HomeMy WebLinkAboutStaff Report 313-07City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
6
FROM:CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:JULY 23, 2007 CMR: 313:07
SUBJECT:APPROVAL OF CONTRACT CHANGES ASSOCIATED ~VITH THE SAP
UPGRADE AND SAP’S INDUSTRY SPECIFIC SOLUTION FOR
UTILITIES (IS-U) FOR LICENSING, MAINTENANCE, AND TRAINING
RECOMMENDATION
Staff recormnends that Council:
Approve and authorize the City Manager or his designee to execute the attached Software
License and Service A~eement (Attachment A) with SAP Public Services, Inc. in the
amount of $330,4,2 plus tax for IS-U and;
Approve and authorize the City Manager or his designee to execute the attached
Amendments (Attacbanent B & C) with SAP Public Services, Inc. for the purchase of
Premimn Support in the amount of $169,178 for a period of 5 years with annual
Consumer Price Index (CPI) increases.
Approve and authorize the City Manager or his designee to execute the attached
Maintenance Schedule Addendum (Attachment D) with SAP Public Services, Inc. for the
purchase of extended maintenance support at no cost.
Approve and authorize the City Manager or his designee to execute the attached Software
License Agreement (Attaclvnent E) with SAP, Inc. in the amount of $44,752 for Adobe
Interactive Forms plus tax, on-going maintenance, and CPI increases.
Approve and authorize the City Manager or his designee to execute the attached
Appendix (Attachment F) and Statement of Work (Attachment G) with SAP Public
Services, Inc. for the purchase and implementation of Productivity Pak in an amount not
to exceed $92,000 plus tax, on-going maintenance, and CPI increases.
CMR:313:07 Page 1 of 4
Approve and authorize the City Manager or his desi~aee to execute the attached
agreement (Attactm~ent H) with SAP Public SelaTices, Inc. for the purchase of training
services in the amount of $100,000.
DISCUSSION
Project Description
Prior to up~ading the existing SAP system and implementation of IS:U, it is necessary to put
into place all software licensing, maintenance, and training. Once these items are in place, a
professional sela, ices vendor will be selected for the up~ade of the existing SAP system and
implementation of IS-U. Staff is currently conducting vendor interviews and will ask for
Council approval at a later date, for the execution of the professional services a~eement.
To address the challenge of disparate business systems within Information Teclmology’s
StrateNc Plan, the City standardized on SAP as its enterprise resource planning (ERP) solution.
In 2002-2003, the implementation of SAP was completed. It accomplished its primary
objectives, to replace aNng financial, persolmel and payroll systems and to implement new
functionality such as project management, work order, and service order systems. This project
laid the foundation for the City’s enterprise-wide application systems.
The up~’ade of the existing SAP system will take advantage of that foundation of hardware,
sofaYare, and -knowledge as well as provide inte~ation across what are nmv multiple disparate
systems. This upN’ade will also include enhancements such as the implementation of Employee
Self Service (ESS). ESS allows staff to update personal information such as home address and
dependant information, thus eliminating the need for paper fomas and HR data entry.
An on-going goal for the City has been the reduction of operating costs and increased
efficiencies. One way to accomplish this goal is to standardize operations especially in regards
to teclmology. Therefore, in accordance with the Municipal Code, Section 2.30.900, Part 10
(Standardization), staff has standardized on the SAP platfonn due to the substantial benefits such
as the reduction of maintenance costs, reduction of costs due to lack of infrastructure to support a
legacy system, reduction in staff training costs due to standardization of multi-departmental
platforms, reduction of IT support costs, and establishing the framework for e-Government,
customer Web portal and other functionality such as data warehousing and document
management. Many public and private organizations such as the City of Dallas, Matin
Municipal Water District, Sacramento Municipal Utility District, PG&E, City of Tacoma,
Sacramento County, Suffolk County Water, and Waste Management have also standardized on
SAP as an integated system.
The upgrade of the SAP system will also include the implementation of SAP’s Industry Specific
Solution for Utilities (IS-U). The existing Customer Information System (CIS) used by the
Utilities Department, was selected in 1997. Acquisition and implementation costs totaled $1.2
million dollars and the ongoing annual maintenance for CIS is $160,000. The last CIS up~’ade
OCCUlTed in 2001 for $557,620 (CMR 316:01). The existing CIS is a rapidly deteriorating
legacy system with costly on-going maintenance and support and limited functionality. These
on-going costs will be reallocated for the implementation of IS-U.
CMR:313:07 Page 2 of 4
The implementation of IS-U will be fully integated with the SAP system with a single database
platform and tools and will build on financial inte~’ation and reporting. IS-U will consolidate
data into one system and convert this data to useful information that will benefit not only the
City, but also improve service to residents and businesses of Palo Alto. This improved service
wil! be achieved with functionality such as accessing one’s utility account through secured, on-
line access with functions such as on-line bill pa?~nents and usage history. In addition, tt~is will
allow for bill consolidation, real-time recalculations, and regeneration of Utility bills.
Prior to up~ading the existing SAP system and implementation of IS-U, it is necessary to put
into place all recomlnendations in this CMR (so,rare licensing, maintenance, and training).
Once these items are in place, a professional services vendor will be selected for the upgade of
the existing SAP system and implementation of IS-U. Staff is currently conducting vendor
interviews and will ask for Council approval at a later date, for the execution of the professional
services a~eement.
RESOURCE IMPACT
As a result of the on-going Information Tectmology funding structure, funds for this project have
been included in the Technology 2007-2009 and Capital Funds budgets.
POLICY IMPLICATIONS
Approval of these contracts is consistent with existing City policies.
ENVIRONMENTAL REVIEW
This is not a project for the purposes under California EnvironmentaJ Quality Act.
PREPARED BY:
DEPARTMENT HEAD:
LISA MAINARICK-BOLGE~
Manager, Information Technology
CARL
Administrative Services
CITY MANAGER APPROVAL:
HARRISON
Assistant City Manager
ATTACHMENTS
Attachment A:Appendix 7
Attaclm~ent B:Amendment 1
Attaclm~ent C:Amendment 2
Attacln-nent D:Maintenance Schedule Addendum for Extended Maintenance Service
CMR:313:07 Page 3 of 4
Attachment E:
Attaclm~ent F:
Attactvnent G:
Attaclvnent H:
Appendix 8
Appendix 9 -RWD Technologies, Inc. (RWD) Sofm~are
Statement of Work- SAP Productivity Pak
Appendix 6A
CMR:313:07 Page 4 of 4
ATTACHMENT A
Appendix 7
effective July 25, 2007 ("Appendix")
between
SAP PUBLIC SERVICES, INC ("SAP")
and
CITY OF PALO ALTO ("Licensee")
to
SOFTWARE END USER LICENSE AGREEMENT effective July 22, 2002("Agreement")
This Appendix is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions
of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall
prevail and govern.
1.NAMED USER DEFINITIONS:
1.1 "Professional Users" is a Named User who performs operational related roles supported by the Software. The
Professional User license includes those rights granted under an Employee User license.
1.2 "Limited Professional User" is a Named User who is an employee of Licensee, a licensed Affiliate, or Business Third
Parties performing limited operational roles supported by the Software in one (1) of two (2) categories:
1)"Type 1 Limited Professional User" is a Limited Professional User with access limited to fulfilling
managerial/approval roles across functionality for the purpose of processing workflow approvals, developing
budgets, requisitions and reporting.
2) "Type 2 Limited Profession Used are Web Access Vendors who have a userid and password to access the
system for the following purposes only: submission of a request, inquiry on own requests, and updating of own
personal information.
1.3
2o
"Employee Users" is a Named User who performs all employee self-service related roles supported by the Software.
Each Employee User may access the Software solely for such individual’s own purposes.
LICENSE GRANT: The Software licensed to Licensee pursuant to this Appendix consists of the components identified
below and specified as being licensed ("Software"). Provided Licensee does not exceed the number of Named Users
or the metric level specified for the components identified below "Level", Named Users licensed hereunder are
permitted to Use the Software in accordance with their respective Named User type.
2.1 mySAP.com Solution Suite:
Number of Users Licensed:
"X" if
Licensed
X mySAP.com Solution Suite
Professional Type 1 Limited Type 2 Limited Employee
Professional Professional
4 150 none none
2.2 CROSS INDUSTRY SOFTWARE LICENSED:
SAP for Utilities:
"X" if Industry Software License Metric Licensed
Licensed Level
X Billing (Consumption Based Contracts)Number of Consumption Based Accounts 30,000
X e-Invoicing and Contract Accounting (e-ICA)Number of Contract Accounts 30,000
X Energy Data Management Number of Devices 80,000
-Device Management
X Energy Data Management Number of Devices 80,000
-Meter Reading Mgmt
2.3 DATABASEINTERFACE:_X_
4o
LICENSE FEE AND PAYMENT: The total Net License Fee to Licensee for the Software specified above for the total
number of Named Users and So~,~are is USD 330,422 which shall be invoiced upon delivery of the Software and is
payable net thirty (30) days from date of invoice from Licensee or Licensee’s authorized agent.
Upon SAP’s reasonable request, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s
Usage of the Software licensed under this Appendix. In the event Licensee’s Usage exceeds the license granted
under this Appendix Licensee agrees, within a reasonable period of time, to provide written notice to SAP, and SAP
reserves the right to modify the Agreement to reflect such additional Use and invoice Licensee at SAP’s then current
pricing in effect and increase Maintenance Fees accordingly.
INSTALLATION: For Software to be installed on a specific Licensee or Affiliate Designated Unit within the Territory,
Licensee shall provide SAP with written notice of the type/model and serial number and location of each Designated
Unit and the number of Users allocated to each such Designated Unit prior to such installation. Such notice shall be in
a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contracts Department, Attention:
Director of Contracts, 3999 West Chester Pike, Newtown Square PA, 19073.
DELIVERY: Delivery of the above-specified Software and Documentation is estimated to take place in July, 2007.
Physical delivery will be free on board shipping point to the Licensee at the following location: 250 Hamilton Avenue,
Palo Alto, CA 94301
MAINTENANCE FEE AND PAYMENT: Maintenance service offered by SAP is set forth in the Maintenance Schedule
to the Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to the Agreement shall
commence as of the first day of the month following initial delivery of the Software.
The Maintenance Fee for the Software licensed under this Appendix is priced at the then curreiit factor in effect
(currently 17%) multiplied by the then current Net License Fee for the licensed Software. The current annual
Maintenance Fee for the Software licensed under this Appendix is USD 56,172 (17% of USD 330,422). Maintenance
Fees are subject to change once during a calendar year upon ninety (90) days notice to Licensee. Maintenance fees
set forth above do not include federal, state or local taxes. Maintenance Fees are invoiced on an annual basis
effective January 1 of a calendar year and payable Net 30 days from date of invoice. Any Maintenance Fees due prior
to January 1 are invoiced on a pro-rata basis for the given calendar year in effect.
PREMIUM SUPPORT SERVICE AND PAYMENT: Premium Support Service offered by SAP is set forth in the
Maintenance Schedule Addendum for Premium Support Services to the Agreement and subject to the Maintenance
Schedule. In addition to the Maintenance Fees described above, the annual Premium Support Service Fee is USD
16,521 (5% of USD 330,422). Premium Support Service Fees are subject to change once during a calendar year upon
ninety (90) days notice to Licensee. Premium Support Service Fees set forth above do not include federal, state or
local taxes. Premium Support Service Fees are invoiced on an annual basis effective January 1 of a calendar year
and payable Net 30 days from date of invoice. Any Premium Support Service Fees due prior to January 1 are invoiced
on a pro-rata basis for the given calendar year in effect.
THIRD-PARTY DATABASE: The Software licensed hereunder requires a third party database product which has
either been integrated or pre-installed as part of the Software, or which must be installed to Use the Software. Third
party database product functionality as integrated in the Software may differ from a non-integrated third party database
product. Each third party database product is subject to its respective third party vendor License Agreement. This
Agreement does not contain a license to use the integrated third party database product. Licensee has no right to use
and are not licensed to use the copy of the third party database until Licensee has executed the Agreement, this
Appendix and execute a third party database license agreement for the third party database. Upon request, Licensee
shall provide to SAP the invoice number and/or license number and corresponding date for the third party database.
SAP makes no representations or warranties as to the terms of any license or the operation of any third-party database
or other software obtained directly from a third party supplier by Licensee. Licensee is responsible for support and
maintenance of the third-party database and other software licensed from a third party supplier, and SAP has no
responsibility in this regard.
PUBLICITY: In consideration of the discount provided in item 2 of this Appendix, Licensee agrees to provide
telephone references for prospective SAP customers. Licensee also agrees to provide press testimonials, releases
and announcements at SAP’s request.
VALIDITY OF OFFER: The validity of this Appendix will expire July 31,2007, unless sooner executed by Licensee, or
extended in writing by SAP.
Accepted by:Accepted by:
SAP Public Services, Inc.
Title:
City of Palo Alto, California
(Licensee)
By:.
Title:
Date:
COMMONWEALTH OF PEN ~ISYLVANIA_
Notarial Sea! I
j~qnifer J. Wray, Nota,3, Public
Newtown Twp., Delaware County. t
My Commission Exl3ires June 16, 2011
Member, Pennsylvania Association of Notaries
Schedule 1 to Appendix 7 effective July 25, 2007
Designated Unit Information
Name of Licensee or Subsidiary where Designated Unit is located:
Designated Unit(s) to be identified by Licensee to SAP in writing.
Type/Model No.:
Serial No.:
Location of Designated Unit:
Telephone Number:
Software Delivery Contact Person:
Hardware Information Operating System Database*
Manufacturer Model Manufacturer Release Manufacturer Release
HP Microsoft 2000 Oracle 8.17
, Invoice* Note: When Database is licensed from the vendor directly, insert P.O. Number
Number and Date
Name Date
Title
(Licensee)
ATTACHMENT B
Amendment 1
effective July 25, 2007
to Software End-User License Agreement ("Agreement")
effective July 22, 2002
between
CITY OF PALO ALTO ("Licensee")
and
SAP Public Services, Inc. ("SAP")
As of the issuance date of July 25, 2007 this Amendment 1 modifies the Agreement between the parties.
In any instance in which a provision of this Amendment 1 contradicts or is inconsistent with the provisions
of the Agreement, the provisions of this Amendment 1 shall prevail and govern and the contradicted or
inconsistent provisions of the Agreement shall be deemed amended accordingly.
SAP and Licensee agree that the Agreement effective July 22, 2002 is modified as follows:
The attached Maintenance Schedule Addendum for Premium Support Services is added to the
Agreement.
EXCEPT AS HEREIN PROVIDED, NONE OF THE PROVISIONS OF THE AGREEMENT SHALL BE
AFFECTED BY THIS AMENDMENT.
ACCEPTED BY:
SAP Public Services, Inc.
ACCEPTED BY:
CITY OF PALO ALTO
Name:~e~.~; ~.-,~-~ ~Name:
Title:~;~ ,~ h~: ,:~ .~ ..- ~ ~.~.~:~Title:
Date:~" (q - Oq Date:
COMMONWEALTH OF PENNSYLVANIA
Notadal Seal
J --~mnifer J. Wray, Nora.5, Public
Newtown Twp., Delaware Counb/
My Commission Expires June 16, 2011
Member, Pennsylvania Association of Notaries
MAINTENANCE SCHEDULE ADDENDUM for PREMIUM SUPPORT SERVICES ("Schedule")
to
SAP PUBLIC SERVICES, INC. ("SAP")
SOFTWARE LICENSE AGREEMENT effective July 22, 2002 ("License Agreement")
with
City of Palo Alto ("Licensee")
SAP PREMIUM SUPPORT SERVICES
This Schedule is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions of
this Schedule contradict or are inconsistent with the provisions of the License Agreement, its Appendices or terms and conditions of
the Maintenance Schedule to the Agreement (together, the "Agreement’) the provisions of this Schedule shall prevail and govern,
and the contradicted or inconsistent provisions of the Agreement shall be deemed amended accordingly.
1.SAP Premium Support Services. SAP Premium Support Services include the following:
1.1 Service Level Agreement. The following Service Level Agreement ("SLA") commitments shall be offered commencing
in the first full Calendar Quarter following the completion of Licensee’s implementation of the recommendations resulting from
the Initial Assessment specified in Section 1.3 below. As used herein, "Calendar Quarter" is the three month period ending on
March 31, June 30, September 30 and December 31 respectively of any given calendar year.
1. l. l SLA for Initial Response Times:
a. Priority 1 Support Messages ("Very High"). SAP shall respond to Priority 1 support messages (currently
defined as production system shut-down or severe restrictions in the SAP productive system that prevent
productive work) within one (1) hour of SAP’s receipt (twents, four hours a day, seven days a week) of such
Priority 1 support messages.
b. Priority 2 Support Messages ("High"). SAP shall respond to Priority 2 support messages (currently
defined as severe loss of functionality, significant restrictions inthe SAP productive system) within four (4)
hours of SAP’s receipt (during SAP’s normal business hours (in the region Licensee is located) MondayFriday,
excluding United States and German legal and public holidays) of such Priority 2 support messages.
c. For further information on assigning priority levels see SAP Note 67739available in the SAP Notes
Database on the SAP Service Marketplace via www.service.sap.con~gupport.
1.1.2 SLA for Corrective Action Response Time for PrioriW 1 Support Messa2es: SAP shall provide a solution,
work around or action plan for resolution ("Corrective Action") of Licensee’s Priority 1 support message within
four (4) hours of SAP’s receipt (twenty-four hours a day, seven days a week) of such Priority 1 support
messages. In the event an action plan is submitted to Licensee as a Corrective Action, such action plan shall
include: (i) status of the error resolution process; (ii) planned next steps, including identifying responsible SAP
resources; (iii) required Licensee actions to support error resolution process; (iv) to the extent possible, due
dates for SAP’s actions; and (v) date and time for next status update from SAP. Subsequent ,,tatus updates shall
include a summary of the actions undertaken so far; planned next steps; and date and time for next status update.
The time for Corrective Action refers only to that part of the processing time when the support message is in the
status "in-process" at SAP.
1.1.3 Service Level Credit. SAP shall have met the stated SLAs provided SAP reacts within the stated time
frames in ninety-five percent (95%) or greater of the aggregate cases for all SLAs within a Calendar Quarter. In
the event Licensee submits less than twenty (20) messages (in the aggregate for all SLAs) subject to the above
stated SLAs in any Calendar Quarter during the Premium Support Services tern!. Licensee agrees that SAP shall
be deemed to have met the stated SLA provided itdoes not exceed the stated SLA time-frame in more than one
support message during the applicable Calendar Quarter. In the event Licensee claims in writing to SAP that
SAP failed to meet the stated SLAs as measured in accordance with this Section 1.1.3, SAP shall investigate
such claim and provide a written report of SLA performance during the applicable Calendar Quarter. Should the
report show that SAP failed to meet the stated SLAs as measured in accordance with this Section 1.1.3, SAP
shall apply a Ser~dce Level Credit ("SLC") to Licensee’s next Premium Support Service Fee invoice equal to
two percent (2%) of Licensee’s Premium Support Service Fee for the applicable Calendar Quarter for each
failure reported and demonstrated in accordance with this Sectbn 1.1.3,, subject to a maximum SLC cap per
Calendar Quarter of fifty percent (50%) of Licensee’s Premium Support Service Fee for such Calendar Quarter.
In order to be considered for SLC hereunder, Licensee must notify SAP in writing of the alleged failtre to meet
the SLAs within thirty (30) days of the close of the applicable Calendar Quarter. The SLC stated in this Section
1.1.3 is Licensee’s sole and exclusive remedy with respect to any alleged or actual failure of SAP to achieve any
applicable SLA. Licensee shall provide reasonable assistance to SAP in its effort to correct any problems or
processes inhibiting SAP’s ability to achieve the SLAs.
1.1.4 In the event Licensee’s productive use of the Software or the Priority 1 message is not closed or the Priority 1 message
status is not lowered within two (2) business days (Monday-Friday, excluding United States and German legal or public
holidays), SAP reserves the right, in SAP’s sole judgment, to provide additional support at Licensee’s site where the
Designated Unit is located for the purpose of restoring productive use of the Software. The parties shall agree in writing as to
the scope and duration of the on-site support on a case-by-case basis. The additional on-site support shall in no case extend
past the time when Licensee resumes productive use of the Software and shall not depend on closure of the Priority 1
message or the lowering of its status to a lower priority level.
1.1.5 Premium Support Services are only available for SAP Software products for which Licensee is receiving standard
Maintenance services. Licensee shall submit such support messages via the SAP Solution Manager Software in accordance
with SAP’s then current support message processing log-in procedure which contain the relevant details necessary (as
specified in SAP Note 16018 or any future SAP Note which replaces SAP Note 16018) for SAP to take action on the reported
error related to an identified Licensee productive installation of SAP Software. Licensee must provide reproducible errors in
order for SAP to provide the SLAs specified herein. The SLAs specified herein shall not apply to: (i) support messages related
to SAP Software products that are in shipment status "restricted shipment" as identified in SAP’s Release Strategy published
on the SAP Service Marketplace; (ii) support messages related to SAP Software products that are in a maintenance status of
"Customer Specific Maintenance"; (iii) support message for a release, version and/or functionality of SAP Software developed
specifically for Licensee, e.g. by SAP Custom Development and/or by an SAP AG subsidiary; (iv) support messages regarding
countr,j versions that are not part of the SAP standard software and instead are realized as partner add-ons, enhancements,
or modifications (even if these country versions were created by SAP or an associated organization); (v) the root-cause of the
reported error is functionality not covered in the Documentation and not an error in the SAP Software; and (vi) submitted error
messages that have been assigned to remote consulting.
1.2 SAP Premium Support Advisor. SAP shall designate one (1) resource in the SAP Active Global Support
("AGS") Organization at one of SAP’s support centers to be Licensee’s support contact person. Upon request
from Licensee, this Support Advisor shall be responsible for: (i) planning, coordinating and delivering (in
cooperation with Licensee) the Assessments described in Section 1.3 below; (ii) advising Licensee on the
implementation of recommended actions resulting from delivery of SAP support services; (iii) periodic follow-
up with the Licensee with respect to mutually agreed actions resulting from the Assessments; (iv) acting as an
additional escalation contact for exception handling in the support process; (v) providing information regarding
SAP products, strategy, news and best practices as related to support and operational issues; and (vi) facilitating
Licensee’s certification of the Customer Competence Center.
The designated SAP Support Advisor shall be available via telephone and email during normal business hours in
a time zone mutually agreed to by the parties Normal business hours are 8:30 am to 5:30 pm local time,
Monday through Friday unless otherwise agreed to in writing by the parties. SAP hall make available a
substitute Support Advisor during any periods where the primary Support Advisor is unavailable. All Services
of the designated SAP Support Advisor shall be coordinated with Licensee’s designated Premium Support
Program Manager, as described in Section 2 below.
1.3 Assessment Sen, ices. Licensee and SAP agree to jointly conduct an initial assessment (’"SAP Premium
Support Setup Service") and thereafter one (1) assessment per calendar year during the Premium Support
Services term ("Annual Assessment"). The focus of the SAP Premium Support Setup Service may include: (i)
securing remote connectivity betn~,een Licensee and SAP; (ii) explaining best practices for collaboration with
SAP Active Global Support Organization; (iii) reviewing Licensee solution landscape for SLA readiness; (iv)
review of Licensee project roadmap; and (v) initiating Licensee’s use of SAP Solution Manager. Thereafter,the
Annual Assessments shall be a review of Licensee’s solution landscapeand priorities as may be mutually agreed
by the parties. Such Annual Assessments may address the following areas: (i)technical risk analysis of a
planned SAP solution (system landscape and core business processes)and plan for SAP related implementation
projects; (ii) software operational readiness or software operational optimization assessment and plan for
supporting a new SAP solution; and (iii) SAP Solution Optimization Assessment for a productive SAP solution
(including potential landscape optimization possibilities). The output of such Assessments shall be a summary
service report which may include findings, risks or issues identified, and corresponding recommendations. Such
Assessments shall be scheduled for delivery at dates and times mutually agreed to by the parties. Licensee is
responsible for making the necessary internal arrangements for the delivery out of the Assessment Services
hereunder on a non-interference basis. Licensee agees to provide appropriate resources, including but not
limited to equipment, data, information, workspace and appropriate and cooperative personnel, to facilitate the
performance of the Assessment Services hereunder.
2.Licensee Requirements for SAP Premium Support Services.
2.1 SAP Premium Support Services Program Management. Licensee shall designate an English speaking Premium
Support Program Manager. Such Premium Support Program Manager shall cooperate with the designated SAP
Support Advisor to administer the terms of this Schedule. Licensee’s designated Premium Support Progam
Manager shall be Licensee’s authorized representative empowered to make necessary decisions for Licensee or
bring about such decision without undue delay.
2.2 Other Requirements. In order to receive Premium Support Services hereunder, Licensee must:(i)
continue to pay all Maintenance Fees and Premium Support Service Fees for the So,rare licensed under and in
accordance with the Agreement; (ii) otherwise fulfill its obligations under the Agreement and this Schedule; (iii)
have installed, configured ~nd be using the then current release of SAP Solution Manager So~vare system or
(available in accord with SAP Maintenance services), with the latest patch levels for Basis, ABAP, and the latest
SAP Solution Manager Software support packages, as the Service delivery platform for documenting top issues,
core business processes and critica! system information for the SAP Software products for which Licensee is
receiving standard Maintenance services; (iv) document all core business processes and system landscapes in the
SAP Solution Manager Software system; (iv) activate SAP EarlyWatch Alert for all SAP Sofrware for which
Licensee receives standard Maintenance; and (v) inform SAP of planned changes to Licensee’s system
landscape.
3.References and Publicity. Licensee agrees to provide telephone references for prospective SAP customers.
Licensee also agrees to provide press testimonials, releases and announcements at SAP’s request.
4.Term and Termination. The term of the Premium Support Services specifiedherein shall be two (2) years
from the effective date of this Schedule ("Initial Term"). Following the expiration of the Initial Term, this
Schedule shall automatically renew for additional one (1) year terms unless terminated by either part), upon
ninety (90) days written notice prior to the anniversarT date of this Schedule. Premium Support Sen, ices offered
by SAP may be changed annually after theinitial Term by SAP at any time upon three (3) months prior written
notice. Notavithstanding the forgoing, SAP may terminate Premium Support Services after thirty (30) days
written notice of: (i) Licensee’s failure to pay Premium Support Services Fees hereunder or Maintenance Fees
under the Agreement; or (ii) other Licensee breach unless cured within such thi~. (30) day period. Premium
Support Services hereunder will terminate effective the same dateof any termination of standard Maintenance
under the Agreement. In the event of terminationhereunder, Licensee shall be entitled to a prorata refund of any
prepaid Premium Support Service Fees for the period in v~.hich such termination occurred.
ATTACHMENT C
Amendment 2
issued July 25, 2007
to Appendix 1
effective July 22, 2002
to
Software End-User License Agreement ("Agreement")
between
CITY OF PALO ALTO ("Licensee")
and
SAP Public Services, Inc. ("SAP")
As of the issuance date of July 25, 2007 this Amendment 2 modifies the above referenced Appendix 1 to
the Agreement between the parties. In any instance in which a provision of this Amendment 2 contradicts
or is inconsistent with the provisions of Appendix 1 or the Agreement, the provisions of this Amendment 2
shall prevail and govern and the contradicted or inconsistent provisions of the Agreement or Appendix 1
shall be deemed amended accordingly.
SAP and Licensee agree that Appendix 1 to the Agreement effective July 22, 2002 is modified as follows:
1.)The following additional Section is hereby added to Section 6 of Appendix 1:
PREMIUM SUPPORT SERVICE AND PAYMENT: Premium Support Service offered by SAP is set
forth in the Maintenance Schedule Addendum for Premium Support Services to the Agreement and
subject to the Maintenance Schedule. In addition to the Maintenance Fees described above, the
annual Premium Support Service Fee is USD 21,928 (5% of USD 438,568). Premium Support
Service Fees are subject to change once during a calendar year upon ninety (90) days notice to
Licensee. Premium Support Service Fees set forth above do not include federal, state or local
taxes. Premium Support Service Fees are invoiced on an annual basis effective January 1 of a
calendar year and payable Net 30 days from date of invoice. Any Premium Support Service Fees
due prior to January 1 are invoiced on a pro-rata basis for the given calendar year in effect.
EXCEPT AS HEREIN PROVIDED, NONE OF THE PROVISIONS OF APPENDIX 1 OR THE
AGREEMENT SHALL BE AFFECTED BY THiS AMENDMENT.
ACCEPTED BY:
SAP Public Services, Inc.
Name:2~~ .. B~
Title:
ACCEPTED BY:
CITY OF PALO ALTO
By:
Name:
Title:
ATTACHMENT D
EXTENDED MAINTENANCE SERVICE
MAINTENANCE SCHEDULE ADDENDUM for EXTENDED MAINTENANCE SERVICE ("Schedule")
to
SAP PUBLIC SERVICES, INC. ("SAP")
SOF’I3NARE END-USER LICENSE AGREEMENT effective Ju.ly 22, 2002 ("License Agreement")
with
CITY OF PALO ALTO ("Licensee")
This Schedule is hereby annexed to and made a part of the Agreement specified above. In each instance in which
provisions of this Schedule contradict or are inconsistent with the provisions of the License Agreement, its Appendices or
Maintenance Schedules (together, the "Agreement"), the provisions of this Schedule shall prevail and govern, and the
contradicted or inconsistent provisions of the Agreement shall be deemed amended accordingly.
1. SAP represents and Licensee acknowledges that Maintenance (as that term is used in the Agreement) for the
Versions of SAP PJ3 Release 4.6C shall terminate no later than December 31, 2006 and, other than as set forth herein,
SAP shall have no other Maintenance, support or upgrade obligation with respect to the aforementioned Versions of these
SAP PJ3 Releases.
2. As set forth herein, SAP offers and Licensee accepts Extended Maintenance Service for the installation(s) of SAP
PJ3 Release 4.6C identified below. Licensee acknowledges that Extended Maintenance Services shall end December 31,
2009 without further notice from SAP and Licensee shall use best efforts to migrate to a supported Release of the
Software by this time. Following the termination of Extended Maintenance Services, Licensee may be eligible for SAP’s
then-current Customer Specific Maintenance program. Contact your SAP representative for further details on this
offering. Extended Maintenance Services offered by SAP may be changed by SAP at any time upon three (3) months
prior written notice. Extended Maintenance Services may be terminated by either party in writing at any time upon three
(3) months’ prior written notice and Licensee shall be entitled to a pro-rata refund of prepaid Extended Maintenance
Services fees.
3. The Fee for the Extended Maintenance Services for the installations specified herein is USD 0.00. This Fee does
not include federal, state or local taxes and is in addition to the Maintenance Fees set forth in the Agreement. This Fee
shall be invoiced upon execution of this Addendum and is payable thirty (30) days after the date of invoice. In order to
receive Extended Maintenance Service, Licensee must pay the Maintenance Fees for the Software licensed under and in
accordance the Agreement (including SAP Remote connection fees) and comply with all SAP then-current CCC requirements.
4.SAP shall perform Extended Maintenance Services solely for the installation(s) specified below:
Customer
Number
486884
Installation SAP R/31nstallation Specific Extended Maintenance
Number Release Termination Date
20127091 4.6C December 31,2009
Note: SAP must be notified in writing of any changes related to the above information. Changes may result in an
increase to the Maintenance Fee due for the Extended Maintenance Service referenced herein. Notice must be delivered
in accordance with section 5 below. For each installation stated above, SAP will perform Extended Maintenance Services
for both Productive Use and Non-Productive Use systems that are part of such installation(s).
5. For Software subject to Extended Maintenance Services to be installed on a specific Licensee or Affiliate Designated
Unit within the Territory, Licensee shall provide SAP with written notice of the type/model, serial number and location of
each Designated Unit. Such notice shall be sent to: SAP Contract Department, Attention: VP of Contracts, 3999 West
Chester Pike, Newtown Square, PA 19073.
6. In the event Licensee desires to change the system landscape for either the Productive Use or Non-Productive Use
system(s), Licensee shall notify SAP in advance to determine whether any such change will have any impact on delivery
of Extended Maintenance Services. Further details on the existing scope and restrictions of Extended Maintenance are
described at http://service.sap.com/maintenance -> Maintenance Strategy -> Order Extended Maintenance -> SAP R]3
4.6C -> Scope and Restrictions. Extended Maintenance Services is not available for the Software when used in
conjunction with certain operating systems, databases, middleware and third party software, as some of these products
may no longer be supported by their vendors. Licensee may be required to upgrade to supported versions of the
aforementioned products in order to receive Extended Maintenance Service.
7. Extended Maintenance Service includes, support via telephone, remote support/update, SAP Remote connection
[formerly known as SAP’s Online Software Services (OSS)], the mySAP Services stated in Section 8 below, and may
include Software correction packages and Legal Change Packages (subject to Section 6 above). Extended Maintenance
SAP Confidenffal Page 1
EXTENDED MAINTENANCE SERVtCE
Service does not include the delivery of Releases, Versions, or Correction Levels, or the adaptation of any Modifications or
Extensions developed by or for Licensee to new Releases or Versions. In order to receive Extended Maintenance Service
hereunder, Licensee must make all required remote support and update connections to each Designated Unit, at its
expense, as requested by SAP.
8. mySAP Services: Provided Licensee is paying standard Maintenance Fees and the Extended Maintenance Fees,
Licensee currently receives a choice of one (1) of the following services per live installation per year:
A. One (1) remote SAP GoingLiveTM Check for any new Software or other SAP application implementation;
B. One (1) SAP GoingLive Functional Upgrade Check for an upgrade to a higher functional Release (e.g. from PJ3
4.0 to 4.6); or
C. One (1) SAP OS/DB Migration Check. This OS/DB Migration Check assists the Licensee in preparing for a
migration of an operating system or database. Migration is the responsibility of the Licensee.
In addition to these options, and provided Licensee is paying standard Maintenance Fees and the Extended Maintenance
Fees, Licensee is currently entitled to receive up to two (2) remote SAP EarlyWatch Checks for the continual optimization
of Licensee’s already live system.
To schedule a GoingLive Check, GoingLive Functional Upgrade Check, OS/DB Migration Check, or EarlyWatch Check,
Licensee must contact SAP Active Global Support at 800-677-7271 or internationally at 610-661-7241 and choose option
6. To assist Licensee in this, SAP has established the following scheduling pre-requisites:
A. The customer must provide remote access to its production system.
B. To receive the GoingLive Check or GoingLive Functional Upgrade Check Licensee must inform SAP at least
three (3) months prior to your go live or upgrade date.
C. To receive the EarlyWatch Check, SAP requests a minimum of three (3) months advanced notification. In
addition, Licensee must send the EarlyWatch Alert data to SAP on at least a monthly basis and cooperate with SAP in
reviewing the data and determining the proper deployment of the EarlyWatch Check based on the EarlyWatch Alert data.
D. To receive the OS/DB Migration Check, Licensee must comply with all of the then current pre-Check
requirements. These requirements currently include hiring a certified OS/DB migration consultant, proper testing,
installation of tools, and advance scheduling. Contact your local SAP Customer Support Representative for more
information.
Further information and detail about individual SAP services can be found on the Service Marketplace via:
www.service.sap.com/sut3~ort
Accepted by:Accepted by:
SAP Public Services, Inc.
(SAP) ~ ~
By:
Title:
City of Palo Alto
(Licensee)
By:.
Title:
Date:
Reviewed by Contracts
COMMONWEALTH OF PENNSYLVf~Nt,~q
Notarial Seal IlJc~nnifer J. Wray, Notary Public ~
Newtown Twp., Delaware County t
My Commission Expires June 16, 2011.._.~.
Member, Pennsylvania Association of Notaries
SAP Confidential Page 2
ATTACHMENT E
Appendix 8
effective July 25, 2007 ("Appendix")
to
SAP PUBLIC SERVICES, INC. ("SAP")
SOFTWARE LICENSE AGREEMENT effective July 22, 2002("Agreement")
with
CITY OF PALO ALTO ("Licensee")
This Appendix is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions
of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall
prevail and govern.
LICENSED SOFTWARE: The Software licensed to Licensee pursuant to this Appendix consists of the components
identified below and specified as being licensed ("Software"). Only individuals licensed as Named Users hereunder
are permitted to Use the SAP Software and third party Software licensed herein (including optional Software). Such
Use shall be in accordance with their respective Named User type and in accordance with identified licensed Level. At
SAP’s request, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the
Software. SAP agrees that the initial request for such report wilt occur twenty-four (24) months following the effective
date of the Agreement or twelve (12) months following the effective date of this Appendix, whichever occurs later, and
will continue annually thereafter.
Licensed SAP Software may utilize limited functionality of other SAP Software products ("SAP Runtime Software").
Unless Licensee has expressly licensed the SAP Runtime Software (under this or a separate Appendix), Licensee’s
Use of such SAP Runtime Software is limited to access by and through the licensed SAP Software for the sole purpose
of enabling performance of the licensed SAP Software.
There are no applicable country/language specific versions licensed by Licensee from SAP hereunder, tn the event
Licensee Uses the SAP Software to build and/or operate a custom developed or third party application, additional
license fees may be required.
1.1 OPTIONAL SUPPLEMENTARY SOFTWARE LICENSED:
X Interactive Forms based on Number of SAP Named Users
Adobe - Enable the Enterprise *(includes 20 Interactive Form
Templates)
1,105
* Only the Professional, Type 1 Limited Professional, and Employee Named User Types licensed in
Appendix 1, effective July 22, 2002 to the Agreement, may Use the Software licensed in this Appendix 8.
Type 2 Limited Professional Users are excluded from such Use.
1.2 DATABASE INTERFACE: _X_
LICENSE FEE AND PAYMENT: The Net License Fee to Licensee for the Software specified above is USD 44,752
which shall be invoiced upon execution of this appendix and is payable net thirty (30) days from date of invoice.
INSTALLATION: For Software to be installed on a specific Licensee or Affiliate Designated Unit within the Territory,
Licensee shall provide SAP with written notice of the type/model and serial number and location of each Designated
Unit and the number of Users allocated to each such Designated Unit prior to such installation. Such notice shall be in
a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contracts Department, Attention:
Director of Contracts, 3999 West Chester Pike, Newtown Square PA, 19073.
DELIVERY: Delivery of the above-specified Software and Documentation is estimated to take place in July, 2007.
Physical delivery wilt be free on board shipping point to the Licensee at the following location: 250 Hamilton Avenue,
Palo Alto, CA 94301
MAINTENANCE FEE AND PAYMENT: Maintenance service offered by SAP is set forth in the Maintenance Schedule
to the Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to the Agreement shall
commence as of the first day of the month following initial delivery of the Software.
The Maintenance Fee for the Software licensed under this Appendix is priced at the then current factor in effect
(currently 17%) multiplied by the then current Net License Fee for the licensed Software. The current annual
Maintenance Fee for the Software licensed under this Appendix is USD 7,608 (17% of USD 44,752). Maintenance
Fees are subject to change once during a calendar year upon ninety (90) days notice to Licensee. Maintenance fees
set forth above do not include federal, state or local taxes. Maintenance Fees are invoiced on an annual basis
effective January 1 of a calendar year and payable Net 30 days from date of invoice. Any Maintenance Fees due prior
to January 1 are invoiced on a pro-rata basis for the given calendar year in effect.
PREMIUM SUPPORT SERVICE AND PAYMENT: Premium Support Service offered by SAP is set forth in the
Maintenance Schedule Addendum for Premium Support Services to the Agreement and subject to the Maintenance
Schedule. In addition to the Maintenance Fees described above, the annual Premium Support Service Fee is USD
2,237 (5% of USD 44,752). Premium Support Service Fees are subject to change once during a calendar year upon
ninety (90) days notice to Licensee. Premium Support Service Fees set forth above do not include federal, state or
local taxes. Premium Support Service Fees are invoiced on an annual basis effective January 1 of a calendar year
and payable Net 30 days from date of invoice. Any Premium Support Service Fees due prior to January 1 are invoiced
on a pro-rata basis for the given calendar year in effect.
6 THIRD-PARTYDATABASE:
The Software licensed hereunder requires a third party database product which has either been integrated or pre-
installed as part of the Software, or which must be installed to Use the Software. Third party database product
functionality as integrated in the Software may differ from a non-integrated third party database product. Each third
party database product is subject to its respective third party vendor License Agreement. This Agreement does not
contain a license to use the integrated third party database product. Licensee has no right to use and are not licensed
to use the copy of the third party database until Licensee has executed the Agreement, this Appendix and execute a
third party database license agreement for the third party database. Upon request, Licensee shall provide to SAP the
invoice number and/or license number and corresponding date for the third party database.
SAP makes no representations or warranties as to the terms of any license or the operation of any third-party database
or other software obtained directly from a third party supplier by Licensee. Licensee is responsible for support and
maintenance of the third-party database and other software licensed from a third party supplier, and SAP has no
responsibility in this regard.
PUBLICITY: In consideration of the discount provided in item 2 of this Appendix, Licensee agrees to provide
telephone references for prospective SAP customers. Licensee also agrees to provide press testimonials, releases
and announcements at SAP’s request.
VALIDITY OF OFFER: The validity of this Appendix will expire July 31, 2007, unless sooner executed by Licensee, or
extended in writing by SAP.
Accepted by:Accepted by:
City of Palo Alto
(Licensee)
By:
Title:
Date:
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
J~qnif~r J. Wray, Notary Public
New, own Twp., Delaware Count,
My Commission Expires Jure 16. 2011
Member. Pennsylvania Association of Notaries
Schedule 1 to Appendix 8 effective July 25, 2007
Designated Unit Information
Name of Licensee or .Subsidiary where Designated Unit is located:
Designated Unit(s) to be identified by Licensee to SAP in writing.
Type/Model No.:
Serial No.:
Location of Designated Unit:
Telephone Number:
Software Delivery Contact Person:
Hardware Information
Manufacturer Model
operating.System
Manufacturer Release
Database*
Manufacturer Release
* Note: When Database is licensed from the vendor directly, insert P.O. Number
Number and Date
, Invoice
Name Date
Title
(Licensee)
ATTACHMENT F
Appendix 9
effective July 25, 2007 ("Appendix")
to
SAP PUBLIC SERVICES, INC. ("SAP")
SOFTWARE LICENSE AGREEMENT effective July 22, 2002 ("Agreement")
with
CITY OF PALO ALTO, CA ("Licensee")
softwareRWD Technologies, Inc. ("RWD")~
The parties agree that this Appendix 9, effective July 25, 2007 will supersede in all respects Appendix 3, effective July 22, 2002. The
parties hereby terminate Appendix 3, and notwithstanding its provisions, none of the terms or conditions provided therein shall survive
termination. All Proprietary Information provided to Licensee thereunder shall be covered under the terms and conditions of the
Agreement and this Appendix. This Appendix is hereby annexed to and made a part of the Agreement specified above. The following
Articles and Provisions of the Agreement are specifically incorporated herein by reference: 1 (Definitions), 2 (License Grant), 4 (Price
and Payment), 5 (Term and Termination), 6.1 (SAP Proprietary Information), 6.2 (Protection of Proprietary Information), 7.3 (Express
Disclaimer), 9 (Limitation of Liability), 10 (Assignment) and 11 (General Provisions). Unless stated otherwise herein, all other
provisions of the Agreement are specifically excluded with respect to this Appendix. In each instance in which provisions of this
Appendix contradict or are inconsistent with the incorporated provisions of the Agreement, the provisions of this Appendix shall prevail
and govern.
1.LICENSE GRANT:
1.1 Software licensed by Licensee from SAP hereunder ("RWD software") is as follows:
SAP Productivity Pak by RWD ("PP") and SAP Productivity Pak Help Launchpad by RWD ("Launchpad")
LICENSED:
NUMBER of LICENSED SAP USERS
Professional and
Limited Professional Users Employee Users
SAP Productivity Pak by RWD
SAP Productivity Pak Help Launchpad by RWD
28~8 817
28__~_8 817
1.2 DATABASE:
X DATABASE INTERFACE
LICENSE FEE AND PAYMENT: The Net License Fee to Licensee for the RWD software licensed in Item 1 above is USD
44,588 which shall be invoiced upon execution of this Appendix and is payable net thirty (30) days of the date of invoice.
In the event Licensee exceeds the License Grant specified herein, and/or Licensee desires to expand the License Grant
specified herein to include additional Affiliates, divisions or business units not identified herein Licensee agrees to provide written
notice to SAP. SAP reserves the right to modify the Agreement to reflect such increase in the License Grant, recalculate the Net
License Fee and Maintenance Fee accordingly and invoice Licensee for such increased license and maintenance fees based on
SAP’s then current pricing in effect.
Upon SAP’s reasonable request, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee’s usage of the
RWD software licensed under this Agreement.
INSTALLATION: For the RWD software to be installed at a specific Licensee and/or Affiliate site within the Territory, Licensee
shall provide SAP with written notice of the location of each computer and the number of Users, licensed in Item 1, allocated to
each such device within sixty (60) days of the use of such device. Such notice shall be sent to: SAP Contract Department,
Attention: Contracts Director, 3999 West Chester Pike, Newtown Square, PA 19073. Licensee shall be responsible for
installation of the RWD software.
DELIVERY: Delivery of the above-specified RWD software is estimated to take place in July, 2007. Physical delivery will be
freight on board shipping point to the following location: Palo Alto, CA
MAINTENANCE FEE AND PAYMENT:
5.1 To the degree RWD makes such maintenance services generally available to SAP, Licensee may request and SAP shall
provide maintenance service ("Maintenance") with respect to the RWD software, so long as Licensee is subscribing for and
paying for Maintenance. Maintenance currently includes the delivery of releases and versions of the RWD software made
available to SAP, support via telephone, coordination of defect correction with RWD, and SAP’s Online Software Services.
Maintenance, from SAP, for the RWD software licensed hereunder is limited to the United States sites previously identified in the
Agreement and related Appendices. Notwithstanding anything to the contrary in the Agreement, Licensee acknowledges RWD’s
standard hours of maintenance service are Monday through Friday, 8:30 a.m. to 5:30 p.m., eastern standard time, except for
holidays as observed by RWD; further, Licensee acknowledges that for each release, RWD will offer maintenance services
through SAP only for the most recent version and the version immediately prior thereto. After a new release becomes
commercially available, RWD will provide maintenance services through SAP only for such new release and, until a new version
of the new release becomes available, for the latest version of the prior release. In order to receive Maintenance hereunder,
Licensee must make all required remote support connections to each Designated Unit, at its expense, as requested by SAP.
Licensee shall appoint no more than 5 individuals who are knowledgeable in the operation of the RWD software to serve as
primary contacts in the event that Licensee needs to contact RWD for support. The identification and number of Key Users will
be specified in Schedule 1 to this Appendix. All of Licensee’s support inquiries shall be initiated solely through these Key Users.
Licensee shall have the right to appoint substitute individuals to serve as Key Users provided the names of the new individuals
and the individuals being substituted are communicated to SAP in writing. Licensee shall have the right to appoint additional
individuals to serve as Key Users upon mutual agreement of the Licensee and SAP.
5.2 Maintenance at such United States site(s) shall commence August 1, 2007. Maintenance Fees for the software licensed
under this Appendix, for the total number of Users specified above, is USD 7.580 (’17% of the RWD license fees) per year.
Maintenance fees are subject to change upon ninety (90) days notice to Licensee. Maintenance fees set forth above do not
include federal, state or local taxes.
5.3 In the event Licensee elects not to commence Maintenance upon the first day of the month following initial delivery of the
RWD software, or Maintenance is otherwise declined for some period of time, and is subsequently requested or reinstated, SAP
will invoice Licensee the accrued maintenance service fees associated with such time period plus a reinstatement fee.
LIMITATION OF LIABILITY: In no event shall SAP’s total liability for damages of any kind or nature in any way arising from or
related to the RWD software licensed hereunder exceed an amount equal to the Net License Fee identified in Item 2 hereof.
THIRD-PARTY DATABASE:
7.1 The software licensed hereunder currently requires a MS SQL database product, which is a third party product, and which
has either been integrated or pre-installed as part of the software, or which must be installed to Use the software. If integrated,
the third party database product functionality as integrated in the software may differ from a non-integrated third party database
product. Any third party database product is subject to its respective third party vendor License Agreement. This Appendix does
not contain a license to use any third party database product, even.if inteqrated. Licensee has no right to use and is not licensed
to use any copy of the third party database until Licensee has executed the Agreement, this Appendix, and a third pa~y
database license agreement for the applicable third party database. Upon request, Licensee shall provide to SAP the invoice
number and/or license number and corresponding date for the third party database.
SAP makes no representations or warranties as to the terms of any license or the operation of any third-party database licensed
or obtained directly from a third party supplier by Licensee. Licensee is responsible for support and maintenance of the third-
party database licensed from a third party supplier, and SAP has no responsibility in this regard.
VALIDITY OF OFFER: The validity of this Appendix will expire July 31, 2007, unless sooner executed by Licensee, or extended
in writing by SAP.
Accepted by:Accepted by:
SAP Public Services, Inc.
Title: . ~ .
City of Palo Alto, CA
Licensee
By:
Title:
Date:
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
J,~nnifer J. Wray, Notary Public
Newtown Twp., Delaware Counbl
My Commission Expires June 16, 20t 1
Member. Pennsylvania Association of Notaries
Schedule 1
to Appendix 9 effective July 25, 2007
Software and User Allocation
Licensee -- please assist with inserting this information
Contact Data
Customer Name:
*Shipping Address:
City/State/Zip:
Contact Name:
Contact Phone Number:
Contact E-Mail Address:
* Shipping address must be a street address, PO Box is not sufficient.
I Contact Fax Number:
Products Licensed:
NUMBER of LICENSED NUMBER of LICENSED SAP
SAP Professional and Limited Employee USERS
Professional USERS
SAP Productivity Pak by RWD
SAP Productivity Pak Help
Launchpad by RWD
Current SAP Release:Microsoft Windows Version:
Microsoft Office Version:SAP GUI Version:
Account Executive Name:} Phone No.:
Fax No.:
Date Form Completed:Contract Start Date:Maint. Start Date:
Maint Fee:
ATTACHMENT G SAP Productivity Pak Trainin~
Statement of Work
issued July 25, 2007 ("SOW")
to
Professional Services Agreement ("Agreement")
between
SAP Public Services, Inc. ("SAP")
and
City of Palo Alto ("Licensee")
Project Name: SAP Productivity Pak Implementation and Training
This Statement of Work ("SOW") and the terms and conditions of the SAP Professional Services Agreement, having an
Effective Date of December 6, 2004 describe the Services to be provided to Licensee in support of the implementation of
the SAP Software at the rates listed in Exhibit 1 of this SOW, which is hereby incorporated by reference, as authorized by
Licensee by signing this SOW.
1.SCOPE AND APPROACH
Licensee requires SAP@ Productivity Pak by RWD (branded by RWD Technologies as RWD uPerformTM) software
implementation and training Services (hereinafter referred to as the "Project"). The assigned Consultant will assist
Licensee in the training and coaching of a certain number of users of the SAP Productivity Pak software licensed by
Licensee under an Appendix to the End-User Agreement and will assist Licensee in gaining a better understanding of how
the SAP Productivity Pak software is used to support the creation of SAP performance support and system
documentation.
Licensee is owner of the Project and is responsible for and controls the implementation, scope, costs, resources and
targeted solutions. Licensee shall designate a Project Manager to work with the Consultant Project Manager to facilitate
the provision of the Services. It is mutually understood that business requirements, resources and dates may change.
Licensee is responsible for revising the estimated project plans and requesting changes to the requirements for SAP
Services. The SAP Project Manager will assist in planning the project, selecting resources and quality checking the
activities and progress.
The Project will start on or about August 1, 2007 and has an estimated end date of September 1, 2007 (the "Duration").
The SAP Consultants will provide support as specified by Licensee according to the project plans. Licensee agrees to
provide SAP at least fourteen (14) days prior written notice of a request to withdraw the services of any assigned SAP
Consultant when such withdrawal is less than the planned Duration listed in this Statement of Work.
SAP will assign an SAP Productivity Pak Consultant for 120 hours to:
A. Facilitate a planning workshop to assist with the creation of a formal roll-out plan as it relates to Licensee’s current
documentation, training and performance support initiatives.
B. Assist Licensee with the installation of SAP Productivity Pak server software.
C. Assist Licensee with the implementation of business model(s), processes, workflows, document libraries and
taxonomies in SAP Productivity Pak based on identified project requirements.
D. Assist Licensee with the migration from Licensee’s existing RWD Info Pak solution to SAP Productivity Pak. This
includes migration of the existing RWD Info Pak content, glossary and website hierarchy to SAP Productivity Pak.
E. Conduct training for up to 15 participants on the SAP Productivity Pak content authoring components including
recording, editing, annotations, glossary, local publishing, checking documents in and out, and participating in
workflows and collaboration. Training materials will be provided for up to 15 participants.
F. Conduct training for up to 5 participants on the SAP Productivity Pak administrative components, including
working with document libraries, templates, glossary, web site, workflow, and publications. The author training is
a prerequisite to the Administrator Training. Training materials will be provided for up to 5 participants.
2.PROJECT ASSUMPTIONS AND RESPONSIBILITIES
To facilitate the performance of the Services, Licensee agrees to provide appropriate project resources, including but not
limited to equipment, data, information, workspace and appropriate and cooperative personnel as follows:
Page 1 of 5
SAP Productivity Pak Training
A.On-site Services shall be provided at Licensee facilities and Licensee shall provide office space for on-site work
with access to telephones, printers, and copiers.
B. Based on the preliminary assumptions, SAP assumes Licensee will utilize SAP Productivity Pak.
C. SAP reserves the right to, in its own discretion; to replace any assigned Consultant with a SAP Consultant with
equivalent skills. This replacement will be executed with reasonable written notice to Licensee.
D. Licensee shall provide appropriate and cooperative personnel to attend meetings, review documents, assist with
IT matters, and make timely decisions so that project delays are not incurred.
E. With SAP’s assistance, Licensee shall install the SAP Productivity Pak client software on up to 15 workstations
prior to the start of training. The SAP Productivity Pak server software must also be installed including SAP
Productivity Pak Help Launchpad.
F.Licensee shall ensure administrative rights are provided for all SAP Productivity Pak-based workstations to allow
proper installation of the client-based SAP Productivity Pak components.
Licensee agrees that any change to or any failure by Licensee to fulfill any of the assumptions/responsibilities set forth
herein may affect SAP’s ability to provide timely and efficient Services hereunder and that SAP’s fees shall be subject to
change.
3.ASSIGNED SAP CONSULTANTS
SAP will support the Project implementation by providing Consultants to be located at designated Licensee facilities.
Licensee agrees and understands that the assigned SAP Consultant(s) will occasionally perform Services on the Project
implementation from a SAP office.
The Consultant(s) assigned to Licensee to work on this Project is:
Estimated Start
Function E Level Hourly Rates Date
Procuctivity Pak Consultant E5 USD 250.00 08/01/07
Estimated Total Costs
Estimated
Duration Hours
120
Estimated Labor
Costs
USD 30,000.00
USD 30,000.00
4.COMPENSATION OF SAP
The Services provided by SAP will be invoiced monthly, on a time and expense basis, and will include a summary of the
hours charged by category and all applicable expenses. All payments are due thirty (30) days from date of invoice.
The estimated cost of the Project is USD 30,000 excluding travel costs and expenses. This estimate is intended solely for
Licensee’s budgetary and SAP’s resource scheduling purposes.
Any invoice discrepancies and/or disputes will be documented by Licensee and forwarded to SAP within 14 days of the
receipt of the invoice.
SAP will mail invoices monthly to the following Licensee billing address:
250 Hamiliton Ave.
Palo Alto, CA 94301
Lisa Mainarick-Bolger .Lisa Mainarick-Bolger
250 Hamiliton Ave.
Palo Alto, CA 94301
Lisa. Mainarick-Bol.q er@CitvofPaloAIto.org
(650) 329-2654
Licensee will provide to the SAP contact its authorized Purchase Order
Licensee’s execution of this SOW.
SAP Contact for Invoice Questions
Maryellen Ruiz
SAP America, Inc.
3999 West Chester Pike
Newtown Square, PA 19073
Maryellen. Ruiz@sap.com
(610) 661-4093
number to SAP within seven (7) days of
Licensee also agrees to pay SAP for additional personal income tax amounts, if any, created by the taxability of
Consultants reimbursed travel and living expenses resulting from long term assignments at Licensee’s locations.
SAP America, Inc. is authorized to invoice on behalf of SAP Public Services for the Services provided pursuant to this
SOW.
Page 2 of 5
~SAP Productivity Pak Training
5. NON-SOLICITATION/NO-HIRE
Neither party shall solicit or hire, in any capacity whatsoever, any of the other party’s employees involved in this SOW
during the term of this SOW and for a period of six (6) months from the termination hereof, without the express written
consent of the other party.
6.CHANGES
Any change to this Statement of Work shall be subject to mutual written agreement of the parties and shall be made in
accordance with Exhibit 2 hereto, Request for Change Procedure, which is hereby incorporated by reference. SAP shall
not commence work on any such change unless and until the change has been agreed to in writing by both parties.
IN WITNESS WHEREOF, the parties have so agreed as of the date written above.
ACCEPTED BY:ACCEPTED BY:
SAP Public Services, Inc.City of Palo Alto
(SAP)(Licensee)
PRINT NAME:PRINT NAME:
TITLE: ~=,, 0 ~ ~ .~o..’-~ .....~ ~~TITLE:
Attachments:Exhibit 1 = Rate Schedule
Exhibit 2 = Request for Change Procedure
oF .
-~Z.
COMMONWEALTH OF PENNSYLVANIA
Notarial Sea! i
Jennifer J. Wray, Notanj Public i
Newtown Twp., Deiawar~ Coun~ l
My Commission Expires June. 16, 2011
Member, Pennsylvania Association of Notaries
Page 3 of 5
Exhibit t
Rate Schedule
to
Statement of Work
issued July 25, 2007 ("SOW")
between
SAP Public Services, inc. ("SAP")
and
City of Palo Alto ("Licensee")
SAP Productivity Pak Training
Rate Schedule: The following categories have been defined for SAP Education consultants:
E1
E2
E3
E4
E5
E6
E7
E8
Junior Consultant
Consultant I
Consultant II
Consultant II1
Senior Consultant!Management Consultant
Lead Consultant/Project Implementation Manage / Implementation Specialist
Developer / Consulting Manager / Platinum or Senior Consultant / Global Support
Manager/Senior Project Implementation Manager’/Industry Specialist
Senior Developer / Consulting Director / Consulting Vice President
The rates applicable to each category in US dollars are as follows:
E1
Hourly/Rate (1)155
Off-Hours Hourly Rate (2)235
On-Call Hourly Rates (3)155
Expenses: as incurred per visit
E2 E3 E4
185 220 250
280 330 375
155 155 155
E5 E6 E7 E8
295 340 390 465
445 510 585 700
155 155 155 155
Mileage:then currentlRS mileage rate
(~)
(2)
Hourly rates are applied to consulting services provided Monday through Friday, 6:00 a.m. - 8:00 p.m., excluding
holidays as observed by SAP.
The following constitutes Off-Hours:
¯SAP observed Holidays
¯Weekends: 8:00 p.m. Friday until 6:00 a.m. Monday
¯Weekdays: 8:00 p.m. until 6:00 a.m.
(3)On-Call service is a pre-arranged service by which Licensee places a request to have a Consultant accessible by
pager for a specified time period. During the period for which a Consultant is accessible by pager, On-Call Rates
will be charged. If a Consultant must actually perform services during the On-Call period, the services will be
billed at the appropriate Hourly Rate or Off-Hours Hourly Rate, instead of the On-Call rate. This service will be
provided remotely via a telecommunications link.
(4)Remote services can be requested via SAP’s toll-free number and are provided via a telecommunications link
during business hours (Monday through Friday, 6:00 a.m. - 8:00 p.m.). Remote services will be provided at the
rates set forth above.
The following notes apply to all categories:
(5)Accommodations, meals and use of public transportation facilities will be charged according to actual expenditure.
For work at Licensee’s premises, a minimum charge amounting to four (4) hours for the given Consultant is
billable. Travel costs are calculated from the Consultant’s principle office.
(6)
(7)
If services are pre-arranged and Licensee cancels with less than two (2) business days notice, Licensee will be
billed for eight (8) hours at the applicable E-Rate.
SAP reserves the right to change the above E-Rates upon 30 days notice. Changed rates shall not apply
retroactively.
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Exhibit 2
Request for Change Procedure
to
Statement of Work
issued July 25, 2007 ("SOW")
between
SAP Public Services, Inc. ("SAP")
and
City of Palo Alto ("Licensee")
SAP Productivity PakTraining~
Any change to the Statement of Work must be agreed to, in writing, by the parties. The following procedure will be used
to control all changes, whether requested by Licensee or SAP.
All Requests for Change ("RFC"), a copy of which is attached hereto, to the Statement of Work must be made in writing
and shall be submitted by the appropriate Project Manager. Each request should contain the following information:
¯Reason for change;
¯Impact, if any, on existing Deliverables and/or definition of additional Deliverables;
¯Estimated impact, if any, on project schedule; and
¯Estimated change, if any, in project fees.
All RFCs must be submitted to the appropriate Project Manager. The Project Manager shall review and accept or reject
the RFC. If rejected the RFC shall be returned to the submitting party with written reasons for rejection and, as
appropriate, any alternatives.
All approved RFCs will be incorporated into the Statement of Work via written Change Order. SAP will not perform any
services outside of the Statement of Work until the Change Order has been signed by the parties.
1.Describe the requested change:
Request for Chanqe
2.Define the impact, if any, on existing work product:
3. Define additional work product required as a result of the requested change, if any:
4.Define the impact, if any, to the existing Project schedule. Provide an updated Project schedule, if appropriate.
5.Provide an updated work product and payment schedule, if appropriate.
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