13082-CONTRACT AMENDMENT NO 5-MARICOPA-CGI-12 YEAR-2019.06.21.DOCX

Amendment No. 5
to
CGI/AMS Upgrade Agreement - Serial 13082-CI
between
Maricopa County, Arizona
and
CGI Technologies and Solutions Inc.
This Amendment No. 5 (“Amendment”) to the CGI/AMS Upgrade Agreement – Serial 13082-CI dated October
23, 2013, as previously amended ("Agreement" or “Contract”) by and between Maricopa County, Arizona
(“County”) and CGI Technologies and Solutions Inc. (“Contractor” or “CGI”) is made effective as of the last
date signed below (“Effective Date”).
WHEREAS, County and CGI entered into the Contract for services, licenses and maintenance for CGI’s proprietary
software known as “CGI Advantage®” and identified subsystems and Bundled Software Products on October 23,
2013;
WHEREAS, the County now desires to engage CGI to provide upgrade/local support services and extend the
managed/hosted services and maintenance for the CGI Advantage ERP System through the current term of the
Contract (i.e. June 30, 2031);
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment No. 5 Structure
The Contract and Exhibits listed in the table below have been either:
 Referenced for historical purposes only to capture Exhibits specific to the County’s transition from
Advantage version 2 to version 3 – which are not applicable to the upgrade efforts under this
Amendment No. 5;
 Amended and restated from the Contract as the Exhibit is still applicable to the overall upgrade efforts
under this Amendment No. 5;
 Deleted in their entirety and replaced to capture items such as updated pricing, licensed software, and
maintenance in support of the County’s upgrade efforts to Advantage 3.11 and Advantage 4 and
associated managed/hosted services and maintenance.
 Newly created in support of the County’s upgrade efforts to Advantage 3.11 and Advantage 4 and
associated managed/hosted services and maintenance.
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Contract Reference Amendment No. 5 Disposition
Contract terms and conditions Amended and restated in its entirety herein as it
will (continue) to govern this Amendment No. 5
Exhibit A – Pricing Deleted in its entirety and replaced to capture
pricing for the local
support/implementation/upgrade services,
licenses, maintenance, and managed/hosting
services.
Exhibit A-1 – Rate Card Deleted in its entirety and replaced to capture
updated rates for 2019
Exhibit B – SOW for Products and Services Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
Exhibit B-1 – Additional Terms and Conditions Amended and restated in its entirety as it will
(continue) to govern this Amendment No. 5
Exhibit B-2 – Managed Advantage Plan Services Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3 and still in effect for the County’s
current Advantage version 3.10.
Exhibit B-3 – Proprietary Software License Deleted in its entirety and replaced to capture
Agreement (“PSLA”) updated software licenses.
Exhibit B-4 – Proprietary Software Maintenance Deleted in its entirety and replaced to capture
Agreement (“PSMA”) updated software maintenance.
Exhibit B-5 – Project Implementation Services Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
Exhibit B-6 – Vendor Response Matrix Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
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Exhibit B-6-1 – Budget and Management Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
Exhibit B-6-2 – Procurement Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
Exhibit B-6-3 – Finance Referenced for historical purposes only as it is
*not attached herein specific to the County’s transition from version 2
to version 3.
Exhibit C – Maricopa County Contractor Travel Deleted in its entirety and replaced to capture
Policy updated County Contractor Travel Policy.
Exhibit D-1 – Amendment No. 5 Upgrade Support Newly created Exhibit under this Amendment
Services SOW No. 5 to account for CGI’s scope of services
necessary to upgrade the County to Advantage
version 3.11 and Advantage version 4 and host
those solutions upon their respective Go-Live
dates.
Exhibit D-2 – Amendment No. 5 Managed Newly created Exhibit under this Amendment
Advantage Plan Services SOW No. 5 to account for CGI’s scope of services
necessary to upgrade the County to Advantage
version 3.11 and Advantage version 4 and host
those solutions upon their respective Go-Live
dates.
The Contract and Exhibits as attached herein have been incorporated and form this Amendment.
Except as provided below, all other terms and conditions of the Contract shall remain unchanged and in full
force and effect and are hereby ratified and reaffirmed by the parties hereto. In the event of any conflict or
inconsistency between the provisions set forth in the Amendment and the Contract, this Amendment shall
govern and control.
2. Governing Documents for this Amendment No. 5
A. Contract (Serial 13082-CI) – as amended and restated herein;
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B. Exhibit B-1 – Additional Terms and Conditions – as amended and restated herein;
C. Exhibit D-1 – Amendment No. 5 Upgrade Support Services SOW – as stated herein;
D. Exhibit D-2 – Amendment No. 5 Managed Advantage Plan Services SOW – as stated herein;
E. Exhibit B-3 – Proprietary Software License Agreement – as deleted in its entirety and
replaced herein;
F. Exhibit B-4 – Proprietary Software Maintenance Agreement – as deleted in its entirety and
replaced herein;
G. Exhibit A – Pricing – as deleted in its entirety and replaced herein; and
H. Exhibit A-1 – Rate Card – as deleted in its entirety and replaced herein
Except as otherwise provided in this Amendment, the contract documents as listed hereinabove are in the
order of controlling preference and should govern in the event there be any conflict in the terms of the
contract documents.
3. General Provisions for Amendment No. 5.
A. The term of this Amendment is hereby aligned to Contract Amendment No. 3 (i.e. effective through
June 30, 2031).
B. Contractor shall furnish all services, labor, goods, materials, supplies, equipment and other
incidentals reasonably necessary for the successful completion of the work contemplated under
Exhibit D-1 – Amendment No. 5 Upgrade Support Services SOW, and Exhibit D-2 – Amendment
No. 5 Managed Advantage Plan Services SOW and this Amendment.
C. The Contractor will perform said work in an efficient manner so as to complete and perform said
work within the timeframe(s) set forth in the mutually agreed upon project schedule.
D. The County agrees to pay the Contractor for the work in accordance with the payments schedule
and provisions, all as set forth in the amended Exhibit A – Pricing; Exhibit A-1 – Rate Card; and
Exhibit B-4 – Proprietary Software Maintenance Agreement. The price for the remaining Contract
term (i.e., the Effective Date of this Amendment No. 5 through June 30, 2031) is increased by
$23,014,000 for a revised total of $55,367,928.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment 5 as of the Effective Date, by their
respective duly authorized representatives.
CONTRACTOR
Authorized Signature
Printed Name and Title
Address
Date
MARICOPA COUNTY
CHAIRMAN BOARD OF SUPERVISORS Date
ATTESTED:
CLERK OF THE BOARD Date
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY Date
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CONTRACT
AMENDED AND RESTATED BELOW
SERIAL 13082-IC
This Contract is entered into this 23rd day of October, 2013 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and CGI Technologies and Solutions Inc., a Delaware corporation
(“Contractor”) for the purchase of Hosting and Support Services, CGI Advantage General ledger System.
1.0 TERM
1.1 This Contract is for a term commencing on the Effective Date and ending on the ten (10th)
anniversary of the contract (the “Initial Term”). For purposes of this Contract, “Go-Live” or
“Go-Live Date” or “First Productive Use” shall mean the first date when County uses the
Services specified in a live production mode as opposed to a test or training mode.
1.2 The County may, at its option and with the agreement of the Contractor, extend the period of this
Contract for additional five (5) year terms up to a maximum of Thirty (30) years, (or at the
County’s sole discretion, extend the contract on a month to month basis for a maximum of six (6)
months after expiration). The County shall notify the Contractor in writing of its intent to extend
the Contract period at least one hundred eighty (180) calendar days prior to the expiration of the
original contract period, or any additional term thereafter, and the County and Contactor will
reach agreement on the adjustment of fees applicable to the extended term.
1.3 Amendment No. 2 (executed October 2016) – extended the term of Exhibit B-2 Managed
Advantage Plan Services to December 2025.
1.4 Amendment No. 3 (executed December 2016) – extended the term of the Contract and
maintenance of the CGI System to June 30, 2031.
1.5 Amendment No. 4 (executed May 2017) – removed Liaison (Hubspan) Punch Out from the
PSLA.
2.0 PAYMENT
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2.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit A (Pricing).
2.2 Payment shall be made upon the County’s receipt of a properly completed invoice. Invoices shall
contain the following information: Contract number, purchase order number, item numbers,
description of supplies and/or services, sizes, quantities, unit prices, extended totals and any
applicable sales/use tax. Contractor’s invoices are due and payable in full within thirty (30) days
from the date of the invoice. Unless the County is subject to a prompt payment provision, if the
County fails to pay any invoiced amount that is not the subject of a good faith dispute when due,
CGI may charge interest on the overdue amount at the maximum rate allowed by law. The
County will promptly notify Contractor of any disputed invoiced amounts.
2.3 Payment shall be made upon the County’s receipt of a properly completed invoice as set forth in
Section 2.10 below. In addition, Implementation Services, operational costs, and other costs will
be based on the payments in Exhibit A (Pricing).
2.4 Payment for Software License Fees applicable to a Subproject will be made at the time of
commencement of such Subproject when the first environment is prepared for usage to support
project specific activities. Software license fees for third party components will be payable when
the first environment is prepared for Subproject 1.
2.4.1 Amendment No. 5 (executed June 2019) – the concept of Subproject as described in
Exhibit B-5 Project Implementation Services is not applicable to the County’s upgrade to
Advantage version 3.11 and Advantage 4 as part of Amendment No. 5. As such, payment
for Software License Fees under Amendment No. 5 will be made in accordance with
Exhibit A – Pricing.
2.5 Managed Advantage (Hosting Services) fees are payable quarterly in advance following Go-Live
of each of Subprojects I, II and III as such Subprojects are described in Exhibit B-5 (Project
Implementation Services).
2.5.1 Amendment No. 5 – the concept of Subproject as described in Exhibit B-5 Project
Implementation Services is not applicable to the County’s upgrade to Advantage version
3.11 and Advantage 4 as part of Amendment No. 5. As such, payment for Managed
Advantage (Hosting Services) fees under Amendment No. 5 will be made in accordance
with Exhibit A - Pricing.
2.6 Implementation Service fees specified in Exhibit A (Pricing) will be invoiced based on the
deliverables included in Exhibit B-5 (Project Implementation Services), and Exhibit A (Pricing).
Invoices will be submitted monthly for all deliverables completed in the prior month. County
will withhold ten percent (10%) of the Implementation Services fees; such withheld amount will
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be paid within thirty (30) days following the Go-Live date of each applicable Subproject.
Notwithstanding the preceding, the withheld amount for the Envision Phase will be paid in full
within thirty (30) days following Go-Live of Subproject I. Withheld amounts applicable to each
deliverable within each Subproject are outlined in Exhibit A (Pricing).
2.6.1 Amendment No. 5 – the services for the County’s upgrade to Advantage version 3.11
and Advantage 4 are now a part of the newly created Exhibit D-1 (Amendment No. 5
Upgrade Support Services SOW) and Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein. Exhibit B-5 (Project Implementation
Services) is no longer applicable under Amendment No. 5. As such, payment for
implementation services under Amendment No. 5 will be made in accordance with
Exhibit A (Pricing).
2.7 Standard Maintenance services are payable annually in advance.
2.8 County payments for third party services included as part of a Subproject are included within the
pricing set forth in Exhibit A (Pricing) and follow the payment timing associated with the
applicable project deliverables.
2.8.1 Amendment No. 5 – the concept of Subproject as described in Exhibit B-5 (Project
Implementation Services) is no longer applicable to the County’s upgrade to Advantage
version 3.11 and Advantage version 4. Exhibit A (Pricing) has been amended and
attached herein to accommodate the County’s upgrade to Advantage version 3.11 and
Advantage 4.
2.9 TAX: (SERVICES)
No tax shall be levied against labor or services. It is the responsibility of the Contractor to
determine any and all taxes and include the same in the price.
2.10 INVOICES AND PAYMENTS
2.10.1 The Contractor shall submit two (2) legible copies of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
2.10.1.1 Company name, address and contact
2.10.1.2 County bill-to name and contact information
2.10.1.3 Contract Serial Number
2.10.1.4 County purchase order number
2.10.1.5 Invoice number and date
2.10.1.6 Payment terms
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2.10.1.7 Date of service or delivery
2.10.1.8 Quantity (number of days or weeks, if applicable)
2.10.1.9 Contract Item number(s)
2.10.1.10 Description of Purchase
2.10.1.11 Pricing per unit of purchase
2.10.1.12 Extended price
2.10.1.13 Total Amount Due
Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order
2.10.2 Payment will be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Award the Contractor shall fill out an EFT Enrollment form (to be
provided by the Procurement Officer) or as located on the County Department of Finance
Website as a fillable PDF document (www.maricopa.gov/finance/):
2.10.3 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.0 DUTIES
3.1 The Contractor shall perform all duties stated in Exhibit B (SOW for Products and Services),
Exhibit B-1 (Additional Terms and Conditions), Exhibit B-2 (Managed Advantage Plan
Services), Exhibit B-3 (Proprietary Software License Agreement), Exhibit B-4 (Proprietary
Software Maintenance Agreement), Exhibit B-5 (Project Implementation Services), Exhibit B-6
(Vendor Response Matrix) including Exhibit B-6-1 (Budget and Measurement), Exhibit B-6-2
(Procurement), and Exhibit B-6-3 (Finance), and Exhibit C, Maricopa County Contractor Travel
Policy.
3.1.1 Amendment No. 5 –
3.1.1.1 Exhibit B (SOW for Products and Services); Exhibit B-1 (Additional Terms and
Conditions), Exhibit B-2 (Managed Advantage Plan Services), Exhibit B-3
(Proprietary Software License Agreement); Exhibit B-4 (Proprietary Software
Maintenance Agreement); Exhibit B-5 (Project Implementation Services),
Exhibit B-6 (Vendor Response Matrix) including Exhibit B-6-1 (Budget and
Measurement), Exhibit B-6-2 (Procurement), and Exhibit B-6-3 (Finance), and
Exhibit C, Maricopa County Contractor Travel Policy have either been restated
in their entirety for historical purposes, amended and restated herein, or deleted
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in their entirety and replaced and attached herein to accommodate the County’s
upgrade to Advantage version 3.11 and Advantage version 4 as part of
Amendment No. 5.
3.1.1.2 Two (2) new Exhibits have been created under this Amendment No. 5 to account
for the CGI scope of services necessary to upgrade the County to Advantage
version 3.11 and Advantage version 4 and host those solutions upon their
respective Go-Live dates (i.e. Exhibit D-1 – Upgrade Support Services SOW;
and Exhibit D-2 – Managed Advantage Plan Services SOW) which are attached
herein.
3.2 During the Contract term, County shall provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
4.0 TERMS AND CONDITIONS
4.1 INDEMNIFICATION:
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless
County, its agents, representatives, officers, directors, officials, and employees from and against
all third party claims, damages, losses and expenses, including, but not limited to, attorney fees,
court costs, expert witness fees, and the cost of appellate proceedings, as such costs and fees are
permitted under Section 5.4 of Exhibit B-1 (Additional Terms and Conditions), and relating to,
arising out of, or alleged to have resulted from the negligent acts, errors, omissions, mistakes or
malfeasance relating to the performance of this Contract by Contractor or its third party service
providers.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
4.2 INSURANCE REQUIREMENTS:
Contractor, at Contactor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona and
possessing a current A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the
stipulated insurance may be purchased from a company or companies, which are authorized to do
business in the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance certificates must be acceptable to County.
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All insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of the Contract is satisfactorily completed and formally
accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of
this Contract.
Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-
insurance maintained by County shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies related to a
valid County claim, or any breach of an insurance policy warranty shall not affect the County’s
right to coverage afforded under the insurance policies.
The insurance policies may provide coverage that contains deductibles or self-insured retentions.
Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to County under such policies. Contactor shall be solely responsible for the deductible
and/or self-insured retention and County, at its option, may require Contractor to secure payment
of such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
County reserves the right to request and to receive, within ten (10) working days, certificates of
insurance evidencing any or all of the herein required coverage. County shall not be obligated,
however, to advise Contractor of any deficiencies in such certificates and such receipt shall not
relieve Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of
Contractor’s obligations under this Contract.
The Commercial General Liability and Automobile insurance policies required by this Contract,
shall name County, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.
The policies required hereunder, except Workers’ Compensation, and Errors and Omissions, shall
contain a waiver of transfer of rights of recovery (subrogation) against County, its agents,
representatives, officers, directors, officials and employees for any claims arising out of
Contractor’s work or service.
Contractor is required to procure and maintain the following coverages indicated by a checkmark:
4.2.1 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
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There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
4.2.2 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services under this Contract.
4.2.3 Worker’s Compensation:
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $5,000,000
disease policy limit.
4.2.4 Errors and Omissions Insurance:
Errors and Omissions insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for errors or omissions of the Contractor, with
limits of no less than $5,000,000 for each claim.
4.2.5 Certificate of Insurance:
4.2.5.1 Prior to commencing work or services under this Contract, Contractor shall have
insurance in effect as required by the Contract in the form provided by the
County, issued by Contractor’s insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Contract are in full
force and effect. Such certificates shall be made available to the County within
fourteen (14) days. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND
UNDERSTANDS THAT FAILURE TO MEET THIS REQUIREMENT
WILL RESULT IN CANCELLATION OF THIS CONTRACT.
In the event any insurance policy (ies) required by this Contract is (are) written
on a “claims made” basis, coverage shall extend for two (2) years past
completion and acceptance of Contractor’s work or services and as evidenced by
annual Certificates of Insurance.
If a policy does expire during the life of the Contract, Contractor will endeavor to
provide a renewal certificate within thirty (30) days from the expiration date.
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4.2.5.2 Cancellation and Expiration Notice
Insurance required herein shall not be permitted to expire, be canceled, or
materially changed without the insurer endeavoring to provide sixty (60) days
written notice to the County.
4.3 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
Attn: Director of Purchasing
320 West Lincoln Street
Phoenix, Arizona
For Contractor:
CGI Technologies and Solutions Inc.
Attn: Kristine Johnson
309 W. Elliot Road, Suite 105
Tempe, AZ 85284
Copy to: CGI Technologies and Solutions Inc., Attn: Office of General Counsel, 11325 Random
Hills Road, Suite 800, Fairfax, VA 22030
4.4 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the
Contract expiration date etc. Requests for adjustment in cost of labor and/or materials must be
supported by appropriate documentation. If County agrees to the adjusted price terms, County
shall issue written approval of the change. The reasonableness of the request will be determined
by comparing the request with the (Consumer Price Index) or by performing a market survey.
4.5 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract in whole or in part with twenty-four (24)
months prior written notice when in the best interests of the County without additional penalty or
recourse. Upon receipt of the written notice, the Contractor shall immediately stop all work, as
directed in the notice, notify all subcontractors of the effective date of the termination and
minimize all further costs to the County. In the event of termination under this paragraph, and
upon payment in full for all fees due hereunder, all documents, data and reports prepared by the
Contractor under the Contract excluding Contractor Materials or the CGI System as defined in
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Exhibit B-1 (Additional Terms and Conditions) and any additions, changes, modifications or
derivatives thereto, shall become the property of and be delivered to the County upon demand.
The County is responsible for paying Contractor all amounts owed under the Contract for (i)
Services properly performed prior to the effective date of termination or (ii) any Services
Contractor continues to provide at the County’s request during the transition period. If County
terminates Exhibit B-4 (Proprietary Software Maintenance Agreement) and has not paid the
maintenance fee for the then current Maintenance Period in full, County must pay to Contractor
the remaining balance of such maintenance fee prior to terminating Exhibit B-4. Termination of
Exhibit B-4 (Proprietary Software Maintenance Agreement) for convenience will result in
termination of Exhibit B-2 (Managed Advantage Plan Services). Termination of Exhibit B-2
(Managed Advantage Plan Services will be subject to any disengagement services set forth in
Exhibit B-2 and any early termination fees as set forth under Exhibit B-2-1.
If Contractor is not providing Managed Services to County under this Agreement, County may
terminate Exhibit B-4 (Proprietary Software Maintenance Agreement) for convenience at any
time upon thirty (30) calendar days’ prior written notice to Contractor.
4.6 TERMINATION FOR DEFAULT:
4.6.1 In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any material term
or condition of the Contract, to acquire and maintain all required insurance policies,
bonds, licenses and permits, or to make satisfactory progress in performing the Contract.
The Procurement Officer shall provide written notice of the breach and the reasons for it
to the Contractor and Contractor shall have thirty (30) days to cure such breach, or in
accordance with the timeframe of any mutually-agreed plan to cure. If the breach is not
cured within such timeframe, the Procurement Officer may terminate the Contract
immediately with written notice. Contractor may terminate the Contract due to a breach
by the County of any material term or condition of the Contract and failure to cure such
breach within thirty (30) days from receipt of written notice from Contractor.
4.6.2 Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract, excluding Contractor Materials and the
CGI System and any additions, changes, modifications or derivatives thereto, shall
become the property of and be delivered to the County on demand and payment thereof.
4.6.3 The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the County for any excess costs incurred by the County in
procuring materials or services in substitution for those due from the Contractor, subject
to any limitations provided under the Contract.
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4.6.4 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
4.6.5 The County is responsible for paying Contractor all amounts owed under the Contract for
(i) Services properly performed prior to the effective date of termination (ii) any Services
Contractor continues to provide at the County’s request during the transition period, and
(iii) any early termination fees as set forth under Exhibit A (Pricing).
4.6.6 Either party may terminate this Exhibit B-4 (Proprietary Software Maintenance
Agreement) upon thirty (30) calendar days’ prior written notice if the other has materially
failed to comply with a fundamental obligation under this Exhibit B-4 (Proprietary
Software Maintenance Agreement. If Exhibit B-3 (Proprietary Software License
Agreement) is terminated for any reason, Exhibit B-4 (Proprietary Software Maintenance
Agreement will automatically terminate on the effective date of the termination of
Exhibit B-3 (Proprietary Software License Agreement).
4.6.7 If County breaches the restrictions imposed under the Exhibit B-3 (Proprietary Software
License Agreement) or its nondisclosure obligations under Exhibit B-1 (Additional
Terms and Conditions) with respect to the Software, Contractor will have the right,
without affecting any other rights and remedies Contractor may have, to terminate
Exhibit B-3 (Proprietary Software License Agreement) immediately upon written notice
to County. Termination of Exhibit B-3 (Proprietary Software License Agreement) will
be in addition to, and not in lieu of, other remedies available to the terminating party
under Exhibit B-3 or the Contract.
4.6.8 Termination of Exhibit B-4 (Proprietary Software Maintenance Agreement) for default
will result in termination of Exhibit B-2 (Managed Advantage Plan Services), subject to
any disengagement services set forth in Exhibit B-2.
4.6.9 Within thirty (30) calendar days after the expiration or termination of this Exhibit B-3
(Proprietary Software License Agreement) for any reason, County must, at Contractor’s
option, either deliver to Contractor or destroy the original and all copies (including partial
copies) of the Software, the Documentation, all Contractor Confidential Information, and
any other materials as the foregoing are defined and/or provided by Contractor under
Exhibit B-3 (Proprietary Software License Agreement) including copied portions
contained in derivative works, and certify in writing to Contractor that County has fully
performed its obligations under this paragraph.
4.7 FORCE MAJEURE:
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Notwithstanding anything in this Agreement to the contrary, neither Contractor nor County shall
be liable or responsible for a delay or failure in performing or carrying out any of its obligations
(other than obligations to make payments) under this Agreement caused by force majeure. For
purposes of this Agreement, force majeure shall mean any cause beyond the reasonable control of
Contractor or County, as applicable, or beyond the reasonable control of any of their respective
contractors, subcontractors, suppliers or vendors, including without limitation.
4.7.1 Acts of God, including, but not necessarily limited to, lightning, earthquakes, fires,
explosions, floods, wind, other natural catastrophes;
4.7.2 Sabotage, acts of a public enemy, acts of government or regulatory agencies, wars,
blockades, embargoes, insurrections, riots, or civil disturbances;
4.7.3 Labor disputes, including, but not necessarily limited to, strikes, work slowdowns, work
stoppages, or labor disruptions, labor or material shortages, or delays or disruptions of
transportation;
4.7.4 Orders and judgments of any federal, state or local court, administrative agency or
governmental body;
4.7.5 The adoption of or change in any federal, state or local laws, rules, regulations,
ordinances, permits or licenses, or changes in the interpretation of such laws, rules,
regulations, ordinances, permits or licenses, by a court or public agency having
appropriate jurisdiction after the date of the execution of this Agreement; or
4.7.6 Any suspension, termination, interruption, denial or failure to issue or renew by any
governmental authority or other Party having approval rights of any approval required or
necessary hereunder for construction, installation or operation of any Fiber and
equipment or for either Party to perform its obligations hereunder, except when such
suspension, termination, interruption, denial or failure to issue or renew results from the
negligence or failure to act of the Party claiming the occurrence of an event of force
majeure.
If either Contractor or County is rendered unable to fulfill any of its obligations under this
Agreement by reason of force majeure, such Party shall promptly notify the other and shall
exercise due diligence to remove such inability with all reasonable dispatch; provided, that
nothing contained in this paragraph shall be construed as requiring Contractor or County to settle
any strike, work stoppage or other labor dispute in which it may be involved, or to accept any
permit, certificate, license or other approval on terms deemed unacceptable to such Party, or to
enter into any contract or other undertaking on terms which the Party deems to be unduly
burdensome or costly
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4.8 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in
effect, an employee or agent of any other party to the Contract in any capacity or consultant to
any other party of the Contract with respect to the subject matter of the Contract. Additionally,
pursuant to A.R.S §38-511 the County may recoup any fee or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting or creating the contract
on behalf of the County from any other party to the contract arising as the result of the Contract.
4.9 OFFSET FOR DAMAGES:
In addition to all other remedies at law or equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance under this Contract, provided the Contractor has been given notice of
such damages.
4.10 ADDITIONS/DELETIONS OF SERVICES:
The County reserves the right to add and/or delete products and/or services provided under this
Contract through the change order process. Requests for changes by either party will be
submitted to the other party in writing for consideration of feasibility and the likely effect on the
cost and schedule for performance of the Services. The parties will mutually agree upon any
proposed changes, including resulting equitable adjustments to costs and schedules for the
performance of the Services. The agreed changes will be documented in one or more Change
Orders. If action or inaction by Customer or its suppliers’ failure to perform their responsibilities
in a timely manner, prevents Contractor from or delays Contractor in performing the Services,
Contractor will be entitled to seek an equitable adjustment in the schedule for performance and
the compensation otherwise payable to it under the Contract. In such event, the parties will
mutually agree upon a Change Order documenting the adjustments. Contractor is not authorized
to proceed with a change without a fully-executed Change Order.
4.11 CHANGE CONTROL POLICY:
The CGI project manager will be responsible for managing changes to the Implementation
Services. If any change in the Implementation Services occurs, including, without limitation the
items specified below (each, a “Change Control Item”), that requires CGI to devote resources,
expend time or otherwise incur costs not contemplated by this Agreement as part of the
Implementation Services, CGI will follow the change control procedures specified in Section
4.11.6 prior to devoting such resources, expending such time or incurring such costs. Change
Control Items include the following:
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4.11.1 services requested or otherwise required to be provided in connection with the
Implementation Services that are outside the original scope of the Implementation
Services as documented in Exhibit B-5 (Project Implementation Services):
4.11.1.1 Amendment No. 5 – the implementation services for the County’s upgrade to
Advantage version 3.11 and Advantage version 4 are now a part of the newly
created Exhibit D-1 (Amendment No. 5 Upgrade Support Services SOW), and
Exhibit D-2 (Amendment No. 5 Managed Advantage Plan Services SOW)
attached herein. Exhibit B-5 (Project Implementation Services) is not
applicable under Amendment No. 5, but being included here for historical
purposes as a reference to the County’s upgrade from Advantage version 2 to
Advantage version 3.
4.11.2 services requested or otherwise required to be provided in connection with the
Implementation Services resulting from changes to the magnitude of scope in the
Implementation Services due to the discovery or disclosure of new information since
such services were accepted, or due to incorrect information upon which such services
are based.
4.11.3 a change to a project deliverable after that deliverable has been accepted by the County as
complete.
4.11.4 failure by County to meet project-related commitments as documented in Exhibit B-5
(Project Implementation Services) and/or the mutually agreed upon CGI project plan.
4.11.4.1 Amendment No. 5 – the project-related commitments for the County’s
upgrade to Advantage version 3.11 and Advantage version 4 are now a part of
the newly created Exhibit D-1 (Amendment No. 5 Upgrade Support Services
SOW) and Exhibit D-2 (Amendment No. 5 Managed Advantage Plan Services
SOW) attached herein. Exhibit B-5 (Project Implementation Services) is not
applicable under Amendment No. 5, but being included here for historical
purposes as a reference to the County’s upgrade from Advantage version 2 to
Advantage version 3.
4.11.5 additional work effort required as a result of schedule delays caused by a County-
approved Change Control Item.
4.11.6 Change Control Procedures. Upon the occurrence of a Change Control Item, the CGI
project manager will deliver to the County a notice (a “Change Control Notice”) setting
forth (i) the details of the Change Control Item, (ii) an analysis of the impact of the
Change Control Item on the implementation of the System, and (iii) an estimate of the
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time, materials, and aggregate costs required to address the Change Control Item. The
County representative will notify the CGI project manager within a mutually agreed-upon
time frame whether or not the Change Control Item is approved as submitted. If the
County does not respond to the Change Control Item within the specified period, the
Change Control Item will be deemed to be rejected by the County. If the County rejects a
Change Control Item, CGI may proceed to provide the Implementation Services without
implementing the Change Control Item or CGI may dispute the rejection of the Change
Control Item in accordance with Section 4.11.7.
4.11.7 Change Control Dispute Resolution. If CGI and County disagree as to whether an event,
requirement, measure, or deliverable is subject to the change control provisions set forth
in Sections 4.11.1 through and 4.11.6, within five (5) business days of discovery of such
disagreement, the CGI project manager and the County representative shall meet (in
person or by telephone) and make a good faith effort to resolve the disagreement. If the
parties are unable to resolve the dispute, the CGI project manager will summarize the
dispute in writing and forward it to a senior executive of CGI and a senior executive or
officer of the County identified by the County representative and, in each case, not
involved in the project on a day to day basis. Such executives will meet (in person or by
telephone) within five (5) business days of delivery of the dispute summary and make a
good faith attempt to resolve the dispute. If the senior executives are unable to resolve
the dispute, the dispute will be mediated as soon as practicable by a third-party mediator
knowledgeable in software development and support and reasonably acceptable to CGI
and County. The cost of the mediation will be shared equally by CGI and County.
4.12 SUBCONTRACTING:
The Contractor may not assign this Contract or subcontract to another party for performance of
the terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld; provided, however, use of service providers providing services on a
shared basis across Contractor clients shall not be considered subcontractors for purpose of this
provision. All correspondence authorizing subcontracting must reference the Proposal Serial
Number and identify the job project.
4.13 MISCELLANEOUS PROVISIONS:
4.13.1 No Solicitation of Employees. Neither party will recruit or solicit the other's personnel or
employees that have become known to a party as a result of the Services performed until
the earlier of one year after (i) the termination of this Agreement or (ii) that person is no
longer employed by the other party. The provisions of this 4.12.1 will survive the
termination of this contract.
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4.13.2 During the course of the contract, Maricopa County reserves the right to require
Contractor to reassign or otherwise remove from the project any Contractor employees or
sub-contractors found unacceptable by Maricopa County who are not performing as
warranted, or for any lawful reason. Proposed replacement personnel shall be discussed
and addressed by mutual agreement, agreement not to be unreasonably withheld. If any
team member leaves Contractor employment prior to completion of its assignment
hereunder, Contractor will provide the County with a comparable replacement and
provide two weeks (at no cost) of project knowledge transfer.
4.13.3 Independent Contractors. The performance by Contractor of its duties and obligations
under this Contract will be that of an independent contractor and nothing contained in this
Agreement will create or imply an agency, joint venture or partnership between
Contractor and County. Neither the employees of Contractor nor Contractors
subcontractors will be considered employees or agents of County. Unless expressly
stated in this Contract, none of Contractors, its employees or its subcontractors may enter
into contracts on behalf of, bind, or otherwise obligate County in any manner whatsoever.
Contractor shall be responsible for the acts or omissions of any Contractors
subcontractors to the same extent that Contractor is responsible for its own actions under
this Agreement.
4.13.4 Injunctive Relief. In the event of an actual or impending breach, the non-breaching party,
in addition to any remedy available at law, will be entitled to seek equitable relief,
including injunction and specific performance.
4.14 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
4.15 RETENTION OF RECORDS:
The Contractor agrees to retain all financial books, records, and other documents relevant to this
Contract for five (5) years after final payment or until after the resolution of any audit questions
which could be more than five (5) years, whichever is longer. The County, Federal or State
auditors and any other persons duly authorized by the Department shall have full access to, and
the right to examine copy and make use of, any and all said materials.
If the Contractor’s books, records and other documents relevant to this Contract are not sufficient
to support and document that requested services were provided, the Contractor shall reimburse
Maricopa County for the services not so adequately supported and documented. The parties agree
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that sufficient support and documentation means the monthly service level documentation and/or
invoices for services.
4.16 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
4.17 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES
§23-214 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
4.17.1 By entering into the Contract, the Contractor warrants compliance with the Federal
Immigration and Nationality Act (FINA) and all other Federal immigration laws and
regulations related to the immigration status of its employees. The contractor shall obtain
statements from its subcontractors certifying compliance and shall furnish the statements
to the Procurement Officer upon request. These warranties shall remain in effect through
the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the U.S. Department of
Labor’s Immigration and Control Act, for all employees performing work under the
Contract. I-9 forms are available for download at USCIS.GOV.
4.17.2 The County may request verification of compliance for any Contractor of subcontractor
performing work under the Contract. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County may pursue any
and all remedies allowed by law, including, but not limited to: suspension of work,
termination of the Contract for default, and suspension and/or department of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
4.18 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
4.18.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals.
4.18.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
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4.18.1.2 have not within 3-year period preceding this Contract been convicted of or had
a civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State antitrust statues or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
4.18.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4.18.1.4 have not within a 3-year period preceding this Contract had one or more public
transaction (Federal, State or local) terminated for cause of default.
4.18.1.5 Should the Contractor not be able to provide this certification, an explanation
as to why should be attached to the Contact.
4.18.1.6 The Contractor agrees to include, without modification, this clause in all lower
tier covered transactions (i.e. transactions with subcontractors) and in all
solicitations for lower tier covered transactions related to this Contract.
4.19 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United
States District Court for the District of Arizona, sitting in Phoenix, Arizona.
4.20 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
4.21 INFLUENCE:
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence
an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical
conduct, may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
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4.21.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy.
4.21.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
4.21.3 If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by
the Maricopa County Procurement Code, any remedy in equity or in the law, or any
remedy provided by this contract.
4.22 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
4.23 RIGHTS IN DATA:
The County shall have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided hereunder or by law. Each party shall
supply to the other party, upon request, any available information that is relevant to this Contract
and to the performance hereunder.
4.24 INTEGRATION:
This Contract and its Exhibits represent the entire and integrated agreement between the parties
and supersedes all prior negotiations, proposals, communications, understandings,
representations, or agreements, whether oral or written, express or implied.
4.25 NO WAIVER:
Except as otherwise permitted in this Contract, no failure or delay by a party in exercising any
right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will
be effective unless it is in writing and signed by the waiving party. If a party waives any right,
power or remedy, the waiver will not waive any successive or other right, power or remedy the
party may have under the Contract.
4.26 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
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1.1.1. Exhibit A, Pricing;
1.1.2. Exhibit B, SOW for Products and Services;
1.1.3. Exhibit B-1, Additional Terms and Conditions;
1.1.4. Exhibit B-2, Managed Advantage Plan Services;
1.1.5. Exhibit B-3, Software License Agreement;
1.1.6. Exhibit B-4, Software Maintenance Agreement;
1.1.7. Exhibit B-5, Project Implementation Services;
1.1.8. Exhibit B-6, Vendor Response Matrix, (B-6-1 Budget and Measurement, Exhibit B-6-2
Procurement, Exhibit B-6-3 Finance);
1.1.9. Exhibit C, Maricopa County Contractor Travel Policy
4.26.1 Amendment No. 5 – Regarding the list of incorporated documents, and as stated in
Section 3.1.1 above, the following documents have been either restated in their entirety
for historical purposes, newly created for this Amendment No. 5 effort, amended and
restated, or deleted in their entirety and replaced and attached herein to accommodate the
County’s upgrade to Advantage version 3.11 and Advantage version 4.
4.26.1.1. Exhibit A, Pricing;
4.26.1.2. Exhibit A-1, Rate Card;
4.26.1.3. Exhibit B-1, Additional Terms and Conditions;
4.26.1.4. Exhibit B-2, Managed Advantage Plan Services;
4.26.1.5. Exhibit B-3, Software License Agreement;
4.26.1.6. Exhibit B-4, Software Maintenance Agreement;
4.26.1.7. Exhibit C, Maricopa County Contractor Travel Policy
4.26.1.8. Exhibit D-1, Amendment No. 5 Upgrade Support Services SOW
4.26.1.9. Exhibit D-2, Amendment No. 5 Managed Advantage Plan Services SOW
4.26.2 Amendment No. 5 – Regarding the list of incorporated documents, and as stated in
Section 3.1.1 above, the following documents are not applicable to Amendment No. 5,
but being included here for historical purposes as a reference to the County’s upgrade
from Advantage version 2 to Advantage version 3.
4.26.2.1. Exhibit B, SOW for Products and Services;
4.26.2.2 Exhibit B-5, Project Implementation Services;
4.26.2.3. Exhibit B-6, Vendor Response Matrix;
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4.26.2.4. Exhibit B-6-1, Budget and Management;
4.26.2.5. Exhibit B-6-2, Procurement;
4.26.2.6. Exhibit B-6-3, Finance
4.27 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please so state in your proposal. In the absence of a statement to the contrary, the County will
assume that you do wish to grant access to any contract that may result from this Request for
Proposal.
4.28 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow
those entities, with the approval of the Contractor, to purchase their requirements under the terms
and conditions of the County Contract. It is the responsibility of the non-County government
entity to perform its own due diligence on the acceptability of the Contract under its procurement
rules, processes and procedures.
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EXHIBIT A
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
PRICING
PRICING SHEET: NIGP CODE 92047
CONTRACTOR NAME: CGI TECHNOLOGIES AND SOLUTIONS INC.
VENDOR #: VC0000005399
CONTRACTOR ADDRESS: 309 W. Elliot Rd, Tempe, AZ 85284
P.O. ADDRESS: 309 W. Elliot Rd, Tempe, AZ 85284
BIDDER PHONE #: 303-475-2190
BIDDER FAX #:
COMPANY WEBSITE: www.cgi.com
COMPANY CONTACT (REP): Kristine Johnson
EMAIL ADDRESS (REP): kristine.johnson@cgi.com
OTHER GOV’T AGENCIES MAY USE THIS CONTRACT: YES
PAYMENT TERMS: NET 30 DAYS
1.0. PRICING TOTAL: The price for the remaining Contract term (i.e., the Effective Date of this Amendment
through June 30, 2031) is increased by $23,014,000 for a revised total of $55,367,928.
1.1. HOSTING SERVICES
1.1. ANNUAL FEES FOR ALL HOSTING SERVICES Due Date Invoice Amount
1.1.1. YEAR 1 1/1/2020 $1,500,000
1.1.2. YEAR 2 1/1/2021 $1,578,800
1.1.3. YEAR 3 1/1/2022 $1,580,800
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1.1.4. YEAR 4 1/1/2023 $1,587,600
1.1.5. YEAR 5 1/1/2024 $1,898,700
1.1.6. YEAR 6 1/1/2025 $2,375,000
1.1.7. YEAR 7 1/1/2026 $2,395,000
1.1.8. YEAR 8 1/1/2027 $2,396,000
1.1.9. YEAR 9 1/1/2028 $2,411,000
1.1.10. YEAR 10 1/1/2029 $2,417,000
1.1.11. YEAR 11 1/1/2030 $2,220,000
1.1.12. YEAR 12 1/1/2031 $1,023,655
TOTAL FOR HOSTING SERVICES (THROUGH JUNE 30, 2031) $23,383,555
1.2. SOFTWARE LICENSES
Due Date Invoice Amount
1.2.1. Advantage Vendor Self Service 4.0 Solution Pack 8/1/2019 $91,630
1.2.2. HighSoft HighCharts 6/1/2021 $4,111
TOTAL FOR SOFTWARE LICENSES $95,741
1.3. ANNUAL MAINTENANCE
Due Date Invoice Amount
1.3.1. YEAR 1 10/1/2019 $1,083,512
1.3.2. YEAR 2 10/1/2020 $1,088,055
1.3.3. YEAR 3 10/1/2021 $1,080,331
1.3.4. YEAR 4 10/1/2022 $1,013,759
1.3.5. YEAR 5 10/1/2023 $1,044,763
1.3.6. YEAR 6 10/1/2024 $1,076,697
1.3.7. YEAR 7 10/1/2025 $1,109,589
1.3.8. YEAR 8 10/1/2026 $1,143,467
1.3.9. YEAR 9 10/1/2027 $1,178,362
1.3.10. YEAR 10 10/1/2028 $1,214,304
1.3.11. YEAR 11 10/1/2029 $1,251,324
1.3.12. YEAR 12 10/1/2030 $962,169
TOTAL FOR MAINTENANCE (THROUGH JUNE 30, 2031) $13,246,332
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1.4. UPGRADE SUPPORT SERVICES
Due Date Invoice Amount
1.4.1. YEAR 1 9/1/2019 $2,853,489
1.4.2. YEAR 2 7/1/2020 $2,479,900
1.4.3. YEAR 3 7/1/2021 $2,799,411
1.4.4. YEAR 4 7/1/2022 $1,845,500
1.4.5. YEAR 5 7/1/2023 $1,065,500
1.4.6. YEAR 6 7/1/2024 $1,065,500
1.4.7. YEAR 7 7/1/2025 $1,075,500
1.4.8. YEAR 8 7/1/2026 $1,085,500
1.4.9. YEAR 9 7/1/2027 $1,085,500
1.4.10. YEAR 10 7/1/2028 $1,095,500
1.4.11. YEAR 11 7/1/2029 $1,095,500
1.4.12. YEAR 12 7/1/2030 $1,095,500
TOTAL FOR UPGRADE SUPPORT SERVICES (THROUGH JUNE, $18,642,300
2031)
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EXHIBIT A-1
DELETED AND REPLACED WITH BELOW
RATE CARD
a) The below Rate Card is provided for incremental Services.
b) All Services provided at the rates included in this section will be invoiced on a Time and Materials basis with
travel and other reimbursable expenses invoiced in addition to the specified hourly rates.
c) Contractor will provide an updated Rate Card with each estimate provided for incremental Services. The
submitted Rate Card will not exceed a 5% increase year over year from the Rate Card in this Exhibit. The
hourly rates in the Rate Card were adjusted to bring the rates current as part of this Amendment.
RATE TABLE
Hourly
Position Group Typical Roles Role Description
Rates
Offshore Software development, build and unit test, product
Programmer $75
Programmer test and support.
Data gathering, analysis, interviews, and
Business Analyst assessment. Produce detailed output per scope of
work.
Develop systems as required, involved in testing,
Business Analyst diagnosing and fixing software issues. Provide
Developer $165
/ Developer training for users, lead a team of developers, and
manage project work.
Establish technical environment through hardware
Infrastructure/Operations
and software procurement, installation and
Analyst
configuration.
Responsible for developing training material,
Senior Trainer preparing and managing training schedules per
scope of work.
Data gathering, analysis, interviews and assessment.
Team Lead / Senior Business
Produce detailed output per scope of work. Manage $185
Senior Consultant Consultant
work packages and oversee junior staff.
Develop systems as required, diagnosing and fixing
software issues. Overall lead for software
Team Lead - Developer
development work streams including expert support,
coaching, and status management.
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RATE TABLE
Hourly
Position Group Typical Roles Role Description
Rates
Team lead for software development or
environment architecture and operational design
System Architect
work streams including expert support, coaching,
and status management.
Plans and manages all aspects of assignments,
including workload of all sub-project teams.
Project Manager Project Manager Coordinates approach and progress with senior State $226
team members. Analyzes and assesses data.
Advises senior management.
Provides deep industry or product expertise. Sets
Subject Matter
Product/ Industry SME direction and strategy for business and product $210
Expert
implementations.
Overall responsibility for engagement and day-to-
day management of program teams across client site
Engagement
Engagement Manager and coordination of activities to achieve the State’s $280
Manager
goals. Periodic reviews of strategy, approach, and
progress with the State project/program manager.
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EXHIBIT B-1
AMENDED AND RESTATED BELOW
ADDITIONAL TERMS AND CONDITIONS
The following additional terms shall apply to the parties’ rights and obligations under the Contract.
PART ONE: GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
Capitalized terms used in this Exhibit B-1 will have the meanings given below or in the context in which
the term is used, as the case may be.
1.1. “Affiliate” of a party means any person or entity that directly or indirectly controls, is controlled
by or is under common control with, the party. As used in this definition, “control” means actual
or equitable ownership of a majority of the voting securities of an entity (or other securities,
partnership interests or means of electing or directing the management of the entity).
1.2. “CGI Materials” means all components of the CGI System, excluding any County-provided
Managed Application, and all intellectual property rights in and to the CGI System, and to all
other proprietary rights, materials, Work Products or assets that are employed or developed in
providing the Hosting Services, including any successors, updates, extensions, derivatives,
translations or enhancements of any of the foregoing.
1.3. “CGI System” means, collectively, all of the components of the infrastructure and computing
environment used by CGI to perform the Hosting Services, whether owned by CGI or its
suppliers, including the Managed Application(s), CGI or third party facilities, hardware,
operating systems, software applications and associated databases, tables, data and documentation
and training materials. “CGI System” excludes Managed Application(s) to the extent the
Managed Application is a third party product provided to CGI by the County.
1.4. “Content” means any information, data, and any other materials placed by the County and/or its
customers and/or by CGI on the County’s behalf onto the CGI System.
1.5. “Deliverables” mean any materials to be developed by CGI that are designated in a services
Exhibit as being subject to a formal acceptance process upon delivery to County. Deliverables
may be either written deliverables or software deliverables.
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1.6. “Documentation” means the user and other manuals that are generally made available for the
Software as listed in Exhibit B-3.
1.7. “Exfiltration” means the unauthorized transfer by any means of Content from the CGI
System. Exfiltration may be manual – i.e., carried out by any unauthorized person with physical
access to Content – or it may be automated and carried out through malicious programming over
a network.
1.8. “Exposure” means the disclosure of Content to unauthorized persons.
1.9. “Hosting Services” means the physical location, hardware, software and associated operational
and support services provided by CGI on the County’s behalf as more fully defined in Exhibit B-
2 of the Contract.
1.9.1. Amendment No. 5 – for the purposes of the County’s upgrade to Advantage version 3.11
and version 4, this is now captured in Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein.
1.10. “Managed Application(s)” means the proprietary software application(s) listed in Exhibit B-2
that will be hosted and operated for use in providing Hosting Services to the County.
1.10.1. Amendment No. 5 – for the purposes of the County’s upgrade to Advantage version 3.11
and version 4, this is now captured in Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein.
1.11. “Security Incident” means unauthorized or unlawful access to the Content resulting in
Exfiltration or Exposure of all or part of the Content.
1.12. “Services” means the implementation and Hosting Services that CGI performs for the County
under the Contract, as set forth in one or more Exhibits hereunder.
1.13. “Software” means the proprietary software licensed to the County as listed in Exhibit B-3.
1.14. “Specifications” mean a mutually agreed upon document that describes with particularity the
functions to be performed by a software Deliverable and that is designated in the Exhibit under
which the software Deliverable is being developed as the specifications for that software
Deliverable.
1.15. “Work Products” mean results of Services that are first created in the performance of the
Contract.
2. CONFIDENTIALITY
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2.1. Confidential Information. “Confidential Information” means non-public information belonging
to or in the possession of a party that is confidential or a trade secret and is furnished or disclosed
to the other party under the Contract (including information exchanged in contemplation of
entering into the Contract): (i) in tangible form and marked or designated in writing in a manner
to indicate it is confidential or a trade secret; or (ii) in intangible form and that either is of a nature
that a reasonable person would understand to be confidential or a trade secret or is identified as
confidential or a trade secret in a writing provided to the receiving party within thirty (30)
business days after disclosure. Confidential Information also includes the Contract, Software,
Documentation, CGI Materials, the CGI System, and any County-provided Managed
Application(s), whether or not marked as such.
2.2. Exclusions. Confidential Information does not include any information that, as evidenced by
written documentation: (i) is already known to the receiving party without restrictions at the time
of its disclosure by the furnishing party; (ii) after its disclosure by the furnishing party, is made
known to the receiving party without restrictions by a third party having the right to do so; (iii) is
or becomes publicly known without violation of the Contract; (iv) is independently developed by
the receiving party without reference to the furnishing party’s Confidential Information; or (v) is
required to be disclosed under applicable securities, tax or other regulations.
2.3. Standard of Care. Confidential Information will remain the property of the furnishing party, and
the receiving party will not be deemed by virtue of the Contract or any access to the furnishing
party’s Confidential Information to have acquired any right, title or interest in or to the
Confidential Information. The receiving party agrees: (i) to hold the furnishing party’s
Confidential Information in strict confidence, affording the furnishing party’s Confidential
Information at least the same level of protection against unauthorized disclosure or use as the
receiving party normally uses to protect its own information of a similar character, but in no event
less than reasonable care; (ii) to limit disclosure of the furnishing party’s Confidential
Information to employees having a need to know the information for the purposes of the
Contract; (iii) not to disclose any such Confidential Information to any third party; (iv) to use the
furnishing party’s Confidential Information solely and exclusively in accordance with the terms
of the Contract in order to carry out its obligations and exercise its rights under the Contract; (v)
not to sell, rent, lease, transfer, encumber, pledge, reproduce, transmit, modify, reverse engineer,
compile, disassemble or otherwise use any Confidential Information of the disclosing party, in
whole or in part, and (vi) to notify the furnishing party promptly of any unauthorized use or
disclosure of the furnishing party’s Confidential Information and cooperate with and assist the
furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure.
2.4. Compelled Disclosure. If the receiving party receives a subpoena or other valid administrative or
judicial notice requesting the disclosure of the furnishing party’s Confidential Information, the
receiving party will promptly notify the furnishing party. If requested, the receiving party will
provide reasonable cooperation to the furnishing party in resisting or limiting the disclosure at the
furnishing party’s expense. Subject to its obligations stated in the preceding sentence, the
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receiving party may comply with any binding subpoena or other process to the extent required by
law, but will in doing so make every effort to secure confidential treatment of any materials
disclosed.
2.5. Return or Destruction. Upon termination or expiration of this Contract, the receiving party, at the
furnishing party’s option, will return or certify as destroyed all Confidential Information of the
furnishing party that the receiving party does not possess under a valid license; provided that CGI
may retain one (1) copy of all of its work products (including working papers) produced under the
Contract for archival purposes.
2.6. Relief. Each party agrees that if a court of competent jurisdiction determines that the receiving
party has breached, or attempted or threatened to breach, any of its confidentiality obligations to
the furnishing party or the furnishing party’s proprietary rights, money damages will not provide
an adequate remedy. Accordingly, the furnishing party will be entitled to seek appropriate
injunctive relief and other measures restraining further attempted or threatened breaches of such
obligations.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. Pre-existing CGI Materials, Third-Party Materials, and Open Source Software. Any pre-existing
CGI materials, third-party materials, Open Source software, and derivatives thereof, incorporated
in a Deliverable or necessary to use a Deliverable will be licensed to County under separate
license terms. Such license terms will be, as appropriate, set forth in a license agreement (i)
executed between CGI and County (e.g., under Exhibit B-3), or (ii) obtained by County from the
applicable third party vendor, or iii) in the case of Open Source software, the license terms set
forth in the applicable Open Source license agreement. County acknowledges that a separate
license fee may be charged by CGI or the third-party vendor for any such licensed materials.
3.2. Developed Materials. CGI will own all intellectual property rights, title and interest in and to all
Work Products developed by it under the Contract. Subject to payment in full by County of all
amounts owed to CGI under the applicable Exhibit, CGI grants to County an irrevocable,
nonexclusive, royalty-free right and license to use, execute, reproduce, modify and create
derivative works from such Work Products for County’s own internal use of the Software and
Documentation.
3.3. County Data and Materials. County hereby grants to CGI a nonexclusive, royalty-free license to
use any County data and materials provided by it to CGI during the term of this Contract for the
purpose of performing the Services for County.
3.4. Reservation of Rights. Neither party will be prevented from using in its business any general
ideas, concepts, expressions, know-how, skills and experience possessed by it prior to, or
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developed or learned by it in the course of, performing the Services, subject to each party’s
confidentiality obligations hereunder.
4. LIMITED WARRANTIES AND REMEDY FOR BREACH OF WARRANTY
4.1. Services Warranty. CGI warrants, for a period of thirty (30) days after performance of Services
provided on a non-recurring basis, that such Services will be performed in a workmanlike manner
consistent with industry standards reasonably applicable to the performance of such Services. If
the County believes there has been a breach of this warranty, it must notify CGI in writing within
the warranty period stating in reasonable detail the nature of the alleged breach. If there has been
a breach of this warranty, then CGI’s sole obligation, and the County’s exclusive remedy, will be
for CGI to correct or re-perform, at no additional charge, any affected Services to cause them to
comply with this warranty; provided however, if CGI is unable to correct such breach the County
may terminate the Contract and seek damages subject to the terms of the Contract.
4.2. Software Deliverables Produced on a Fixed-Price Basis. CGI warrants that, during any Warranty
Period specified in the applicable Exhibit for non-recurring Services (or if no Warranty Period is
specified in the Exhibit, for a period of thirty (30) days from delivery), each software Deliverable
developed on a fixed-price basis and delivered under that Exhibit will continue to perform the
functions described in its Specifications without Defects. As used in this Contract, “Defect”
means a reproducible material deviation of a Software Deliverable from its Specifications. If
County believes there has been a breach of this warranty, it must notify CGI in writing within the
Warranty Period describing the Defect in sufficient detail to enable CGI to recreate it. If there
has been a breach of this warranty, then CGI’s sole obligation, and County’s exclusive remedy,
will be for CGI to correct the Defect at no additional charge, or terminate the Statement of Work
in whole or in part.
4.3. Non-Infringement. CGI warrants that the Work Products and the County’s access to any CGI-
provided Managed Application(s), will not, to CGI’s knowledge, infringe any third party
copyrights, patents or trade secrets that are enforceable under the laws of the United States of
America.
4.3.1. If a third party brings an action against the County making allegations that, if true, would
constitute a breach of this warranty, then CGI will, at its own expense and subject to the
provisions of Section 5.4, defend, indemnify and hold the County harmless in such
proceeding, and CGI will pay all settlements, costs, damages and legal fees finally
awarded.
4.3.2. If such a proceeding is brought or appears to CGI to be likely to be brought, CGI may, at
its sole option and expense, either obtain the right for the County to continue to access the
Work Products and/or Managed Application(s) or replace or modify the Work Products
and/or Managed Application(s) to resolve such proceeding. If CGI finds that neither of
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these alternatives is available to it on commercially reasonable terms, CGI may be
required to terminate the County’s access, in which case the County will receive (i) with
respect to the Hosting Services, a refund of the amounts pre-paid by it for the particular
Hosting Services that are not provided as a result of such terminated access, and/or (ii)
with respect to the Work Products, a refund of the amounts paid for the Work Products,
less a mutually agreed sum for depreciation
This Section 4.3 states CGI’s entire obligation to the County and the County’s exclusive remedy
with respect to any claim of infringement.
4.4. Indemnification Procedures. CGI’s indemnification obligations are subject to the County
promptly notifying CGI in writing of the claim or action, providing CGI a copy of all materials in
the County’s possession or control pertaining to the claim or action, cooperating with CGI in
defending or settling the claim or action, and allowing the CGI to control the defense and
settlement of the claim or action, including the selection of attorneys. CGI will promptly assume
the defense of the claim or action at its own expense, and will pay all costs associated with the
defense, including reasonable legal fees and expenses, and the amount of any settlement reached
or final judgment awarded against the indemnified party. The County may observe the
proceeding and confer with the CGI at its own expense, and will have the right to approve any
settlement agreement purporting to bind the County; such approval will not be unreasonably
withheld.
4.5. Exclusions. CGI is not responsible for any claimed breaches of the foregoing warranties caused
by: (i) modifications made to the Work Product or Hosting Services by anyone other than CGI
and its subcontractors working at CGI’s direction ; (ii) the combination, operation or use of the
item with other items CGI did not supply; (iii) the County’s failure to use any new or corrected
versions of the item made available by CGI; (iv) the County’s misuse of the Service; or, (v)
CGI’s adherence to the County’s specifications or instructions.
4.6. Third-Party Products. To the extent CGI has the legal right to do so, CGI agrees to assign or pass
through to County or otherwise make available for the benefit of County, any manufacturer’s or
supplier’s warranty applicable to any third-party software, hardware or equipment provided by
CGI under a Statement of Work. CGI does not itself give or make any warranty of any kind with
respect to third-party software, hardware or equipment.
4.7. Disclaimer. THE WARRANTIES CONTAINED IN THIS EXHIBIT ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
5. LIMITATION OF LIABILITY
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5.1. Liability Limits. Each party’s cumulative liability for damages for all claim(s) arising out of or
relating in any way to any of the Services (including without limitation, for breach of contract,
breach of warranty, for its indemnification obligations, negligence or other tort claim) shall not
exceed, in the aggregate.
5.1.1. With respect to the Hosting Services or Maintenance Services, twelve (12) times the
average monthly payment made to CGI under the Exhibit that is applicable to the Hosting
Services or the Exhibit applicable to Maintenance Services.
5.1.2. With respect to Services provided on a non-recurring basis (e.g. implementation, start-up
or transition assistance), the amounts paid under the applicable Exhibit for such Services.
5.1.3. With respect to Software, the license fees paid for the Software under Exhibit B-3
In addition, in no event will either party’s aggregate liability for all claims arising under or
relating to the Contract exceed the total amount paid or owed (invoiced but not paid) to CGI by
the County under the Contract.
5.2. No Liability for Certain Damages. In no event shall either party be liable to the other, whether
liability arises in contract, tort or otherwise, for any consequential, incidental, indirect, special,
exemplary, multiple or punitive damages, regardless of whether it has been advised of the
possibility of such damages.
5.3. Acknowledgment. The limitations of liability set forth in this Section 5 will survive
notwithstanding the failure of any exclusive remedy under the Contract.
5.4. Exclusions from Limitations. The foregoing limitations do not apply to CGI’s indemnification
obligation under Section 4.3, the County’s obligations to make payments to CGI under the
Contract, County’s breach of any license granted under the Contract, or as otherwise expressly
provided in the Contract.
5.5. Savings Clause. The parties agree that the foregoing limitations will not be read so as to limit any
liability to an extent that would not be permitted under applicable law.
6. INFORMAL DISPUTE RESOLUTION
At the written request of either party, the parties will attempt to resolve any dispute arising under or
relating to the Contract through the informal means described in MC1-906 of the Maricopa County
Procurement Code.
7. GENERAL
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7.1. Export Control. Both CGI and the County agree to comply fully with all relevant export laws and
regulations of the United States to ensure that no information or technical data provided pursuant
to the Contract is exported or re-exported directly or indirectly in violation of law.
7.2. Third Party Beneficiaries. There are no intended third party beneficiaries of any provision of the
Contract.
7.3. UCITA. Notwithstanding anything to the contrary, the parties expressly agree that the provisions
of the Uniform Computer Information Transactions Act (UCITA) as enacted under the statute of
any state, or as may be amended or modified, applicable as of the effective date of the Contract or
thereafter, shall not apply to this Contract.
7.4. Expiration or Termination Transition Services. In connection with termination or expiration of
the Contract, the County may request CGI assistance in migrating the County’s processing being
performed by CGI under the Contract to the control of the County. Provided the County is
current in its payment to CGI under the Contract, CGI will perform reasonable transition services
under a change order or amendment to the Contract for a period of up to six (6) months on a time
and materials basis at CGI’s then current professional services rates. During the transition period,
CGI will provide the County a copy of the County’s data in an agreed format, as required for the
transition. CGI may provide additional transition services as mutually agreed between the
parties. At the end of the transition period, the County will return to CGI any CGI Materials in
the County’s possession or control and cease all access to the CGI System.
7.5. Assignment. The County may not assign or otherwise transfer its rights or obligations related to
the CGI System without the prior written consent of CGI, which consent will not be unreasonably
withheld.
7.6. Non-solicitation. During the term of the Contract and for twelve (12) months after its expiration
or termination, neither party will, either directly or indirectly, solicit for employment or employ
(except as permitted below) by itself (or any of its Affiliates) any employee of the other party (or
any of its Affiliates) who was involved in the performance of the party’s obligations under the
Contract, unless the hiring party obtains the written consent of the other party. The actual
damages attributable to a breach of the provisions of this Section would be difficult to determine
and prove. Accordingly, the parties agree that if either party breaches this Section the breaching
party will promptly pay the non-breaching party liquidated damages in an amount equal to the
employee’s annual salary (including bonuses and incentive compensation) prior to the breach,
such sum being a reasonable measure of the damages reasonably anticipated by the parties. The
foregoing provision will not prohibit a general solicitation of employment in the ordinary course
of business or prevent either party from employing any employee who contacts such party as a
result of such a general solicitation or at his or her own initiative without any direct or indirect
solicitation by or encouragement from such party.
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PART TWO: HOSTING SERVICES
These terms apply to the extent of any hosting or managed Services to be provided by CGI under an Exhibit.
8. PERFORMANCE OF THE HOSTING SERVICES
8.1. General. CGI will perform and provide to the County the Hosting Services described in Exhibit
B-2. Unless and except to the extent the Contract expressly provides otherwise, the County shall
use the Hosting Services only for the County’s internal business purposes, not for resale or
otherwise for the benefit of third parties.
8.1.1. Amendment No. 5 – for the purposes of the County’s upgrade to Advantage version 3.11
and version 4, this is now captured in Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein.
8.2. Service Levels. CGI will perform the Hosting Services in a manner that meets or exceeds any
applicable Service Levels set forth in Exhibit B-2 of the Contract. For any failure of the Hosting
Services to meet or exceed the applicable Service Levels, the County’s remedy shall be as
specified in Exhibit B-3. Such remedy will be the County’s sole and exclusive remedy and CGI’s
sole and exclusive obligation and liability in respect of such failure.
8.2.1. Amendment No. 5 – for the purposes of the County’s upgrade to Advantage version 3.11
and version 4, this is now captured in Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein.
8.3. Use of Third Party Suppliers. The County acknowledges that CGI may obtain products and
services used in providing the Hosting Services from, and otherwise delegate obligations
hereunder to, it Affiliates or other third party suppliers. Unless specifically indicated otherwise,
CGI shall nevertheless be responsible to the County for performance of the Hosting Services
based on the use of such Affiliates or third party suppliers.
8.4. Right to Make Changes to the CGI System. CGI may make any changes in the CGI System used
in performing the Hosting Services that CGI determines in its sole discretion to be necessary or
appropriate, including changes in facilities, computer hardware, systems and/or applications
software, programming languages, data communications, and location of systems and service
equipment. CGI will provide prior notice (or, in the event of an emergency, prompt notice after
the occurrence of such emergency) if CGI believes such changes have a reasonable likelihood of
adversely affecting the County’s use of the CGI System.
9. CERTAIN CUSTOMER RESPONSIBILITIES
9.1. County Data and Information. Whenever CGI’s performance of the Hosting Services is
dependent upon the County's furnishing CGI with legacy or third party applications, including,
without limitation, connectivity, data, documents, information, materials or approvals, the County
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shall furnish such items in a timely fashion in a reasonable format specified by CGI, or such other
format as mutually agreed by the parties in writing. The County is responsible for ensuring that
all physical media that the County furnishes to CGI for processing meet the specifications of the
manufacturer of the equipment with which such media are to operate and any other specifications
that CGI may reasonably establish. The County is also responsible for the adequacy and accuracy
of all data and information that it furnishes to CGI and the results obtained therefrom. The
County warrants that any the County-provided specifications or requirements around which
Hosting Services are configured will be in compliance with applicable federal, state and local
laws and regulations. The County warrants that it has acquired all necessary licenses and consents
from third party vendors for those County-provided items required for CGI to perform Hosting
Services hereunder.
9.2. Access to and Use of CGI System. The County agrees that use of the portion of the CGI System
to which access is given for purpose of CGI providing Hosting Services shall be (i) in compliance
with the terms of this Exhibit and all applicable federal, state and local laws and regulations and
communications common carrier tariffs, (ii) solely for the County’s own internal use in receiving
the Hosting Services, unless otherwise permitted under the Contract, and (iii) for proper business
purposes. The County will not disclose, download, decompile or re-engineer any Managed
Application provided by CGI or its licensors and used in the performance of Hosting Services. As
part of CGI’s security measures, it may assign to the County one or more user or identification
codes and associated passwords that will enable the County and its users to access the CGI
System. The County agrees to maintain the security of its user or identification codes and
associated passwords and agrees to be responsible for their proper use by its employees and,
where permitted, its contractors. The County agrees to comply with any rules of operation and
security procedures established by CGI for access to and use of the CGI System. The County
agrees that neither it nor its employees or agents will attempt to gain or allow access to any data,
files or programs of CGI to which they are not entitled under the Contract, and that if such access
is obtained the County will immediately report such access to CGI, cease all unauthorized access,
return all CGI, third party, or CGI customer information obtained as a result of such unauthorized
access, and safeguard any CGI, third party, or CGI customer information obtained as a result of
unauthorized access to CGI Confidential Information. The County will be responsible for the
actions of its employees, agents, and permitted contractors in connection with their access to and
use or misuse of the CGI System.
9.3. Content. The County warrants that (i) the Content does not and will not contain unlawful,
discriminatory, libelous, harmful, obscene or otherwise objectionable material of any kind and
does not and will not violate any right of privacy or publicity, (ii) the Content transmitted during
the term of the Contract and the use of the CGI System pursuant to this Exhibit will not
encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise
violate any applicable local, state, national or international laws, codes, ordinances or regulations,
and (iii) the County shall not attempt to gain unauthorized access to other computer systems, any
application/service for which the County has not paid fees to use, or data and information
belonging to others that is also hosted on the CGI System. The County warrants that it will not
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propagate computer worms, disabling codes or viruses or use the CGI System to make
unauthorized entry into any other computer or machine.
9.4. Compliance with Laws. Except as expressly provided in the Contract, the County shall be solely
responsible for ensuring that its use of the Hosting Services will comply with all laws, rules, and
regulations and decisions imposed by any jurisdiction in which the Hosting Services are received
or used.
10. PROPRIETARY RIGHTS FOR HOSTING
10.1. Ownership. CGI (or its licensors or suppliers, as the case may be) will retain ownership of the
CGI Materials. Except as permitted by the Contract or as CGI may agree in writing in advance,
the County will not copy or use any CGI Materials in any way that is not authorized by the
Contract. Any permitted copies of the CGI Materials (including derivative works to the extent
they incorporate or are based on any CGI Materials) made by or for the County are and will
remain the property of CGI (or its licensors). The County will reproduce and include on any
permitted copies of the CGI Materials all copyright or other proprietary rights notices or legends
that appear on or are otherwise included in the CGI Materials. CGI Materials are considered the
Confidential Information of CGI.
10.2. Grant of Limited License to CGI. The County hereby grants to CGI during the term of the
Contract a nonexclusive, nontransferable, limited right and license to access, display, reproduce,
process and otherwise use, in compliance with the Contract and for the sole purpose of
performing the Hosting Services for the County, the County-provided Managed Application(s),
and any Content furnished to CGI by or on behalf of the County. As between CGI and the
County, the County will retain ownership of all such Content.
11. LIMITED WARRANTY
11.1. Service Level Warranty. CGI warrants that the Hosting Services will be performed in a manner
that meets or exceeds the applicable Service Levels set forth in Exhibit B-2. If CGI fails to meet
the defined Service Levels, CGI’s sole obligation and the County’s exclusive remedy shall be as
set forth in Exhibit B-2.
11.1.1. Amendment No. 5 – for the purposes of the County’s upgrade to Advantage version 3.11
and version 4, this is now captured in Exhibit D-2 (Amendment No. 5 Managed
Advantage Plan Services SOW) attached herein.
11.2. Disclaimer. CGI DOES NOT GUARANTEE THE ACCURACY OF ANY ADVICE, REPORT,
DATA OR OTHER PRODUCT DELIVERED TO THE COUNTY THAT IS PRODUCED
WITH OR FROM DATA OR SOFTWARE PROVIDED BY THE COUNTY.
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CGI DOES NOT WARRANT THAT THE SOFTWARE, HOSTING SERVICES OR ACCESS
TO THE CGI SYSTEM WILL BE UNINTERRUPTED OR THAT THE RESULTS OF THE
HOSTING SERVICES WILL BE ERROR-FREE.
12. REMEDIES
12.1. Errors in Processed Data. The County shall be solely responsible for reviewing the accuracy of
any processing output provided by CGI prior to making use of such output, including
responsibility for output reports. If any such results are inaccurate due to the fault of CGI, CGI’s
sole obligation shall be to reprocess the affected data at no additional charge to the County. If
any such results are inaccurate due to the fault of the County, the County shall provide corrected
data and CGI shall be paid by the County on a time and materials basis to reprocess the corrected
data.
12.2. Loss of Data. If the County data is lost, corrupted or destroyed while in the possession or control
of CGI due to CGI’s fault or negligence, CGI will use commercially reasonable efforts to
reconstruct such data at CGI’s expense provided any files, data, programs or other information
that may be necessary to accomplish such reconstruction but which are not in CGI’s possession or
control are promptly furnished to CGI by the County upon request.
13. SECURITY INCIDENTS
13.1. Security Incident Notification. If CGI becomes aware of a Security Incident, CGI will (1) notify
County of the Security Incident within twenty four (24) hours of becoming aware of the Security
Incident and provide the County a summary of the Security Incident that is reasonably known at
that time such as: components of the CGI System affected, County data affected, County users
affected and County data/information affected; (2) investigate the Security Incident and provide
County with detailed information about the Security Incident; and (3) take reasonable steps to
mitigate the effects and to minimize any damage resulting from the Security Incident.
Notification(s) of Security Incidents will be delivered to one or more of County’s administrators
by any means CGI selects, including via email. CGI shall pay for notification of all affected
individuals as required by applicable law. CGI shall further pay for credit monitoring for all
affected individuals requesting such credit monitoring, for not less than one full calendar year
after any Security Incident. It is County’s sole responsibility to provide CGI with up-to-date
contact information for notification purposes. CGI’s fulfillment of its obligation to report or
respond to a Security Incident under this section is not an acknowledgement by CGI of any fault
or liability with respect to the Security Incident. County must notify CGI promptly about any
possible misuse of its accounts or authentication credentials or any security incident related to the
Services.
13.2. Security. In case of any security breach or hazard, CGI will have the right in its sole reasonable
discretion to suspend any Services if deemed necessary to prevent any harm to County, CGI or its
Amendment No. 5: Exhibit B-1 – Additional Terms and Conditions Page 12 CGI Technologies and Solutions Inc.
Confidential June 2019

customers and their respective businesses. CGI will promptly provide notice to County of any
such suspension.
13.3. Security Incident. Except as otherwise required by applicable law, in no event will CGI be liable
for any damages or costs arising out of a Security Incident resulting from other than CGI’s breach
of its obligations under this Agreement or the applicable Statement of Work.
Amendment No. 5: Exhibit B-1 – Additional Terms and Conditions Page 13 CGI Technologies and Solutions Inc.
Confidential June 2019

EXHIBIT B-3
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
PROPRIETARY SOFTWARE LICENSE AGREEMENT
1.0 Licensed Software. CGI is licensing to the County the following computer software components
comprising the Software:
1.1 CGI Advantage® Financial Management System including:
1.1.1 CGI Advantage Grants Lifecycle Management
1.1.2 CGI Advantage Inventory Management
1.1.3 CGI Advantage Asset Management
1.1.4 CGI Advantage 1099 Reporting - Added with this Amendment 5
1.2 CGI Advantage Procurement Professional including:
1.2.1 CGI Advantage Vendor Self-Service (“VSS”)
1.2.2 CGI Advantage VSS 4 Solution Pack - Added with this Amendment 5
1.3 CGI Advantage Performance Budgeting
1.3.1 CGI Advantage Salary and Benefits Forecasting (now included as part of base Advantage
Performance Budgeting)
1.4 CGI infoAdvantage End User Bundle
1.5 CGI infoAdvantage Dashboard
[NOTE: CGI will provide one (1) electronic copy of the Software to the County.]
2.0 Bundled Software Products. Included with the current licensed products is the following third party
software products “Bundled Software Products” required to be used in connection with Advantage
Software, unless otherwise noted. CGI is providing the following Bundled Software Products to the County:
2.1 Adobe LiveCycle –
[NOTE: Governed by Shrink-wrap License]
[NOTE: Maintenance Services Cancelled January 2017]
2.1.1 Adobe LiveCycle Output 10 License - Per CPU – 2 CPUs for Production
2.1.2 Adobe LiveCycle Output 10 License - Per Server – 1 Server for Non-Production
2.2 SAP BusinessObjects (Restricted Use Licenses)
[NOTE: Maintenance Services Cancelled January 2017]
Amendment No. 5: Exhibit B-3 – PSLA Page 1 CGI Technologies and Solutions Inc.
Confidential June 2019

2.2.1 Business Objects Ent Professional for QRA and WebIntelligence – 50 named users
2.2.2 Business Objects Desktop Intelligence – Thick Client – 50 Users
2.2.3 Business Objects Professional for QRA and WebIntelligence – 4 CPU server
2.3 SAP BusinessObjects (Unrestricted Use Licenses)
[NOTE: An Unrestricted Data License allows the County to use Business Objects with data
processed by systems other than Advantage except for data processed in the SAP ERP System (see
SAP Software Use Rights Agreement at www.sap.com/company/legal/index.epx).]
2.3.1 BA&T SAP BusinessObjects Business Intelligence Platform XI3.1 SP5 Unrestricted – 150
Concurrent Users
2.3.2 BA&T SAP BusinessObjects Business Intelligence Platform XI3.1 SP5 Unrestricted – 25
Named Users
2.3.3 BA&T SAP BusinessObjects Web Intelligence XI 3.1 SP5 Unrestricted - 150 Concurrent
Users
2.3.4 BA&T SAP BusinessObjects Dashboard XI 3.1 SP5 Unrestricted –150 Concurrent Users
2.3.5 BA&T SAP BusinessObjects Explorer XI 3.2 – 25 Concurrent Users
2.3.6 BA&T SAP BusinessObjects Int. Platform Mobile add on XI 3.1 SP5 – 25 Concurrent
Users
2.3.7 SAP Application Standalone Business Analytics Professional User – 2 named users
2.3.8 SAP Application Standalone BI Limited User - 23 named users
2.4 Finite Matters, Ltd. PatternStream® with FrameScript
2.4.1 1 Runtime/Developer License
2.5 IBM WebSphere Application Server Network Deployment – 2790 IBM Processor Value Units
Sub-Capacity
[NOTE: See Schedule A.1 for additional terms in original Exhibit B-3]
[NOTE: Maintenance Services to be CANCELLED October 1, 2022 as per project schedule
outlined in Exhibit D-1. Changes to the project schedule may result in a change to the cancel
date; additional fees may apply.]
2.6 IBM WebSphere Application Server Processor – 290 IBM Processor Value Units Sub-
Capacity
Amendment No. 5: Exhibit B-3 – PSLA Page 2 CGI Technologies and Solutions Inc.
Confidential June 2019

[NOTE: See Schedule A.1 for additional terms in original Exhibit B-3 Proprietary Software
License Agreement]
2.7 Versata Logic Server
2.7.1 One (1) Site license
2.8 Versata Designer Studio
2.8.1 One (1) Named User License
2.9 Annual Subscription Products –
2.9.1 Liaison (Hubspan) Punch Out – up to 25 suppliers
[NOTE: Maintenance Services Cancelled in Amendment 4]
2.9.2 Eclipse BIRT Engine & Designer Production – 2-cores
[NOTE: Maintenance Services removed in Amendment 4 and re-added without additional costs in
Amendment 5]
2.9.3 Eclipse BIRT Engine & Designer Non-Production – 2-cores
[NOTE: Maintenance Services removed in Amendment 4 and re-added without additional costs in
Amendment 5]
2.10 New and Upgraded Bundled Software Products with this Amendment 5
[NOTE: CGI will upgrade following Actian v9 Licenses to Actian v11]
[NOTE: Actian end-user license terms attached herein]
2.10.1 Actian Data Integrator v9 (formerly Pervasive Data Integrator)
2.10.1.1 Developer License - 1
2.10.1.2 Developer – 2 Licenses (2 Cores each)
2.10.1.3 Universal Engine Production - 2 Cores
2.10.1.4 Universal Engine Production - 4 Cores
2.10.1.5 Universal Engine Non-Production - 4 Cores
2.10.1.6 Universal Engine Non-Production - 2 Core
Amendment No. 5: Exhibit B-3 – PSLA Page 3 CGI Technologies and Solutions Inc.
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2.10.2 Actian DataConnect v11 (formerly Actian Data Integrator)
2.10.2.1 DataConnect 11 Flex Batch Engine, Production (Subscription) – 3 Engines
2.10.2.2 DataConnect 11 Flex Batch Engine, Dev/Test (Subscription) – 1 Engine
(NOTE: Dev/Test Subscription includes 5 named user developer licenses to
be used with the Dev/Test engine)
2.10.3 HighSoft
2.10.3.1 HighCharts – 6 Server Licenses
2.10.4 RedHat JBoss with Management – Premium
[NOTE: Red Hat JBOSS end-user license terms attached herein]
2.10.4.1 Production – 12-core
2.10.4.2 Non- Production – 24-core
2.10.4.3 Production – 4-core
[NOTE: Licenses to be added June 2021
2.10.4.4 Non-Production – 4-core
[NOTE: Licenses to be added June 2021
2.10.5 Redis
[NOTE: Licenses to be added June 2021
2.10.5.1 Production – 1 Shard
2.10.5.2 Non-Production – 1 Shard
2.11 Cancelled Bundled Software Products with this Amendment 5
2.11.1 Convey Desktop
[NOTE: Governed by Shrink-wrap License]
2.11.1.1 One (1) user based on 5000 transactions
3.0 Licensed Documentation. The Specifications for the Software are as set forth in the documentation,
which is available for download on the CGI website (https://sc.cgi.com/advantage/) or packaged with the
Software installation; referred to in this Agreement as the “Documentation”:
3.1 Documentation for Bundled Software Products is available on the applicable third party website.
4.0 License Type. The Software is licensed to the County on the following basis:
Amendment No. 5: Exhibit B-3 – PSLA Page 4 CGI Technologies and Solutions Inc.
Confidential June 2019

4.1 The Advantage Software is licensed to the County assuming a County operating budget between $2
billion per year and $4 billion per year. Should the County’s actual operating budget exceed $4
billion per year, additional license fees may apply;
4.2 The County is permitted to use the Advantage Software in support of Advantage System at CGI’s
facility in Phoenix, Arizona in accordance with the Contract;
4.3 In the event CGI is no longer providing Services to the County under Exhibit D-2 (Amendment No.
5 Managed Advantage Plan Services) attached herein, the County is granted a site license for use of
the Advantage Software in support of the County at a County facility designated in writing at that
time, and in the event of a failure of the computers at County’s facility, use at a back-up computer
facility in the United States until operations at the County’s primary facility have been restored. The
County may purchase additional licenses at CGI’s then current prices for use at any additional
facilities; and,
4.4 Notwithstanding the foregoing site license, the County’s use of infoAdvantage is unlimited as to
users.
5.0 Work That May Be Processed. The County may only use Software to process the County’s own work.
Data from processed by systems other than Advantage may be used in infoAdvantage except for data
processed in the SAP ERP System.
6.0 License Fee. Fees for the license(s) specified above in this Exhibit B-3, are included in Exhibit A (Payment)
for a License Fee as set forth in Exhibit A.
7.0 Warranty Period. The Warranty Period for the Software is a period of ninety (90) days beginning on the
date CGI has successfully completed CGI’s standard installation test following delivery of the Software to
the County.
All rights of the County in and to the Bundled Software Products will be governed by the terms and conditions of
this Proprietary Software License Agreement, and any additional supplier terms and conditions attached to or
referenced in this Exhibit B-3 as indicated in the product list above in Section 1 and Section 2. In the event of
conflict between the terms and conditions of this Proprietary Software License Agreement and applicable attached
supplier terms and conditions, the applicable supplier terms and conditions take precedence. Without limiting the
generality of the immediately foregoing sentence, CGI does not itself give or make any warranty or indemnification
of any kind with respect to the Bundled Software Products. In addition, the Bundled Software Products may contain
or require the use of open source products. Any open source products incorporated in, or used with, the Software
are subject to the applicable open source license agreement. Violation by the County of the additional supplier
terms and conditions attached to this Exhibit B-3 may result in termination of County’s right to use the applicable
Bundled Software Products under this Proprietary Software License Agreement. Such termination or changes in
Amendment No. 5: Exhibit B-3 – PSLA Page 5 CGI Technologies and Solutions Inc.
Confidential June 2019

the Software which CGI may make from time to time may make it necessary for County to acquire, at its own
expense, updated versions of the Bundled Software Products or alternative products designated by CGI.
Amendment No. 5: Exhibit B-3 – PSLA Page 6 CGI Technologies and Solutions Inc.
Confidential June 2019

EXHIBIT B-3
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
ATTACHMENT 1
END USER TERMS AND CONDITIONS
JBOSS ® ENTERPRISE MIDDLEWARE
These End User Terms and Conditions (“EULA”) are included as Attachment 1 to Exhibit B-3 to the CGI
Technologies and Solutions Inc. (“CGI”) Proprietary Software License Agreement (“License Agreement”)
between CGI and County, which commences on the Effective Date, and governs the County’s use of the JBoss
Enterprise Middleware and any related updates, source code, appearance, structure and organization (the
“Programs”), regardless of the delivery mechanism. By entering into the License Agreement, the County has
agreed to comply with the terms and conditions of the EULA and acknowledges that CGI’s obligations to County
under the License Agreement with respect to the Programs are limited to the obligations of Red Hat, Inc. specified
in the EULA. For purposes of EULA, the term “parties” refers to County and Red Hat, Inc. and, to the extent
applicable, CGI.
1. License Grant. Subject to the following terms, Red Hat, Inc. (“Red Hat”) grants to you a perpetual,
worldwide license to the Programs (each of which may include multiple software components) pursuant to the
GNU Lesser General Public License v. 2.1. With the exception of certain image files identified in Section 2
below, each software component is governed by a license that permits you to run, copy, modify, and redistribute
(subject to certain obligations in some cases) the software component. This EULA pertains solely to the Programs
and does not limit your rights under, or grant you rights that supersede, the license terms applicable to any
particular component.
2. Intellectual Property Rights. The Programs and each of their components are owned by Red Hat and
other licensors and are protected under copyright law and under other laws as applicable. Title to the Programs
and any component, or to any copy, modification, or merged portion shall remain with Red Hat and other
licensors, subject to the applicable license. The “JBoss” trademark, “Red Hat” trademark, the individual
Program trademarks, and the “Shadowman” logo are registered trademarks of Red Hat and its affiliates in the
U.S. and other countries. This EULA does not permit you to distribute the Programs using Red Hat's
trademarks, regardless of whether they have been modified. You may make a commercial redistribution of the
Programs only if (a) permitted under a separate written agreement with Red Hat authorizing such commercial
redistribution or (b) you remove and replaced all occurrences of Red Hat trademarks and logos. Modifications to
the software may corrupt the Programs. You should read the information found at
http://www.redhat.com/about/corporate/trademark/ before distributing a copy of the Programs.
3. Limited Warranty. Except as specifically stated in this Section 3, a separate agreement with Red
Amendment No. 5: Exhibit B-3 – Att 1 – Red Hat EULA Page 1 CGI Technologies and Solutions Inc.
Confidential June 2019

Hat, or a license for a particular component, to the maximum extent permitted under applicable law, the
Programs and the components are provided and licensed “as is” without warranty of any kind, expressed
or implied, including the implied warranties of merchantability, non-infringement or fitness for a
particular purpose. Red Hat warrants that the media on which the Programs and the components are provided
will be free from defects in materials and manufacture under normal use for a period of 30 days from the date
of delivery to you. Neither Red Hat nor its affiliates warrant that the functions contained in the Programs will
meet your requirements or that the operation of the Programs will be entirely error free, appear or perform
precisely as described in the accompanying documentation, or comply with regulatory requirements. This
warranty extends only to the party that purchases subscription services for the Programs from Red Hat
and/or its affiliates or a Red Hat authorized distributor.
4. Limitation of Remedies and Liability. To the maximum extent permitted by applicable law, your
exclusive remedy under this EULA is to return any defective media within 30 days of delivery along with a
copy of your payment receipt and Red Hat, at its option, will replace it or refund the money you paid for the
media. To the maximum extent permitted under applicable law, under no circumstances will Red Hat, its
affiliates, any Red Hat authorized distributor, or the licensor of any component provided to you under this
EULA be liable to you for any incidental or consequential damages, including lost profits or lost savings
arising out of the use or inability to use the Programs or any component, even if Red Hat, its affiliates,
an authorized distributor, and/or licensor has been advised of the possibility of such damages. In no
event shall Red Hat's or its affiliates’ liability, an authorized distributor’s liability or the liability of the
licensor of a component provided to you under this EULA exceed the amount that you paid to Red Hat for
the media under this EULA.
5. Export Control. As required by the laws of the United States and other countries, you represent and
warrant that you: (a) understand that the Programs and their components may be subject to export controls
under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (b) are not located in a
prohibited destination country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, North
Korea, Sudan and Syria, subject to change as posted by the United States government); (c) will not export, re-
export, or transfer the Programs to any prohibited destination, persons or entities on the U.S. Bureau of Industry
and Security Denied Parties List or Entity List, or the
U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any
similar lists maintained by other countries, without the necessary export license(s) or authorizations(s); (d)
will not use or transfer the Programs for use in connection with any nuclear, chemical or biological weapons,
missile technology, or military end-uses where prohibited by an applicable arms embargo, unless
authorized by the relevant government agency by regulation or specific license; (e) understand and agree
that if you are in the United States and export or transfer the Programs to eligible end users, you will, to the
extent required by EAR Section 740.17(e), submit semi-annual reports to the Commerce Department’s
Bureau of Industry and Security, which include the name and address (including country) of each transferee;
and (f) understand that countries including the United States may restrict the import, use, or export of
Amendment No. 5: Exhibit B-3 – Att 1 – Red Hat EULA Page 2 CGI Technologies and Solutions Inc.
Confidential June 2019

encryption products (which may include the Programs and the components) and agree that you shall be
solely responsible for compliance with any such import, use, or export restrictions.
6. Third Party Programs. Red Hat may distribute third party software programs with the Programs that
are not part of the Programs. These third party software programs are not required to run the Programs, are
provided as a convenience to you, and are subject to their own license terms. The license terms either
accompany the third party software programs or can be viewed at
http://www.redhat.com/licenses/thirdparty/eula.html. If you do not agree to abide by the applicable license terms
for the third party software programs, then you may not install them. If you wish to install the third party software
programs on more than one system or transfer the third party software programs to another party, then you must
contact the licensor of the applicable third party software programs.
7. General. If any provision of this EULA is held to be unenforceable, the enforceability of the remaining
provisions shall not be affected. Any claim, controversy or dispute arising under or relating to this EULA shall
be governed by the laws of the State of New York and of the United States, without regard to any conflict of
laws provisions. The rights and obligations of the parties to this EULA shall not be governed by the United
Nations Convention on the International Sale of Goods.
Amendment No. 5: Exhibit B-3 – Att 1 – Red Hat EULA Page 3 CGI Technologies and Solutions Inc.
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EXHIBIT B-3
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
ATTACHMENT 2
END USER TERMS AND CONDITIONS
ACTIAN CORPORATION
CUSTOMER LICENSE AND SUPPORT SERVICES AGREEMENT PLEASE READ THIS AGREEMENT
CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE.
This Customer License and Support Services Agreement ("Agreement") is a legal agreement between the end user
downloading or installing the software ("you") and Actian Corporation, with its principal place of business
located at 2300 Geng Road, Suite 150, Palo Alto, CA 94303 ("Us," "Our," or "We"). IF YOU ARE ENTERING
INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR AN ENTITY, YOU REPRESENT THAT
YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY OR ENTITY AND YOU HAVE THE
AUTHORITY TO ENTER INTO THIS AGREEMENT AND LEGALLY BIND YOUR COMPANY OR
ENTITY. For purposes of this Agreement, "You" or "Your" includes you and any of your companies or entities
that you have bound under this Agreement. This Agreement governs the purchase and use of the software and
services described in an Order (defined below).
1. DEFINITIONS.
1.1 "Documentation" means the user documentation supplied by Us with the Product.
1.2 "Customer Subsidiaries" means those companies which are Your wholly-owned subsidiary on the Effective
Date of this Agreement. Wholly-owned subsidiary shall be defined as an entity in which You own a 100%
shareholding.
1.3 "Order" means a document typically titled "Order Confirmation" or “Software and Support Services Order,”
executed by the parties, that refers to this Agreement and describes in greater detail Your order-specific
information and use restrictions including, but not limited to: Your billing information, lists of Products and
Support Services ordered, permitted number of cores with which the Products can be used, and pricing. Such
Order(s) is (are) hereby incorporated into this Agreement by reference.
1.4 "Outsourcer" means a third party engaged by You for internal data processing, consulting, product
customization, or internal information management.
1.5 "Products" means the machine-readable object code of the software programs specified in an order, together
with any Documentation and Updates thereto.
1.6 "Subscription Term" means one year from the date of the applicable Order or as otherwise specified in the
Order or an addendum to this Agreement.
1.7 "Support Services" means Product support services.
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 1 CGI Technologies and Solutions Inc.
Confidential June 2019

1.8 "Updates" means any update, release, or enhancement that is provided to You at Our discretion under
Support Services.
1.9 "Warranty Period" means thirty (30) days from the date of initial delivery to You of the applicable Product
(excluding Updates).
2. LICENSE.
2.1 License Grant. Provided that You comply with the terms and conditions of this Agreement, including, but
not limited to the conditions stated in Sections 2.2(i) – 2.2(iv), We grant You a limited, non-exclusive, non-
sublicensable and non-transferable license to use the Products for Your business purposes during the Subscription
Term in accordance with the terms and conditions of this Agreement with any restrictions stated in an Order or
attachment hereto, such as the number of copies of the Products made or used by You, installed on Your
workstations or servers, or on the number of Your users or the number of seats, sockets or cores accessing or
using the Product. For the avoidance of doubt, You have no right or license under this Agreement to any use,
copy, instance or version of a Product or other software program, or support services for a particular Product,
unless such use, copy, instance or version and such support services are covered in a then-current Order or
attachment thereto. You must ensure that any limits on the number of cores/CPUs are not exceeded by platform
virtualization or other means. Customer Subsidiaries may place Order(s) under this Agreement, provided that
such Order(s) reference this Agreement, and shall have the benefit of the Support Services as may be described in
such Order(s), provided that:
i) You will ensure that each of such Customer Subsidiaries is aware of and complies with the terms of this
Agreement as though such Customer Subsidiaries were You, and You are liable and responsible for their acts and
omissions; and
ii) You will indemnify Us and keep Us fully and effectively indemnified against all costs, claims, demands,
expenses and liabilities of whatsoever nature which We may sustain as a result of a failure by any Customer
Subsidiaries to comply with the terms of this Agreement.
2.2 Product Use Rights. The license granted in Section 2.1, above, is subject to the following conditions:
i) License Restrictions. Except as expressly permitted by this Agreement, You may not:
(i) distribute, lease, loan, sell, encumber, sublicense, or otherwise transfer a Product;
(ii) permit third-party access to or use of the Products, or use, access, or allow access to the Products in any way
to benefit third parties, including, but not limited to operating the Products in a service bureau, SaaS, ASP, or
other similar hosted environment; (iii) use a Product to provide or operate hosting or Application Service
Provider(ASP) services, Software as a Service, service bureau, marketing, training, outsourcing services, or
consulting services, or any other commercial service related to the Products;
(iv) use a Product to develop a product which is competitive with any of the software programs manufactured
and/or marketed by Us;
(v) use a Product in the same production environment in which You deploy an open source version of the Product;
vi) use the Products beyond the scope or term of any license; or (vii) use the Product to process data for third
parties (e.g., data performing data migrations, conversions, or transformations for Your customers). Actian
Vector (formerly Vectorwise) cannot be used as a transactional database. You shall notify Us if You become
aware of any unauthorized third party access to, or use of, a Product.
ii) Outsourcers. You may permit access to, and use of, the Products by an Outsourcer, provided that:
(i) the Outsourcer agrees to comply with the terms of this Agreement and to access and use the Products solely for
purposes of rendering services to You; and
(ii) the total number of licenses used by You and Outsourcer must not exceed the scope or number of licenses
purchased. You shall be responsible and liable for Outsourcer's compliance with the terms of this Agreement.
Upon completion of Your services by Outsourcer, You shall, upon Our request, certify in writing that Outsourcer
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 2 CGI Technologies and Solutions Inc.
Confidential June 2019

has un-installed and destroyed all copies of Products within thirty (30) days of such completion of services, and
You will give Us any reasonable assistance We may request to ensure Outsourcer complies with this clause.
iii) Duplication of Product. You may make Product copies equal to the number of licensed copies expressly
authorized under this Agreement plus a reasonable number of archival copies for inactive backup purposes,
provided that all Product copyright, trademark, patent, and related proprietary notices incorporated in or affixed to
the Product shall be duplicated by You on all copies or extracts thereof and shall not be altered, removed, or
obliterated. Except as required to be permitted by applicable law, reverse compiling (including reverse compiling
to ensure interoperability), reverse engineering and other source code derivation of the Product is prohibited. If
You wish to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law,
You shall first provide written notice to Us and permit Us, at Our discretion, to make an offer to provide
information and assistance reasonably required to ensure Product interoperability with Your other products for a
fee to be mutually agreed upon (if any).
iv) Product Ownership and Restrictions. The copies of Products provided hereunder are licensed, not sold, and all
intellectual property rights and title to the Products shall remain with Us and Our suppliers and no interest or
ownership therein is conveyed to You. No right to create a copyrightable work, whether joint or unitary, is
granted or implied; this includes works that modify (even for purposes of error correction), adapt, or translate the
Product or create derivative works, compilations, or collective works therefrom, except as necessary to configure
the Product using the menus, options and tools provided for such purposes and contained in the Product. You
shall not attempt to circumvent any user limits or other license, timing or use restrictions that are built in to the
Products. Certain items of software code provided along with the Products are subject to “open source” licenses
(“Third Party Code”) provided with the Products. The Third Party Code is not subject to the terms and conditions
of this Agreement, except for Sections 5 and 6 of this Agreement. Nothing in this Agreement limits Customer’s
rights under, or grants Customer rights that supersede the terms and conditions of any applicable license for the
Third Party Code, including any rights to copy, modify or distribute Third Party Code under the applicable
license.
You are hereby notified that the Products may contain time-out devices, counter devices, and/or other devices
intended to ensure the limits of a particular license will not be exceeded (“Limiting Devices”). If the Products do
contain Limiting Devices, We shall ensure that You receive any keys or other materials necessary to use the
Products to the limits of Your license.
2.3 Product Export. Any person or entity exporting or re-exporting Products or services directly or indirectly and
via any means, including electronic transfer, is wholly responsible for doing so in accordance with the U.S.
Export Administration Regulations and the laws of host countries and You agree to comply strictly with all such
laws and regulations. We assume no responsibility or liability for Your failure to obtain any necessary export
approvals. Specifically, no Product or services may be exported to embargoed or otherwise restricted countries or
end-users. This provision shall survive the expiration or earlier termination of this Agreement.
3. SUPPORT AND ADDITIONAL SERVICES.
3.1 Support Services. The details of the Support Services can be found at
http://supportservices.actian.com/support-services/support#policy. We may suspend or terminate Support
Services for all Product(s) in the event that You do not pay fees for Support Services when due. If You purchase
Support Services for a Product, then You shall purchase Support Services for all licenses and copies of such
Product. You may not use or access support services (i) for a software product not covered in a then-current
Order, or (ii) for a Product not covered by a then-current paid Actian support plan. You may not use or access
support services for the benefit of a third party, or provide access to or permit use of support services by a third
party.
3.2 Additional Services. Consulting services or training may be obtained by You on an as-available basis and at
mutually agreed rates in accordance with a separate agreement. Should we agree to provide consulting services,
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 3 CGI Technologies and Solutions Inc.
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the payment of the Product license and Support Services fees under this Agreement shall not be contingent under
any circumstances upon the performance of any such services including installation and implementation services.
4. FEES; TAXES; PAYMENT TERMS; PURCHASE ORDERS; SHIPPING.
4.1 Fees. Fees or other charges shall be as specified in an Order. All amounts payable under this Agreement
shall be payable in advance, and shall be non-refundable and not subject to set off or deduction by You. In the
event that You wish to renew the subscription of a Product, the applicable price shall be that stated within the
then-current Actian price list, unless otherwise agreed between the parties.
4.2 Taxes. Our fees are exclusive of, and You are responsible for, duties and taxes (other than taxes on Our
income).
4.3 Invoicing and Payment. All payments of fees and charges under this Agreement shall be made in U.S.
dollars within thirty (30) days of the date of the applicable invoice sent to You by Us. Any amount payable by
You to Us hereunder which is past due may be subject to a late payment charge equal to one
and a half percent (1.5%) per month, or the highest rate permitted by law, whichever is less. The receipt or
request for payment of such amounts shall not prejudice Our rights with respect to Your failure to pay on the due
date.
4.4 Orders and Shipping. We have no obligation to accept Purchase Orders, including without limitation
Purchase Orders for renewal of Support Services. Any fulfillment of Purchase Orders shall be solely in
accordance with the terms of this Agreement and We expressly reject any conflicting terms and conditions in
Your Purchase Order. Products and Documentation are shipped FOB origin, Our site. Delivery will be by
electronic or physical means, at Our election, and all Products shall be deemed accepted by You immediately
upon the earlier of download or receipt from Us.
5. LIMITED WARRANTIES.
5.1 We warrant that, during the Warranty Period, the Products (excluding Updates) will operate substantially in
conformity with the applicable Documentation. Updates are not included within the definition of Products for the
purposes of any Warranty or Warranty Period.
5.2 Within the Warranty Period, if You detect a defect in a Product's physical media, You may return the
defective media to Us and We will replace it free of charge.
5.3 Provided that We are notified in writing of a Product's non-conformance with the warranty set forth in
section 5.1 within the applicable Warranty Period, We shall, at Our option: a) repair or replace the defective
Product, or b) refund the license fees paid for the Product in exchange for a return of the defective Product. In the
event of a refund Your license to use the Product will immediately expire. This Section 5.3 is Your exclusive
remedy for breach of the limited warranty in Section 5.1. The above warranties specifically exclude defects
resulting from accident, abuse, misapplication or unauthorized repair, modifications, enhancements and
installation in an incompatible environment. We do not warrant that use of the Products will be uninterrupted or
error free.
5.4 EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS SECTION 5 AND TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," AND WE,
AND OUR SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER
EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
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WARRANTY (I) OF MERCHANTABILITY OR SUITABILITY, (II) OF FITNESS FOR A PARTICULAR
PURPOSE, OR (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
6. LIMITATION OF LIABILITY.
To the maximum extent permitted by applicable law, in no event will We or Our Suppliers be liable to You or any
third party for any indirect, special, incidental, consequential or punitive damages arising out of or related to this
Agreement, including without limitation, any lost profits or revenues, loss or inaccuracy of any data, or cost of
substitute goods, regardless of the theory of liability (including negligence) and even if We have been advised of
the possibility of such damages. We and Our suppliers' aggregate liability to You or any third party for any cause
whatsoever shall not exceed the total fees paid by You to Us under this Agreement during the 12 months
preceding the date that the claim arose. In no event shall You raise any claim under this Agreement more than 2
years after (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the
termination of this Agreement. The limitations in this Section shall apply even if any remedy fails of its essential
purpose. Nothing in this Agreement shall exclude or limit either party's liability for death or personal injury
caused by that party's negligent act or omission or by wilful default.
7. THIRD PARTY CLAIMS.
7.1 We shall: (i) defend, or at Our option settle, any legal proceeding brought against You to the extent that it is
based on a claim that a Product infringes a third-party patent, trademark or copyright of the country in which You
take delivery of the Product; and (ii) pay all damages and costs finally awarded against You by a court of
competent jurisdiction to the extent attributable to such a claim or agreed to by way of a settlement entered into
by Us, provided that: You (i) notify Us promptly of each such claim; (ii) give Us sole control of the defense
and/or settlement of the claim; (iii) fully cooperate with Us in the defense or settlement of the claim; (iv) mitigate
such damages and costs as far as is reasonably possible; and (v) take no action that may prejudice Our ability to
defend the claim.
7.2 If all or any part of the Product is, or in Our opinion is likely to become, the subject of a claim of
infringement, We may at Our sole discretion:
(i) procure for You the right to use the Product or the affected part thereof; (ii) replace the Product or affected part
with other software that has the same or additional functionality; (iii) modify the Product or affected part to make
it non-infringing; or (iv) if none of the foregoing remedies is commercially feasible as determined by Us in Our
sole discretion, terminate your license to the Product and upon return of the Product, refund a pro-rated (over a 12
month period on a straight-line basis) portion of the payments paid by You to Us over the preceding 12 months
for the Product or the affected part.
7.3 We shall have no liability or other obligations to the extent a claim is based on: (i) failure to use an Update
provided by Us, if infringement could have been avoided by use of the latest version of the Products; (ii)
combination, operation, or use of Products with other products not provided by Us, if such infringement would
have been avoided in the absence of such combination, operation, or use; (iii) Your use of Product in any manner
inconsistent with the applicable license terms and conditions; (iv) modification, alteration, or enhancement to the
Product not performed or expressly authorized by Us; (v) the furnishing to You of any information, service or
technical support by a third party; (vi) non-licensed use of the Products; or (vii) Our compliance with Your
designs, specifications or instructions.
THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND
OBLIGATION OF US AND YOUR EXCLUSIVE REMEDY FOR CLAIMS OF INFRINGEMENT OF THIRD
PARTY RIGHTS.
8. TERM AND TERMINATION.
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 5 CGI Technologies and Solutions Inc.
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8.1 Unless sooner terminated as provided below, the term of this Agreement shall begin on the Effective Date
and continue for one year and then automatically renew for successive one-year terms, unless either party notifies
the other party in writing of its intent not to renew at least ninety days prior to the expiration of the initial or then-
current renewal term. If the Agreement term is not renewed, it shall be deemed to expire upon the earlier of (i)
one year from the end of the then-current term or (ii) the end of the last remaining Subscription Term. If a Product
is obtained under a perpetual license, the Agreement shall be deemed not to expire for purposes of that Product
only.
8.2 Notwithstanding the foregoing, either party may terminate this Agreement or an Order (i) by written notice
of breach of the Agreement or such Order, provided the other party fails to cure such breach within thirty days
after such notice, or (ii) forthwith if the other party makes an assignment for the benefit of creditors or
proceedings are commenced by or for such other party under any bankruptcy, insolvency, or debtor's relief law.
Upon termination or expiration for any reason, all rights (including all license rights) and obligations shall
terminate except as provided in this Section 8.2 (and Section 8.1 in the case of expiration only), and such
termination or expiration shall not relieve You from Your obligation to pay fees that remain unpaid and shall not
limit either party from pursuing other available remedies. Upon termination or expiration of this Agreement or
any part thereof, We shall have no obligation to refund to You any fees paid by You. If an Order is terminated or
expired, You must certify in writing to Us that You have immediately un-installed and destroyed or returned all
copies of the Product within thirty (30) days of such termination/expiration. The following Sections survive
termination or expiration of this Agreement: 1, 2.1(i) and (ii), 2.2(iv), 4, 5.4, 6, 8, and 9.
9. GENERAL.
9.1 Confidential Information. Each party receiving Confidential Information ("Recipient") shall retain in
confidence and require its employees, agents, and contractors to retain in confidence all Confidential Information
of the other party ("Discloser"). "Confidential Information" means (i) for Us: the terms and conditions of this
Agreement, all financial terms and conditions contained in Our quotation, and the Products as well as results of
any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (ii) for either
party: any information, in written or other tangible form, which has been conspicuously marked by Discloser as
"confidential" or "proprietary" or if not so marked, if it should reasonably be regarded as confidential due to the
nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in the same
manner Recipient protects its own Confidential Information of similar importance, but in no event with less than
reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be
disclosed to any third party (except, solely to employees, attorneys, consultants, and subsidiaries, who need to
know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential
Information in a manner consistent with this Agreement) or used except as permitted under this Agreement.
Confidential Information shall not include any information that: (i) is or becomes publicly known without the
Recipient's breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a
source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently
developed by the Recipient without any access to the Discloser's Confidential Information. Notwithstanding the
foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in
compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof
and the Recipient provides cooperation and assistance in any attempt to prevent or limit such disclosure. The
obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a
period of three (3) years after the date of termination of this Agreement.
9.2 Relationship of the Parties. This Agreement is not intended to and shall not create a relationship such as a
partnership, franchise, joint venture, fiduciary, agency or employment relationship. Neither party may act in a
manner that expresses or implies a relationship other than that of independent contractor, nor bind the other party.
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 6 CGI Technologies and Solutions Inc.
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9.3 Governing Law and Venue. Any action related to this Agreement shall be governed by California law and
controlling U.S. federal law, and the choice of law rules of any jurisdiction shall not apply. The parties agree that
the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
The venue for any claims arising under this Agreement shall be the federal courts located in the Northern District
of California or the state courts located in Santa Clara County, California, and the parties agree to submit to the
exclusive jurisdiction of such courts.
9.4 Assignment. Neither this Agreement nor any right, obligation, or Product licensed hereunder may be
assigned by You without Our prior written consent. Any purported assignment in violation of the foregoing is
void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their permitted successors and assigns.
9.5 Severability. If any provision of this Agreement is declared unlawful, void, or unenforceable, then that
provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and
enforceability of the remaining provisions.
9.6 Audits. During the term of this Agreement and continuing until two years after termination or expiration,
You shall keep and retain complete and accurate records regarding Your use of the Products.
i) Self-Audits. To help manage Your use of the Products and Your compliance with this Agreement, You agree to
perform a self-audit upon 10 working days prior written notice from Us, on the self- audit form made available by
Us. If Your self-audit form reveals a discrepancy that You have previously or are currently using more of Our
products than You have valid Orders or licenses for, You must pay Us the unpaid amounts at the same time as
returning the self-audit form to Us. In the event that You are late in submitting a self-audit form We may delay
accepting orders and/or suspend Support Services until We receive the self-audit form and We may instigate the
Formal Audit process defined below.
ii) Formal Audits. We, or Our designated agent, may, upon five (5) working days prior written notice to You,
inspect any of Your facilities where Products are used and audit records for the purpose of confirming Your use of
the Products and Your compliance with this Agreement. We may perform only one formal audit per twelve (12)
month period unless a previous audit reveals a discrepancy. Our audit shall be performed at Our sole expense;
provided however, that if, as a result of Our audit, it is determined that You have underpaid Us by more than 5%
of the amount owed during the period audited, then You shall bear the reasonable cost of Our audit. In the event
of any underpayment, You shall pay all past-due fees immediately in accordance with the terms of this
Agreement. This section survives termination of this Agreement for two (2) years.
9.7 Force Majeure. Except with respect to the obligation to pay fees when due hereunder, neither party shall be
deemed in default of this Agreement because of a delay or failure in performance of its obligation resulting from
any cause beyond its reasonable control (a "Force Majeure"), provided it gives reasonably prompt notice of the
Force Majeure condition to the other party and uses reasonable efforts to mitigate the delay or failure.
9.8 Notices. Any notices required or permitted to be given hereunder shall be delivered by personal delivery,
express courier, or recorded delivery, postage prepaid, return receipt requested, to a party's address set forth in an
Order, or if to You to Your headquarters or to Us to: Actian Corporation, Attn: Legal Department, 500 Arguello
Street, Suite 200, Redwood City, CA 94063. A notice shall be deemed effective when actually delivered. Either
party may change its address for purposes of this Agreement by written notice given in accordance herewith.
9.9 Marketing. Except if required to do so by the Securities Exchange Commission, regulatory authority or
similar body, neither party shall provide copies of this Agreement or otherwise disclose its terms to any third
party, without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
The parties agree that within thirty (30) days of the Effective Date We may issue a press announcement describing
the relationship of the parties. You agree to allow Us to reference and identify You, and use Your logo in Our
Amendment No. 5: Exhibit B-3 – Att 2 – Actian EULA Page 7 CGI Technologies and Solutions Inc.
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advertising, sales promotion, press releases, public filings, website usage, and other publicity matters relating to
the Products furnished and/or the related Support Services performed pursuant to this Agreement, so long as such
use is without any modification of Your name, mark, or logo.
You agree to act as a "Reference Account" for Us. In such cases where You have agreed to serve as a "Reference
Account," We shall be allowed to refer other customers, potential customers, press, analysts, etc., to Your
executives, who are familiar with Your relationship with Us, to act as a reference for Us
9.10 U.S. Government End Users. The software is "commercial items" as that term is defined at 48 C.F.R. 2.101,
consisting of "commercial computer software" and "commercial computer software documentation" as such terms
are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4,
all U.S. Government end users acquire the software with only those rights set forth under this Agreement. Any
technical data provided that is not covered by the above provisions shall be deemed "technical data-commercial
items" pursuant to 48 C.F.R. 252.227.7015(a). Any use, modification, reproduction, release, performance, display
or disclosure of such technical data shall be governed by the terms of 48 C.F.R. 252.227.7015(b).
9.11 High Risk Activities. The Products are not fault-tolerant and not designed, manufactured or intended for use
or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support
machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or
severe physical or environmental damage (“High Risk Activities”). We and Our suppliers specifically disclaim
any express or implied warranty of fitness for High Risk Activities.
9.12 Third Party Rights. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall
create or confer any rights or other benefits in favor of any person not a party hereto, except with respect to
Microsoft software included in the Products. Microsoft is a third party beneficiary with the right to enforce its
right in its software.
9.13 Injunctive Relief. You acknowledge that the Products contain Our and Our licensees' valuable trade secrets
and proprietary information and that any actual or threatened disclosure or unauthorized use or distribution of the
Products or Our or Our licensees' Confidential Information will constitute immediate and irreparable harm to Us
for which monetary damages would be an inadequate remedy and entitle Us to immediate injunctive relief
without the need to post a bond or show actual monetary damages.
9.14 Integration and Amendment. This Agreement constitutes the entire agreement between the parties and
supersedes all prior or contemporaneous conditions, agreements, communications or representations, whether oral
or written, relating to the subject matter hereof. Neither party has relied on any statement or representation by an
employee or agent of the other party in entering into this Agreement. Any additional or different terms in Your
documents (including any terms contained on Purchase Orders) shall not apply and are hereby deemed to be
material alterations and notice of objection to, and rejection of them is hereby given. Except as permitted herein,
this Agreement may not be modified or any term or condition waived except in writing signed by a duly
authorized representative of each party. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof.
Headings are for convenience only and shall not affect the interpretation of any provision hereunder.
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EXHIBIT B-4
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
PROPRIETARY SOFTWARE MAINTENANCE AGREEMENT
1.0 Definitions.
Capitalized terms used in this Proprietary Software Maintenance Agreement (“PSMA”) will have the
meanings given below or in the context in which the term is used, as the case may be.
1.1 “Documentation” means the documentation provided by CGI for the Software pursuant to the License
Agreement.
1.2 “Enhancements” means changes or additions to the Software which CGI develops and makes available
at no additional charge to all licensees of the Software who are under then-current maintenance
agreements.
1.3 “License Agreement” means the Proprietary Software License Agreement incorporated and made part
of the Contract as Exhibit B-3 pursuant to which CGI licensed the Software to the County.
1.4 “Maintenance Period” means the term of this Proprietary Software Maintenance Agreement or any
subsequent renewal period. Each renewal period is a separate Maintenance Period. Each renewal
Maintenance Period, if any, will be a period of twelve (12) months.
1.5 “Maintenance Services” means the standard support and maintenance services provided by CGI for
the Software described in Section 2 of this Agreement.
1.6 “Maintenance Term” means the period for which Maintenance Fees are specified in Exhibit A of the
Contract.
1.7 “Software” means the software referenced in the License Agreement.
1.8 “Software Incident” means a material deviation of the Software from the specifications for the
Software identified in the License Agreement.
2.0 Maintenance.
2.1 CGI “Standard Support and Maintenance Services” provide the County with the required ongoing
enhancements to the Software to address functional and technical changes. Specifically, the Standard
Support and Maintenance Services provide these major components:
2.1.1 Internet access through our secure web site, eAccess (https://support.cgi.com//advantage/ ), to
a variety of 24x7 support materials.
Amendment No. 5: Exhibit B-4 – PSMA Page 1 CGI Technologies and Solutions Inc.
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2.1.2 Help Desk Support with direct phone, email, and web support on the baseline products
through the CGI County Support Center. Standard hours of operation are 8 am EST to 9 pm
EST Monday-Friday. CGI can be reached at 800-321-0267 via phone and
https://support.cgi.com//advantage/ via our online support website.
2.1.3 Software Incident corrections to the Software.
2.1.4 Software releases are provided periodically to address technical and functional compatibility
with system software and ongoing regulatory changes and changes to business practices.
Documentation updates are provided as part of each release. Additional Software Incident
corrections will be included in releases, as dictated by testing requirements and the magnitude
of the required change.
2.1.5 Enhancements to the Software are provided in new releases.
2.1.6 Membership to the CGI Advantage User Group. Membership provides the option to
participate in various user group activities such as the annual CGI Forum, regional User
Group meetings and voting for the User Group Steering Committee that works closely with
CGI on a variety of client issues and concerns. Membership also provides each site the option
of proposing a candidate for election to the User Group Steering Committee.
2.1.7 CGI will support the following features of the CGI Advantage solution:
2.1.7.1 The system components that the County is currently contracted for and is paying
maintenance on;
2.1.7.2 The third-party software component releases that are compatible with the currently
supported version of the CGI Advantage solution;
2.1.7.3 The documented features of the CGI Advantage Software, as listed on the delivered
on-line documentation and help files;
2.1.7.4 All standard baseline features of the system, including configuration tables (e.g.
Required Elements) of the CGI Advantage Software, that DO NOT include
infrastructure or other programming code changes. Any client-specific configuration
tables will not be supported.
2.1.8 Prioritizations of all issues and Software Incidents according to the following schedule:
Severity Definition
1 - Critical A problem with CGI supported Software causing critical impact to the client’s business
operation. No workaround is immediately available and work using the Software cannot
continue.
2 - Serious A problem with CGI supported Software causing significant impact to the client’s
business operation. A workaround is available but is unacceptable on a long term basis.
Amendment No. 5: Exhibit B-4 – PSMA Page 2 CGI Technologies and Solutions Inc.
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Severity Definition
3 - Moderate A problem with CGI supported Software that impairs some functionality, but a
practical workaround exists.
4 - Minor A problem that does not affect any functionality of the Software.
2.2 CGI may, at its option, investigate and correct suspected Software Incidents at CGI’s offices to the
extent possible. If CGI’s personnel travel to County’s place of business at County’s request to perform
maintenance services, County will pay CGI for the travel time and the reasonable travel and other out-
of-pocket expenses of CGI’s personnel. If a suspected Software Incident is attributable to a cause other
than the Software as delivered by CGI, then County will pay for CGI’s work on a time-and-materials
basis. If the Software module containing the Software Incident has been modified by non-CGI
personnel, CGI will charge County on a time-and-materials basis at CGI’s then-current hourly rates for
analyzing and fixing the Software Incident in County’s version, and for any installation assistance
County requires.
2.3 At the expiration of the Maintenance Period stated in this Proprietary Software Maintenance
Agreement, County may buy maintenance services for the Software for subsequent Maintenance
Periods in which CGI is offering maintenance services, at the prices referenced in Exhibit A of the
Contract, and for any renewal Maintenance Periods not provided for in Exhibit A, at CGI’s then current
prices or other mutually agreed to fees. County may obtain such maintenance services only if
(i) County has paid the maintenance fee for all prior Maintenance Periods; and (ii) County incorporates
into the Software all releases, corrections, and Enhancements to the Software that CGI has made
available to County, no less than two minor software releases prior to current release.
2.4 All Enhancements and corrections to the Software and Documentation provided by CGI pursuant to
this Proprietary Software Maintenance Agreement will become a part of the Software and
Documentation for the purposes of the License Agreement at the time they are provided to County and
are hereby licensed to County as part of the Software and Documentation pursuant to all of the terms
and conditions of the License Agreement.
3.0 Payment Terms.
County will pay the maintenance fees for the initial Maintenance Period as set forth in Exhibit A (Pricing).
CGI will provide County with written notice of and an invoice for the maintenance fees for each subsequent
Maintenance Period at least thirty (30) calendar days prior to the expiration of the then-current Maintenance
Period. CGI will not be obligated to provide maintenance services in any Maintenance Period (including the
initial Maintenance Period) unless the maintenance fees for the Maintenance Period have been paid in full.
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EXHIBIT B-4
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
ATTACHMENT 1
1. Maintenance Period. The Maintenance period is the period that began on October 1, 2013 and ending
June 30, 2031.
2. Maintenance Fee. The maintenance fees payable for each Maintenance Period are specified in Exhibit A
(Payment). County may buy Maintenance Services for the Software for subsequent Maintenance Term(s)
in which CGI is offering Maintenance Services, at CGI’s then-current prices.
3. Software. The Maintenance Services under this Agreement are provided with respect to the Software and
Bundled Software Products identified in Exhibit B-3 (Proprietary Software License Agreement). The
Maintenance Period has expired or County has chosen to cancel maintenance services for certain Software
products, specified below, and those Software products will not be eligible for maintenance services,
enhancements, patches or upgrades going forward. If, at a later date, County chooses to reinstate
maintenance services for these Software products, CGI may charge back maintenance fees or a new license
fee, whichever is less. In accordance with this Section 3, Maintenance Services will no longer be provided
for the following Software and Bundled Software Products:
a. Adobe LiveCycle Output 10 License - Per CPU – 2 CPUs for Production
[NOTE: Maintenance Services Cancelled January 2017]
b. Adobe LiveCycle Output 10 License - Per Server – 1 Server for Non-Production
[NOTE: Maintenance Services Cancelled January 2017]
c. Business Objects Ent Professional for QRA and WebIntelligence – 50 named users
[NOTE: Maintenance Services Cancelled January 2017]
d. Business Objects Desktop Intelligence – Thick Client – 50 Users
[NOTE: Maintenance Services Cancelled January 2017]
e. Business Objects Professional for QRA and WebIntelligence – 4 CPU server
[NOTE: Maintenance Services Cancelled January 2017
f. IBM WebSphere Application Server Network Deployment – 2790 IBM Processor Value Units
Sub-Capacity
[NOTE: Maintenance Services to be Cancelled September 2022]
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g. Liaison (Hubspan) Punch Out – up to 25 suppliers
[NOTE: Maintenance Services Cancelled in Amendment No. 4]
4. License Agreement. The Software was provided to County pursuant to the terms and conditions of that
certain Proprietary Software License Agreement between CGI and County made effective as of the date of
execution of this Amendment. In the event CGI ceases to operate in the ordinary course of business, County
will be granted a limited license to access and use the CGI Software source code solely for purposes of
maintaining the Software, and consistent with the terms of the Proprietary Software License Agreement.
Access and use of the CGI source code prior to this release event is prohibited.
Agreed to and initialed for identification by:
________________ _______________
(County) (CGI)
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EXHIBIT C
DELETED IN ITS ENTIRETY AND REPLACED WITH THE BELOW
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM
POLICY
1. All contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2. Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): www.gsa.gov.
2.1 Additional incidental expenses (i.e., telephone, fax, internet, and copying charges) shall not be
reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3. Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when
preapproved in writing by the County Contract Administrator as a result of the business need of the
County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time
of contract signing) will be reimbursed. Under no circumstances will the County reimburse for
airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel.
4. Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the
same travel period will not be permitted without prior written approval by the County Contract
Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase this
coverage.
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4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle
is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-
approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business. All opportunities must be exhausted prior to
securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH;
shuttles, etc. that can transport the contractor to and from County buildings with minimal costs.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s)
or other any transportation costs.
5. Contractor is responsible for all costs not directly related to the travel except those that have been pre-
approved by the County Contract Administrator. These costs include (but not limited to) the following: in-
room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel,
fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees,
and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable.
6. Travel and per diem expenses shall be capped at fifteen (15%) percent of project price unless otherwise
specified in individual contracts.
7. Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per
diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator.
No travel and per diem expenses shall be paid by County without copies of the written consent as described
in this policy and copies of all receipts.
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EXHIBIT D-1
NEWLY CREATED FOR THIS AMENDMENT NO. 5
AMENDMENT NO. 5 – UPGRADE SUPPORT SERVICES SOW
1. PROJECT TITLE
CGI Advantage ERP System Upgrades and Local Support Services.
2. CGI SOLUTION COMPONENTS
The scope of this Amendment includes local support services for upgrading to Advantage 3.11, upgrading
to Advantage 4, adjusting the upgrade cadence for Advantage 4, support services for future Major
Upgrades and Feature Set upgrades, and support services for the CGI Advantage ERP System as a
supplement to the hosting and maintenance support Contractor currently provides under the Agreement.
The CGI Advantage ERP System is comprised of the CGI Advantage software products and the related
third-party software products specified in Agreement Exhibit B-3 Proprietary Software License
Agreement. Specifically, the scope of services that Contractor will provide pursuant to this Amendment
will address the components of the CGI Advantage ERP System and as defined in the Annual Planning
Document (APD).
3. SCOPE OF WORK
The Contractor will provide the services described in this Amendment to upgrade and support the
Supported Products.
Based on activities that the County needs to support ongoing upgrades and the desire for ongoing
continuous process improvements, Contractor will provide additional, local proximity services to support
upcoming and on-going technical upgrades, as well as providing capacity for ongoing feature enablement.
The scope of services included in this Amendment are:
• Support services to assist the County with the upgrade to Advantage 3.11 Financial Management
and Performance Budgeting
• Upgrading the County to Vendor Self Service (VSS) 4
• Business and technical resource capacity for ongoing feature enablement and process
improvements
• Upgrading the County to Advantage 4 Financial Management, Performance Budgeting and
Vendor Self Service (VSS)
• Ongoing Advantage Feature Set upgrades to keep the County current on technology to maintain
Tier 1 support through the Contract term, such that the County will be no more than one Feature
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Set behind the latest generally available offering to CGI customers at the time of Contract
expiration.
• In the event that a Major Release is made generally available to CGI customers and the County
notifies CGI by June 30, 2028 that they intend to proceed with the upgrade to that Major Release,
CGI will work with the County to allocate the remaining CGI resource capacity at that time to the
upgrade in lieu of the remaining Feature Set upgrades and to maintain Tier 1 support through the
Contract term. The Major Release upgrade will be documented in the Annual Planning
Document, including the County’s commitment to dedicate the necessary County resources to
perform the County’s roles and responsibilities to support the upgrade. To the extent still
applicable as defined in the Annual Planning Document, the roles and responsibilities for any
Major Upgrade after Advantage 4 will be in accordance with Exhibit D-1 Section 7.3, Shared
Responsibilities, excluding training, organizational change management, and business process re-
engineering, and also in accordance with Exhibit D-2, Section 5.2 Upgrades - Steps to be
Performed. Any customizations created after the Effective Date of this Amendment will be
subject to additional costs if the County elects to bring them forward as part of the Major Release
upgrade.
The County and CGI will plan and execute collaboratively and iteratively each year of the Amendment
timelines through Fiscal Year Planning described in Section 5. The parties’ collaboration will include
activities to be led by one party or executed jointly by both parties and documented in the Annual
Planning Document (APD) described in Section 5 and a sample provided in Attachment 1 herein. For
this purpose, “jointly” is defined as the County and Contractor each being primarily responsible for its
own set of project activities as mutually agreed and documented through the Annual Planning Process.
CGI will provide the Services on a fixed-capacity basis as specified in amended Exhibit A: Pricing.
The following are not included in the scope of this Amendment. Additional items added to scope will
require, as applicable, another amendment to the Agreement, the Agreement Exhibit B-3 Proprietary
Software License Agreement, or both.
• Upgrades of modules or subsystems not currently licensed as part of the County’s CGI Advantage
ERP system pursuant to the Agreement Exhibit B-3 Proprietary Software License Agreement;
and
• Any addition, upgrade, or replacement of third-party licensed software (i.e. Bundled Software
Products) or open source software as stated in Exhibit B-3 Proprietary Software License
Agreement and associated licensing fees required in conjunction with a planned upgrade project.
3.1. 5 Year Plan and Plan Assumptions
3.1.1. 5 Year Plan Diagram
The roadmap below illustrates the high-level plan and assumptions for the planned capacity
for the first five-years to deliver the scope of services in this Amendment. The first APD for
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this Amendment will detail the scope and activities for the Phase 1 upgrade services and will
iteratively update the five-year plan. Once a release is planned in the APD and within forty-
five (45) days prior to the start of a release, if the County requests to extend the go-live date,
additional costs may be required to extend the duration of the upgrade. Additionally, work
initiatives defined in the APD that have impacts on the technical architecture, impacts on the
ongoing support model, or changes to or additional or supported customizations may require
additional costs. Changes that impact costs will follow the Change Order procedures outlined
in Section 4.11 of the Contract terms and conditions.
4.x Feature 4.1 4.2 4.3 4.4 4 4.5 4.6 4.7 4.8
Set Releases
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
Cal YR 2019 2019 2020 2020 2020 2020 2021 2021 2021 2021 2022 2022 2022 2022 2023 2023 2023 2023 2024 2024 2024 2024
Quarter Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
Months July-Sept Oct-Dec Jan-Mar Apr-Jun July-Sept Oct-Dec Jan-Mar Apr-Jun July-Sept Oct-Dec Jan-Mar Apr-Jun July-Sept Oct-Dec Jan-Mar Apr-Jun July-Sept Oct-Dec Jan-Mar Apr-Jun July-Sept Oct-Dec
(Phase 1) - 3.11 Upgrade
(Phase 1) - VSS PI
(Phase 2) Key Project Areas
(Phase 3) - FIN and PB 4.0 Upgrade PI 4.0 FS 4.0 FS (TS/HW)
Ongoing local proxmity support for release sets and improvements
3.10.x Standard T1 3.11 and 4.0 4.1 Standard T1
Support Ends Standard T1 Support Support Ends
4/1/2021 Ends 4/1/2023 12/1/2023
PI Post Implementation Support
NOTE - NOT TO SCALE
3.1.2. 5 Year Plan Assumptions
The estimated capacity for the services in this Amendment Exhibit D-1 is based on the following
assumptions:
 In Phase 1, the test automation tool (Test Savvy) will be used for automated testing for
Vendor Self Service. In Phase 3, Test Savvy will be used for automated testing for all
components in the CGI Advantage ERP System.
 The estimated capacity is based upon the number of documents, events and forms utilized in
the CGI Advantage ERP System as of the Effective Date of this Amendment. The capacity
for test automation assumes script development, maintenance, and execution for regression
testing of selected user acceptance tests for each upgrade. The County may elect to use
County or sub-subcontractor resources to develop additional test scripts in Test Savvy. The
Test Savvy tool is limited to one (1) instance installed in the CGI Data Center, one (1) virtual
user, and can only be used to automate tests for the CGI Advantage ERP System. The County
is responsible for reviewing, updating, and providing input to the test scenarios to be
automated.
 The 3.11 upgrade in Phase 1 will be a duration no longer than twelve (12) months
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 The Advantage 4 upgrade in Phase 3 will be a duration no longer than fifteen (15) months
 Upgrade roles and responsibilities between the County and CGI are as outlined in this
Amendment Exhibit D-1, Section 7.3.
 The Advantage upgrade to 3.11 and 4 assume three months of post-implementation support.
 Phase 1 for the Advantage 3.11 Financial Management and Performance Budgeting upgrade
and Advantage 4 VSS upgrade does not include a sandbox environment.
 Phase 3 for the Advantage 4 upgrade includes a sandbox environment for early prototyping
 Each upgrade is an equivalent upgrade to maintain existing functionality with limited new
feature enablement across the spectrum of application, integrations, operations, and business
intelligence, and without business process re-engineering (BPR) efforts
 Each upgrade includes re-pointment of up to 500 reports for County wide and priority
agencies
 The capacity is based on the interfaces and forms currently in production at the signing of this
Amendment 5.
 Additional interfaces, reports, forms, or universes added after the signing of this Amendment
may require additional capacity to support
 Documentation for deliverables and artifacts will use a lean approach under the hybrid agile
methodology
 Third party products for Microsoft PowerBI, Oracle In-memory, or Elastic Search are not
included. As the Advantage roadmap evolves, additional optional features may require third
party products not licensed by the County and may also have an impact on the architecture of
the County’s CGI Advantage ERP System in order to implement new features (e.g., Elastic
Search is a feature on the Advantage roadmap that requires Oracle In-memory licenses and
requires additional storage), resulting in potential additional costs. During each Fiscal Year
Planning Period, the enablement of such features could be identified in the APD and would
identify the cost impacts that would be handled through the Change Order procedures outlined
in Section 4.11 of the Contract.
 For the Advantage VSS 4 upgrade during Phase 1, CGI will deliver Instructor Led Training
(ILT), for up to 25 student seats, which will occur for one month prior to go-live.
 County SMEs will support ILT training and will conduct post go-live training.
 For the Advantage 4 upgrade during Phase 3, CGI will deliver Instructor Led Training (ILT),
for 4580 student seats in 98 scheduled training sessions, which will occur for two months
prior to go-live.
 For Phase 1 and Phase 3, CGI provides train-the-trainer training prior to go-live.
4. INITIAL PLANNING AND ONGOING PROJECT MANAGEMENT
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Project Management activities are applicable to prepare for and manage upgrade support services over the
course of this Amendment in accordance with the APD. Under the guidance of CGI and County executive
management, the CGI Project Manager will work jointly with the County Project Manager to develop the
project plans, manage project activities, monitor and resolve issues, enforce quality control, and manage
risks.
The CGI and County Project Manager will jointly be responsible for project management activities for the
scope of services defined in the APD, for the following activities:
• Manage Fiscal Year Planning
• Manage the agreed upon scope to stay on schedule and within budget
• Manage issues and risks to achieve the objectives defined in the APD
• Provide transparency for both CGI and County progress for their assigned project activities
• Provide status updates to the joint County/CGI Executive Steering Committee (ESC)
• Establish project standards and procedures, including a communication plan
• Provide monthly status reports during upgrades
• Oversee project staffing
5. FISCAL YEAR PLANNING
The parties will jointly manage ongoing project activities under this Amendment through Fiscal Year
Planning described in this Section 5 using the hybrid agile methodology described in Section 6 (Hybrid
Agile Methodology).
At the start of the term of this Amendment, the County and CGI will jointly develop a high-level list of
mutually agreed near-term objectives (“Objectives Vision”) looking two to three years forward for the
project and create an inventory of activities (“Backlog”) that both parties agree to be generally within the
scope of the Amendment and consistent with the Objectives Vision. The Backlog comprises the tasks and
activities that are candidates for inclusion in the actual scope of the Contract through the Annual Planning
Document. The Backlog may include, by way of example: specific technical or full upgrades of the CGI
Advantage software and customizations of the CGI Advantage software, support activities, and other
identified activities in support of the County’s priorities. The Backlog and Vision will be updated
iteratively as mutually agreed during Fiscal Year Planning through the term of the Amendment.
At least six months prior to the start of each County’s fiscal year (July 1 through June 30) during the term
of the Amendment (“Fiscal Year Planning Period”), based on the then-current Backlog and Vision, the
County and CGI will work jointly to plan the detailed scope of activities to be accomplished by the
parties during the applicable fiscal year. The County and CGI will agree upon the scope and timelines for
each fiscal year and will document the outcomes using the APD; see Attachment 1 (Annual Planning
Document Sample).
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The APD is intended to support the overall planning of the local support services related to the release
updates and ongoing feature enablement for the CGI Advantage ERP system. The purpose is to define the
scope of activities for a specified time period (e.g., upcoming fiscal year). This plan will help the County
and CGI validate the planned capacity and justify any recommended changes to the capacity to support
business needs.
Throughout each Fiscal Year Planning Period, the County and CGI may mutually agree to add activities
to the APD from the Backlog or to remove activities from the APD and, if needed, restore them to the
Backlog for consideration in future Fiscal Year Planning Periods. Such adjustments to the APDs and
Backlog, whether occurring during a given fiscal year or between Fiscal Year Planning Periods, will
require the mutual agreement of the parties in writing. If for any reason beyond Contractor’s reasonable
control the scope of an APD exceeds, or appears likely to exceed, Contractor’s Services capacity for the
applicable fiscal year, the scope for the APD will be adjusted as mutually agreed in writing by one or
more of the following methods, listed in order of preference.
• Reprioritization of one or more activities specified in the applicable APD and reassignment of the
reprioritized activity(ies) to the Backlog to be addressed, if at all, in a later Fiscal Year Planning
Period and APD; and / or
• County’s acquisition of Additional Services Capacity in accordance with Exhibit A (Pricing) to
allow the additional scope of services to be delivered.
In no event will Contractor be required to perform Services beyond the specified Services capacity for the
applicable fiscal year without such an appropriate mutually agreed and documented adjustment.
6. HYBRID AGILE METHODOLOGY
At the start of this Amendment, as part of the initial Fiscal Year Planning Process, the parties will jointly
organize the project team and activities based on agile principles and a combination of Scrum and Kanban
practices (collectively “Hybrid Agile Methodology”). Project team interactions will follow Scrum
practices as described in this Section 6 and further elaborated as part of the initial Fiscal Year Planning
Period; the team will employ Kanban practices to enhance efficient management of the work-in-progress
during each Fiscal Year Planning Period.
The key agile principles guiding the project teams are to:
• Work together to produce frequent, valuable outcomes in short iterations
• Work at a constant pace with constant focus on excellence
• Foster high moral and work ethic among all project team members
• Approach the project requirements and activities flexibly
• Seek simple and efficient solutions
• Examine the project processes and outcomes regularly to determine where improvements can be
implemented going forward
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The Scrum team will conduct sprint planning, regular stand-up meetings, sprint review meetings, and
retrospective meetings as appropriate to support the scope of activities defined in the APD. Tools to be
employed by the project team in carrying out its work in the Hybrid Agile Methodology will be reviewed
and adjusted as necessary as part of the Annual Planning Process.
The parties acknowledge and agree that success of the Hybrid Agile Methodology depend on the
following key commitments:
• The parties will freely exchange relevant knowledge as requested regardless of which party is
ultimately responsible for a planned activity.
• The parties will assign resources to the project team that have the experience, motivation, and
adequate training to work in a Hybrid Agile Methodology.
• The parties will require resources they assign to the project to attend and participate in all project
team meetings, including all Scrum ceremonies.
• The parties will promptly raise, address, and resolve project risks and issues surfaced by the
project team members.
• The parties will at regular frequent intervals as defined in the APD examine, and work together to
improve the effectiveness of, the Scrums as applied under the Amendment
7. ROLES AND RESPONSIBILITIES OF THE PARTIES
The roles and responsibilities of both the Contractor and County and their assigned staff will vary
depending on the activities identified in the APD for the applicable fiscal year. Within 45 days of the
start of each fiscal year, the project schedule will be finalized, with specific assignments made to both
Contractor and County resources.
The County and Contractor will jointly review and document agreed upon changes to the roles and
responsibilities in each APD that differ from the roles and responsibilities as listed below.
7.1. Basic Responsibilities of Contractor.
CGI will provide the following resources and has the following responsibilities:
• CGI will fulfill its responsibilities under each APD.
• CGI will provide a Project Manager responsible for general project management support, and
managing/coordinating Contractor activities for upgrades only or as defined in the Amendment
and agreed in the APD.
• During the Fiscal Year Planning Period, CGI will work with the County Project Manager on the
initial base project plan and a preliminary project schedule for the coming year, for activities
identified and agreed to in the APD.
• Contractor will provide an appropriate number of staff required to support the activities as
identified in the Amendment and APD and within the mutually agreed schedule.
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• Contractor may provide services described in this Amendment and the APD both on-site and
from remote locations Hybrid.
• During upgrades, Contractor will take the lead in executing the Go Live technical production
cutover based on the Production Cutover plan developed during an upgrade project.
• Contractor will provide Post-Implementation support and assistance for upgrades as defined in
the APD to the County Project Team.
• CGI will coordinate its project activities (including project issues, change orders and/or
amendments, invoicing, status reports, etc.) through the County Project Managers.
• CGI will provide subject matter experts in support of upgrade and/or support activities, as defined
in the APD.
7.2. Basic Responsibilities of County.
County will provide the following resources and has the following responsibilities:
• The County will fulfill its responsibilities under the Amendment and each APD.
• The County will train County staff on agile principles and methods for any staff participating in
project activities.
• The County and Contractor will participate in Executive Steering Committee meetings to ensure
the engagement meets overall County objectives and ensure effective risk management and
decision-making.
• A project team will be established to work on the project per the agreed upon activities
documented in the Amendment and the APD. The County will provide the staff required for the
completion of the County’s responsibilities in accordance with the Amendment and each agree
fiscal year project schedule.
• The County will provide subject matter experts familiar with existing County procedures and
associated decision makers who are empowered to make design and implementation decisions in
support of upgrade and/or support activities.
• Issues arising from the projects will be recorded in a project repository, prioritized, managed and
resolved in an appropriate timeframe to support the project schedule. The County will review the
available options for the project issues and make prompt decisions to resolve them.
• The County is responsible for supplying the following facilities and equipment:
o Dedicated office space to support up to fifteen (15) Contractor staff members during
upgrades, or as mutually agreed during the Annual Planning Process. This office space
must contain at least one telephone with outside access and internet access beyond any
County firewall, subject to County access policies.
o Access to on-site printing, copying, and conference rooms for team meetings are
required.
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o VPN access to County ‘Upgrade’ related applications and databases, subject to County
approval, to facilitate remote assistance needed throughout the duration of the project.
o Ability to utilize CGI VPN for continuous access to CGI email and databases
• The County Project Manager will facilitate coordination of project activities (including project
issues, change orders and/or amendments, invoicing, status reports, etc.).
• The County will provide adequate resources as mutually agreed to support the core project team
and complete activities assigned to the County. These resources may include, but are not limited
to: project sponsors and executives (Executive Steering Committee), technical experts, trainers,
end users, managers, IT staff, and the operations staff who will assist in maintaining the new
system upon implementation of all upgrades. These resources need not be dedicated full-time to
the project, but must be available to complete their assigned activities per the mutually agreed
upon detailed project schedule, the Amendment and APD.
• The County will review the available options for the project issues and make prompt decisions to
resolve them.
• During the term of the Amendment, the County will remain a current Advantage maintenance
support subscriber pursuant to the Exhibit B-4, Proprietary Software Maintenance Agreement.
• During post implementation support for planned upgrades, the County will continue to use the
CGI Service Desk (with assistance from CGI) to facilitate and resolve issues where possible prior
to reporting items to the CGI Help Desk, as in accordance with the Exhibit B-4, Proprietary
Software Maintenance Agreement.
• The County will provide CGI with access to functional and technical County resources as
requested by CGI to support the upgrade activities and the timely completion of which is
important for successful training, testing and production cutover.
• The County agrees to be responsible for executing the user acceptance testing during the
Amendment term. CGI will work jointly with County staff to resolve issues and answer questions
during the test.
7.3. Shared Responsibilities.
The following tables represent shared roles and responsibilities for the Amendment and apply to
upgrade support services, which will be reviewed and adjusted as needed when planning the use of
available capacity during the Fiscal Year Planning Period. The roles and responsibilities defined in
this Section 7.3 and the Annual Planning Document may override or refine responsibilities identified
in Exhibit D-2, Amendment No. 5 Managed Advantage Plan Services. Any changes in these roles and
responsibilities will be documented in the APD. For the purposes of this Amendment, the terms
“Lead” and “Assist” as applied to the responsibility matrices are defined as follows:
• Lead – in reference to roles and responsibilities, means that the assigned team has primary
responsibility for managing, guiding, performing the activity and completing any deliverable
items
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• Assist – in reference to roles and responsibilities, means the assigned team will actively help the
lead team successfully complete the activity.
7.3.1. Summary Responsibilities.
Summary Services County CGI
Technical upgrade activities including technical Project Management Assist Lead
Overall Project Management Assist Lead
Upgrade release analysis Assist Lead
Application/Software configuration updates Assist Lead
Interfaces updates Assist Lead
Reports, universes, and forms Assist Lead
Workflow and Security Updates Lead None
Operational Cycle Assist Lead
Testing (shakedown, IST, performance testing) Assist Lead
User Acceptance Testing Lead Assist
Training and organizational change management Lead Assist
Cutover coordination and post-implementation support Assist Lead
7.3.2. Technical Upgrade Responsibilities.
Technical Upgrades Services County CGI
Provide technical upgrade activities for the Master Project Plan Informed Lead
Plan, provision, and manage technical environments for the upgrade Informed Lead
activities
Conduct code compares, code merges (including ETL and Informed Lead
customizations), data conversion, and regression test prior to making
available in a sandbox environment
Provide configuration management Informed Lead
Manage defects, issues, and risks for the technical upgrade Assist Lead
Assist with production cutover planning and migration Assist Lead
7.3.3. Project Management Responsibilities.
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Project Management Services County CGI
Prepare & Manage Master Project Plan Assist Lead
Direct Day-to-Day Project Team Activities Assist Lead
Provide County-Specific activities for the Master Project Plan Lead Assist
Review Project Plans Lead Assist
Set product backlog priorities Lead Assist
Manage Product Backlog, including Sprint Planning and Sprint Meetings Assist Lead
(stand-ups, demos, retrospectives)
Conduct Bi-Annual capacity planning and manage the capacity based on Assist Lead
County priorities
Prepare status reports and conduct Project Team Meetings and Status Assist Lead
Meetings
Facilitate Executive Steering Committee Meetings Lead Assist
Manage Issues and Risks Assist Lead
Provide status of the County functional & technical readiness activities Lead Assist
Prepare & conduct functional & technical readiness assessments Assist Lead
7.3.4. Upgrade Release Analysis Responsibilities.
Upgrade Release Analysis Services County CGI
Identify Required Updates to Existing Configuration Tables Assist Lead
Identify Required Updates to Interfaces Assist Lead
Identify Required Updates to Reports Assist Lead
Identify Required Updates to Universes Assist Lead
Identify Required Updates to Forms Assist Lead
Identify Required Updates to Change Management Materials Lead Assist
Identify Required Updates to Training Materials Lead Assist
7.3.5. Application/Software Configuration Updates Responsibilities.
Application / Software Configuration Update Services County CGI
Configure application based on the business requirements and upgrade Assist Lead
analysis
Set-up reference tables required for new and modified functionality Assist Lead
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Application / Software Configuration Update Services County CGI
Document software configuration decisions and configurations Assist Lead
implemented
Make decisions on reference data setup Lead Assist
Note: All the above services can be provided by CGI with available capacity using the hybrid agile
methodology. Upgrade services for 3.11 assume no BPR effort and minimal new feature enablement
7.3.6. Interface Update Responsibilities.
Interface Updates Services County CGI
Advantage inbound / outbound side of interfaces
Provide a full inventory interfaces used with Advantage Lead Assist
Plan, design, develop, and test interface updates Assist Lead
Support defect resolution for interfaces Assist Lead
External systems side of interfaces
Plan, design, develop, and test interface updates Lead Assist
Support defect resolution for interfaces Lead Assist
7.3.7. Reports, Universe, and Forms Responsibilities.
Reports, Universes and Forms Services County CGI
Provide full inventory of reports and custom forms Lead None
Provide comparison of Advantage Universes Assist Lead
Upgrade Universes with custom changes Assist Lead
Analyze and resolve incidents related to the upgrade Assist Lead
Analyze and resolve incidents related to reports Lead Assist
Update reports, universes, and forms to repoint to the new environment Assist Lead
Plan, design, development, and testing for new or modified reports,
Lead Assist
universes or forms **
** Services can be provided by CGI with available capacity using the hybrid agile methodology
7.3.8. Testing (Shakedown and IST) Responsibilities.
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Testing (Shakedown and IST) Services County CGI
Develop high level plan and high level test scenarios (excluding Assist Lead
external systems)
Set up data Assist Lead
Execute Test Scenarios (excluding reports which is led by County) Assist Lead
Document Pass/Fail Test Results Assist Lead
Analyze and resolve incidents related to the upgrade Assist Lead
Analyze and resolve incidents related to reports Lead Assist
Conduct Bi-Annual capacity planning and manage the capacity based on Assist Lead
County priorities
Prepare status reports and conduct Project Team Meetings and Status Assist Lead
Meetings
Facilitate Executive Steering Committee Meetings Lead Assist
Manage Issues and Risks Assist Lead
Provide status of the County functional & technical readiness activities Lead Assist
Prepare & conduct functional & technical readiness assessments Assist Lead
7.3.9. User Acceptance Testing (UAT) Responsibilities.
User Acceptance Testing (UAT) Services County CGI
Define and collaborate entrance and exit criteria with CGI Lead Assist
Plan UAT, including coordination with departments Lead Assist
Develop plan and test scenarios Lead Assist
Set up data Lead Assist
Execute Test Scenarios Lead Assist
Document Results, Identify, prioritize, and log incidents Lead Assist
Analyze and resolve incidents related to the upgrade Assist Lead
Analyze and resolve incidents related to reports Lead Assist
7.3.10. Workflow/Security Responsibilities.
Workflow / Security Services County CGI
Support the required updates to Security and Workflow Lead Assist
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Workflow / Security Services County CGI
Plan, design, development, testing, and issue resolution for Security and Lead Assist
Workflow updates
7.3.11. Operational Responsibilities.
Operational Cycle Services County CGI
Identify new Batch / Nightly Cycle changes Assist Lead
Perform the required updates to Batch/Nightly Cycle Assist Lead
Test and resolve issues for Batch/Nightly Cycle Assist Lead
Update Batch/Nightly Cycle Run-Book documentation as required Assist Lead
7.3.12. Training Services for Upgrade to VSS 4.x and FIN/PB 4.x Responsibilities.
Training Services for upgrade to VSS 4.x and FIN/PB 4.x County CGI
Setup environment for knowledge transfer (* only included for FIN/PB
Assist Lead
4.x)
Conduct knowledge transfer on 4.x with project team Assist Lead
Conduct knowledge transfer on 4.x with UAT testers Assist Lead
Provide facilities for training and scheduling logistics Lead Assist
Prepare training plan Assist Lead
Update existing training materials * Assist Lead
Coordinate and plan logistics for State training attendees Lead Assist
Deliver training to impacted end users Assist Lead
* Training services for the Phase 1 Upgrade to 3.11 only includes updates to existing training material.
The 3.11 upgrade is limited to a technical upgrade and is assumed to not require end user training. All
remaining training activities above are excluded for the 3.11 upgrade.
Note: All Training services above are included for the Phase 1 Upgrade to VSS 4.x and the Phase 3
Upgrade to FIN/PB 4.x.
7.3.13. Organizational Change Management Responsibilities.
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Organizational Change Management Services County CGI
Prepare and manage project communication and change management
Lead Assist
activities (*)
Prepare for and lead department outreach sessions, change readiness
Lead Assist
assessments, change management interviews/surveys, etc. (*)
Prepare and lead vendor outreach and vendor change management (if
Lead Assist
needed) (**)
* CGI will assist with available capacity from Business Analysts during the Phase 1 and Phase 3
upgrades. Minimal change management is expected for Phase 1 for the upgrade to FIN/PB 3.11.
** The County should conduct vendor outreach to support the upgrade to VSS 4.x. For the Phase 3
upgrade to FIN/PB 4.x, the County should assume more change management effort is required with the
streamlined and improved user experience in Advantage 4.x.
8. CUSTOMIZATIONS
CGI will merge customizations to the baseline Advantage solutions and the business functionality they
represent to a newly upgraded or release deployment of the Advantage solution. CGI effort to perform
this activity is included as part of the services for this Agreement. A listing of customizations is provided
in Exhibit D-2 (Amendment No. 5 Managed Plan Services SOW), Attachment 2.
For each customization, the goal for CGI and the County is to make every attempt during each upgrade or
release deployment to eliminate customizations while maintaining County business functionality. CGI
and the County will review, in detail, each current customization and determine how these will be merged
to the upgraded or new release deployment of the Advantage solution according to the following
options. The disposition and plan for these customizations will be captured in each APD.
• Customization is now available in the new baseline solution and the customization will be
eliminated. The baseline solution will be configured to meet the business requirements.
• Customization is not available in the new baseline solution and the customization will be merged
as a customization
New requirements or changes to requirements for customizations (e.g., change in business requirement,
legislative changes, organizational changes, and business process changes, etc.) will be evaluated as part
of the capacity planning for a fiscal year including impacts to ongoing maintenance costs. The outcomes
may result in additional charges for a specific customization of which will follow the Change Order
procedures outlined in Section 4.11 of the Contract terms and conditions.
9. DISCRETIONARY HOURS
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The remaining Discretionary Hours through the Contract term (i.e. June 30, 2031) are hereby removed in
their entirety upon execution of this Amendment No. 5. CGI will no longer be bound by any Contract
provision or obligation related to Discretionary Hours or service requests made by the County or otherwise
upon execution of this Amendment. The parties have agreed the remaining Discretionary Hours have been
credited back to the County as reflected in this Amendment 5 in the payment schedule in Exhibit A, section
1.4 Upgrade Support Services. If the County wishes to add additional CGI resources, services, or other
capacity for any work within the scope of this Amendment No. 5, the rates charged for such resources and
services will be based on the then-current rates (i.e. year-over-year percentage increase) as stated in Exhibit
A-1 attached herein.
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EXHIBIT D-1
Attachment 1
Maricopa County
Annual Planning Document (APD)
Sample
For FY XX through YY
© 2019 CGI Inc. – All rights reserved

Revision History
Version Date Author Description
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Reviewers
Each reviewer acknowledges they have reviewed this document and are in agreement with its content as it
relates to their role in the planned activities specific to the period for this planning cycle.
Name Role Signature Date
Owner
The owner is responsible for the creation of this document and acknowledges that this document meets the
applicable quality standards and is ready for final signoff.
Name Role Signature Date
CGI Sign-Off
The CGI representative acknowledges that the document meets all the applicable project standards and is
accurately and completely fulfills the document objectives, except as noted and communicated to the County of
Maricopa.
Name Role Signature Date
County of Maricopa Sign-Off
The Client representative acknowledges that this document accurately and completely fulfills the document
objectives, except as noted and communicated to CGI in writing.
Name Role Signature Date
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Table of Contents
1 INTRODUCTION........................................................................................................................................1
1.1 DOCUMENT OVERVIEW.......................................................................................................................................1
1.2 REVIEW PROCESS................................................................................................................................................1
1.3 DISTRIBUTION.....................................................................................................................................................2
2 CURRENT PLAN........................................................................................................................................3
2.1 SCOPE .................................................................................................................................................................3
2.2 SCHEDULE...........................................................................................................................................................3
2.3 ROLES AND RESPONSIBILITIES............................................................................................................................3
2.4 ORGANIZATIONAL STRUCTURE...........................................................................................................................3
2.5 ASSUMPTIONS.....................................................................................................................................................3
2.6 CAPACITY CHANGES...........................................................................................................................................3
3 FORECAST ................................................................................................................................................4
3.1 FORECAST PLAN .................................................................................................................................................4
3.2 ANTICIPATED CAPACITY CHANGES ....................................................................................................................4
4 PROJECTED COSTS ..................................................................................................................................5
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1 INTRODUCTION
Insert executive summary overview of the entire document in this section.
1.1 Document Overview
This document is directly related to and called out in Amendment 5 – Exhibit D-1 of Contract No. 13082 between
the County and CGI. This Annual Planning Document (APD) is intended to support the overall planning of the
local support services related to the release updates and ongoing feature enablement for the CGI Advantage ERP
system. The purpose is to define the scope of activities for a specified time period (e.g., upcoming fiscal year).
This plan will help the County and CGI validate the planned capacity and justify any recommended changes to the
capacity to support business needs.
This document consists of several sections that cover the following topics:
 Current Plan
o Scope – Presents the scope of services for the first or next fiscal year or time period needed for a
project. Describes items from the backlog to be included in the scope.
o Schedule – Presents the high-level schedule and milestones
o Roles and Responsibilities – Describes any changes to the roles and responsibilities as defined
in the Exhibit D-1
o Organizational Structure – Describes the organization to support the scope of services
o Assumptions – Describes any changes to the assumptions as defined in the Exhibit D-1 or any
new assumptions
o Capacity Changes – Describes any changes required to the capacity to support changes in the
scope of services or assumptions.
 Forecast
o Forecast Plan – Forecasts the plan for the capacity for the next 3 to 5 years
o Anticipated Capacity Changes – Describes any changes expected to the capacity for the next 3
to 5 years to adjust for anticipated business changes, as well as the associated risks and
implications of the changes.
 Projected Costs - Describes the cost impacts of any proposed capacity changes
1.2 Review Process
<This sub-section provides details surrounding the review of the APD. It should identify the timeframes, the
activities, the plan owners, and the individuals who are responsible to validate and revise the plan contents. This
review should align with budgetary planning cycles.>
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1.3 Distribution
<This sub-section should provide the distribution instructions for the APD, which are designed to provide version
control, and provide access to the information by the appropriate parties. These instructions can contain links to
secure web sites, file servers or the location of document files and other relevant material associated with
capacity of the consulting services. >
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2 CURRENT PLAN
<This sub-section outlines what is in, and as applicable what is out, of scope related to the services for the fiscal
year that requires elaboration from the assumptions in Amendment 5 – Exhibit D-1.>
2.1 Scope
< Describes the scope of services for the first or next fiscal year or time period needed for a project.
Describes items from the backlog (e.g., new features to enable), if any, to be included in the scope.
Describe the technical environments needed to support the scope of services, if different than the
current environments.>
2.2 Schedule
<This sub-section describes the high-level schedule and key milestones for the designated fiscal year.>
2.3 Roles and Responsibilities
<This sub-section describes any changes to the roles and responsibilities as defined in the Exhibit D-
1.>
2.4 Organizational Structure
<This sub-section should provide a visual chart and description of the current organizational structure
for CGI and County resourcing relevant to managing the scope of services.>
2.5 Assumptions
<This sub-section should provide describe any changes to the assumptions as defined in the Exhibit D-
1 or any new assumptions >
2.6 Capacity Changes
<This sub-section describes any changes required to the capacity to support changes in the scope of
services or assumptions. >
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3 FORECAST
3.1 Forecast Plan
< This sub-section provides a Gantt chart view of the planned program initiatives for the 3 to 5 year
forecasted period. Elaborates at a summary level key assumptions and parameters for the forecasted
plan. Note items where County relevancy or interdependencies are needed for successful program
outcomes.>
3.2 Anticipated Capacity Changes
<Describes any changes expected to the capacity for the next 3 to 5 years to adjust for anticipated
business changes, as well as the associated risks and implications of the changes.>
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4 PROJECTED COSTS
<Present the costs associated with providing the projected capacity for the consulting services of the program in a
way that is helpful for understanding the relationship to the current contract as well as costs the County should
plan for to support the forecasted period. Identify the timing of projected expenditures (e.g., when one-time or on-
going costs are expected).>
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EXHIBIT D-2
NEWLY CREATED FOR THIS AMENDMENT NO. 5
AMENDMENT NO. 5 – MANAGED ADVANTAGE PLAN SERVICES SOW
1.0 OVERVIEW
This Exhibit D-2 (referred to as the Amendment No. 5 – Managed Advantage Plan Services SOW
“Statement of Work” or “SOW”) establishes the basis and framework for hosting and operating
Maricopa County’s CGI Advantage® application environment/infrastructure in CGI’s secure hosting
facility in Phoenix, Arizona, completing upgrade activities, and providing defined minimum levels of
support as part of the Managed Services. Capitalized terms in this Statement of Work shall have the
meanings ascribed to them in the Contract unless otherwise expressly specified herein.
This Statement of Work is specific to Managed Services in support of the County's use of the Advantage
Software and specifies activities that fall under the following three key areas:
1.1. General Terms for Managed Services
General Terms for Managed Services (§3 below) provides the County with certain general terms and
scope of Services that will establish the basis and framework for hosting and operating the County's
System, defined in §4.2.2, at the Phoenix Data Center.
1.2. Scope of Services
Scope of Services (Section 4 below) specifies the hosting managed services to be provided by CGI
in support of the County’s System.
1.3. Upgrade Services
Upgrade Services (Section 5) provides the County with the overview and high-level tasks associated
with the approach and scope of upgrades to the System.
1.4. Service Level Agreement
Service Level Agreement (Section 6) sets forth the Service Level Agreement (“SLA”) between the
County and CGI defining the framework for measuring service delivery by CGI in hosting and
operating the System at the Phoenix Data Center. The SLA specifies the context and definition of
key measures and thresholds mutually agreed upon as an objective means to track Managed
Advantage service delivery for the System. In addition, recourse and consequences of not delivering
a minimum level of service, as well as exceeding an expected level of service delivery are specified.
The revised Service Metrics stated in Section 6.5 of this Amendment No. 5 will take effect for the
County’s current hosted/managed applications (see historical Exhibit B-2 – Managed Advantage
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Plan Services for full list of hosted/managed applications) sixty (60) days after the execution of this
Amendment unless otherwise mutually agreed to by the parties in writing.
2.0 DEFINITIONS AND TERMINOLOGY
2.1. Description
Business terms that define CGI’s key assumptions are set forth in this section. They shall be
construed and interpreted as follows.
General Business Term Definitions
1. “Advantage Software” means CGI Advantage® Software modules, CGI’s enterprise
resource planning software that Client has licensed from CGI under the License
Agreement.
2. “Bundled Software Products” means third party software products which are not
owned by Contractor, but are required for use with the System and provided by
Contractor under Exhibit B-3, Proprietary Software License Agreement, together with
any documentation and other related materials for the Bundled Software Products.
3. “Change Order” is a written change to the Statement of Work, which is prepared
and signed by authorized representatives of both Parties.
4. “Managed Services” means managed information services, including but not limited
to hosting, operations, maintenance and support of the Advantage Software by
Contractor at Contractor-provided data center facilities, as more fully described in this
Statement of Work.
5. “Party” refers to the County or Contractor and “Parties” means both the County and
Contractor.
6. “Project Plan” defines the project governance, objectives, scope, timeline and roles
and responsibilities for project implementation.
7. “Statement of Work Term” means the total duration of this Managed Services
Statement of Work from the Effective Date of the Contract and ending on the tenth
(10th) anniversary of the contract.
8. “Subcontractor” is any third-party engaged by Contractor to aid in performance of
Contractor’s obligations.
2.2. Managed Advantage Definitions
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
1. “Attachments” to this Statement of Work means the following which are attached
hereto and incorporated by reference herein:
 Attachment 1 (Sizing and Usage)
 Attachment 2 (Customization Specifications).
2. “Availability Percentage” or “Managed Application Availability Percentage”
means, for the applicable Measurement Interval, the ratio, expressed as a percentage,
of Managed Application Availability for the applicable Managed Application to the
Hours of Availability for that Managed Application. See §6.4.1 for further
specification of the calculation of “Availability Percentage.”
3. “At Risk Amount” – A percentage of 1/3rd of the quarterly fees (i.e. the monthly
allocation of quarterly fees paid by the County to CGI) against which one or more
Service Penalties is applied if CGI fails to achieve the specified Minimum Service
Level for a specific Service Metric within the respective Measurement Interval.
4. “Business Days” means Monday through Friday except Holidays.
5. “Business Hours” means the period from 7:00 a.m. to 5:00 p.m. in the Arizona time
zone on Business Days.
6. “Customization” for purposes of this Statement of Work is a modification, alteration,
enhancement, or addition to the System specifications, functions, code, and/or
interfaces that has been done specifically for the County's implementation. Only
Customizations to the System that are specifically documented in Attachment 2 are
supported as part of this Statement of Work.
7. “Disaster” means an unexpected event that CGI believes will result in prolonged
downtime of the Phoenix Data Center sufficient to warrant the lead time and effort by
the parties to both migrate from the primary Phoenix Data Center to an alternate
processing location, the secondary CGI Data Center, as well as back to the primary
CGI Data Center or replacement primary processing site at the conclusion of the event
8. “Disaster Recovery” means the activities related to providing continuation of System
availability after an unexpected event that CGI, in consultation with the County,
reasonably believes will result in prolonged downtime of the System, as defined in
§2.2.41 below, sufficient to warrant the lead time and effort by the Parties to both
migrate from the Phoenix Data Center to an alternate processing location, as well as
back to the Phoenix Data Center or replacement primary processing site. In
undertaking Disaster Recovery activities, particular consideration is given to the
defined Disaster Recovery Targets in §6.
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
9. “Disaster Recovery Exercise” (or “DRE”) means the annual disaster recovery test
CGI performs in conjunction with the County to verify that the Disaster Recovery
activities will be able to sufficiently recover the County’s production environment in
the event of a Disaster and in accordance with the RPO and RTO service targets
specified in the SLA.
10. “Enhancement” means any improvement, update, enhancement, error correction, bug
fix, release note, upgrade or change to the CGI System, as developed by CGI or its
subcontractors or suppliers and made generally available for production use as part of
the baseline Advantage® software without a separate charge to customers.
Enhancements do not include Customizations as defined in this Statement of Work.
11. “Fiscal Year” is the County’s fiscal year, which begins on July 1st of each calendar
year and ends on June 30th of the following calendar year.
12. “Feature Set” means an Advantage® Software update that provides a small number
of independent, complementary new functional Enhancements, features and/or tax
releases. It may also contain resolutions for software defects. A Feature Set is
typically released every six (6) to eight (8) months.
13. “Holiday” means each of the following holidays: New Year’s Day, Martin Luther
King Junior Day, President’s Day, Memorial Day, Independence Day, Labor Day,
Veteran’s Day, Thanksgiving Day and the Friday immediately following, and
Christmas Day. Support for batch processing and application availability can
occasionally be provided on these holidays, if requested thirty (30) days in advance
and provided such requests are not routine.
14. “Hot Fix” is the application of a Patch intended to update the existing customer
software in a quick turnaround to support Critical Issues and Serious Issues as defined
in §2.2.19 below. Delivery of Hot Fixes is typically undertaken on an as-needed basis
given the criticality of the required Issue correction.
15. “Hours of Availability” means, for each Managed Application, the daily scheduled
hours of operation specified in §6.4.1, exclusive of Holidays and Scheduled
Maintenance.
16. “Infrastructure Availability” is considered when the telecommunications, network,
data center, and hardware on which the System operates under CGI’s control in the
provision and operation of the County production environments are reported as up and
available by the System monitoring tools employed by CGI.
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
17. “Issue” is a deviation of the System to function per its licensed documentation or if
included within Attachment 2, a Customization to function per the documented
Specifications for that Customization.
An Issue can be associated with the underlying environment/infrastructure under
CGI’s independent management if the environment metrics used to size the System
set forth in Attachment 1 have not been exceeded and the Issue is materially
impacting the normal use of the System in a manner consistent with the Issue Severity
definitions.
In addition, an Issue can be associated with the performance behavior of the System if
performance is impacted in a manner that warrants initial classification as a Critical
Issues or Serious Issue as defined in §2.2.19 (pending additional research) because it
is materially impacting the normal use of the System in a manner consistent with the
Issue Severity definitions.
Issues will be initially classified by the party identifying the Issue in accordance with
the Issue Severity definitions specified herein. Resolution of the Issue will proceed in
accordance with such classification until one or both of the parties revise the Issue
Severity level for the Issue as part of a coordinated effort
18. “Issue Priority” is the priority of any Issue, as assigned by the County. This priority
indicates, within an Issue Severity level, the relative order in which Issues will be
handled by CGI. Priority can be defined as “Urgent”, “High”, “Normal”, and “Low”.
19. “Issue Severity” is the severity assigned to all Issues, as ultimately managed by CGI
with input from the County. After initial assignment by the reporting Party, this
assignment will be reviewed as a coordinated effort between the Parties based on the
definitions of the severities, possible workarounds, and the impact on the
functionality. The following Issue Severity definitions in Exhibit D-2-A, which
correspond to the CGI Advantage Standard Maintenance Agreement, apply.
Exhibit D-2: CGI Advantage Standard Maintenance Issue Severity Definitions
Severity Definition
1 – A problem with the System causing critical impact to the County’s business
Critical operations, and no workaround is immediately available. Use of the System
Issue cannot continue.
Resolution efforts begin upon notification and continue until resolved. If
resolution requires a software correction, it is delivered as soon as resolved.
Example : The System is Down and Inoperable
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
2 – A problem causing significant impact to the County's business operations,
Serious and any workaround is unacceptable on a long term basis. Essential
Issue functions of the System are affected such that there is a significant impact to
the County's business operations.
Work begins after Severity 1 Issues are resolved and in consideration of
Issue Priority for any other pending Issues. If resolution requires a software
correction, it is made available as soon as resolved.
Example: Major Operations of the System are either Down or Inoperable
while some can continue
3 – A problem that impairs some functionality, but a practical workaround exists
Moderate such that there is not a material impact to the County's business operations.
Issue
If resolution requires a software correction, this is fixed in the next Minor
Release (e.g. 3.11), Major Release (e.g. Advantage 4), or Feature Set release
if reported prior to release cut-off date.
Example: One or more business processes are impacted, either in timeliness
or availability, but the System is operational
4 – A problem that does not affect any production functions of the software and
Minor Issue may be cosmetic in nature. A software defect exists but does not impede any
functionality.
These Issues are generally fixed in the next Minor Release, Major Release,
or Feature Set if reported prior to release cut-off date.
Example: There are some issues with the normal processing, but the System
is operational
20. “Live Date” means the date the System goes into production and is in use by the
County as its primary processing system for the respective function(s) it is designed to
support.
21. “Major Release” occurs infrequently and contains significant functional
enhancements that span the application modules and are generally accompanied by
major changes in technical architecture.
An example of a Major Release of the Advantage Software would be “CGI
Advantage 4”
22. “Managed Advantage” means Managed Services provided by CGI in support of the
System, as such Services are described in this Statement of Work.
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
23. “Managed Application” means each of the Licensed Software and Customizations
with the following exceptions:
o Taxport
24. “Managed Application Availability” means the minutes during the month that a
properly configured authorized device is capable of successfully executing a
transaction within the applicable Managed Application. A transaction can be an
addition, change or deletion, a request to view a record, a simple query, or a Web
service / API call. CGI monitoring, measurement, and responsibility will be within the
Point of Demarcation.
25. “Measurement Interval” is the period of time over which a given Service Metric is
measured for purposes of determining performance. Measurement Interval is monthly
unless stated otherwise.
26. “Minimum Service Level” is the level for a given Service Metric below which is
considered a failure in CGI performance during the Measurement Interval, which will
result in Service Credits awarded to the County by CGI.
27. “Minor Release” occurs typically on an eighteen (18) to twenty four (24) month
cycle and contains both functional and technical enhancements to the software. A
Minor Release enhances the application’s functional and technical capabilities and
responds to legislative requirements without introducing a wholesale change in the
application. The Minor Release upgrade model will be replaced by Feature Set
updates following the release of Advantage 4.
In addition to functional and technical enhancements, a Minor Release may also
contain corrections for software incidents reported from the prior release.
An example of a Minor Release of the Advantage Software would be “CGI
Advantage 3.11”
28. “Patch” is a correction to the Advantage Software application specific to one (or a
very small set of tightly related) Issue(s), independent of Issue Severity.
29. “Phoenix Data Center” or “PDC” means CGI’s data center facility used as the
primary hosting location for the System located in Phoenix, Arizona.
30. “Point of Demarcation” is the point(s) at the Phoenix Data Center in which the
System is operating where all related infrastructure is solely under CGI’s purview and
management. For the County, this is the border router(s) where network traffic
transitions from telecommunications circuits under CGI’s sole purview to the
County's facility/network. The County is responsible for the integrity and availability
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
of the County's facility and dependent services (e.g. power) for the operation of this
border router(s).
31. “Recovery Point Objective” or “RPO” is the maximum acceptable amount of data
loss experienced during a Disaster measured in time.
32. “Recovery Time Objective” or “RTO” is the maximum period of time within which
the CGI System will resume operations after a Disaster.
33. “Remote Hands Support” means providing physical restarts or manipulation of a
technology device at the direction of a party that is not physically present.
34. “Scheduled Maintenance Period” is any time when planned maintenance is to be
performed on the System. The standard Scheduled Maintenance Period is Friday from
7:00pm Eastern Time to Sunday at 7:00pm Eastern Time the second (2nd) weekend of
each month, though generally not lasting the entire period. Scheduled maintenance
takes precedence over County requests for special weekend processing.
35. “Scheduled Outage” means an outage that is documented, approved, planned and
scheduled in advance, including but not limited to all Scheduled Maintenance Periods
and outages caused by components for which the County is responsible.
36. “Service Credits” are credits by CGI of a portion of the At Risk Amount paid by the
County to CGI as a result of a failure by CGI to achieve the specified Minimum
Service Level for a specific Service Metric.
The Service Credit is equal to the At Risk Amount multiplied by the Service Penalty
for the respective Service Metric. This amount is accrued and reconciled on an annual
basis, for use over the subsequent 12 months by the County against CGI consulting
services or as applied to the next payment for the System.
37. “Service Level” is a target for a specific Service Metric against which CGI’s
performance is to be measured and reported. “Service Levels” are the collective set of
Service Levels across the respective Service Metric, specifically including the
Minimum Service Level and the Exceeded Service Level
38. “Service Level Agreement” or “SLA” means collectively the agreement of the
parties concerning Service Levels codified in §6.
39. “Service Metrics” are the specific units of measure mapping to the County’s business
objectives for which Service Levels are established.
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Definitions of Key Managed Advantage and SLA Terms and Terminology,
40. “Service Penalty” is the amount for each Service Metric that is factored against the
At Risk Amount for purposes of calculating any Service Credits relative to the
applicable Service Level(s) during a given Measurement Interval.
41. “System” is the baseline Advantage Software production application and modules,
Bundled Software Products, and Customizations, as collectively defined in §4.1.2 of
this Statement of Work.
42. “Technical Stack Upgrade” is an upgrade to the Bundled Software Products
required for use with the System.
43. “Total Planned Uptime” refers to the total minutes in the month of Infrastructure
Availability excluding all planned maintenance activities and other planned outages.
Infrastructure Availability is measured 24/7/365 based on the number of minutes in
the calendar month being measured.
44. “Total Uptime” refers to the total minutes in the month of actual Infrastructure
Availability. Total Uptime does not include unscheduled outages (or downtime),
which are determined by incidents reported by either Party resulting in an Issue
affecting Infrastructure Availability.
Availability will be based solely on performance of CGI’s responsibilities. Issues not
attributable to CGI and/or causes for which CGI is not independently accountable as
well as unavailability requested or induced by the County or caused by components
for which the County is responsible will be considered planned outages and will not
be deducted from Total Uptime.
45. “Uptime Percentage” refers to the percentage of minutes that the infrastructure is
fully operational or is unavailable due to Scheduled Maintenance Periods. In general,
uptime computations are based on the duration of unscheduled outages (or downtime)
for the System being measured against planned uptime.
The calculation is:
Uptime Percentage = (Total Uptime / Total Planned Uptime).
3.0 GENERAL MANAGED SERVICES PROVISIONS
3.1. Records and Audit
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Notwithstanding any other term of the Agreement, the following terms apply to audits required by
the County with regards to Managed Services.
3.1.1. Records and Audit
The County and CGI each agree to keep clear and accurate records relating to their activities
under the Agreement and this Statement of Work for at least the immediately preceding two
(2) years from any point in time during the term of this Statement of Work.
3.1.2. Audits Regarding Invoiced Amounts and Service Levels
Upon thirty (30) days prior written request, the County will be allowed to conduct an audit
reasonably necessary to verify: (i) amounts invoiced to the County for the Managed
Services, and (ii) CGI’s reports on Service Levels. CGI will provide reasonable access to
relevant CGI personnel, books and records necessary to conduct the foregoing audit, to (i)
the County's internal auditor, and (ii) a nationally recognized audit firm appointed by the
County. Such audits will be conducted at the County's expense and may be conducted
periodically during the term of this Statement of Work, but not more than once per Contract
Year, except for more frequent audits reasonably necessary to confirm that deficiencies
identified in the preceding audit have been effectively addressed. Such additional audits will
be subject to terms and conditions to be agreed upon by the Parties.
3.1.3. Audits Concerning Contractors Internal Controls
Each year, at its sole cost and expense, CGI will cause its external auditors to (i) perform a
SSAE NO. 18 audit (or succeeding equivalent) regarding internal controls that CGI applies,
on a common basis, to the primary hosting facility (the Phoenix Data Center) and associated
activities provided to the County (the “Internal Controls Audit”), and (ii) produce an audit
report in connection therewith (the “Internal Controls Audit Report”). CGI will notify the
County within thirty (30) days of the availability of the Internal Controls Audit (the report is
to be available in approximately August of each year). Due to the confidential nature of the
Internal Controls Audit, CGI and the County will mutually agree to a time and location for
the County to review the Internals Control Audit. In the event that the County reasonably
requests audit and reporting that are not covered by the Internal Controls Audit or that are on
a different audit period other than the standard CGI audit period, such additional audit and
reporting will be at the County's cost and expense and will be addressed through the Change
Order procedures outlined in Section 4.11 of the Contract terms and conditions.
3.1.4. Confidentiality of Audits
Where applicable for the purpose of §3.1, the County's external auditor shall provide CGI
with the County's written authorization to act as its external auditor and will then be deemed
to be the County's representative. No proposed auditor will be a competitor of CGI. Any
external auditor retained by the County in connection with such audits will execute a non-
disclosure agreement reasonably acceptable to CGI. All audit reports contemplated by this
§3.1 and their content will be deemed Contractor Confidential Information and will be
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subject to the confidentiality provisions contained in the Agreement and in accordance with
applicable law.
3.1.5. Cure of Deficiency
In the event that an audit contemplated by this §3.1 identifies a deficiency that causes or may
cause a breach of CGI’s obligations under this Statement of Work, CGI will (i) diligently
pursue resolution within a reasonable timeframe given the level of seriousness of the
deficiency; and (ii) confirm such cure to the County.
3.1.6. Security Policies
Access to the Phoenix Data Center by the County, or the County's external auditor, requires
advance notice and must be in accordance with all terms of this Statement of Work as well
as compliance with CGI’s then-current security and confidentiality policies and procedures
provided to the County or the County's external auditor, which includes but is not limited to
being accompanied by CGI at all times.
3.2. Disengagement Services
In connection with termination or expiration of this Statement of Work, CGI, upon request
by the County, shall provide assistance to the County in migrating the System and the
Managed Services being performed by CGI hereunder to the control of the County or an
alternate vendor designated by the County. Provided the County is current in its payment to
CGI under the Agreement and this Statement of Work, CGI will perform reasonable
disengagement Services under a separate Amendment for a period of up to six (6) months on
a time and materials basis at CGI’s then current professional services rates set forth in the
Agreement. Disengagement Services will be detailed in the separate Amendment and will
include, but will not be limited to: the type of Services to be rendered, estimated hours
required for the performance by CGI, the County or the vendor designated by the County to
the service component in order to derive an agreed upon cost component for the Services,
and agreed upon Deliverables for the completion of each disengagement Service component
identified in the Statement of Work. During the disengagement period, CGI will at no
additional charge provide the County with a copy of the County data in an electronic format,
readily accessible by the County or the vendor designated by the County as required for the
disengagement of CGI’s services hereunder and the provision of similar services by the
County or the County's designated vendor. CGI will provide additional disengagement
Services as mutually agreed between the Parties and set forth in a separate Amendment. At
the end of the disengagement period, the County will return to CGI any Contractor
Confidential Information or CGI Materials in the County's possession or control and cease
all access to the CGI System. CGI will return to the County any County Confidential
Information or County materials in CGI’s possession.
4.0 SCOPE OF SERVICES
4.1. General Terms and Assumptions
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This section defines the overall parameters and assumptions for the delivery of Managed Advantage
to the County. It highlights the key elements that are the basis for delivery of the Services on an
ongoing basis and the distribution of responsibilities between CGI and the County. These terms are
based upon CGI’s standard service delivery model for Managed Advantage, defined in §2.2.22,
information provided by the County, and CGI’s experience in implementing, hosting, and
maintaining Advantage Software for similar customers.
General Terms and Assumptions
1. Applications to be hosted and managed by CGI include:
a) CGI Advantage Financial Management, including:
► CGI Advantage Grants Lifecycle Management
► CGI Advantage Inventory Management
► CGI Advantage Asset Management
b) CGI Advantage Procurement Professional, including:
► CGI Advantage Vendor Self-Service (“VSS”)
c) CGI Advantage Performance Budgeting Formulation, including:
► CGI Advantage Salary and Benefits Forecasting
d) CGI infoAdvantage, including:
► CGI infoAdvantage Dashboard
e) CGI Enterprise Intelligence360 (“EI360”)
2. For purposes of clarification, collectively, the applications defined in §4.1.1 above,
any Bundled Software Product licensed from CGI in connection with these
applications as delineated in Exhibit B-3 (Proprietary Software License Agreement),
and Customizations defined in Attachment 2, if applicable, comprise the “System”.
3. Term will begin upon execution of Amendment No. 5.
The current Managed Services for the County’s Advantage 3.10 environments
continues under the prior MA SOW being Exhibit B-2 (Managed Advantage Plan
Services).
4. Standard Maintenance: The County must remain on currently supported Advantage
Software releases and remain current with standard CGI Advantage Software
maintenance through this Statement of Work Term to be eligible to receive Managed
Advantage.
5. For purposes of clarification, fees for Software Standard Maintenance for CGI
Advantage and Bundled Software Products are not included in Managed Advantage.
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General Terms and Assumptions
6. CGI will support and maintain the County’s Customizations to the Advantage
Software, except for forms, reports, and interfaces, which will continue to be
supported by the County.
Any Customizations to the Advantage Software that will be supported by CGI are
listed in Attachment 2 and will be documented via the Change Order process. The
upgrade Project and ongoing Managed Advantage delivery will accommodate these
Customizations, but do not assume merging or support of any new Customizations
unless they offset Customizations that are base-lined and deployed as a subsequent
Minor Release, Major Release, or Feature Set upgrade during this Statement of Work
Term. Offsetting customizations would need to be of equal or lesser complexity and
have required the same or less original development effort as those they are replacing
and are therefore excluded. Otherwise support for any additional Customizations not
explicitly included in Attachment 2 will be the responsibility of the County.
7. Connectivity between the County’s WAN and CGI’s Phoenix Data Center is via
CGI’s MPLS network and managed by CGI.
A primary (3 Mbps) circuit and a secondary backup (1.5 Mbps) circuit is in place at
the County’s primary site located at 11 South 3rd Avenue, Phoenix, AZ, 85003. The
circuits are provisioned in an active / passive configuration.
General Internet is provided for access to CGI Advantage VSS. The estimate of
bandwidth required is based on sizing information (see Attachment 1) provided by
the County.
8. All CGI Advantage Software application userid maintenance will be performed by the
County
All hosting infrastructure userid maintenance will be performed exclusively by CGI.
The following limits apply:
User Profile Updates: Creation/modification of userids limited to ten (10) per month
Password resets limited to ten (10) per month
User Profiles Disabled: Unlimited for staff terminations/reassignments
User profile requests made by the County should be batched and sent as a group
whenever possible.
9. Disaster Recovery is based on a maximum production data loss (Recovery Point
Objective - RPO), as defined in §6, of one (1) Business Day or less and a maximum
production recovery time (Recovery Time Objective - RTO) of seventy-two (72)
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General Terms and Assumptions
hours or less.
DR services include not more than one (1) Disaster Recovery Exercise testing
window of four (4) hours per year to perform functional testing as part of the planned
Managed Advantage on-line DR test period. The test can include up to ten (10)
County testers and CGI will provide each tester with VPN access to the recovery site
during the test period only. CGI will also provide general Internet for accessing the
CGI VSS application at the recovery site.
Connectivity to the CGI Disaster Recovery site from the County’s primary site is
managed by CGI. Planning for any loss of County facilities and connectivity required
for other County end-user locations from across the County’s WAN is the County’s
responsibility.
As with the Phoenix Data Center, CGI provides general Internet access to the CGI
provided separate and geographically disparate Disaster Recovery site.
10. Provisioning, management, and operation of any development workstations or any
client-site equipment are the responsibility of the County.
11. Hosting or support of the System or related components is limited to those expressly
stated in this Statement of Work. For these applications, Services include supporting
the operating system (OS), database software, Bundled Software Products exclusively
used by the application, CGI hardware/infrastructure, and operational/monitoring
software. CGI will acquire all necessary OS and database software licenses.
12. No on-site support at County locations is included except as expressly identified in
this Statement of Work; all Managed Advantage hosting support and operations will
be provided remotely and/or from CGI locations. The assigned CGI Managed
Advantage client delivery manager will meet with the County in person, twice per
year.
13. All reports and outputs are via print files and/or flat files, XML files or PDFs staged
for FTP and transmitted electronically.
14. All interface files are to be transmitted electronically.
15. As part of the Annual Planning Document process stated in Exhibit D-1, the parties
shall review the Operational Framework document provided by the County for
changes and updates.
4.2. Services to be Performed by CGI
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Managed Advantage – Services to be Performed by CGI
1. Provide a secure facility at the CGI Phoenix Data Center (in addition to a separate
Disaster Recovery site), for the equipment on which the County’s hosted processes run.
a) Physical security will include maintaining a secured computer area controlled by
CGI operations and protected by smoke and water detectors, a fire extinguishing
capability, uninterruptible power supplies, and generator for auxiliary electrical
power. The facility is located in Phoenix, Arizona, which is considered low risk
geographically with respect to force majeure potential.
b) The Phoenix Data Center maintains many federal and business certifications,
including SOX-compliance, ISO9001 compliance, and SSAE No. 18 compliance,
or its equivalent successor.
c) Security verification of the hosting infrastructure via an annual SSAE No. 18
SOC 1 Type II audit (or its equivalent successor) which includes a data center
penetration test.
2. Provisioning, installation, and maintenance of hardware, operating system (OS), and
database software as well as installation and management of software licensed by the
County (Advantage Software and Bundled Software Products) to support the hosted
System at the usage levels documented in:
a) Advantage Software Sizing – Usage Levels in Attachment 1
b) Customization Specifications in Attachment 2
c) This Statement of Work
3. Provide and manage multiple physical and/or virtual servers for the System sized and
determined by CGI based on the information provided by the County as identified
herein and included as Attachment 1. The environments being provided include one (1)
production environment engineered with redundancy and three (3) non-production
environment(s) with storage provisions for three (3) copies of the production database
except for the infoAdvantage and EI360 non-production environments, which will have
one (1) copy of the respective production database.
There will be a maximum of three (3) non-production environments supported
following the Live Date. The sizing of these non-production environments generally
assumes concurrent use of no more than fifty (50) users.
As CGI determines necessary, additional temporary environments may be made
available during a Minor Release or Major Release upgrade. These environments may
be reassigned for alternate purposes as needs arise and provided doing so does not
introduce risks to production operations. Additional storage and/or environments may
result in additional fees.
4. CGI and County will meet annually to discuss the System performance as it relates to
the County’s estimated usage metrics compared to the County’s actual usage metrics at
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Managed Advantage – Services to be Performed by CGI
that point in time (e.g. users, data backups, and document processing). If the actual
usage requires an adjustment to the infrastructure needs to support the County’s
processing volumes, the parties agree to follow the Change Control process.
5. Storage amounts for the servers include the entire System (production and non-
production environments and data); backup storage amounts include SAN and tape or
other storage media for the production system and non-production environments. This
includes an initial allocation of up to 2.52TB primary and 6.3TB backup increased over
this Statement of Work Term to a limit of 17.2TB of primary storage and 25.9TB of
backup storage based on the annual growth estimates provided by the County in
Attachment 1. Storage allocations presume that the source for all System reports and
analytics will be the CGI Advantage database and up to three (3) non-Advantage data
sources. These storage amounts will be re-assessed, using the annual System
performance assessment process, after the upgrade to Advantage 3.11 is in production, at
which time the storage metrics will be re-evaluated and updated, including relevant
updates to Exhibit D-2, Attachment 1. Allocation of additional storage is possible using
the mutually agreed upon Change Order process. Use of storage by the County in the
ordinary course of its business prior to the Advantage 3.11.1 go-live date will be deemed
compliant.
6. CGI will retain maintenance contracts in support of all applicable Managed Advantage
infrastructures over this Statement of Work Term.
7. Security services for virus protection, intrusion prevention services on public Internet
facing web servers, vendor-provided security patches for system-level software, and an
annual SSAE No. 18 SOC 1 Type II audit (or its equivalent successor) of the hosting
infrastructure.
8. Coordination and performance of typical-level system and application backups
required to support business operations and Disaster Recovery Targets (described in
§6.5. The specific frequency and retention of the various required backups will be
determined and documented as part of the written internal Managed Advantage
procedures documentation and will assume at least a daily production database backup
during any day when the system is to be available and when the documented Recovery
Point Objective (described in §6.5) is the standard one (1) Business Day or less.
Specific additional requirements regarding backup and recovery goals for the County’s
production environment may be supported at the County’s request; however there may
be additional fees associated with such request depending upon the frequency and
amount of data. Additionally, CGI has presumed there are no legal requirements that
affect or predicate backup frequency or data retention for the County beyond what is
expressly documented herein.
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Managed Advantage – Services to be Performed by CGI
9. Storage management uses the standard Managed Advantage storage and backup
infrastructure and procedures. Backup storage commensurate with Disaster Recovery
requirements plus one compressed backup of each environment is included, but
retention of additional backup images will result in additional costs if the additional
backup data causes the County to exceed the storage allocation limits specified in
§4.2.4 . Backups restoration testing and validation is undertaken in conjunction with
Disaster Recovery testing as described in this Statement of Work.
10. Provide online access to the CGI Advantage Software listed in §4.1.1 during the hours
set forth under the definition of the Hours of Availability.
11. Production job scheduling, execution, monitoring, and management as well as
proactive measures in support of exceeding the Service Levels. The County will be
responsible for assisting in the establishment of requirements for regular processing
schedules and for communicating and coordinating required scheduling changes with
the CGI operations staff no later than four (4) hours prior to the hours for routine
application support.
Once a job schedule is defined by the County for a particular period (nightly, weekly,
monthly… etc.) CGI will execute that job schedule and provide expected operational
outcomes to the County; unexpected operational results will be resolved in accordance
with the service levels specified in §6. Prior to the start of each Contract Year
thereafter, the processing schedule for the upcoming year will be reviewed and agreed
upon by the Parties.
12. Coordination and processing of interface files. CGI will coordinate and accept the
transmission of data through electronic file transfer via the County’s network directly
from the County’s staff or County-designated 3rd-party. The County will ensure that
files contain the appropriate content and that all files are received in a timely manner to
a predetermined file structure location, sufficiently in advance to ensure processing in
the expected job schedule.
13. Schedule County reports and outputs and make them available electronically to
authorized users as required by the agreed upon job schedules. All reports and outputs
shall be delivered via locally-routed print files, flat files, or PDFs staged for FTP and
transmitted electronically.
14. The Managed Advantage team will be available for consultation with the County
24/7/365 for any Critical or Serious production Issues, as defined by Issue Severity.
Requisite information is provided as part of the Contacts and Escalation List to
facilitate the ease of contacting (and reaching) the relevant Managed Advantage
support personnel. The Managed Advantage team will have the ability to reach other
CGI personnel required to support the County for production Issues, providing access
to Advantage Software experts, as needed to maximize application availability.
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Managed Advantage – Services to be Performed by CGI
Additional details as to the hours of CGI staff availability in support of Managed
Advantage are defined in §6.
15. Standard database support includes database monitoring and maintenance activities
including performance monitoring, issue resolution, applying software patches and
scheduled upgrades, file allocation monitoring and adjustment, as well as
reorganizations as necessary, and execution of required data backups. Standard
database support service also includes delivery of production data to non-production
environment(s) upon reasonable request. This service is limited to twelve (12) times
per year and not more than once (1) per week unless required to support a
Critical/Serious Issue or upgrade.
16. Support includes production code migration as described below:
a) Critical/Serious Issue:
► Unlimited for Critical or Serious Issues for which CGI is responsible, per §6.
► Limited to one (1) per month to resolve a Critical or Serious Issue for which
the County is responsible.
b) Moderate/Minor Issues and Other County Migration Requests:
► Limited to one (1) per week during routine support hours (as defined in
§6.A.1.a) at preset intervals, independent of the responsible Party (i.e., once per
week on a set day) and should be batched and submitted as a group whenever
possible.
17. Standard change management and application code version control and tracking for the
System.
18. Production code Hot Fix application and management as necessary for Critical Issues
and Serious Issues in production that have a business impact to the County. CGI will
follow the definitions of Critical Issues, Serious Issues, Moderate Issues, and Minor
Issues as defined in §2.2.19. However, any Issue which CGI’s Managed Advantage
team determines to warrant escalation in order to support ongoing hosted business
operations will be considered a Critical Issue regardless of that definition.
The County will certify any production updates as acceptable for production
deployment prior to final migration into that environment.
19. Upgrades as specified in §5. The County will participate in the scheduling, planning,
and final testing and certification of these efforts prior to final deployment to the
production environment. Both CGI and the County will work together to time the
activities such that they balance the introduction of new releases/functionality with the
objective of continued application stability.
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Managed Advantage – Services to be Performed by CGI
20. Reports on Service Level performance at the frequency and with the information
specified in §6, monthly service level reporting shall be targeted to a date not later than
fifteen (15) calendar days in the month following delivery of Services, to be delivered
not later than the next invoicing date, as provided in §6 of this Statement of Work.
21. Support for County audits of the System. CGI shall provide support for the County’s
audits during routine support hours set forth under the definition of the Hours of
Availability, which unless mutually agreed, will not exceed more than twenty-five (25)
hours spanning a thirty (30) day period annually. If necessary, additional hours can be
made available through the Change Order process.
22. Provision, manage, and maintain adequately-sized data communication connectivity
mechanisms from the County’s WAN (or other end-user locations) to CGI’s Phoenix
Data Center and to CGI’s Disaster Recovery site.
4.3. Services to be Performed by the County
The County will be responsible for the timely performance of its responsibilities as set forth in this
Statement of Work.
Services to be Performed by the County
1. Provide any/all available documentation detailing the County’s current application
configuration.
2. Provide updated named individuals as primary and secondary points of contact and escalation
to support operations under Managed Advantage.
3. Coordinate with CGI operations staff for services, support, and scheduled maintenance through
the designated, centralized CGI points of contact (e.g. two or three named individuals)
identified in the Contacts and Escalation List.
4. Provide Remote Hands Support for any CGI network equipment located at the County’s facility
associated with the circuits connected to CGI’s network.
5. Maintain all Advantage Software application user-id security.
6. Provision, maintain, and manage secure FTP services for interfaces and data transmissions.
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Services to be Performed by the County
7. Coordinate the timely transmission of data through electronic file transfer directly from the
County’s facility and network.
8. Ensure all files are transmitted/received in mutually agreed format and in a timely manner,
sufficiently in advance to ensure processing in the expected job schedule.
9. Assume responsibility for the integrity of all input data delivered to CGI (either online or
through batch interfaces) for processing.
10. Provide at least sixty (60) days advance notice of any increase in processing volumes over
twenty percent (20%) outside of gradual and agreed upon growth projections, as outlined in
Attachment 1. Any special processing specified in §6, is excluded from this requirement, but
both Parties acknowledge such cases will be operated and limited by current capacity.
Processing of such increases may be subject to additional fees.
11. Execute testing, including user acceptance testing, in support of patches and/or changes prior to
production migration. Testing generally will include the County executing jobs in non-
production environments, at least up to final testing immediately preceding production
migration.
12. Timely validation of the production application output associated with application
configuration, use, and functional application management (i.e. outside of CGI’s purview).
13. Report scheduling, distribution, and output handling.
14. If applicable, execute parallel processing and/or other methods of validating correct application
processing (with technical support from CGI) during the deployment of the system and before
the final cutover to live operations on the CGI infrastructure.
15. Provide, manage, and operate employee workstation hardware and software and other onsite
equipment.
16. Provision, manage and maintain adequately-sized communications from the County’s WAN to
end-user locations not associated with any CGI-provided communications network.
17. Assist in problem identification and resolution as it relates to the County’s data, staff, and/or
procedures as well as functional issues with the System and appropriate interaction with
interfacing entities. The County will report any Issues to CGI using the standard Issue reporting
process for Managed Advantage.
5.0 UPGRADE SERVICES
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5.1. Upgrade Services
In addition to the Ongoing Support Services and continued support for the existing Advantage 3.10
environments under Exhibit B-5 (Project Implementation Services), CGI shall perform Upgrade
Services to the CGI System and Managed Application(s) to keep the County on a currently
supported version of the licensed CGI Advantage Software through the remainder of the Contract
term (i.e. June 2031). The Upgrade Services will include an initial Minor Release upgrade to
Advantage 3.11 for all licensed Advantage Software modules (Advantage Financial Management,
Advantage Performance Budgeting, infoAdvantage, and Enterprise Intelligence 360) except for
Advantage VSS, with an Advantage VSS 4 upgrade occurring in parallel. The Advantage VSS 4
upgrade will start approximately 4 months after the start of the Advantage 3.11 upgrade. Both
Advantage 3.11 and VSS 4 will go live at the same time. The non-VSS Advantage modules
(Advantage Financial Management, Advantage Procurement Professional (excluding VSS),
Advantage Performance Budgeting, infoAdvantage and Enterprise Intelligence 360) will start a
Major Release upgrade to Advantage 4 approximately one year after Go-Live of Advantage 3.11 and
VSS 4. During this upgrade, Advantage VSS will be upgraded to the same version of Advantage 4 as
the other modules. Once all components of the Advantage system have been upgraded to Advantage
4, additional future upgrades of the licensed Advantage Software, with the exception of the Bundled
Software Products, will occur no more than annually via the application of Feature Set(s) to keep the
County current on technology to maintain Tier 1 support through the Contract term, such that the
County will be no more than one Feature Set behind the latest generally available offering to CGI
customers at the time of Contract expiration. Bundled Software Products are upgraded as part of
Technical Stack Upgrade which will occur concurrently with a Feature Set upgrade every other year.
In the event that a Major Release is made generally available to CGI customers and the County
notifies CGI by June 30, 2028 that they intend to proceed with the upgrade to that Major Release,
CGI will perform the upgrade in accordance with this Exhibit D-2 in lieu of the remaining Feature
Set upgrades and to maintain Tier 1 support through the Contract term. The Major Release upgrade
will be documented in the Annual Planning Document, including the County’s commitment to
dedicate the necessary County resources to perform the County’s roles and responsibilities to support
the upgrade. To the extent still applicable as defined in the Annual Planning Document, the roles and
responsibilities for any Major Upgrade after Advantage 4 will be in accordance with Exhibit D-1
Section 7.3, Shared Responsibilities, excluding training, organizational change management, and
business process re-engineering, and also in accordance with Exhibit D-2, Section 5.2 Upgrades -
Steps to be Performed. Any customizations created after the Effective Date of this Amendment will
be subject to additional costs if the County elects to bring them forward as part of the Major Release
upgrade.
5.1.1. Upgrade Services include necessary changes to the CGI System to accommodate the newly
built and upgraded environments that will become replacements to those originally created
in the deployment phase or subsequent Upgrade phase(s).
5.1.2. The specific Feature Set to be used for each included upgrade will be decided upon mutually
by the parties during the Fiscal Year Planning and documented in the Annual Planning
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Document. Depending on the timing of the availability of Feature Sets, at least every other
Feature Set upgrade made available by CGI will be applied to the System.
5.1.3. Feature Set and concurrent Technical Stack Upgrades (if applicable) will have a duration of
up to four (4) months.
5.1.4. Upgrade Services do not include the services documented in Section 4.2 or the Service
Levels documented in Section 6.4 and Section 6.5, until the Upgrade Go-Live date.
5.1.5. Each upgrade period concludes with a single Upgrade Go-Live Date.
5.1.6. If any temporary environments are established to support an upgrade, they will be
decommissioned within 30 days of the Go-Live date.
The schedule of Upgrade Services will be determined as part of the Fiscal Year Planning and
specified as part of the Annual Planning Document.
Provisioning of the hardware/software procurement by CGI will begin with the lead time necessary
per the upgrade planning, which should be finalized at least ninety (90) days prior to the upgrade
period to allow for potential lead time requirements.
Work products that need to be created or updated to document or facilitate the Upgrade Services
activities will be specified in the Annual Planning Document. The Annual Planning Document will
be revised every year to in accordance with the specific Upgrade Services activities that will occur
that year.
5.2. Upgrades – Steps to be Performed
Responsibility
Activities Item
CGI County
If necessary, define required
environment configuration to support
the upgrade. This includes but is not
Upgrade
limited to evaluating the hardware X X
Environment
and software requirements and
Setup for the
specifying the appropriate non-
Managed
production environment and access.
Advantage
System
Identify, with assistance from CGI, all
County-specific components to be X X
included
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Responsibility
Activities Item
CGI County
If necessary, provision any new
infrastructure or hardware (if
X
applicable) required to support the
upgrade
Provide Remote Hands Support for
any physical activities related to the
County network or infrastructure
X
equipment (for example equipment
resets) as required to support upgrade
activities
Identify any training and/or user
documentation updates that may be X X
required
Setup all required configurations
X
defined based on the steps above
Install Minor, Major Release upgrade
and/or Feature Set software, related
third party products, and County-
X
specific components such as
processing scripts, reports and
interfaces
Perform updates to production
operations processing scripts and
X
backups for the CGI processing
environment
Run any automated utilities available
X
for converting 3rd-party product data
Resolution of any County 3rd-party
software data issues remaining after X
Data Conversion
the running of the automated utilities
and Testing
Perform application and platform
testing, as appropriate (CGI technical,
County functional), to include, but not
limited to:
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Responsibility
Activities Item
CGI County
a) Verify job processing schedule
based on County provided
requirements. This includes the
timing, dependencies, and X
expected outcome of each job
within each of the batch
schedules
b) Verify interface and reporting
requirements and processing
schedule. This includes the
timing, dependencies, and X X
expected outcome of each
interface and reporting job within
each of the batch schedules
c) Verify interface and reporting
X X
access/distribution is functioning
d) Modification of interface files,
X
reports, as needed
e) Verify the transmission of data
through electronic file transfer
directly from the County’s staff
X X
or designated 3rd-party providers
and/or interfacing entities via the
County’s network
f) Test printing at the County X
Define and perform functional testing,
X
training, and user acceptance testing
Define detailed code migration steps,
including but not limited to timing,
responsible party, communication X X
mechanism, validation procedures,
Code Migration and go/no-go signoff criteria
Planning
Identify source libraries, data stores,
and files for inclusion in production
X X
cutover activities (each Party for their
site)
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Responsibility
Activities Item
CGI County
Define source load processing steps,
order, dependencies, validation
X X
requirements, and back-out
procedures
Create migration plan for production
cutover, including training and X X
documentation requirements
Final and official go/no-go decision X X
Perform production migration of
upgraded System following the X X
production migration plan
Patch/Upgrade
Code Migration
If necessary, perform archival and
shut-down of any pre-upgrade
environments for the System that are X
no longer needed based on County
requirements
6.0 SERVICE LEVEL AGREEMENTS
6.1. SLA Applicability
The general framework for the SLA is addressed below.
Detailed Explanation as to When and How the SLA Applies
1. While not specific to a Service Metric, remote availability of the Managed Advantage
team in support of delivering the Services and the SLA is as follows:
a) For routine support:
► Toll-free phone number for routine support 8:00am - 5:00pm Arizona Time,
Monday – Friday, exclusive of mutually agreed upon Holidays s
b) For production emergencies:
► CGI staff on-call 24/7/365 for Critical and Serious Issues in the production
environment as defined in §2.2.19.
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Detailed Explanation as to When and How the SLA Applies
2. The Service Metrics and Service Levels are applicable to the infrastructure and
environment as well as the System, as appropriate for each Service Metric. They are
not applicable to any Customizations or enhancements to the System not identified
within Attachment 2. Similarly, they only apply to interfaces operating on the
Managed Advantage infrastructure and for which CGI is solely responsible.
Interfaces operating at the County either creating data/content to be sent to CGI or
processing data returned by CGI are the responsibility of the County.
3. The Service Metrics and associated Service Levels apply to the production
environment and use of the System in production, unless specifically noted otherwise.
In the event that a single Issue affects more than one Service Level, only the Service
Metric with the highest Service Penalty will apply with respect to any Service Credits
issued by CGI to the County. However, other unrelated incidents resulting in Issues
will be considered as separate events and aggregated with respect to measuring
performance against each Service Metric and associated Service Levels.
4. Approximately ninety (90) days prior to the start of the twelve (12) month period
following the Effective Date of this Statement of Work (each such twelve (12) month
period being a “Contract Year”) and then ninety (90) days prior to every twelve (12)
months thereafter throughout the Term, the County and CGI will mutually agree in
writing (via the Annual Planning Document) upon a processing schedule that
supports the County’s business needs and identifies any times/days where the System
and CGI’s services defined herein apply and do not apply, including the County’s
special processing periods (which are excluded from the calculation of any Service
Credits if volumes exceed what was modeled and tested for the System or in the
determination of Batch Processing Time), holidays, maintenance windows, etc. Any
material adjustment or impact that changes the processing calendar will be handled
via a Change Order.
5. The County and CGI will coordinate Scheduled Maintenance Periods at least two (2)
calendar weeks in advance. Exceptions may be needed if a situation occurs that puts
achievement of the target Service Metrics and associated Service Levels at risk. Such
maintenance shall be timed to coincide with times of minimal traffic or use for the
County. CGI reserves the right to immediately request and institute a Scheduled
Maintenance Period at any time of the day if CGI reasonably determines that a failure
to act immediately would lead to significant harm to either CGI or the County. Every
reasonable effort will be made to obtain the County's prior approval of such action in
writing. Scheduled Maintenance Periods under these circumstances cannot be
associated with an Issue or a situation that CGI could have reasonably mitigated
within CGI’s boundaries of responsibility (as per the Point of Demarcation) under
this Statement of Work.
6. The County suspends any specific Service Metric and associated Service
Level/Service Credit that will subsequently not be met due to the County’s failure to
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Detailed Explanation as to When and How the SLA Applies
perform its responsibilities under this Statement of Work. The County’s related
responsibilities in non-technical use and administration of the System after the Live
Date include functional configuration, functional management, and Issue(s) requiring
functional support in troubleshooting and diagnosis.
CGI performance against any suspended Service Metric and associated Service Level
will be reinstated once the corresponding activity has been performed by the County.
The County agrees to hours of availability for staff and interdependent systems
reciprocal to the Hours of Availability defined herein so as to support effective
escalation and not to impede collaboration and support in resolution of Issues
affecting Service Metrics and associated Service Levels.
7. Any events or situations affecting the System for which CGI is not solely responsible
will not be counted toward CGI’s ability to achieve the Minimum Service Level(s)
associated with the respective Service Metric(s). Similarly, if the County elects to
delay or skip an update or upgrade and doing so no longer keeps the County on
supported releases of any part of the System, the County acknowledges that CGI’s
ability to achieve the Minimum Service Level(s) associated with the respective
Service Metric(s) may be impaired. Should the standard or recommended resolution
of one or more Issue(s) have been associated with the delayed or skipped
updated/upgrade, Service Credits will not be issued in association with any affected
Service Metric(s) and associated Minimum Service Level(s).
8. If CGI is waiting on the County for additional information during resolution of an
Issue, measurement of CGI’s non-conformance with the respective Service Metric
and associated Service Levels being impacted is suspended until the County's
response with the requisite information is received. Once CGI makes available a fix
or correction to remediate an Issue impacting one or more Service Metrics,
measurement of CGI’s non-conformance with the respective Service Metric and
associated Service Levels being impacted ends.
As an example, CGI is not responsible for additional time associated with subsequent
County required approvals or procedures related to the application of the fix or
correction. If, upon application of the fix or correction, the Issue is not remediated,
CGI will again be subject to measurement of non-conformance against the Service
Metric, upon notification by the County to CGI or acknowledgement by CGI to the
County of the new or continued situation.
Unless otherwise agreed to by both parties, if notice is by the end of the following
Business Day after CGI delivers an applied fix or correction to the County for the
County to test, continuation of resolution time will be against the original Issue,
otherwise a new Issue is logged. However, none of these situations relieve CGI from
responsibility to support resolution or remediation of a situation if any part of the
cause or ability to resolve fall within CGI’s responsibilities as set forth herein.
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Detailed Explanation as to When and How the SLA Applies
9. Service Metrics and associated Service Level calculations will be suspended during
an active Force Majeure or when operating the System under a Disaster Recovery
scenario, as declared by CGI. Reporting and calculations will be reinstated once
operations resume at the Phoenix Data Center or a replacement primary site.
10. The initial Measurement Interval for purposes of calculating Service Credits begins
with the first full month ninety (90) calendar days after the Live Date, however
Service Metric and Service Level reporting begins on the Live Date. Similarly
Service Credits for any affected subsystems (e.g. Procurement/Vendor Self Service)
of the application are suspended for sixty (60) calendar days after the application of a
Minor Release, Major Release, or Feature Set. Notwithstanding the absence of
Service Credits during these periods, CGI will continue to remain subject to all its
other obligations as set forth in this SLA.
6.2. SLA Management
General Terms Regarding Reporting and Calculations,
1. CGI shall implement and utilize its current measurement and monitoring methods,
tools, and procedures to track and report CGI’s performance in delivering the
Services relative to the applicable Service Levels and shall produce a monthly report.
Any additional reporting or measurement or use of County-specific tools and
technologies by CGI shall be subject to a Change Order.
2. Service reporting is provided monthly. The monthly report will be delivered in
tandem with any CGI invoices for the Services rendered within the given month, on
the agreed upon invoicing schedule, if applicable. The report will measure and
document CGI's performance of the Services relative to the Service Levels and the
County’s usage of Services. The report will set forth in detail the Service Metrics
relative to the Service Levels, the actual measured level of performance for each
Service Metric, and any resulting monthly Service Credits.
3. In all cases, CGI will be responsible for measuring Service Levels and calculating
appropriate Service Credits for the parties in accordance with this §6 .
6.3. Service Levels
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Managed Advantage Service Metrics and Levels as Defined for the County
1. If CGI performance falls below the identified Minimum Service Level for a Service
Metric with a percentage based Service Penalty, the County would be entitled to the
associated percentage of the At Risk Amount (based on the Service Penalty) as a
Service Credit to be accrued monthly and reconciled annually. The Service Credit is
capped and not to exceed an At Risk Amount of 10% of the monthly fees paid to CGI
for any and all failures during the measurement period in which CGI’s respective
performance was below the Minimum Service Level. In no month will the aggregate
Service Credit for all failures be greater than this amount.
2. If CGI performance falls below the identified Minimum Service Level for a Service
Metric with a Fixed Credit Service Penalty, the County would be entitled to a Service
Credit equal to the Fixed Credit specified as the Service Penalty for that Service
Metric. The fixed fee credit for the annual Disaster Recovery Exercise is capped at no
more than one credit per year.
6.4. Managed Application Availability Percentage
6.4.1. Managed Application Hours of Availability. The following table identifies the Managed
Applications that are subject to the Managed Application Availability Service Level and the
applicable Hours of Availability for each such Managed Application.
Managed Application Hours of Availability
CGI Advantage® Financial 6:00am - 7:00pm in the Arizona Time
Management Zone, Business Days, excluding
Scheduled Maintenance
CGI Advantage® Procurement 6:00am - 7:00pm in the Arizona Time
Professional (excluding VSS) Zone, Business Days, excluding
Holidays and Scheduled Maintenance
CGI Advantage® Performance 6:00am - 7:00pm in the Arizona Time
Budgeting Zone, Business Days, excluding
Holidays and Scheduled Maintenance
CGI infoAdvantage® and EI360 6:00am - 7:00pm in the Arizona Time
Application Zone, Business Days, excluding
Holidays and Scheduled Maintenance
CGI Advantage® Vendor Self 24 hours/day, 7 days/week, excluding
Service Scheduled Maintenance
NOTE: Provided other requisite activities do not conflict (e.g. batch processing,
maintenance), the System will generally remain online and accessible outside of the
Managed Application Hours of Availability, but such additional availability or any Issues
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arising during such time will not be counted as part of Hours of Availability or in any
dependent Service Metrics. Similarly, support for monitored weekend and off-hours
availability can occasionally be provided by CGI if requested five (5) business days in
advance, but will not be counted toward Hours of Availability or any dependent Service
Metric.
NOTE: If user behavior in the use of these Managed Applications exceeds the practical
limits of the Managed Application and/or the underlying environment/infrastructure, as
documented in Appendix A (CGI Advantage® Cloud and Hybrid Services Usage Levels),
resulting Issues, Incidents or unavailability will not be counted toward CGI’s performance
against the applicable Service Metric.
6.4.2. Managed Application Availability Calculation.
Managed Application Availability Percentage for each Managed Application for each month
is calculated as follows:
(X – Y) / X
Where:
X = planned minutes available for the applicable Managed Application
Y = minutes that the applicable Managed Application was not available
NOTE: Y – excludes Scheduled Outages
NOTE: Y – excludes Issues and Incidents not attributable to CGI or its Subcontractors
and/or causes for which CGI or its Subcontractors are not independently accountable
Example:
The Managed Application Availability for CGI Advantage® Financial Management in a
month with twenty-two (22) Business Days during which CGI Advantage® Financial
Management was unavailable for three (3) hours would be calculated as follows:
X = 22 days x 12.5 hours/day x 60 minutes/hour = 16,500 minutes/month
Y = 3 hours/months x 60 minutes/hour = 180 minutes/month
Availability Percentage = (X-Y)/X = [(16,500 minutes/month – 180 minutes/month) /
16,500 minutes/month] x 100 = 98.91%
6.4.3. Issue Response and Resolution/Workaround Times.
6.4.3.1. Issue Severity Designations - With initial input from the County regarding
business impact, Issue Severity is designated by CGI. Consideration is given by
CGI to the definitions of the Severities, possible workarounds, and the impact on
the functionality.
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6.4.3.2. CGI System Incidents – Incidents associated with the CGI System will be handled
by CGI with the urgency required to meet the associated Service Metrics, and
therefore will not be managed via the Issue Severity.
6.5. Service Metrics
Applicability Minimum Service
Service Metric Service Penalty
Factors Level
Environment Metrics
Infrastructure Availability Uptime
15% 99.5%
(Data Center/ Hardware) Percentage
Application Metrics
CGI Advantage Financial Availability
20% 99.5%
Management Percentage
CGI Advantage
Availability
Procurement (excluding 10% 99.5%
Percentage
VSS)
CGI Advantage Availability
20% 99.5%
Performance Budgeting Percentage
CGI infoAdvantage and
Availability
EI360 Application 12% 99.5%
Percentage
Availability
CGI Advantage Vendor Availability
10% 99.5%
Self Service Percentage
Response Time Metrics (1, 2)
Target Status
Update:
Issue 60 minutes
Critical 10%
Severity Target Workaround
or Resolution:
72 Business Hours
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Target Status
Update:
Issue 120 minutes
Serious 3%
Severity Target Workaround
or Resolution:
96 Business Hours
Disaster Recovery Targets
$10,000 – annual
Annual Disaster Recovery Fixed Credit: credit, not
Exercise Recovery Time n/a
$10,000 measured on a
Objective (RTO)
monthly basis
Within 72 hours of
Recovery Time Objective
(RTO) – declared Disaster n/a See Footnote (3) a declaration of
below Disaster
See Footnote (3) No greater than 1
Recovery Point Objective below
n/a Business Day loss
(RPO) – declared Disaster
of data
Footnotes:
(1) Target Customer Status Update Time is as noted or as agreed upon between the
parties. Both parties agree that providing status updates is not to take priority
over resolving the respective situation if there are competing dependencies. A
reasonable workaround would trigger re-evaluation of the respective Severity.
Should an Issue arise that cannot reasonably be addressed within the Target
timeframe, both parties agree to collaborate on a mutually agreed upon action
plan that will then govern its resolution.
(2) The times set forth for response time metrics shall commence upon the earlier of
the time at which the County gives notice to CGI via the contact point, or CGI
identifies the Issue.
(3) Upon a declared Disaster, if CGI fails to meet its Recovery Point Objective
obligation as noted in the Disaster Recovery Target above, CGI will provide up
to three (3) full-time CGI resources to assist the County with the recovery of that
data evidenced by the County, in writing and in sufficient detail, as unrecovered.
This remedy represents CGI’s sole obligation and the County’s exclusive
remedy.
If it is determined by the parties that the data is unrecoverable after a reasonable
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timeframe, the parties will confer and determine appropriate next steps on the
disaster recovery effort.
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EXHIBIT D-2
ATTACHMENT 1
NEWLY CREATED FOR THIS AMENDMENT NO. 5
SIZING AND USAGE LEVELS
CGI Advantage Financial Management Usage Level
Total Users 600
Estimated Concurrent Users 100
Annual Data Growth Rate 5%
Estimated Number of Financial Documents Per Month 5,417
Estimated Number of Disbursement Checks per Month 6,000
CGI Advantage Procurement and VSS Usage Level
Total Users 5,500
Estimated Concurrent VSS Users 55
Annual Data Growth Rate 5%
CGI Advantage Performance Budgeting Usage Level
Total Users 175
Estimated Concurrent Users 100
Annual Data Growth Rate 5%
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CGI infoAdvantage and EI360 Usage Level
Total Users 381
Estimated infoAdvantage Concurrent Users 100 – 150
Estimated EI360 Concurrent Users 25
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EXHIBIT D-2
ATTACHMENT 2
NEWLY CREATED FOR THIS AMENDMENT NO. 5
CUSTOMIZATIONS LIST
Number Description Supported Baseline Release
CP001 Change position record unique key Yes 3.11.1.D
CP002 Solicitation response from inactive vendor Yes 3.11
CP006 Department of Revenue inference Yes 3.11
CP008 Revenue budget structure Yes no current target
CP009 Add program to fund department requirement table Yes 3.11
CP010 PB Universe change – Extensions and Customizations Yes no current target
CP011 PB Universe change – Cascading prompts for scenario & fiscal Yes no current target
year + rollups (time periods)
CP014 PB positions lines importing customizations Yes 3.11.1.D
n/a PB Seeding GUI No n/a
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