto) specified
herein and all Updates solely in the conduct of Licensee's internal business, Including but not limited to
processing its own data and the data of Its subsidiaries and affiliates, subject to the terms and
conditions hereinafter set forth. PDS further grants a nontransferable and non - exclusive license to use
EasyAsk® solely as embedded in the System subject to the terms and conditions hereinafter set forth.
Licensee may not use, copy modify or transfer the EasyAsk® Program except as expressly provided
by this License. Under current licensing requirements by SAP, the delivered Crystal Reports may be
accessed without payment of any fees to SAP by Licensee. In the event Licensee wishes to modify a
delivered report or create a new report, Licensee must purchase a current SAP license for its own use
(or have an existing license). For Version number, please see the current Vista Hardware/Software
Configuration document. Crystal Reports licensing requirements are subject to change by SAP.
Licensee is authorized to use the System only on those computer(s) operating system and RDSMS
designated In this License Agreement for its own internal data processing and computing needs and
for the maintaining and processing of a maximum number of active employee records as specified by
the Employee Population Code in Addendum A. Licensee may, upon notice to PDS, deploy the System
on different computers, operating system or RDBMS, as supported by PDS. Semi - annually from the
date of the License Agreement, upon request from PDS, Licensee shall certify In writing the then
current maximum number of Active employees (as defined In Section II, below) being maintained by
the System, for purposes of adjusting license and annual maintenance fees. Licensee may, solely to
enable it to utilize the System, install additional copies of the System for archival purposes, disaster
recovery, passive failover and the like and for testing new configurations. This Agreemenrs sole
function is to license the use of the System to Licensee and does not in any way whatsoever, impose
any implementation responsibilities upon PDS unless Addendum B (Professional Services Agreement)
is attached hereto and made a part hereof. Licensee hereby acknowledges that the success of any
project initiated in order to implement the System shall be the primary responsibility of Licensee.
(b) PDS shall deliver to Licensee the System In source and executable form on appropriate media or
electronically at the request of Licensee such that it will operate on Ucensee's network designated
herein. PDS shall Install the System on Licensee's computer and ensure that it is operating
successfully with PDS- supplied test data. Costs for such installation shall be specified In Addendum
"A" Directly following the installation PDS and Licensee shall conduct the standard PDS installation
acceptance test using a PDS - supplied demo test database on all Installed modules to insure that they
are operating properly on Ucensee's computer environment. An Installation Acceptance Form shall
be executed by Licensee to acknowledge acceptance of each module and /or report any substantial
error, defect or non - conformity. De minimus non - conformities, defects or errors shall not be cause for
non - acceptance.
(c) To insure proper Installation and Implementation of the System, Licensee shall provide adequate
access (direct and /or remote) to its computer, operating systems, network and any systems software
necessary for the services to be performed. It shall be solely Licensee's responsibility to Insure that
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any necessary third party software, including, but not limited to, Database Management Systems and
Windows development languages is licensed, installed and is operational. Licensee Is responsible to
insure that its configuration complies with PDS' Recommended Configuration. Licensee shall designate
and provide adequate access to competent Individual(s) that are knowledgeable of Licensee's
computing and database environments. Licensee acknowledges that the normal routine Database
maintenance, back -up procedures and other routine procedures to insure the Integrity of the Database
and System's software are the Licensee's total responsibility.
II. SYSTEM MAINTENANCE /SUPPORT
PDS shall provide, at no cost to Licensee, three (3) consecutive months of System maintenance and three (3)
consecutive months of System support from the date of Installation of the System. Maintenance shall consist of
updates, upgrades, enhancements and corrections (collectively, "Updates") that may or may not be necessary for the
System to continue to accomplish Its principal computing functions. Notwithstanding the foregoing, PDS may, from
time to time, make available applications which it has licensed from a third party developer. In such case, the
available applications shall be subject to additional license fees If Licensee elects to license such applications.
Addendum "A" identifies PDS' current Maintenance/Support features that may be modified from time to time;
however, in no event shall such processes be diminished in a material way. Licensee shall be responsible for the
actual installation /implementation of the Updates to its copy of the System. Such installation/implementation includes
the entry of the Updates to and any testing necessary to insure that the updates have been applied correctly.
Maintenance provided by PDS to Licensee under the terms of this License Agreement may not be distributed by
Licensee for use by third parties. Support shall consist of telephone access to the PDS Product Support Department
during normal business hours, emergency support 24 hours 7 days per week and, when appropriate, remote
diagnostics and problem resolution In conjunction with and by permission of Licensee. Subsequent to the three -
month period above, Licensee shall continue on support and maintenance on an annual basis at the rate as specified
in Addendum "A ". Annual Maintenance fees are subject to annual increases not to exceed five percent (5 %). In
addition to the aforementioned annual Increases, the Maintenance fee shall be subject to adjustment due to the
addition of any newly licensed modules or as a result of a change In Licensee's Active Employee Population category.
An Active employee Is defined as an employee receiving a paycheck through Vista HRMS (or In the absence of the
Payroll component, are full -time or part-time employees). COBRA participants, terminated employees, seasonal
employees and Retirees (whether receiving a pension check through payroll or not) although maintained In Vista
HRMS shall not be counted In the Employee Population category for licensing fees. However, under no circumstances
will the license and maintenance fees provided for herein exceed the not to exceed amount specified in Section 2 of
the main Agreement.
III. WARRANTY AND LIMITATION OF REMEDIES
PDS WARRANTS THE SYSTEM (INCLUDING UPDATES) TO PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE
THEN - CURRENT OPERATING DOCUMENTATION FOR THE SYSTEM (On -Une Help embedded In Vista as supplemented
by Training Documentation) provided that: (a) the Source Code is not modified, changed or altered by anyone other
than PDS, (or its agents , personnel or contractors), In a manner authorized by PDS In writing; (b) Licensee has not
permitted access to the System by third parties that have not been authorized by PDS or who have not executed a
non - disclosure agreement with Licensee; (c) Licensee has downloaded all applicable Updates; (d) the computer
equipment is in good operating order and is Installed in a suitable operating environment and is a hardware platform
supported by PDS with the PDS minimum required hardware configuration ( as modified from time to time) and
database and network software versions as certified by PDS; (e) any error or defect detected was not directly caused
by the misuse or abuse of the System by Licensee or its agents, employees or contractors; (f) Licensee promptly
notified PDS of the error or defect after It was discovered; (g) Licensee continues on Support and Maintenance in
accordance with Article 11, and (h) all undisputed fees due to PDS have been paid. PDS warrants that it is the owner of
the System and that it has the authority to enter Into this License Agreement and grant the licenses to Licensee
hereunder. PDS further warrants that the System will be free from viruses, disabling programming codes, instructions
or other contaminants. PDS does not warrant that the System will be uninterrupted or error free, or that all System
errors will be corrected. Neither PDS nor EasyAsk, Inc warrant that the functions contained in EasyAsk@ will meet
Licensee's requirements or that the operation of the Program will be uninterrupted or error free. EXCEPT AS SET
FORTH HEREIN OR IN THE MAINAGREEMENT, THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SYSTEM, OR ANY SERVICES OR GOODS PROVIDED BY PDS
TO LICENSEE IN CONNECTION WITH THE SYSTEM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABIL17Y OR FITNESS FOR PARTICULAR PURPOSE. Except for any errors that prevent the System from
performing the inquiry, data storage, update, exporting, reporting and processing functions described in this
Agreement and In any addenda and schedules attached hereto, PDS, acting reasonably, shall be the sole determinant
as to whether or not defects will be corrected and shall also determine the priority and method of the correction of
any such defects within the System. Licensee accepts sole responsibility for (a) the selection of the System to
achieve Licensee's Intended results, (b) its use, and (c) the results obtained therefrom. Except as set forth herein
Licensee's SOLE AND EXCLUSIVE REMEDY and PDS' only obligation under the aforesaid warranty is to, by any
reasonable means, cause the System to operate substantially in accordance with PDS' then - current operating
documentation (On -Line Help embedded in Vista as supplemented by Training Documentation). EXCEPT FOR PDS'
ommniC
LIABILITY PURSUANT TO ARTICLE VI and Section 5 of thr Main Agreement, HEREIN, IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, ORDINARY, PUNITIVE, EXEMPLARY, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING WITHOUT LIMITATION ECONOMIC LOSS, LOST
PROFITS, LOSS OF USE, LOSS OF USE OF PROFITS, REPROCUREMENT COSTS OR LOSS OF DAMAGED DATA
SUSTAINED BY LICENSEE AS A RESULT OF ANY BREACH OF THIS LICENSE AGREEMENT OR OTHERWISE ARISING
OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR THE SYSTEM, OR FOR ITS NEGLIGENCE OR GROSS
NEGLIGENCE, OR FOR ANY CLAIM MADE AGAINST LICENSEE BY OTHER PARTY EVEN IF SUCH PARTY HAS BEEN
ADVISED OF SUCH DAMAGES OR CLAIM OR POTENTIAL CLAIM.
The parties acknowledge and agree that the limited warranty, exclusive remedies and limited liability set forth in this
License Agreement are fundamental elements of the basis of the bargain between PDS and Licensee, and that PDS
would not be able to provide the software or services on an economic basis without such limitations.
IV. RESTRICTIONS ON USE
Licensee shall have a nontransferable and non - exclusive right to use the System only to process Its own data and the
data of its subsidiaries and affiliates. Licensee's continued right to the use of the System Is conditioned upon payment
of all undisputed fees, including annual maintenance /support fees by Licensee. Licensee may, at its option, replace
the Vista logo with its own logo, change background colors, etc. on the system screens provided It continues to
display the "Powered by PDS" logo_ Licensee shall not permit access to the System or Documentation by agents,
consultants or Independent contractors to Licensee who have not been authorized by PDS or who have not executed a
non - disclosure agreement with Licensee. Licensee shall notify PDS that it has so engaged a third party and that said
third party is authorized to act on behalf of Licensee regarding Support Issues.
V. PROTECTION AND SECURITY
(a) The System including, but not limited to, the "look and feel ", the display screen designs, menus,
report formats, information flow, presentation techniques, processing methods, input/output file
structure, navigation techniques and data access methods, and all portions and copies thereof
constitute a valuable asset and trade secret of PDS and are proprietary to PDS and title thereto
remains in PDS. Licensee shall not, except as otherwise permitted by this License Agreement, copy
(except in accordance with this License), sell, lease, transfer or reveal the System or its
documentation, support procedures and results of support procedures, or copies thereof to any third
party; provided, however, that Licensee may reveal or disclose the System to its agents, consultants
and advisors to the extent reasonably necessary In the conduct of Licensee's business. Licensee shall
use all reasonable efforts to prevent disclosure to any third party of the terms and conditions of the
Agreement and any Information related to the PDS System; Including but not limited to licensing costs
and payment terms and conditions, except to the extent such disclosure is required by law.
(b) During the Installation, Implementation and subsequent Maintenance and Support of the System, PDS
may obtain or be exposed to proprietary or Confidential Information of Licensee. Confidential
Information means any data or Information, whether expressly communicated as Confidential
Information or not, with respect to the business, operations, marketing, promotional material, website
development plans, financial status, or other non - public Information (current or past) of the Licensee,
which has been acquired or developed by the Licensee and Is not generally known by or legally
available to the public. PDS shall use all reasonable efforts to prevent disclosure of any such
Information to any third party, other than agents, consultants or advisors of PDS to whom disclosure Is
reasonably required in the conduct of PDS' business and who have signed a Confidentiality and Non -
Disclosure Agreement. This section shall survive termination for any reason.
(c) The obligations of Licensee under Section V (a) and of PDS under Section V (b) shall not apply to
information which is:
(i) known to such party prior to the receipt from the other party; or
(ii) generally known or available in the industry or to the general public through no act or fault of
such party; or
(iii) received In good faith from a third party which has no obligation of confidentiality with respect
to such information; or
(fv) required to be disclosed by applicable law, by order of court or the rules, regulations, or order
of any governmental agency provided that that disclosing party will promptly notify the other
party of the requirement so as to permit that party an adequate amount of time to contest
such requirement before disclosure.
VI. PAYMENT
(a) In consideration of the grant of the License herein, Licensee shall pay that percentage of the PDS
Products noted In the "Amount Due at signing" on Addendum A upon execution of this Agreement and
the remaining percentage of the PDS Products upon Installation of the System. However, under no
circumstances will payments provided for herein exceed the not to exceed amount specified in Section
2 of the main Agreement.
0 H1 MniL
(b) In addition, Licensee shall reimburse PDS its actual travel and lodging expenses plus a per diem for
meats and incidentals in accordance with GSA federal guidelines as incurred by PDS in furtherance of
its performance hereunder. Air travel shall be by coach class and lodging shall be in accordance with
PDS' travel policy or at a hotel(s) designated by Licensee which shall be similar In class to Holiday Inn
or a mid - priced extended stay property. However, under no circumstances will payments provided for
herein exceed the not to exceed amount specified in Section 2 of the main Agreement.
(c) The price and all other amounts due under this License Agreement shall be paid in U.S. dollars and
may include any sales or use taxes, duties, licenses, or similar assessments based on the applicable
tax law for the jurisdiction in which the services or software are supplied, as amended from time to
time, all of which are the sole liability of and shall be paid solely by Licensee. Notwithstanding
anything to the contrary, no payment for licensing shall be withheld for reasons beyond the control of
PDS or for Licensee's inabillty to comply with its obligations herein. The License fee for use of the
System is to be paid independent of any custom programming, and shall not be contingent upon the
success of any services provided by PDS. During the term of this Agreement the right of offset for
claims arising out of any transaction shall be limited to the specific receivable created by said
transaction. If any undisputed payment (including services or maintenance/support payment)
provided for herein, including any Addendums hereto, or in any other Agreement with PDS, shall
remain unpaid for forty -five (45) days following invoicing, and upon written notice and twenty (20)
days opportunity to cure, Licensee shall be deemed in default of this License Agreement, and said
License shall be terminated. In addition, any outstanding invoices plus work In progress to be billed
shall then be due and owing. Upon written notification of said termination, Licensee agrees to return
to PDS or destroy at Licensee's discretion and certification thereof, the System, ail related materials
and forthwith remit all outstanding balances.
VII. INDEMNIFICATION
PDS warrants that it has title to the System and agrees to defend (with counsel acceptable to City, with such
approval not unreasonably withheld), and hold harmless Licensee, its affiliates and their directors, partners,
associates, employees, successors and assigns from and against any claim, suit, demand, or action alleging
that the System and /or Services or any component thereof infringes, misappropriates or violates a copyright,
trade secret, trademark, patent or any other proprietary right of any third party, or violates any applicable
law, rule or regulation and PDS shall indemnify Licensee against all costs, expenses, and damages arising
from any such claim, suit, demand, or action; provided that (1) Licensee shall have given PDS prompt written
notice of such claim, suit, demand, or action; (2) Licensee shall participate and cooperate with PDS In the
defense and settlement thereof; and (3) PDS shall have control of the defense of such claim, suit, demand, or
action and the settlement or compromise thereof. In the defense or settlement of such claims PDS shall, in its
reasonable judgment and at Its option and expense: (1) obtain for Licensee the right to use the System and /or
Services, (11) replace or modify the System and /or Services so that it becomes non - infringing while giving
equivalent performance. In the event that Licensee's personnel are required to assist PDS in any such claim,
PDS will reimburse Licensee for any costs, Including time spent by Licensee's personnel. The rights and
obligations contained In this Article shall survive the termination of this Agreement.
IX. NOTICES
Any and all written notices between PDS and Licensee with reference to this License Agreement shall be
sufficiently effective upon receipt if sent by registered or certified mail or overnight delivery service to the
respective address, subject to change upon written notice, of the party as follows:
In the case of PDS: In the case of Licensee:
Charles ]efferles
PDS
470 Norristown Rd., Suite 202
Blue Bell, PA 19422
LaTanya Bellow
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94083
X. PUBLICATION: Licensee consents to publication of its name and logo by PDS in a factual listing of PDS'
customers within presentations, on tradeshow signs and on its website. PDS shall seek Licensee's prior written
authorization for any other use of Licensee's name or logos.
XI. MISCELLANEOUS
(a) This License Agreement, along with main Agreement that it is attached to, including the Statement of Work
and the attachments hereto, constitutes the complete agreement between the parties and supersedes all
previous communications, representations or agreements, either written or oral with respect to the subject
matter hereof. In the event of a conflict between this License Agreement and the main Agreement, the main
Agreement shall govern. No modification or amendment of this License will be binding on either party unless
acknowledged In writing by their duly authorized representatives.
ommnlc
(b) If any provision of this License Agreement or any portion thereof Is declared invalid, the remaining provisions
shall nevertheless remain in full force and effect.
(c) Licensee shall have sole responsibility and liability with respect to the propriety, confidentiality, and use of the
data maintained by the System.
(d) Failure of either party to assert any of Its rights on any one occasion under this License Agreement shall In no
way be construed as a waiver of such rights on any other occasion nor shall a waiver of any right of either
party constitute or be deemed a waiver of any other right.
(e) The headings used in this License Agreement are included for reference only and shall not affect the meaning
or interpretation of this License Agreement.
(f) Licensee agrees that all training and procedural materials developed by PDS, In conjunction with the
Installation of System for use by Licensee, shall be the property of PDS, subject to the right to reproduce for
Licensee's Internal use. Licensee further agrees that additions and supplements to System, which may be
developed for Licensee through the reimbursed or non - reimbursed efforts of PDS employees or Its agents,
whether or not in conjunction with Licensee's employees or agents, shall be the exclusive property of PDS.
(g) PDS and Licensee agree that without the written consent of the other party, it shall not make an offer of
employment to any employee of the other until one (1) year after the termination of employment, provided,
however, that such restriction shall not apply to employees of PDS and Licensee who were not involved in any
material aspect of the transaction covered by this Agreement.
(h) Except for actions for non- payment or breach of the PDS proprietary rights in the software, no action or claim,
regardless of form, whether In contract or in tort, Including negligence, or otherwise arising out of or in
connection with this License Agreement, may be brought by either party after a period of one year following
the later of: 1) the date that the cause of action did arise or Is alleged to have arisen; or 2) the date on which
a party did learn or reasonably should have learned of the existence of such action or claim.
(I) No purchase order or other ordering document that purports to modify or supplement this License Agreement
or any Addenda or Amendment shall add to or vary the terms of this License Agreement, and all such
proposed variations or additions (whether submitted by PDS or Licensee) are objected to and deemed material
unless agreed to In writing by both parties to this License Agreement.
(j) This License Agreement may be executed in any number of counterparts and all such counterparts shall be
deemed to constitute a single License Agreement notwithstanding that all parties are not signatories to the
some counterpart. A facsimile transmission or PDF between Licensee and PDS shall constitute a substitute
original and thus a counterpart and shall be valid and binding for any and all purposes.
(k) Delivery of an executed counterpart of this License Agreement may be made by electronic transmission.
Any such counterpart or signature page sent by electronic transmission shall be deemed to be a written and
signed original for all purposes, and a copy of this Agreement containing a signature page that has been
delivered by electronic transmission shall constitute an enforceable original document. As used In this License
Agreement, the term 'electronic transmission" means and refers to any form of communication not directly
Involving the physical transmission of paper that creates a record that may be retained, retrieved and
reviewed by a recipient of the communication, and that may be directly.
PDS LICENSEE
Name Signed -GAm., Name Signed
Name Printed B1404O Mr— Name Printed
Title /J . Date i) o Title Date t
AO, provad as to 10M-k
Dais: 3 r ) AMT:
D LEitK
By:
�tv Attorney
onrrn.t
SOFTWARE LICENSE AGREEMENT
ADDENDUM A
Quotation Date: luly 20, 2015 _ Quotation Expiration Date: must 25, 2016
Client Name: Chy of South San Francisco Sales Person: Dan Price
Address: 400 Grand Avenue Soud? San Francisco
C its►
State /Zip Code: California /94080 Employee Count /Pop Code: 900/4
This Addendum is attached to and made part of the Software License Agreement between City of South San
Francisco (hereinafter Customer) and Personnel Data Systems, Inc. (hereinafter PDS), of even date herewith.
PDS Product(s)
No, of
Users
STANDARD VISTA CONFIGURATION:
Payroll, HR, Benefits, Recruiting, Self -
Service, eAssistant and EasyAskr Unlimited
Vista Analytics Unlimited
Discounted:
List Price
$107,400.00
Included
Total PDS Software*
PDS Professfanal Services*
* As detailed in the Statement of Work and /or Professional Services Work Order Form
Total PDS Products and Professional Services;
Total Cost
$107,400.00
Included
($16,110.00)
$91,290.00 _
$133,20D.00
$224,490.00
Vista Times Im laments_ lion Set�►ices ** 14 250.00
** As provided by nettime solutions LLC
Recurring Vista Times- Service Fees
Vista Time Service (Powered by nettime solutions)
Includes: Points /Occurrences Tracking, ACA, Forecasting,
FMLA, Budgeting, and Mobile (PEPM) _
Time Clocks /Model
NETOne Blometric/ with Proximity Reader
Time Clocks /Maintenance
Annual Hardware Maintenance
Time Cards
Proximity Badges
PEPM Fee
$4.50 per employee
Number /Cost
TBD /$2,800.00
Number /Cost
TBD
Number /Cost
TBD/ $8.00 per
AMOUNT DUE at signing:(90% of PDS Proiucte +50% Vista Time implementation)
Annual Maintenance /Support Start Date: I
Starts
from 13 month
from installation
onnni t
Initial Annual Cost; II
Monthly Cost
$4,050.00
One -Time Cost
TBD
Annual Cost
Tea
One -Time Cost
TBD
$139,28i3.i?0
$18,258.00
ADDENDUM "A"' (Continued)
SYSTEM MAINTENANCE /SUPPORT CONSISTS OF THE FOLLOWING:
• Easily downloadable software upgrades for all major and minor releases
Unlimited telephone and email access to our support staff
• 24x7 emergency response
Toll -Free Service Calls
• Downloadable Tax Compliance Updates
Downloadable system enhancements and updates
• End -of- quarter support
• Year -end support
• Unrestricted Web access
• Online Support Issue tracking access
• PDS Technical dial -In using VPN, GoToMeeting, and GOToAsslst
• User Group membership
• Links to Canadian and U.S. Government Web Sites
• Access to technical white papers
• Periodic newsletters and special offers
VISTA TIME SUPPORT IS PROVIDED BY nettime solutions, LLC
STANDARD VISTA CONFIGURATION: Payroll, HR, Benefits, Recruiting, Self- Service, eAssistant and EasyAsk®
OPTIONAL COMPONENTS /SERVICES:
Payroll interface - A component that allows output to be created from the HR and Benefit Components (single
direction) that can be used to add to and update employee Information In a third party payroll system. For payroll
systems other than Cerid[an, this module mrmt be custom Rtted'to the third party payroll system and shall be done
by PDS Professional Services.
Tax f=iling - Provides -an interface from PDS' Payroll tax calculations to PDS' Tax Service Partner. A separate
Agreement is required with the Partner.
Vista Time* - Time & Labor Management application. Accessible only as a SaaS service using the Internet at the
PEPM rate noted. Functionality includes core Time & Labor Management plus Accruals, Alerts and Ad -Hoc Reporting.
Optional functionality available within Vista Time Includes the Mobile, Occurrences (points) and Affordabte care Act
(ACA) modules.
Vista Anaiytics - A configurable toolset that allows you create, manage, display, and analyze statistics and other
metrics, as well as KPIs, for your HR, Benefits, Payroll, Recruiting, and other information. Pre - defined analytics and
KPIs are delivered as part of the toolset, along with the tools for you to create an unlimited number of your own.
Other features include: automatic calculation, storage, and alerts relating to KPIs; drill -down functionality when
viewing Analytics; Inclusion of Anaiytics in Vista HRMS dashboard pages; and security by user and Analytic.
Employee Population Cods (Active employee count - Determined by Status Code of "Active" in employee
raww"Ane
1 = Ito 250
5 = 1,001 to 1,500
9 - 5 001 to 7,500
13 = 20 Q01 to 40 000
2 - 251 to 500
6 - 1,501 to 2,500
10 - 7,501 to 10,000
14 - 40,001 to 70,000
3 =501 to 750
7 =2501to3500
11- 10,001 to 15,000
15 -70001 to 100,000
4 = 751 to 1,000
8 = 3,501 to 5,000
12 = 15,001 to 20 000
16 - 100,000+
• NOTE - The following software Is required but not supplied by PDS - Relational Database Management System
(Microsoft SQLServer or Oracle NT or Unix.
Crystal Reports - Under current licensing requirements by SAP, the delivered Crystal Reports may be accessed
without payment of any fees to SAP by Licensee. In the event Licensee wished to modify a delivered report or create a
new report, Licensee must purchase a current SAP license for Its own use. For Version number, please see the
current Vista Hardware/Software Configuration document. Crystal Reports licensing requirements are subject to
change by SAP.
PDS` OVc t0 fQ of South SiA Francisco
Initials: �y Bate: 31 ! Initials:
By. A
oa,rn��c Uty attorney D C1TYCLERK
Exhibit A -2
ADDENDUM C
Vista Timee Application
This Addendum C Is attached to and made part of the Software License Agreement between Personnel
Data Systems, Inc. (hereinafter PDS) and City of South San Francisco, (hereinafter LICENSEE),
dated August 15, 2016
PDS hereby grants to Licensee a limited, personal, non - commercial, non - exclusive, non- subiieensable,
non - transferable, non-assignable license to access and use Vista Time®, a Web -based time and
attendance application (the "Application') hosted and operated by nettime solutions, LLC ( "nettime"),
solely for its own internal business purposes to track the time and attendance of its employees and to
utilize the other functionality provided by the Application via the designated Website (the 'Licensed
Rights') for the per employee per month (PEPM) fees set forth on Addendum A or Amended Addedum
A. Employees subject to the PEPM fees are those employees with a status of Active in Vista Time (e.g.
employees with time card required, managers who approve time cards, those that run reports from
the Application or who are assigned an accrual policy In Vista Time) and who are not on a terminated
or inactive status.
PEPM fees will be billed monthly at such time as Licensee's employees use the Application to enter
time In a Production mode, In arrears, and are due within thirty (30) days of billing.
Licensee shall ensure that passwords associated with Website user accounts remain confidential and
secure, and will report any compromise of passwords as soon as possible. In addition, if Licensee is
granted the ability to create user accounts directly, Licensee will use the administrative functions
within the Website to disable the user accounts in question,
Provided that Licensee is not in breach of this Agreement, Licensee will be provided telephone support
and email assistance from 9:00 AM —7:00 P.M. Eastern Time, Monday through Friday excluding
holidays. Vista Time support Includes the following:
• Unrestricted Web access
• On -line Help
• On -line Suggestion Sox
• On -line Videos
• On -line Issues Reporting
• User Group membership
• Monthly newsletters
nettime will monitor and maintain the host servers of the Website to ensure connectivity, availability
and operation of the Application, and will use commercially reasonable efforts to minimize any
disruption, inaccesslbllity or inoperability of the Application. Notwithstanding the foregoing, nettime
and PDS expressly disclaim any representation or warranty that the Website or the Application, or any
part of either, will be error free or will be uninterrupted.
Licensee understands and acknowledges that, from time to time, the Website may be inaccessible or
Inoperable as a result of upgrades, modifications, or server maintenance. nettime will, whenever
reasonably practicable, schedule downtime so as to minimize inaccessibility to the Website _Further,
Licensee understands and acknowledges that, from time to time, the Website may be inaccessible or
Inoperable for various unforeseen reasons, including equipment malfunctions or causes beyond PDS'
and netUme's control (e.g. Interruption or failure of telecommunication or digital transmission links,
hostile network attacks, network congestion or other failures, etc.).
Schedule 1 defining the Service Levels is attached hereto and made a part hereof to this Addendum C.
All data input via the Application by Licensee and generated via the Application (collectively, "Licensee
Data') shall remain, as between PDS, Licensee and nettime, the exclusive property of Licensee.
Licensee may obtain Licensee Data solely through the use of the data export functionality provided on
the Website. PDS and nettime may retain an archival copy of all Licensee Data for the purposes of (1)
defending any claim that it did not perform any of Its obligations under this Agreement, (ii) defending
any claim that it violated any applicable law, and (iii) complying with any applicable law,. nettime
shall own any deldentiiied aggregated data generated by or for nettime from the Ucensee Data, and
may use such data In any manner not prohibited by law. nettime does not receive the employee's
social security or social insurance number.
PDS and nettime may obtain or be exposed to proprietary or Confidential Information of Ucensee.
Confidential information means any data or information, whether expressly communicated as
Confidential Information or not, with respect to the business, operations, marketing, promotional
material, website development plans, financial status, or other non - public information (current or
past) of the Licensee, which has been acquired or developed by the Licensee and is not generally
known by or legally available to the public. PDS and nettime shall use all reasonable efforts to prevent
disclosure of any such information to any third party, other than agents, consultants or advisors of
PDS and Nettime to whom disclosure Is reasonably required in the conduct of PDS' and nettime's
business and who have signed a Confidentiality and Non- Disclosure Agreement. This section shall
survive termination for any reason.
nettime will maintain independent archival and limited -time backup copies of the Website and
Licensee Data. nettime will maintain a backup of the Ucensee Data for one calendar year following
the end of the calendar year In which the Licensee Data was created. Notwithstanding the foregoing,
Licensee has access to its data through the use of the data export functionality provided on the
Website to download its data to another database, data warehouse or the like at any time.
PDS and nettime expressly disclaim any representation or warranty that Licensee's use of and access
to the Website or use of the Application, including without limitation the transfer and storage of
Licensee Data, will comply with any laws, rules or regulations applicable to Licensee or ensure
License's compliance with any laws, rules or regulations.
Licensee acknowledges and agrees that the Licensed Rights do not grant to Licensee any title or right
of ownership in or to the Website or the Application, or any related software application or component
thereof, or to any associated materials or Intellectual property, or in or to any enhancements,
modifications or Improvements of any of the foregoing. nettime shall have and retain sole ownership
of the Application and the WebsRe and any and all nettime trademarks and trade names, Including all
related goodwill. Ucensee shall not retrieve or alter any of nettime proprietary or copyright notices,
trademarks or logos. Licensee shall not, at any time, take or cause any action, which would be
Inconsistent with or tend to impair the rights of Nettime or its affiliates.
Although Vista HRMS Is a perpetual license, the use of the Vista Time is a subscription. The Initial
minimum term is thirty -six (36) months.
In addition to such other rights and remedies as may be available in law or in equity, should either
party commit a material breach of its obligations regarding the Application, the non - breaching party
may terminate the use of the Application by giving ten (10) days written notice to the breaching party.
Use thereof or the obligation to provide access will terminate on the tenth (10"') day following delivery
of notice unless the breaching party has cured the breach to the reasonable satisfaction of the non-
breaching party on or before the end of the ten (10) day period.
Upon termination of the use of the Application for any reason: (1) Licensee shall promptly pay any
then outstanding and unpaid amounts owed; (id) Licensee shall immediately cease all use of the
Website and the Application and return or purge any and all components thereof, including returning
or destroying or causing to be destroyed any and all copies of any documentation, notes and other
materials comprising or regarding the Application; (iii) Licensee will Immediately cease to hold itself
out as a user of the Application or any Nettime services; and (Iv) Nettime will terminate access to the
Website and the Application.
Licensee shall not, and shall not attempt to, and shall ensure that Its employees, agents, and
representatives do not, and do not attempt to (1) modify, adapt, alter, translate, copy, perform or
display (publicly or otherwise) or create derivative works of the Application, (11) modify or alter, or
attempt to modify or alter, the Website, or (iii) frame, or create links to any page other than the
homepage of the Website without the prior written consent of PDS.
If PDS purchases hardware on behalf of Licensee directly from nettime for use In conjunction with the
Licensed Rights (the "Hardware"), the following pass - through warranty provisions from nettime apply:
nettime warrants to Licensee that Hardware shall be free from defects in workmanship and
material for a period of ninety (90) days after delivery of the Hardware (the "Warranty
Period').
nettime's warranty does not extend to (1) any damage or loss due to misuse, accident,
disaster, abuse, neglect, normal wear, or damage or loss due to work not performed by
nettime or its contractors, (ii) Hardware that was improperly stoned, maintained, assembled or
Installed, or (Ili) Hardware that has been repaired or altered by PDS, Licensee or a third party
without Nettime's prior written approval.
NETTIME'S OBLIGATION AND LICENSEE'S EXCLUSIVE REMEDY UNDER THIS WARRANTY
SHALL BE LIMITED TO REPAIR OR REPLACEMENT BY NETTIME AT ITS COST OF HARDWARE
THAT PROVES DEFECTIVE WITHIN THE WARRANTY PERIOD OR, AT NETTIME'S DISCRETION, A
REFUND OF THE PURCHASE PRICE OF SUCH DEFECTIVE HARDWARE. REPLACEMENT
HARDWARE MAY BE NEW OR REFURBISHED AND IS WARRANTED ONLY FOR THE REMAINING
WARRANTY PERIOD OF THE ORIGINAL HARDWARE.
nettime grants to Licensee a limited, personal, non - commercial, non - exclusive, non-
sublicensable, nontransferable, non - assignable license to access and use the Nettime
software embedded in and Integrated with the Hardware (the "Time Clods Software') solely for
Its own internal business purposes to track the time and attendance of its employees and to
utilize the other functionality provided by the Application via the Website. The term
Application will be deemed to include the Time Clock Software.
If PDS purchases Hardware support and maintenance on behalf of Licensee, the following pass - through
warranty provisions from nettime apply:
Payment for Hardware support and maintenance is payable on a yearly basis, in advance, upon
receipt of invoice. If Licensee purchases additional Hardware and elects to receive Hardware
support and maintenance, Licensee will pay PDS at the then - current Hardware support and
maintenance prices
Upon .payment of the Hardware support and maintenance fee, the Warranty Period will be
extended for a period of one -year from the date of payment.
Provided that Licensee is current in its payment of Licensee's Hardware support and
maintenance fees, nettime shall provide limited, direct telephone support and assistance to
Licensee relating to operation of and troubleshooting errors with the Hardware from 9:00 A.M.
- 7:00 P.M. ET Monday through Friday excluding holidays. If Licensee does not purchase
Hardware support and maintenance, nettime will provide technical support only, by phone, at
a cost of $225.00 per hour (with a one hour minimum).
Provided that PDS Is current in Its payment of Licensee's Hardware support and maintenance
fees, and has continuously maintained Hardware support from the date of purchase of the
Hardware, Hardware maintenance will include repair or replacement of Hardware during the
extended Warranty Period in accordance with the Repair or Replacement provisions below,
except as otherwise described in Schedule A -1, Specific Hardware Support Policies.
Ree aIr or Replacement. During the Warranty Period, or any extended Warranty Period,
Licensee shall give nettime, within ten (10) days of the discovery of any warranty claim,
written notice of the claimed defect and satisfactory proof thereof. A new or refurbished dock
will be shipped to Ucensee the same business day a Defect is reported to nettime If the Defect
is reported before 2:30 p.m. Arizona time, and the following business day If reported after
2:30 p.m. ET. The replacement clock will be shipped overnight delivery for next day arrival.
nettime will provide a prepaid FedEx label and shipping box with the replacement clock.
Licensee must promptly return: the defective clock In the shipping box provided using the
prepaid FedEx label. Upon receipt of the defective clock, nettime will Inspect and determine if
the Defect is covered by the Warranty. If the Defect is determined to be caused by an event or
action not covered by the Warranty, or it Is determined that there is no Defect, Nettime may
charge the Licensee for repair or replacement amounts up to and Including the full dock
replacement value. If the defective clock is not received by nettime within 10 bus@ness days
from the ship date of the replacement dock Licensee will be charged the amount of the
original clock purchase price. The foregoing applies only to NETrOne Time Clocks and no
other hardware.
This Addendum does not create a contractual relationship between Ucansee and nettime.
NOTW MVANDING, NETTIME'S TOTAL ACCUMULATED LIABILITY TO THE LICENSEE OR TO ANY
THIRD PARTY FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES WHETHER IN STRICT LIABILITY,
NEGLIGENCE, CONTRACT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S
USE OF THE APPLICATION AND THE WESSITE, SHALL BE LIMITED TO THE GREATER OF (I) FIVE
THOUSAND DOLLARS ( #5,000), OR (13) THE AGGREGATE FEES PAID BY POS TO NETTIME FOR
LICENSEE'S USE OF THE APPLICATION AND THE WESSITE DURING THE TWELVE -MONTH PERIOD
PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT GIVING RISE TO A CLAIM.
NETTIME SHALL NOT BE LIABLE TO LICENSEE FOR ANY LOST PROFITS, CONSEQUENTIAL,
INCIDENTAL, SPECIAL, PUNITIVE AND /OR CONTINGENT DAMAGES WHATSOEVER, EVEN IF NETTIME
KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
PDS
Initials:
Date: s
LICENSEE
Initials: ��•
Date:
Ott
A W.
DEP
App
rovad 41CIa to fcrl;�
1 < <P
BY: -
city Attorney
OPDS 0
Schedule 1
Service Levels
1. System Availability Service Levels and Service Level Credits
a. The Uptime Percentage for the Application in any calendar month shall not be less
than ninety-nine and five - tenths percent (99.596).
b. "Uptime Percentage" is defined as the percentage of time the Application is Available
during any one Calendar Month on a 24 hour per day, 7 day per week basis. "Calendar
Month" (Measurement Period) means, for the Application, the monthly time period
beginning at 12:00 am US Central Time on the first day of the calendar month following
Licensee's Production use of the Application during the Term, and ending at 11:59 pm
Central Time on the last day of each such calendar month. " Avallable" means, with
respect to a particular Application Service, the periods that Licensee can access all
portions of such Application outside of Scheduled Maintenance, Special Maintenance
periods, Force Majeure events or outages caused by third -party "outside services"
including outages caused by the Licensee's system being unavailable.
2. Maintenance Periods
a. Scheduled Maintenance and Special Maintenance will be conducted afterhours.
b. "Scheduled Maintenance" means a period during which service availability of the
Application may be suspended, in whole or in part, in order to carry out maintenance
activities, and is regularly scheduled on alternating Wednesdays at 11 p.m. Arizona
time.
c. "Special Maintenance" means a period during which service availability of the
Application may be suspended, In whole or In part, in order to address an issue which
merits immediate attention in the Interest of Application security or other performance
issues which may impact several PDS and /or nettime solutions customers. Notice of
such Special Maintenance shall be provided to Licensee by email or telephone, as soon
as practical In advance of any period of Special Maintenance.
3. Service Level Credits and Termination
a. In the event that the Uptime Percentage in a Calendar Month falls below 99.5% for
the Application licensee shall be entitled to a credit against that month's Services Fees
equal to twenty -five percent (25%) of the fees for that month.
b. If the Uptime Percentage for an Application Service falls below 99.5% for more than
two sequential calendar months over a 12 -month period ("Extended Downtime"), then
Licensee shall have the right, upon notice to PDS, to terminate the Application Service
that is the subject of the Extended Downtime.
PDS LICENSEE
By �C�o � tf -rat+ -gr BY: GG
Dates. &/1-2 ADD rove aDdWOr".1 - r
A
By: DEP CLERK
City Attorney
PDSxx -1 OP 10: DP
CERTIFICATE OF LIABILITY INSURANCE DATE 1 6 _
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy((es) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsemenosl.
PRODUCER NAIVE: T Collegeville Financial Group
Collegeville Insurance Group PHDNE 610.454.0300 ijue, Net: 610.489.7133
i1 Weaf Mf,in Rlront urr. r,. ■waI•
Donna Pearson
INSU AFFORDWG COVERAGE NAIL 1
INSURER A. Travelers P Cas Co of Am 23674 _
INSURED Personnel Data Systems Inc INSURER B: The Travelers Ind Cc of CT 25682
DBA: PDS
470 Norristown Rd., Suite 202 n+_sUNERC:
Blue Bell, PA 19422 -2320 INSUREERD:
MISURER E
- NSURERF: -
CAVFRAP.FR CERTIFICATE NUMBER! REVISION NUMBER_
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY
THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
R ' TYPE OF INSURANCE — CB I- POLICY NUMBER
LTR
.
! 1;A1a t m"ONM LIMITS
A X COMMERCIAL GENERAL LIABILITY 1 !`!
6LPIIRI10411515
m{{ OCCURRENCE s
1,000,00
CLAI�IADE X OCCUR
11/0V201511110112016 Eaacwnenca s
500,001
500,00
__ !
; MED EXP (Any ens Person) i f
10,00
PERSauLaADV INJURY S
11000.00
iGEM AGGREGATE LIMB APPLIES PER; i
GENERAL AGGREGATE $
2.000,00
POLICY ❑ JJEC 7 LOC
I1 PRODUCTS - COMPMPAGG S
2,000,00
aTHER
r I Amp Son. s
1,000,00
AUTOMOeILE LIABILITY
! ! [� a N IS
1,000,00
A ANY ADO i
�����jjj
BA0294P855
1 11101120151 11101/2016 BODILY INJURY (Per person) S
ALLOWNFO SCHEDULED
9001LYR1MIRY(PuocditA) f
AUTOS A; NEO I
X X
..MOPERTY DAMAGE i S
HIRED AUTOS .. AUTOS I
IPer IFpq�rry)
I
1 f
X
UMBRELLA LIAO X OCCUR
EACH OCCURRENCE f
5,000,00
A
_
EXCESS LIAR cwMSMADE
E
�1PlIRI11691515
111011201511IM120161 AGGREGATE f
5.000.00
1
I
- --
-
DED I X Row4mms 10000
WOWERS COMPENSATION
AND EMPLOYERS` LIABILITY Y f N I
B HTUB760IC48815
x STATUTE ER
1110102015 11101120161 ;S
11000,00
ANY PROPRIETORMARTNEREfECUT1VE
❑INlA
EL.EACHACCIDENT
OFFICERNA MSEREXCLUDED?
(Mandah" In NH)
E.L. DISEASE EA EMPLOYEE 5
1100010
, SC RI OF� OPERATIONS beWv k
E.L. DISEASE: - POLICYUmrr 1 S
11000,00
A cyber liability- L31M44622
1110112015 11/01/2016
Limit
2,000,00
Profeaalonal$ Ed.OJprovzd
Ag t0 form
10,0
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101. AdManal Romuka Sche". may ba xucw If moo !Pace is rr �f r
The City of South San Francisco and its ofiicers,empployess,agents and
volunteers are named as Additional Insureds as their Interest mayy appear.
"City,
LI Ci t::
of South San Francisco as an additional Insured, may E. �Te SIR on
behaff of the named Insured.". Coverage is primary and non-uontributory
Liability.
and
By
a Waiver of Subrogation applies to
_
City Attorney
CITY0.3
City of South San Francisco
400 Grand Avenue
San Francisco, CA 94080
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Donna Pearson
01988.2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
Form W"'9 Request for Taxpayer
Mw, December 2014) Identification Number and Certification
Depertmerx of the Traaztxy
Internal Revenue Soxvrce
1 Name (as shown on your income tax return). Name Is required on this [he; oo not leave this line blank.
Personnel Data Systems, Inc.
tv 2 Business name/dlaregarded entity name, If different from above
m
3 Check appropriate box for fed" tax classification; check army one of the following seven boxes:
❑ it d oduallswe proprietor or E] C Corporation 0 S Corporation ❑ partnership ❑ Trust/estate
C singte- member LLC
y .2 ❑ Llmlted liability company. Enter the tax classification (CuO corporation, S=S corporation, P =partnership) ►
p Nate. For a single member LLC that is disregarded. do not Ctlacic LLC: check the appropriate tux in the line above for
the tax ciassificaflon of the single- member owner.
❑ tither (see instructlons) 0-
!ff 6 Address (number, sheet. and apt. or suite no.) Requester's name
470 Norristown Road, Suite 202
ma 6 City, state, and ZiP coda
0 J Blue Bell, PA 19422
7 LIst aoxount numbers) here (optianaM1 —
Give Form to the
requester. Do not
send to the IRS.
4 Exemptions (codes apply orgy to
i certain entities, not individuals; see
j instructions on cage 3):
Exempt payee code (I arty)
Exemption from FATCA reporting
code (if any)
Mppra+ U8.1
Enter your TIN In the appropriate box The TiN provided must match the name given on line 1 to avoid I Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, fora FM-M-FFM
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer Identification number (EIN). If you do not have a number, see flow to get
77N on page 3. or
Note. If the account is In more than one name, see the Instructions for One / and the chart on page 4 for limployar identi ication number
guidelines on whose number to enter.
3 - 1 9 2 5 7 7 0
L2
Certification -
Under penalties of perjury, I certify that:
1. The number shown on the form is my correct taxpayer Identification number (or i am waiting for a number to be Issued to me); and
2, 1 am not subject to backup withholding because: (a) I am exempt frorn backup withholding, or ('b)1 have not been notified by the internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. cit zen or other U.S. person (defined below); and
4. The FATCA codes) entered on this form Of any) indicating that i am exempt from FATCA reporting Is correct.
Centificatlon Instructions. You must cross out item 2 above R you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all Interest and dividends on your tax return. For real estate transactions, Ram 2 does not apply. For mortgage
interest paid, acquisition or abandoniment of secured property, cancellation of debt, contributions to an Individual retiremerit arrangement ORA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 3.
Hart ttsf uaparAanA' ��
Hem ► Donna Clendan +el $/17/2416
_
General instructions
Section raropo ess am to the lntemai Ravertue Code unless othenvt9e rioted.
Future devvfopmerAs. Information aboutdavelopmerits affecting Form W -9 touch
as feglslation enacted attar we release IQ Is at WWW -fro 9QVh -
Purpose of Form
Art Individual or entity (Form W -9 requester} who is required to i% an Information
return with the IRS must obtain your correct sex identification number (TIN)
Whichfraybe yaw ao cation =*nMrribw�IrrrltWidttar#Axlxj orMotW(kation
rKrmhor pTfl+q, adbptbn fi%payor tdnMMioettdt slumber N1Tplj. � ampisya►
lttentiffacllon fafrrtgSar�Nj, ht repnrt'an an Wormsilino retwn iho amowlt paid to
you, or other amount reportable on an Information return. Exatrpfas of information
raturia include, but are not limited to, the following:
• Form 1099 -INT Onteroct earned or paid)
• Form 10WCHV (dhrkiands, including those from slorks or imutugi Sunda)
• Form 1099 -Miss (vmfous types of Income, ptza% awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and oerteln other transaotione by
bookers)
• Form 1099.9 (proceeds from reel estate Iraneactions)
• Form 1099 -K (merchant card and third party network transec1lons)
• Farm 1098 (home mortgage Ifitera5Q,1008 -E (student ban Interest 1098 -T
(tuition]
• Form 1099.0 (oanraled detA
• Form 1099-A (acqulsltlon or abendamenl or secured fxoperty)
Use Form W -9 only If you are a U.S. person (1nclu "a resident allan), to
prMls your conso>t W.
i /you do riot rMtkfeprofit, W-e to thefetg -MW V^ a TIN. you might be sublecr
In wMhhntding: See What is badop wAVtaidfr ? on page 2.
By slgWng the 11Med-out form, you.
1. Crt * that the TIN you are giving Is correct (or YOU are waiting for a number
to be issued),
2, CoMy that you are not subject to backup wkhhold rig„ or
3, ticU+f etrentptkxa.kwn 1litokup s4tnfwktinp A yore arts a 17 S. oitcrnpt pAyea If
appACribto, Irotr amrmta d1tu, SIG s U. #atebrrt Y'4tt+r adscnbtei ahsua far
arty potto rlp booms front a 11.5. Irotiv to liwainew 16 rut Tolled to the
Wilfokikitt WK flit W919M 001016W ahrprlr Of d" *V* r.'mfMaadrrki lfa wM. anid
4. Codify that I-AICA carkN cntarod on this form Of MW 40 069119 114111 you AN
ekampt Ikenr Ilia t°ATC;R'r,y wiing, Is correct: Sea What b WC4 rryfprtlitptP olfs
page 2 for further Information.
Cat, No. 102M
Form w-9 Rov. 12 -2014)
EXHIBIT B
Amended Scope of Services
Exhibit B
CITY OF SOUTH SAN FRANCISCO I PROJECT CUSTOMIZATIONS
HCM ESTIMATED SUMMARY OF COSTS
Project Hourly Rate: $185.00
All rates are in U.S. dollars unless otherwise specified
Project Area
Estimated
Estimated
Hours
Costs
Manual Processs to Automation
Acting Pay
82
$15,170.00
FLSA Gen for Fire
16
$2,960.00
Mass Rate Update
4
$740.00
VEBA/Ca1PERS Deduction Calculations
18
$3,330.00
Vista Time Set -up
120
$22,200.00
Deferred Compensation
40
$7,400.00
Professional Development
4
$740.00
Uniform Allowance
4
$740.00
OASDI
20
$3,700.00
Fire Balancing Hours
20
$3,700.00
PD FLSA
18
$3,330.00
Wage Progressions
18
$3,330.00
Position Control Assistance
12
$2,220.00
Subtotal 376
$69,560.00
Interface Assistance - Benefits /CalPERS
Interface - Pay Positive Pay
14
$2,590.00
Interface - Pay GL
100
$18,500.00
Interface - Pay Empower
40
$7,400.00
Interface - Pay CalPERS
200
$37,000.00
Interface - Pay VEBA/Genesis
24
$4,440.00
Interface - Ben Dental
20
$3,700.00
Interface - Ben VSP
20
$3,700.00
Interface - Ben Kaiser
20
$3,700.00
Interface - Ben B1ueCross
20
$3,700.00
Subtotal 458
$84,730.00
Additional Implementation Support
System Configuration/Project Management
400
$74,000.00
Parallel Assistance
80
$14,800.00
Data Load Assistance
40
$7,400.00
Subtotal 520
$96,200.00
Total Customizations Cost
1354
$250,490.00
"Estimate is based on projected hours. Client is only invoiced for actual hours worked.