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R-01-12-06-13B2 - 12/6/2001Software Modules Mfr. Provided Copies Fee PeopleSoft Portal Software Modules Enterprise Portal PeopleSoft, Inc. 1 Included Government Portall PeopleSoft, Inc. 1 Included Tools Software PeopleTools- Restricted Development3 I PeopleSoft, Inc. I 1 Included Third Party Software Rational Robot Rational Corporation 1 Included TOTAL LICENSE FEES: $38,000.00 Services Mfr. Units Fee Installation- Portal Software Modules, Customer Site PeopleSoft, Inc. N/A $3,500.00 Education Training Units PeopleSoft, Inc. 12 units $4,800.00 Standard Support Services for the Initial Services Term PeopleSoft, Inc. N/A $5,700.00 TOTAL SERVICES FEES: $14,000.00 $52,000.00 TOTAL FEES: 1 SCHEDULE #2 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT This independent Schedule to the Software License and Services Agreement ( "Schedule ") is made as of Dec. 2001 ( "Schedule Effective Date ") by and between PeopleSoft USA, Inc. ( "PeopleSoft ") and the City of Round Rock, Texas ( "Licensee "). This Schedule is part of the Software License and Services Agreement between the parties dated April 24, 1998 ( "Agreement "). SOFTWARE / SERVICES 1 Licensee must license Enterprise Portal. Incremental license fees for this Software module shall be based on Reported Budget. 2 Unless otherwise explicitly indicated in this Schedule, incremental license fees for the Tools Software modules shall be based on Reported Revenues. 3 PeopleTools - Restricted Development shall be used by Licensee to develop interfaces and modifications, including creation of new application data tables, only to the licensed PeopleSoft Software application modules. 4 Notwithstanding anything in the Agreement to the contrary: (i) Licensee is granted the right to one (1) user license for this product in accordance with the terms and conditions of the click- through product license agreement included on the Rational Robot product media; and (ii) Rational Robot is not a Supportable Module, is provided "AS IS" with no express or implied warranties of any kind, and PeopleSoft shall have no liability nor indemnification obligations related to or arising out of use of this product. 5 Total Hours (as defined in the Exhibit attached hereto entitled "Installation Services') for Installation Services are 20 hours. 6 Installation Services shall be provided in accordance with the terms of the attached Exhibit entitled "Installation Services ". Installation Services must be used on or before that date which is six (6) months after the Schedule Effective Date. 11/30/2001, 8:59 AM Page 1 of 1 portal Sched #2,MCMrev10 /01 Territory United States Global Version? (indicate the country specific global version for each country within the Territory in which or for which the Software will be used) American English and Associated Functionality Base Budget $100 million Database Version Oracle Operating System NT Hardware Model Dell 1. Specific Licensed Use: Licensee's use of the Software is limited to each of the following restrictions 2. Payment Terms: Licensee shall pay, or cause a third party to pay. PeopleSoft one hundred percent (100 %) of TOTAL FEES on or before that date which is thirty (30) calendar days after the Schedule Effective Date. Unless explicitly stated in this Schedule, all fees specified herein are non - cancelable, non - refundable and non - contingent. All fees are payable in U.S. dollars and shall be sent to the attention of PeopleSoft's Accounts Receivable Department. 3. Services Terms and Conditions: 3.1 Support Services Terms: For a period commencing upon the Schedule Effective Date and terminating on September 30, 2002 ( "Initial Services Term "), Licensee shall receive Support Services for the Supportable Modules licensed pursuant to this Schedule for the version which meets the technical environment set forth herein for the fees set forth above. Thereafter, in the event Support Services are to be provided for the Supportable Modules licensed pursuant to this Schedule, and Licensee has been a compliant, continuous subscriber to Support Services, Licensee shall pay PeopleSoft, on or before the applicable Anniversary Date (defined as the month and the date of the Schedule Effective Date), the applicable fee as set forth in this Section. For a period terminating three (3) years after the Schedule Effective Date, in the event Support Services are to be provided, increases in the fee for Support Services shall not exceed ten (10 %) in each subsequent twelve (12) month period, provided that: (i) Licensee continuously subscribes to Support Services; and (ii) the base upon which the increases are measured shall be adjusted to include additional license fees owed pursuant to the Incremental License Fees section. Notwithstanding anything herein to the contrary: (i) additional license fees due pursuant to the section in this Schedule entitled Incremental License Fees shall be included in the calculation for Support Services fees; and (ii) after the Initial Services Term, Support Services fee for Third Party Software Supportable Modules licensed pursuant to this Schedule shall equal the fee in effect at the time such Support Services are renewed. Thereafter, in the event Support Services are to be provided for the Supportable Modules licensed pursuant to this Schedule, and Licensee has been a compliant, continuous subscriber to Support Services, the Support Services fee shall equal the fee in effect at the time such Support Services are renewed. In the event Support Services are not renewed and Licensee subsequently requests Support Services, PeopleSoft may, in its sole discretion, reinstate Support Services but only after Licensee pays PeopleSoft the annual Support Services fee in effect at the time of such reinstatement, plus a reinstatement fee equal to the number of years or portion thereof during which Licensee was not a subscriber to Support Services multiplied by the annual Support Services fee in effect at the time of such reinstatement. 3.2 Training: PeopleSoft shall provide Licensee with the number of training units set forth in the table above for use at a PeopleSoft training facility, at the price set forth in the applicable Schedule. Licensee may use training units for training at Licensee's site only as the parties mutually agree in writing. Licensee must use training units within one (1) year from the Schedule Effective Date. Unused training units are non - returnable and cannot be 7 Notwithstanding anything in the Agreement to the contrary, Licensee is licensed to use and access only those licensed languages and licensed country specific features /functionalities of the global Software version that are available as of the Schedule Effective Date. Any additional licensed languages or licensed country specific features / functionalities that may become available after the Schedule Effective Date as part of the global version of the Software module(s) licensed pursuant to this Schedule may be used and accessed by Licensee only as may be provided pursuant to Support Services, provided Licensee is a current, compliant subscriber to Support Services. 11/30/2001, 8:59 AM Page 2 of 2 portal Sched #2,MCMrev10 /01 SHIPPING INFORMATION BILLING INFORMATION SITE INFORMATION TRAINING Ar1MINISTRATCR Cindy Demers Same Same Same 221 East Main Street Round Rock, TX 78644 Phone: 512/218 -5435 Phone: Phone: Phone: Fax: 512/218 -5442 Fax: Fax: Fax: email: cdemers@roundrock.tx.us email: email: email: used as a credit toward any future license or service. The number of training units required for each registrant to attend a particular class will be the units listed in the PeopleSoft Training Administrator's Guide and Course Curriculum guide in effect at the time the registrant registers for the class. 4. Incremental License Fees 4.1 Incremental License Fees for the RB Software: Licensee may use the RB Software licensed pursuant to this Schedule in accordance with the terms of this Schedule and the Agreement, to process its data at no additional license fee, provided that the Reported Budget do not exceed $100 million ( "Base Budget "). Each year ninety (90) days prior to the Anniversary Date, Licensee shall report to PeopleSoft the Reported Budget as of such date, and, in the event the Reported Budget as of such date exceed the Base Budget, Licensee shall pay, on or before the applicable Anniversary Date, additional non - refundable, non - cancelable license fees. Upon receipt of such license fees in the amount $3,800, Licensee's Base Budget shall be modified to increase by $10 million. Licensee shall pay as many increments of $3,800 as necessary so that the Base Budget exceed the Reported Budget as of that particular Anniversary Date. "Reported Budget" shall mean the gross budget reflected in an audited statement from its external accounting firm. "RB Software" shall mean those Software modules licensed pursuant to this Schedule which are priced based upon Reported Budget, as indicated in the table above. 5. Separate Agreement: PeopleSoft may provide services regarding the Software licensed hereunder pursuant to an independent Consulting Services Agreement executed between the parties,. Licensee understands and agrees that such Consulting Services Agreement and associated Statements of Services that may be signed are separate and independent contractual obligations from any Schedule or amendment thereto relating to the license of Software. Licensee shall not withhold payments that are due and payable pursuant to this Schedule or any other Schedule(s) or amendment(s) thereto because of the status of work performed under any executed Consulting Services Agreement and associated Statement of Services. In addition, the parties acknowledge that the ability to provide such services: (i) are not exclusive or specific to PeopleSoft; and (ii) are commercially available from a variety of third party service providers. 6. Definitions: Unless otherwise set forth herein, capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. "Support Services" means that particular package of services as may be selected in this Schedule and offered by PeopleSoft and which are designed to support the Supportable Modules, and the standard terms and conditions thereto, in effect on the later of the following: (a) the date fees are received for such services offered by PeopleSoft which are designed to support such Supportable Modules; and (b) the first date of the period for which services offered by PeopleSoft which are designed to support such Supportable Modules, are provided. "Supportable Modules" are those Software modules for which PeopleSoft offers some sort of maintenance services, and are comprised of (i) Software excluding the Third Party Software modules; (ii) Tools; and (iii) those Third Party Software modules specifically designated in the Schedule as "Supportable Modules ". 7. Expiration of Offer: The offer set forth in this Schedule and in the Agreement is valid only through December 31, 2001, and if the Schedule and Agreement, if applicable, are not executed by such date, the offer is rescinded, all terms are null and void, and neither party shall have any obligation in relation thereto. 8. Miscellaneous Information: 8.1 Title to Physical Media: Notwithstanding anything in the Agreement to the contrary, title to the physical media for the Software vests in Licensee upon shipment thereof to Licensee. 8.2 11/30/2001, 8:59 AM Page 3 of 3 portal Sched#2,MCMrev10 /01 The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Schedule and to bind their respective party thereto. ACC D BY: UND s CK/ EXAS .) Aut jiev Cei' -y 67 4 �iQ. mAyae, J ) Printed Name and Title ACCEPTED BY: PEOPLESOFT USA, INC. u.— Authorized Signature ,�.�/ s/ r��P.e V /i ce . Printed Name and Title peopleSott USA, Ina. Approved es to ba asl bat Initials 11/30/2001, 9:29 AM Page 4 of 4 portal Sched #2,MCMrev10 /01 Services specifically exclude the following: Exhibit A Installation of Software 1. Services to Be Provided: Provided Licensee fulfills the Licensee Obligations, PeopleSoft shall provide Licensee with the Services set forth below. PeopleSoft will install, at the site defined in the Schedule, the Software and other software are identified explicitly in the Schedule. Specifically, PeopleSoft will install the PeopleSoft Software modules identified in the Schedule as delivered to Licensee, including any PeopleSoft Service Packs, and any applicable PeopleSoft "Required at Install" fixes and updates, as listed on Licensee Connection under the category of "Updates and Fixes, Required at Install or Upgrade" on the servers as defined in the completed PeopleSoft Pre - Installation Checklist, and in an environment that meets PeopleSoft's Hardware and Software Requirements Guidelines, such that the functions set forth on PeopleSoft's Post Installation Checklist can be demonstrated pursuant to the Installation Verification Test. (i) application of fixes and updates; and (ii) except as explicitly set forth in this Exhibit and the Schedule, installation and configuration of any software including, without limitation, the following: operating system software, database platform software, ANSI C and Cobol compilers, Server SQR, Lightweight Directory Access Protocol (LDAP) software, Cognos, and Rational Robot; and (iii) configuration of PeopleSoft's open integration framework; and (iv) any application of updates, any tax updates, and any fixes to the Installed Software after the Installation Verification Test; and (v) any application of updates, any tax updates, and any fixes to the Installed Software not specifically included as Services. 2. Licensee Obligations: Licensee shall: (i) prepare its environment in accordance with the specifications set forth in PeopleSoft's Pre - Installation Checklist; and (ii) complete and return to PeopleSoft PeopleSoft's Pre - Installation Checklist twenty (20) days prior to the planned on -site Licensee install; and (iii) pay PeopleSoft travel and living expenses incurred by PeopleSoft pursuant to the provision of Services on or before that date which is thirty days after the provision of Services.. Notwithstanding anything herein to the contrary, in the event the Services exceed the Total Hours due to failure or delay of Licensee's fulfillment of the Licensee Obligations, Licensee shall pay fees in addition to those fees set forth herein on a time and materials basis at the standard PeopleSoft rate in effect at the time such Services are provided per hour or portion thereof, "Total Hours" shall mean the number of hours allocated for the Services provided pursuant to this Exhibit, 3. Services Definition. For purposes of this Exhibit, the definition of "Services" shall be modified to include the services described herein. 11/30/2001, 8:15 AM Page 1 of 1 Install Exhibit,MCMrev08 /00 RESOLUTION NO. R- 01- 12- 06 -13B2 WHEREAS, the City of Round Rock has previously entered into a Software License and Services Agreement ( "Agreement ") with PeopleSoft USA, Inc. for financial systems application software, and WHEREAS, the City Council desires to amend the Agreement to include the Government Portal Modules, and WHEREAS, PeopleSoft USA, Inc. has submitted Schedule #3 to the Software License and Services Agreement to include the Government Portal Modules, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City Schedule #3 to the Software License and Services Agreement with PeopleSoft USA, Inc., a copy of said Schedule #3 being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. ::OD"A\WORLDOX \O: \WDOX\ SOLUTI \R11206132. WPD /sc ATTEST: RESOLVED this 6th day of December 2x01. an. CHRISTINE R. MARTINEZ, City Secre ry 2 , . %�� _L, A. STLUKA, JR., Mayor City of Round Rock, Texas Software Modules Mfr. Provided Copies Fee PeopleSoft Portal Software Modules Enterprise Portal PeopleSoft, Inc. 1 Included PeopleSoft, Inc. 1 Included Govemment Portall Tools Software PeopleTools Restricted Development PeopleSoft, Inc. I 1 I Included Third Party Software Rational Robot Rational Corporation 1 Included TOTAL LICENSE FEES: _I $38,000.00 Services Mfr. Units Fee Installation- Portal Software Modules, Customer Sites PeopleSoft, Inc. N/A $3,500.00 Education Training Units PeopleSoft, Inc. 12 units $4,800.00 Standard Support Services for the Initial Services Term PeopleSoft, Inc. N/A $5,700.00 TOTAL SERVICES FEES: $14,000.00 $52,000.00 TOTAL FEES: 1 SCHEDULE #2 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT This independent Schedule to the Software License and Services Agreement ( "Schedule ") is made as of _ , 2001 ( "Schedule Effective Date ") by and between PeopleSoft USA, Inc. ( "PeopleSoft") and the City of Round Rock, Texas ( "Licensee "). This Schedule is part of the Software License and Services Agreement between the parties dated April 24, 1998 ( "Agreement "). SOFTWARE / SERVICES 1 Licensee must license Enterprise Portal. Incremental license fees for this Software module shall be based on Reported Budget. 2 Unless otherwise explicitly indicated in this Schedule, incremental license fees for the Tools Software modules shall be based on Reported Revenues. 3 PeopleTools - Restricted Development shall be used by Licensee to develop interfaces and modifications, including creation of new application data tables, only to the licensed PeopleSoft Software application modules. 4 Notwithstanding anything in the Agreement to the contrary: (i) Licensee is granted the right to one (1) user license for this product in accordance with the terms and conditions of the click-through product license agreement included on the Rational Robot product media; and (II) Rational Robot is not a Supportable Module, is provided "AS IS" with no express or implied warranties of any kind, and PeopleSoft shall have no liability nor indemnification obligations related to or arising out of use of this product. 5 Total Hours (as defined in the Exhibit attached hereto entitled "Installation Services ") for Installation Services are 20 hours. 6 Installation Services shall be provided in accordance with the terms of the attached Exhibit entitled "Installation Services ". Installation Services must be used on or before that date which is six (6) months after the Schedule Effective Date. 11/30/2001, 9:29 AM Page 1 of 1 portal Sched#2,MCMrev10 /01 EXHIBIT aRk Territory United States Global Version? (indicate the country specific global version for each country within the Territory in which or for which the Software will be used) American English and Associated Functionality Base Budget $100 million Database Version Oracle Operating System NT Hardware Model Dell 1. Specific Licensed Use: Licensee's use of the Software is limited to each of the following restrictions 2. Payment Terms: Licensee shall pay, or cause a third party to pay, PeopleSoft one hundred percent (100%) of TOTAL FEES on or before that date which is thirty (30) calendar days after the Schedule Effective Date. Unless explicitly stated in this Schedule, all fees specified herein are non - cancelable, non - refundable and non - contingent. All fees are payable in U.S. dollars and shall be sent to the attention of PeopleSoft's Accounts Receivable Department. 3. Services Terms and Conditions: 3.1 Support Services Terms: For a period commencing upon the Schedule Effective Date and terminating on September 30, 2002 ( "Initial Services Term "), Licensee shall receive Support Services for the Supportable Modules licensed pursuant to this Schedule for the version which meets the technical environment set forth herein for the fees set forth above. Thereafter, in the event Support Services are to be provided for the Supportable Modules licensed pursuant to this Schedule, and Licensee has been a compliant, continuous subscriber to Support Services, Licensee shall pay PeopleSoft, on or before the applicable Anniversary Date (defined as the month and the date of the Schedule Effective Date), the applicable fee as set forth in this Section. For a period terminating three (3) years after the Schedule Effective Date, in the event Support Services are to be provided, increases in the fee for Support Services shall not exceed ten (10 %) in each subsequent twelve (12) month period, provided that: (i) Licensee continuously subscribes to Support Services; and (ii) the base upon which the increases are measured shall be adjusted to include additional license fees owed pursuant to the Incremental License Fees section. Notwithstanding anything herein to the contrary: (i) additional license fees due pursuant to the section in this Schedule entitled Incremental License Fees shall be included in the calculation for Support Services fees; and (ii) after the Initial Services Term, Support Services fee for Third Party Software Supportable Modules licensed pursuant to this Schedule shall equal the fee in effect at the time such Support Services are renewed. Thereafter, in the event Support Services are to be provided for the Supportable Modules licensed pursuant to this Schedule, and Licensee has been a compliant, continuous subscriber to Support Services, the Support Services fee shall equal the fee in effect at the time such Support Services are renewed. In the event Support Services are not renewed and Licensee subsequently requests Support Services, PeopleSoft may, in its sole discretion, reinstate Support Services but only after Licensee pays PeopleSoft the annual Support Services fee in effect at the time of such reinstatement, plus a reinstatement fee equal to the number of years or portion thereof during which Licensee was not a subscriber to Support Services multiplied by the annual Support Services fee in effect at the time of such reinstatement. 3.2 Training: PeopleSoft shall provide Licensee with the number of training units set forth in the table above for use at a PeopleSoft training facility, at the price set forth in the applicable Schedule. Licensee may use training units for training at Licensee's site only as the parties mutually agree in writing. Licensee must use training units within one (1) year from the Schedule Effective Date. Unused training units are non - returnable and cannot be 7 Notwithstanding anything in the Agreement to the contrary, Licensee is licensed to use and access only those licensed languages and licensed country specific features /functionalities of the global Software version that are available as of the Schedule Effective Date. Any additional licensed languages or licensed country specific features/functionalities that may become available after the Schedule Effective Date as part of the global version of the Software module(s) licensed pursuant to this Schedule may be used and accessed by Licensee only as may be provided pursuant to Support Services, provided Licensee is a current, compliant subscriber to Support Services, 11/30/2001, 9:29 AM Page 2 of 2 portal Sched#2,MCMrevl 0/01 SHIPPING: INFORMATION RII I IND INFORMATION SITF INFORMATION TRAINING ADMINISTRATOR Cindy Demers Same Same Same 221 East Main Street Round Rock, TX 78644 Phone: 512 /218 -5435 Phone: Phone: Phone: Fax: 512/218 -5442 Fax: Fax: Fax: email: cdemers@roundrock.tx.us email: email: email: used as a credit toward any future license or service. The number of training units required for each registrant to attend a particular class will be the units listed in the PeopleSoft Training Administrator's Guide and Course Curriculum guide in effect at the time the registrant registers for the class. 4. Incremental License Fees 4.1 Incremental License Fees for the RB Software: Licensee may use the RB Software licensed pursuant to this Schedule in accordance with the terms of this Schedule and the Agreement, to process its data at no additional license fee, provided that the Reported Budget do not exceed $100 million ( "Base Budget "). Each year ninety (90) days prior to the Anniversary Date, Licensee shall report to PeopleSoft the Reported Budget as of such date, and, in the event the Reported Budget as of such date exceed the Base Budget, Licensee shall pay, on or before the applicable Anniversary Date, additional non - refundable, non - cancelable license fees. Upon receipt of such license fees in the amount $3,800, Licensee's Base Budget shall be modified to increase by $10 million. Licensee shall pay as many increments of $3,800 as necessary so that the Base Budget exceed the Reported Budget as of that particular Anniversary Date. "Reported Budget" shall mean the gross budget reflected in an audited statement from its external accounting firm. "RB Software" shall mean those Software modules licensed pursuant to this Schedule which are priced based upon Reported Budget, as indicated in the table above. 5. Separate Agreement: PeopleSoft may provide services regarding the Software licensed hereunder pursuant to an independent Consulting Services Agreement executed between the parties,. Licensee understands and agrees that such Consulting Services Agreement and associated Statements of Services that may be signed are separate and independent contractual obligations from any Schedule or amendment thereto relating to the license of Software. Licensee shall not withhold payments that are due and payable pursuant to this Schedule or any other Schedule(s) or amendment(s) thereto because of the status of work performed under any executed Consulting Services Agreement and associated Statement of Services. In addition, the parties acknowledge that the ability to provide such services: (i) are not exclusive or specific to PeopleSoft; and (ii) are commercially available from a variety of third party service providers. 6. Definitions: Unless otherwise set forth herein, capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. "Support Services" means that particular package of services as may be selected in this Schedule and offered by PeopleSoft and which are designed to support the Supportable Modules, and the standard terms and conditions thereto, in effect on the later of the following: (a) the date fees are received for such services offered by PeopleSoft which are designed to support such Supportable Modules; and (b) the first date of the period for which services offered by PeopleSoft which are designed to support such Supportable Modules, are provided. "Supportable Modules" are those Software modules for which PeopleSoft offers some sort of maintenance services, and are comprised of (i) Software excluding the Third Party Software modules; (11) Tools; and (iii) those Third Party Software modules specifically designated in the Schedule as "Supportable Modules ". 7. Expiration of Offer: The offer set forth in this Schedule and in the Agreement is valid only through December 31, 2001, and if the Schedule and Agreement, if applicable, are not executed by such date, the offer is rescinded, all terms are null and void, and neither party shall have any obligation in relation thereto. 8. Miscellaneous Information: 8.1 Title to Physical Media: Notwithstanding anything in the Agreement to the contrary, title to the physical media for the Software vests in Licensee upon shipment thereof to Licensee. 8.2 11/30/2001, 9:29 AM Page 3 of 3 portal Sched#2,MCMrev10 /01 The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Schedule and to bind their respective party thereto. A 1 BY: ACCEPTED BY: ND y;!CK � � PEOPLESOFT USA, INC. Je08Eler , R. srunkq�J2., mIyoR Printed Name and Title 11/30/2001, 8:59 AM ignature — Authorized Signature Printed Name and Title Page 4 of 4 portal Sched#2,MCMrev10 /01 1. Services to Be Provided: Provided Licensee fulfills the Licensee Obligations, PeopleSoft shall provide Licensee with the Services set forth below. PeopleSoft will install, at the site defined in the Schedule, the Software and other software are identified explicitly in the Schedule. Specifically, PeopleSoft will install the PeopleSoft Software modules identified in the Schedule as delivered to Licensee, including any PeopleSoft Service Packs, and any applicable PeopleSoft "Required at Install" fixes and updates, as listed on Licensee Connection under the category of "Updates and Fixes, Required at Install or Upgrade" on the servers as defined in the completed PeopleSoft Pre - Installation Checklist, and in an environment that meets PeopleSoft's Hardware and Software Requirements Guidelines, such that the functions set forth on PeopleSoft's Post Installation Checklist can be demonstrated pursuant to the Installation Verification Test. Services specifically exclude the following: Exhibit A Installation of Software (i) application of fixes and updates; and (ii) except as explicitly set forth in this Exhibit and the Schedule, installation and configuration of any software including, without limitation, the following: operating system software, database platform software, ANSI C and Cobol compilers, Server SQR, Lightweight Directory Access Protocol (LDAP) software, Cognos, and Rational Robot; and (iii) configuration of PeopleSoft's open integration framework; and (iv) any application of updates, any tax updates, and any fixes to the Installed Software after the Installation Verification Test; and (v) any application of updates, any tax updates, and any fixes to the Installed Software not specifically included as Services. 2. Licensee Obligations: Licensee shall: (1) prepare its environment in accordance with the specifications set forth in PeopleSoft's Pre - Installation Checklist; and (ii) complete and return to PeopleSoft PeopleSoft's Pre - Installation Checklist twenty (20) days prior to the planned on -site Licensee install; and (iii) pay PeopleSoft travel and living expenses incurred by PeopleSoft pursuant to the provision of Services on or before that date which is thirty days after the provision of Services.. Notwithstanding anything herein to the contrary, in the event the Services exceed the Total Hours due to failure or delay of Licensee's fulfillment of the Licensee Obligations, Licensee shall pay fees in addition to those fees set forth herein on a time and materials basis at the standard PeopleSoft rate in effect at the time such Services are provided per hour or portion thereof. 'Total Hours" shall mean the number of hours allocated for the Services provided pursuant to this Exhibit. 3. Services Definition. For purposes of this Exhibit, the definition of "Services" shall be modified to include the services described herein. 11/30/2001, 8:56 AM Page 1 of 1 Install Exhibit,MCMrev08 /00 DATE: November 30, 2001 SUBJECT: City Council Meeting — December 6, 2001 ITEM: * 13.B.2. Consider a resolution authorizing the Mayor to execute Schedule #3 to the Software License and Services Agreement with PeopleSoft USA, Inc. for financial systems application software. Resource: David Kautz, Finance Director Cindy Demers, Accounting Manager Brian Finger, Information Systems Manager History: The City currently utilizes and contracts maintenance support with PeopleSoft USA, Inc. for its financial systems application software. This agreement serves as an addendum to the existing software license agreement dated April 24, 1998. It expands the license to include the PeopleSoft Governmental Portal product. This product will serve as th City's intranet systems management software. Funding: Cost: $52,000 Source of Funds: General Self - Financed Construction Outside Resources: N/A Impact/Benefit: The system will integrate with the City's existing PeopleSoft information systems as well as enable expansion with other intemal software systems. It will serve as the central intranet hub for information sharing and web based application software access. Public Comment: N/A Sponsor: N/A