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Superion dba CentralSquare Technologies (Formerly Sungard Public Sector LLC) - FY2017-028-02
DocuSign Envelope ID 18C9F823-3176-4CB4-89BF-D3A5808B3325 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No 2") by and between the CITY OF RANCHO PALOS VERDES ("City") and SUPERION, LLC, a CentralSquare Technologies, LLC company ("Consultant") is effective as of October 18, 2022 RECITALS A City and SunGard Public Sector, LLC ("SunGard") entered into that certain Agreement for Professional Services dated December 20, 2016 ("Agreement") whereby Consultant agreed to provide installation and support of the TRAKiT software application, including modules for permit management, planning and project management, code enforcement management, building and code case inspections management, business license management, and revenue management services (the "Services") for a Term of 5 years, and a Contract Sum of $621,400 The Agreement provided for one additional 5-year extension, and then extensions in 1- year increments, by mutual agreement B In April 2017, SunGard changed its corporate name and brand to Superion, LLC ("Consultant") The TRAKiT software was renamed Community Development C On October 18, 2018, the Agreement was amended ("Amendment No 1") to add Laserfiche integration services, for an additional sum of $15,000, for a new Contract Sum of $636,400 C The Term of the Agreement ended on December 19, 2021, but Consultant has continued to provide Services City and Consultant now desire to amend the Agreement to retroactively extend the Term by 5 years, through December 19, 2026, and update the Contract Sum by $235,503 33 to $871,903 33 The increase of$235,503 33 will include $41,708 94 for the Services provided December 20, 2021 through December 19, 2022, $43,794 39 for the Services between December 20, 2022 and December 19, 2023, and approximately $50,000 for each the following 3 years, to account for CPI increases TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in stffketlifeugh and added text in bold italics a Section 2.1, Contract Sum, is amended to read: Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed Sty-Hundred . . . . ! . . „ _ ,. ! $871,903.33 (Eight Hundred Seventy One Thousand Nine Hundred Three Dollars and Thirty Tree DocuSign Envelope ID 18C9F823-3176-4CB4-89BF-D3A5808B3325 Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 8 The Contract Sum includes the following. $636,400 for the initial 5 year Term; and $235,503.33 for the period from December 20, 2021 through December 19, 2026, as follows• an amount not to exceed $41,708.94 for the Services provided December 20, 2021 through December 19, 2022; an amount not to exceed $43,794.39 for the Services between December 20, 2022 and December 19, 2023;and amounts not to exceed$50,000 for each the following 3 years, the exact amounts to include CPI increases and to be agreed upon by both parties in writing each year before they take effect. b Section 3.2, Schedule of Compensation, is amended to read: Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 180 (one hundred eig hty'60 (sixty) days cumulatively c Section 3.4,Term, is amended to read. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect .- . :.. - - . - - - . • • = until completion of the Services, but in no event later than December 19, 2026. , The Term may be renewed thereafter by mutual agreement for one (1) year termextensions, upon the same terms and conditions provided herein Notwithstanding, with respect to the Support Term, City retains a right to provide Consultant wntten notice of non-renewal of support services to be provided to Consultant at least sixty(60)days prior to the anniversary of each twelve(12)month support penod commencing as of the Effective Date during the Term of this Agreement d The following is added to Section I of Exhibit "C" Schedule of Compensation: E. Licensing and Support and Maintenance for the period December 20, 2022 through December 19, 2023: 01203 0001/823496 2 -2- DocuSign Envelope ID 18C9F823-3176-4CB4-89BF-D3A5808B3325 PRODUCT NAME QUANTITY TOTAL 1 CodeTRAK Annual Maintenance Fee 1 000 USD 2 CRM TRAK Annual Maintenance Fee 1 000 USD 3 eTRAKiT Citizen Portal Annual Maintenance Fee 1 4 839 21 USD 4 GeoTRAK Update Routine Legacy Annual Maintenance Fee 1 000 USD 5 ITRAKIT Code Annual Maintenance Fee 1 000 USD 6 ITRAKIT Inspect Annual Maintenance Fee 1 000 USD 7 iTRAKIT Suite Annual Maintenance Fee 1 7,258 82 USD 8 LicenseTRAK Annual Maintenance Fee 1 000 USD 9 PermitTRAK Annual Maintenance Fee 1 000 USD 10 ProjectTRAK Annual Maintenance Fee 1 000 USD 11 TRAKIT Cashienng Suite Advanced Merchant Annual 1 7 258 82 USD Maintenance Fee 12 TRAKIT Community Development Core Annual Maintenance 1 000 USD Fee 13 TRAKIT GIS Professional Engine Annual Maintenance Fee 1 6 049 02 USD 14 TRAKIT Web Services Annual Maintenance Fee 1 2 419 61 USD 15 TRAKIT9 Community Development Suite User License Annual 1 13 065 38 USD Maintenance Fee 16 TRAKIT9 Regulatory Licensing Suite User License Annual 1 2,903 53 USD Maintenance Fee Renewal Order Total 43,794 39 USD 2 Continuing Effect of Agreement. Except as amended by Amendment Nos 1 and 2, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 2,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos 1 and 2 3 Affirmation of Agreement; Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective, valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 01203 0001/823496 2 -3- DocuSign Envelope ID 18C9F823-3176-4C84-89BF-D3A5808B3325 City represents and warrants to Consultant that, as of the date of this Amendment No 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 2 5 Authority The persons executing this Amendment No 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this Amendment No 2, such party is formally bound to the provisions of this Amendment No 2, and (iv)the entering into this Amendment No 2 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0001/823496 2 -4- DocuSign Envelope ID 18C9F823-3176-4CB4-89BF-D3A5808B3325 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a municipal corporation 4121"1"2"14-4—aq' , Mayor ATTEST Teresa a caoka, CityC k APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP b)dievi".1 William W Wynder, City Attorney CONSULTANT SUPERION, LLC, a Florida limited liability company �DocuSlgned by By I Rd►.A 4,44 44. s9lAD7/4 5B arae on A Anderson Title Chief Sales Officer DocuSl9ned by By L -' �E€5C 5504B4EE Name Barry Medi ntz Title General Counsel and Corporate Secretary Address Superion LLC Attn Legal Counsel 1000 Business Center Drive Lake Mary, FL 32746 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups I)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0001/823496 2 -5- DocuSign Envelope ID:521C93DE-FF4A-432E-BA8D-A171AC93A08D AMENDMENT#1 TO THE CONTRACT SERVICE AGREEMENT#160413 CITY OF RANCHO PALOS VERDES, CA ("Customer") and SUPERION, LLC ("Superion") This Amendment (the "Amendment") amends the parties' Contract Service Agreement #160413 (Agreement) dated December 20, 2016 expressly as provided for in this Amendment. The Execution Date of this Amendment is the latest date shown on the signature page of this Amendment. Customer and Superion, intending to be legally bound, agree as follows: 1. Defined Terms. Except as otherwise set forth herein, each defined term in the Agreement has the meaning ascribed to that term in the Agreement when the term is used in this Amendment. 2. Amendment to and Modification of the Agreement. The Agreement is amended and modified as follows: (a) The following Component System have been deleted from the Agreement (the "terminated Component Systems") QTY Product Description 1 Integration Laserfiche API Superion has billed (Invoice#131163) and Customer has paid ten thousand eight hundred fifty-one dollars and seventy seven cents ($10,851.77) toward the purchase of the terminated Component Systems. Superion agrees to credit this amount to the Customer towards the purchase of future Superion License, Services and/or Support Fees. This credit will expire one year from execution of this Amendment. Superion absolves and relieves Customer from the obligation if any, to pay the remaining balance that may be owed on the terminated Component Systems. 3. Integration Provision. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect. As of the Execution Date, the Agreement, as further amended by this Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. City of Rancho Palos Verdes, CA Superion, LLC �DocuSiynedby: BY: ��.-��irrBY: 1 rO SII"tA,Skli —7BB951BAF6C6459... PRINT NAME: L�✓ ��- ��uc= H JA LL PRINT NAME: Brad Surminsky PRINT TITLE: i ) ;t1/A,,VAG < PRINT TITLE: CFO DATE SIGNED: 10" — 3/g DATE SIGNED: October 12, 2018 Page 1 of 1 ;'rSUPERION Add-On Quote Quote Number:Q-00008427 Valid Until: Quote Prepared For: 12/21/18 Quote Prepared By: Lukasz Buchwald, IT Manager Tracy Bierman,Account Executive-Install City of Ranchos Palos Verdes Superion 30940 Hawthorne Blvd. 5860 El Camino Real Rancho Palos Verdes,CA,90275 Carlsbad,CA 92008 310-544-5311 Phone:(858)451-3030 Fax: tracy.bierman@superion.com Date:09/26/18 Thank you for your interest in Superion and our software and services solutions.Please review the below quote and feel free to contact Tracy Bierman with any questions. Professional Services Development&Conversion Product Name Amount Superion Community Development Development $13,400.00 Total $13,400.00 Project Management Product Name Amount Superion Community Development Project Management $1,600.00 Total $1,600.00 Total Professional Services $15,000.00 Summary Product/Service Amount Professional Services $15,000.00 Subtotal $15,000.00 Page 1 of 3 ) SU PER ION ADDITIONAL COMMENTS: This is an even swap. Superion Approval Director of Services Accounting Contracts Services Authorization: This Change Order is considered valid once both parties have signed this document. Its effective date shall be the most recent date of the two signatures. Customer LUc6.k-S2 Authorized HvAL-0 / 1o_ - I2 Signature Superion Project Tatjana Meser rat:javia Meser 09/26/18 Manager Printed Name Signature Date Visit US at superion.com Page 2 V05 2018 ) SU PERION 1 Customer Change Order Form The following form is to be used when a change has been requested to the contract or statement of work. The following will be prepared by the Superion Project Manager and sent to the Customer for signatures. Completed form will be forwarded to Superion Accounting. If required,an amendment will be drafted through Contract Services for delivery to Customer. Contract Change Request Customer: Rancho Palos Verdes,CA Customer Contact: Name Lukasz Buchwald Superion Project Manager: Tatjana Meser Title IT Manager Address 30940 Hawthome Blvd. Superion Account Executive: Justin Parnell Rancho Palos Verdes.CA 90275 Email Ibuchwald o(�rpvca.gov Phone Phone-(310)544-5311 Fax PRODUCTS/SERVICES DELETED: The following have been requested to be terminated or deleted. An amendment will be required. Qty Item# Superion Applications,Hardware,3rd Party Software,Services Agreement/Quote# Reason for Request Date 1 Integrations—Laserfiche API 160413 Not needed 09/26/18 PRODUCTS /SERVICES ADDED: The following have been requested to be added: (please include Quote showing descriptions, pricing). a • • •-0 • - • • • •II - I 1 • •- -• . -• _. Qty Item# Superion Applications,Hardware,3rd Party Software,Services Agreement/Quote# Reason for Request Date Need additional changes made to 1 Rancho Palos Verdes,Ca—Quote—SSRS Report Writing Q-8427 reports and forms. 09/26/18 ALL CREDITS WILL BE APPLIED TO FUTURE LICENSED PROGRAMS ONLY. For Superion Finance Use Only: Finance Amendment Information Form (To be completed by Accounting for approvals) Qty Licensed Program(s)/Services: Billed Paid Recognized Revenue Impact Finance Contact Visit us at superion.com Page 1 vos 2018 ‘kk SUPER ION Total $15,000.00 See Product notes in the Additional Information Section Payment terms as follows,unless otherwise notated below for Special Payment Terms by Product: Project Management Fees are due upon execution of this Quote. All Development Services and Travel&Living expenses are due as incurred monthly. Additional Terms: This Quote constitutes an Amendment to the existing Agreement by and between Superion,as successors to CRW Systems,Inc.,and Customer,consenting to such assignment. Except as otherwise provided herein,all terms and conditions of the existing Agreement shall remain in full force and effect. Superion is the sole owner of the Source Code,design specifications and associated documentation herein which relate to Superion's licensed programs and which constitute the proprietary information and trade secrets of Superion and are protected under the terms of the Agreement.If applicable,any code created hereunder will be licensed to Customer under the terms of the Agreement.There is no testing and acceptance period or warranty for any product or service provided herein. The date of delivery is the date on which Superion delivers,F.O.B.Superion's place of shipment,the Software licensed programs to Customer. Applicable taxes are not included,and, if applicable,will be added to the amount in the payment of invoice(s)being sent separately.Travel and living expenses shall be governed by the Superion Travel and Expense Guidelines. Third party hardware/software maintenance and/or warranty will be provided by the third party hardware and software manufacturer(s).Superion makes no representations as to expected performance,suitability,or the satisfaction of Customer's requirements with respect to the hardware or other third party products specified in this Quote.The return and refund policy of each individual third party hardware/software supplier shall apply. This Agreement is based on the current licensing policies of each third party software manufacturer as well as all hardware manufacturers.In the event that a manufacturer changes any of these respective policies or prices,Superion reserves the right to adjust this proposal to reflect those changes. Preprinted conditions and all other terms not included in this Quote or in the Agreement,stated on any purchase order or other document submitted hereafter by Customer are of no force or effect,and the terms and conditions of the Agreement and any amendments thereto shall control unless expressly accepted in writing by Superion to Customer. Annual maintenance is not included in any Custom Modification fee above and is not being provided.Customer is responsible for the cost for Superion to retrofit the Modification into new releases. Superion's liability for damages to Customer for any cause whatsoever under this Quote,regardless of the form of action,is limited to the total amount of fees paid by Customer under this Quote.In no event will Superion be liable for any consequential damages. Page 2 of 3 * SUPERION Superion will be covered at all times during the Term of the Agreement by such insurance as it deems adequate in its reasonable judgment,which shall in any event consist of not less than the following types and minimum amounts of coverage with a reputable insurance company(ies):(a)commercial general liability insurance covering claims for personal injury and property damage,with limits of not less than US$1,000,000 per occurrence;(b)commercial crime coverage/fidelity bond insurance,with limits of not less than US $1,000,000 per occurrence;(c)workers compensation coverage as required by the statutes of the jurisdiction in which the services are being performed covering all personnel employed by Superion in the performance of their duties who are required to be covered by the statutes of the applicable jurisdiction;and(d)errors and omissions insurance with a reputable insurance company,with limits of not less than US$5,000,000 per occurrence and aggregate. Upon the reasonable request of Customer,Superion shall furnish Customer with a certificate of insurance as specified in this Agreement.Maintenance of insurance as specified in this Agreement shall in no way be interpreted as relieving or increasing Superion's responsibilities or liabilities under this Agreement;and Superion may carry,at its own expense,such additional insurance as it deems necessary, including self- insurance. Comments: The City is interested in SSRS Report Development. This quote has been prepared in response to the City's request. Please refer to Attachment A for details. Lukasz Buchwald, IT Manager City of Ranchos Palos Verdes Authorized Signature: Printed Name: L.01(-7t52- 13UC (V/Nbp Date: 1 — a - Additional Information Section Product Notes: Page 3 of 3 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SUNGARD PUBLIC SECTOR LLC AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SUNGARD PUBLIC SECTOR THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this ray of r.wbe.v2016 ("Effective Date") by and between the City of Rancho Palos Verdes, a California municipal corporation ("City" or "Customer") and SunGard Public Sector LLC, a Florida Limited Liability Company ("SunGard" or "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals (the "RFP") or Invitation for Bids, the provision of the Solution software, support services, third party products and performance of the implementation services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the provision of the Solution software, support services, third party products and performance of the implementation services defined and described particularly in Article 1 of this Agreement, was selected by the City to deliver the Solution software, support services, third party products and perform the implementation services listed. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. Based upon the RFP and the RFP Response, the Parties engaged in good faith negotiations for the acquisition by City from Consultant of certain Solution software, support services, third party products and implementation services, with such good faith negotiations culminating in the Parties' execution of this Agreement with the Parties intending that this Agreement constitutes the definitive understanding between the Parties concerning their respective rights and obligations in connection with the Solution software, support services, third party products and implementation services enumerated in this Agreement. The Parties desire to formalize the selection of Consultant for delivery and performance of those products and services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged,the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1;2 Consultant's Proposal. The Scope of Services shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances,resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses,Permits,Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve -2 - 01203.0005/327376.2 work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, • except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and.take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of 3ervic:es or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B"and any other provisions of this Agreement,the provisions of Exhibit"B" shall govern. - 3 - 01203.0005/327376.2 ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Six Hundred Twenty One Thousand Four Hundred Dollars ($621,400) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings'.reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City,the original invoice shall be returned by City -4 - 01203.0005/327376.2 to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180)days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any. delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). - 5 - 01203.0005/327376.2 ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Jodie Kubiak Senior Manager for Professional Services (Name) (Title) (Name) (Title) (Name) (Title) It is expressly understood that the experience,knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. - 6 - 01203.0005/327376.2 4.3 Contract Officer. The Contract Officer shall be Dan Landon, Information Technology Manager, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant,its agents or employees,perform the services required herein,except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with'only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: - 7 - 01203.0005/327376.2 (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned,non-owned, leased,hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may, be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty(30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of - 8 - 01203.0005/327376.2 insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement)and shall conform to the following"cancellation"notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers,,directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased,hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. - 9- 01203.0005/327376.2 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened(herein"claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement,and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages of other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. - 10 - 01203.0005/327376.2 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register,and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City("Risk Manager")due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as • shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be,given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act, 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services,the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") - 11 - 01203.0005/327376.2 prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire"for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation,to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However,this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. - 12 - 01203.0005/327376.2 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement,the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (39) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party,the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any - 13 - 01203.0005/327376.2 right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination,the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate - 14 - 01203.0005/327376.2 such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, - 15 - 01203.0005/327376.2 religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed,together with any and all costs, including attorneys'fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original,and such counterparts shall constitute one and the same instrument. 9.4 Integration;Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. - 16 - 01203.0005/327376.2 r. +,' nr�i�iri�OlVi`. d, .ice.; Y• e !� �:^,r,.ar(G_._�..�k-Jll�+ii tw��- 'L - -..ti.+►mf4W6�.. —�+rte z• .t�1.+.a.. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction,such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 War an &Representation of Non-Collusion. _time No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership,or association in which (s)he is directly or indirectly interested,or in violation of any corporation,partnership,or association in which(s)he is directly or indirectly interested,or in violation of any State or municipal statute or regulation. The determination of "financial interest"shall be consistent with State law and shall not include interests found to be • "remote"or"noninterests"pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given,and will not pay or give,to any third party including,but not limited to,any City official,officer,or employee,any money,consideration,or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials A.Ni -' r 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)that entering Into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs,executors,administrators,successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - 17- 01203.0005/327376.2 • IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES,a m ,icipal corpo ion Brian Campbell, ayor ATTEST: CarlaCityClerk APPROVED AS TO FORM: ALESHIRE&WYNDER,LLP David J. ire,City Attorney CONSULTANT: SUNGARD PUBLIC SECTOR LEX, . Florida limit d liability co y By: L--/VA GA, ./((( 'iry Namy ��1\\car\(M Q CO- . NIT/ e M 4 7 c Aok m wn M kci M �� By: J T)i ? 6a4w— Ne: Roi3Gar N. VuuWArn Title: hid F,Nawc.141 d'Arc a Address: SunGard Public Sector LLC Attn:Legal Counsel 1000 Business Center Drive Lake Mary,FL 32746 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board, President or any Vice President; and 2) Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 18- 01203.0005/3273762 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. Flo,oda STATE OF C-AL-IfORIIM COUNTY OF �/ `` Onle ? 7 2016 before me, �,r•-P.•, gars,personally appeared Q. +VotiJQ VOved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my and and official seal. r :•••.,t, KAREN CASSANDRA KARS MY COMMISSION A FF 010895 s:.,41, EXPIRES:April 22,2017 Signature: t o,Foe Bonded Thru Budget Nifty Services OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. Florida-- STATE OF CALIFORNIA Semin0le. COUNTY O J Oi C.ew 4' t 1 `2016 before me, 4rf'e..-N 141T, personally appeared 3 Utm. 44411toved to me on ! the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and • acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. io,":‘:.:°&%, KAREN CASSANDRA KARS &; 1 )' it MY COMMISSION 0 FF 010695 EXPIRES:April 22, Signature: c y. LA %,-eb, FoR Bonded TA Budget NotaryServvices OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES El ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE EXHIBIT A-1 STATEMENT OF WORK("SOW") 01203.0005/327376.2 A-1 EXHIBIT"A" SCOPE OF SERVICES Summary of Services Consultant will replace the City's current Tidemark Community Development and Naviline Business License software applications with the TRAKiT software application, including modules for permit management, planning and project management, code enforcement management, building and code case inspections management, business license management, and revenue management. II. Consultant will perform the services and provide the products detailed in the Statement of Work ("SOW"), attached as Exhibit A-1. Such services and products shall include: A. Licensing Consultant will provide City with access to, and all licenses for, the use of all SunGard software included in Exhibit C-1,in accordance with the Order(Exhibit B-1). B. Third-Party Products Consultant will provide City with access to, and all licenses for, the use of Bluebeam Revu Standard, and any other third-party software included in Exhibit C-1, in accordance with the Order(Exhibit B-1). C. Implementation and Training Consultants will meet with City staff, convert City data and configure all provided software, test software and train staff to use software, and provide all other services itemized in Exhibit C-1 and described in the SOW. D. Support and Maintenance Consultant will provide ongoing support, troubleshooting assistance, and updates for the operation of the SunGard software and third-party software provided under this Agreement, and in accordance with the Support Supplement (Exhibit A-2), the Support Standards (Exhibit A-3), and the Order(Exhibit B-1). III. All services are subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory based on the specifications contained in the SOW or elsewhere in this Agreement and accepted by City. EXHIBIT A-2 SUPPORT SUPPLEMENT 1. SunGard shall provide to Customer, during SunGard's support hours as set forth in the Support Standards below ("Support Hours"), telephone assistance regarding Customer's proper and authorized use of a new edition of a Solution or Custom Modification (the "Release"), as applicable. 2. SunGard shall provide to Customer,during the Support Hours,industry standard efforts in solving Errors reported by Customer in accordance with this Order. Customer shall provide to SunGard reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist SunGard in its efforts to diagnose, reproduce and correct the Error. These support services shall be provided by SunGard at Customer location(s) if and when SunGard and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported Error did not, in fact, exist or was not attributable to a defect in the Solution or an act or omission of SunGard, SunGard shall be responsible for the cost of its time in investigating or diagnosing the problem; however Customer shall pay for services incurred by SunGard to correct the problem at SunGard's standard professional services rates. Customer must provide SunGard with such facilities, equipment and support as are reasonably necessary for SunGard to perform its obligations under this Order, including remote access to the Specified Configuration. 3. Customer shall promptly install and/or use any Release provided by SunGard to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solution shall be furnished by means of new Releases of the Solution and shall be accompanied by updates to the Documentation whenever SunGard determines, in its sole discretion,that such updates are necessary. 01203.0005/327376.2 A-2 EXHIBIT A-3 SUPPORT STANDARDS 1. Support Hours: Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays("5x9"). 2. Targeted Response Times. "Notification" means a communication to SunGard's help desk by means of: (i) SunGard's web helpline; (ii) the placement of a telephone call; or (iii) the sending of an e-mail, in each case, in accordance with SunGard's then-current policies and procedures for submitting such communications. With respect to SunGard's support obligations, SunGard will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution or Custom Modifications identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable SunGard "Telephone Support"hour occurring after SunGard's receipt of the Notification: Priority Description Response Goal* Resolution Goal* Urgent A support issue shall be considered Urgent when it SunGard has a stated goal Although resolution times vary depending •produces a Total System Failure; meaning SunGard's to respond within 60 on the exact issue and customer Solution/Custom Modification is not performing a process minutes of the issue being environment,SunGard Public Sector has a that has caused a complete work stoppage. reported and have a stated goal to resolve an Urgent issue resolution plan within 24 within 24 hours OR provide a resolution hours. plan with detailed resolution dates within 24 hours of the issue being reported. A resolution plan details the steps necessary to understand and possibly resolve the issue. Critical A support issue shall be considered Critical when a critical SunGard has a stated goal Although resolution times vary depending failure in operations occurs; meaning SunGard's to respond within two on the exact issue and customer 2 Solution/Custom Modification is not performing a critical hours of the issue being environment,SunGard Public Sector has a process and prevents the continuation of basic operations. reported. stated goal to resolve OR provide a Critical problems do not have a workaround. This resolution plan with detailed resolution classification does not apply to intermittent problems. dates to Critical issues within five days. A resolution plan details the steps necessary to understand and possibly resolve the issue and may contain a workaround solution. Non-Critical A support issue shall be considered Non-Critical when a SunGard has a stated goal SunGard Public Sector shall make best non-critical failure in operations occurs; meaning to respond within four efforts to resolve Customer's Non-Critical 3 SunGard's Solution/Custom Modification is not performing hours of the issue being (Support Issues)in a timely manner non-critical processes, but the system is still usable for its reported. comparable with support provided to intended purpose or there is a workaround. SunGard Public Sector's most-favored customers. _ Minor A support issue will be considered Minor when the issue SunGard has a stated causes minor disruptions in the way tasks are performed,but goal to respond within 01203.0005/327376.2 A-3 does not affect workflow or operations. This may include 24 hours of the issue 4 cosmetic issues, general questions, and how to use certain being reported. features of the system. * Measured from the moment a Case number is created. As used herein a"Case number" is created when a) SunGard's support representative has been directly contacted by Customer either by phone, email, in person, or through SunGard's online support portal, and b) when SunGard's support representative assigns a case number and conveys that case number to the Customer. Customer must provide remote access to its facility using a SunGard approved remote access client so that SunGard can perform the support obligations and/or services under this Order; and will provide appropriate security access and accounts for SunGard staff and each session participant. 01203.0005/327376.2 A-4 EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (new text is identified in bold italics, deleted text in strike through) I. Section 1.1, Scope of Services,is hereby amended to read as follows: In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in Exhibit "C-1"pursuant to the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein es the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. II. Section 1.2,Consultant's Proposal, is hereby renamed "Statement of Work," and is amended to read as follows: The Scope of Services shall include the Consultant's scope of work or bid Statement of Work, attached as Exhibit "A-1', which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal the Statement of Work and this Agreement,the terms of this Agreement shall govern. III. Section 1.4,Licenses,Permits,Fees,and Assessments,is hereby amended to read as follows: Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder which are related to those Licenses, Permits, Fees or Assessments deemed the responsibility of the Consultant. 01203.0005/327376.2 B-1 IV. Section 1.8,Additional Services,is hereby amended to read as follows: City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with Section 8 of the Statement of Work in Exhibit "A-1', is first given by the Contract Officer to the Consultant,—incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided in Exhibit "C-1"pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. V. Section 1.9, Special Requirements, is hereby amended to read as follows: Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated. herein by this reference. Additional terms and conditions of this Agreement specifically relating to the Solution software,support services, and third party products are set forth in the "Order"attached hereto as Exhibit `B-1'. In the event of a conflict between the provisions of Exhibit "B" or Exhibit "B-1" and any other provisions of this Agreement, the provisions of Exhibit"B"or Exhibit "B-1"shall govern. VI. Section 2.2,Method of Compensation,is hereby amended to read as follows: The method of compensation shall be as specified in the Exhibit "C", Schedule of Compensation. The method of compensation may include: (i) a lump sum payment upon the services, less contract retention; (iii) payment for time and materials based upon the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. VII. Section 2.3,Reimbursable Expenses,is hereby amended to read as follows: Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, 01203.0005/327376.2 B-2 and only if specified in the Exhibit "C", Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. VIII. Section 2.4,Invoices,is hereby amended to read as follows: Each month Consultant shall furnish to City an original invoice for all work performed mor other deliverables for which payment is due pursuant to Exhibit "C" and all reimbursable travel expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub category), travel, materials, equipment, supplies, and sub contractor contracts. Sub contractor charges shall also .. . . - - . . . .. . . e City for any duplicate services - - : .. .. .- .. categories described in Exhibit "A" and Exhibit "C": Licensing, Third-Party Products, Implementation and Training, Support and Maintenance, and Travel. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty five (15)thirty (30) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City,the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. IX. Section 3.2, Schedule of Performance,is hereby amended to read as follows: Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall use its best efforts to perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively,pursuant to Section 1.8. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. X. Section 3.3,Force Majeure,is hereby amended to read as follows: 01203.0005/327376.2 B-3 The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In-He-event-shall this Agreement, ho. - . - _. . -:, ' . - - - : . - - --- : : - ' _ -- pursuant to this Secciert XI. Section 3.4,Term, is hereby amended to read as follows: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding for a five (5) year period beginning on the Effective Date. City and Consultant retain the option to 1 thereafter renew this Agreement for one five (5)year term with the mutual written agreement AV of both parties pursuant to an amendment to this Agreement, and then subsequently for one ItiA\P (1)year terms, upon the same terms and conditions provided herein years from the date hereof, iej , except as otherwise provided in the Schedule of Performance(Exhibit"D"). • Notwithstanding, with respect to the Support Term, City retains a right to provide Pti Consultant written notice of non-renewal of support services to be provided to Consultant at least sixty (60) days prior to the anniversary of each twelve (12) month support period commencing as of the Effective Date during the Term of this Agreement. XII. Section 4.5,Prohibition Against Subcontracting or Assignment,is hereby amended to read as follows: The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers inte-account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 01203.0005/327376.2 B-4 Notwithstanding the above, the following will not be considered an "assignment"for purposes of this Agreement: Consultant's assignment of this Agreement or of any of Consultant's rights under this Agreement to (a) Consultant's successor by merger or consolidation, or (b) any person or entity that acquires all or substantially all of its capital stock or assets, or (c) any person or entity to which Consultant transfers any of its rights in the Solution software, on the condition that such successor,person or entity assume all of Contractor's obligations and duties under this Agreement. XIII. Section 5.1,Insurance Coverages,is hereby replaced in full with the following: The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: a. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. b. Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000). c. Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. d. Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in conne-tion with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3)years after completion of the services required by this Agreement. 01203.0005/327376.2 B-5 e. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. f. Crime Coverage/Fidelity Bond Insurance. A policy of commercial crime coverage/fidelity bond insurance, with limits of not less than $1,000,000 per occurrence. g. Technology Errors and Omissions. A policy of technology errors and omissions insurance with limits of not less than$5,000,000 per occurrence and aggregate. XIV. Section 5.2, General Insurance Requirements, is hereby amended to read as follows: All of the above policies of insurance shall be primary insurance and, with the exception of Professional Liability, Crime Coverage/Fidelity Bond Insurance, and Technology Errors and Omissions, shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express.waivers and insurance clauses from each of its subconsultants except as regards Professional Liability, Crime Coverage/Fidelity Bond Insurance, and Technology Errors and Omissions. Moreover, the each insurance policy must specify that where the primary insured does not satisfy the self- insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said Said insurance may not be amended such that it no longer complies with the requirements herein, or be cancelled by Consultant or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement). and shall confenn to - _ " . • .." . '- . 01203.0005/327376.2 B-6 CANCELLATION: -- - 9 • • - - - • t9 - ! - 1- - I I_ . : - • • - --- - - ! •.- THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and.appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self insurer shall reduce or eliminate such deductibles or self insured retentions as respects City or its shall procure a bond guaranteeing payment of losses and related investigations, claim The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. XV. Section 5.3,Indemnification, is hereby amended to read as follows: Consultant shall indemnify the City as provided in Section 3.1 of the Order ("No Infringement"). Additionally, to the full extent permitted by law, Consultant agrees to indemnify, defend' and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities")that may be asserted or claimed by any person,firm or entity arising out of ^ectie wits, a third party for (i) bodily injury or death, or (ii) damage to any tangible 01203.0005/327376.2 B-7 or real property, or (iii) any other direct damages, to the extent proximately caused by the negligent performance of, or failure to perform, the work, operations or activities provided herein of Consultant, its officers,employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from caused by Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: a. Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; b. Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities raising out of or in connection with the negligent performance of or failure to perform such workenerations or activities of -. . -- .. .= ; .. : : . .. _ - . .. . - : - ity, its officers, agents, and employees harmless therefrom; c. In the event the City, its officers, agents or employees if made a party to any action or proceeding filed or prosecuted against Consultant for such damage or other claim:, arising out of or in connection with the negligent performance of or failure to perform the work . - . . ' - - - :- , Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but;not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. -This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. XVI. Section 5.5, Limitation on Liability,is hereby added and reads as follows: (i) Liability Cap. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL CONTRACT VALUE OF $621,400.00, EXCEPT AS PROVIDED BELOW. (ii) Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES PROVIDING OR RECEIVING 01203.0005/327376.2 B-8 THE SOLUTION, SERVICES OR OTHER SOFTWARE UNDER THIS AGREEMENT) BE LIABLE TO THE OTHER FOR LOSSES OR DAMAGES WHICH FALL INTO ANY OF THE FOLLOWING CATEGORIES: (a) LOST REVENUES, (b) LOST PROFITS, (c) LOSS OF BUSINESS, (d) TRADING LOSSES, (e) INACCURATE DISTRIBUTIONS OR (f) ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ANY OF THE FOREGOING LOSSES OR DAMAGES RESULTING FROM CUSTOMER'S USE OF THE SOLUTION OR SERVICES PROVIDED HEREUNDER, OR ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, BUT SHALL INSTEAD ONLY BE LIABLE FOR DIRECT DAMAGES. FOR PURPOSES OF CLARIFICATION, "DIRECT DAMAGES" AS BETWEEN CITY AND CONSULTANT FOR THE PURPOSES OF THIS AGREEMENT SHALL INCLUDE, BUT ARE NOT LIMITED TO, (i) ANY AND ALL DAMAGES, INCLUDING CONSEQUENTIAL AND SIMILAR DAMAGES, AWARDED TO A THIRD PARTY FOR WHICH INDEMNIFICATION IS PROVIDED BY A PARTY UNDER SECTION 3.1 OF THE ORDER; (ii) CUSTOMER'S OUT-OF-POCKET COSTS TO NOTIFY AFFECTED PERSONS AND/OR PAY FOR CREDIT MONITORING SERVICES FOR SUCH PERSONS INCURRED AS A RESULT OF CONSULTANT'S BREACH. (iii) Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SUBSECTIONS (i)AND (ii) ABOVE SHALL NOT APPLY TO: (a)DAMAGES CAUSED BY EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT; (b)A PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO THAT PARTY'S NEGLIGENCE; (c) CONSULTANT'S OBLIGATIONS UNDER SECTION 3.1 OF THE ORDER; OR (d) A PARTY'S LIABILITY FOR DAMAGES TO THE EXTENT THAT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN SUBSECTION (i) ABOVE SHALL NOT APPLY TO CONSULTANT'S OBLIGATIONS UNDER SECTION 5.3 FOR BODILY INJURY OR DEATH, DAMAGE TO ANY TANGIBLE OR REAL PROPERTY, OR RECKLESS OR WILLFUL MISCONDUCT. XVII. Section 6.3, Ownership of Documents, is hereby amended to read as follows: All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials, but excluding any materials which may be characterized as software or software documentation or which are a derivative (based upon one or more preexisting works in which a work may be recast, transformed, or adapted) of any Consultant-owned material, (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk 01203.0005/327376.2 B-9 and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. Notwithstanding, Consultant shall own all right, title, and interest (including all associated intellectual property rights) in and to the Solution software, including all customizations, enhancements, modifications, improvements, derivations (as defined above), extension,links or other changes thereto. XVIII.Section 7.3,Retention of Funds,is hereby deleted.1 XIX. Section 7.7, Termination Prior to Expiration of Term, is hereby amended to read as follows: This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered In the event that either party initiates termination under this Section, City shall be responsible to pay Consultant for (a) any Services rendered by Consultant and reimbursable expenses incurred by Consultant prior to the effective date of the notice of termination, and(b)for all license fees for the Solution software or third party products delivered prior to the effective date of the notice of termination, except as provided in 7.3 •..- •. - ' . . - - -• • - . . - . .. . . .. . -- .- . In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. XX. Section 7.8, Termination for Default of Contractor, is hereby amended to read as follows: If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and •- - . •• • •- •• • - 01203.0005/327376.2 B-10 compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. XXI. Section 7.10,Effect of Termination on Software Licenses, is hereby added and reads as follows: Except as expressly provided for in the paragraph below, so long as City has paid Consultant in full for all license fees under to this Agreement, Consultant shall not revoke the licenses granted to City under this Agreement upon termination (each a "Continuing License"), and the terms, conditions and limitations of this Agreement will be deemed to continue in full force and effect with regard to each such Continuing License. Notwithstanding the paragraph immediately above, in each instance, City's license to use Solution system software may be terminated by Consultant("License Termination")by providing at least thirty (30) days written notice of such termination to City as otherwise provided for in this Agreement, if City fails to comply in any material respect with its obligations under Section 4.4 of the Order (Use Restrictions) or Section 5.1 of the Order (Grant). In the event of such termination, City shall: (i) discontinue all use of the affected Solution and Documentation, (ii) promptly return to Consultant all copies of the affected Solution and Documentation and any other affected SG Solution Details then in City's possession; and (iii) give notice to Consultant certifying that all copies of such items have been permanently deleted. 01203.0005/327376.2 B-11 EXHIBIT"B-1" ORDER 01203.0005/327376.2 EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant shall perform the following services and provide the following products for the following fees. A detailed breakdown of costs is included herein as Exhibit C-1. These amounts include all applicable taxes. A. Licensing-$163,500 Due in full upon Delivery Date (as that term is defined in Section 5.2 of the Additional Terms Supplement of the Order) of TRAKiT Software and License Key to the City per Task 2 of the SOW. B. Third-Party Products—$4,179 50%—$2,089.50 Due upon completion of Task 2 of the Project Timeline in Exhibit D 50%—$2,089.50 Due upon completion of Task 68 of the Project Timeline in Exhibit D C. Implementation and Training-$220,260 25%—$55,065 Due upon completion of Task 15 of the Project Timeline in Exhibit D 25%—$55,065 Due upon completion of Task 45 of the Project Timeline in Exhibit D 25%—$55,065 Due upon completion of Task 68 of the Project Timeline in Exhibit D 25%—$55,065 Due upon completion of Task 79 of the Project Timeline in Exhibit D D. Support and Maintenance Free ($0) for the twelve (12) month period commencing from the Effective Date ("Initial Contract Year"). $46,306 for the twelve (12) month period commencing twelve (12) months from the Effective Date "(Second Contract Year"). This price includes $836 for maintenance of the Bluebeam Software. Annual increases in Support and Maintenance cost after the Second Contract Year, including any subsequent contract renewals, if agreed, are limited to the 01203.0005/327376.2 C-1 lesser of 3%per contract year, or the Consumer Price Index(CPI) for the previous year as published by the United States Department of Labor, Bureau of Labor Statistics. Annual Support and Maintenance fees are due in full thirty (30) days prior to the commencement of the upcoming twelve (12) month contract year support/maintenance period. II. The determination of whether a Task has been completed shall be in the sole discretion of the City. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, pursuant to Section 2.4. IV. Optional Items Consultant is aware that the City may order additional services and products from Consultant during the term of this Agreement pursuant to Section 1.8. Accordingly, the parties have mutually agreed that Consultant will offer additional services and products to the City at the prices listed under"Optional Items"in Exhibit C-1, if ordered by the City. These prices shall be valid for one year following the Effective Date of this Agreement. V. Travel Expenses Travel expenses will only be reimbursed by City if such expenses are incurred in accordance with Consultant's Travel Expense Guidelines set forth in Exhibit C-2 and subject to the limitations of Section 2.1 and Section 2.3 of this Agreement. VI. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. 01203.0005/327376.2 C-2 EXHIBIT C-1 COST SUPPLEMENT A. LICENSING Core Suite $54,000 1 Site License GeoTRAK PermitTRAK ProjectTRAK AEC TRAK CodeTRAK CRM TRAK Regulatory Licensing Suite $12,000 ' 1 Site License Mobility—iTRAKIT Inspect&Code modules $30,000 eCitizen Portal $20,000 GIS Engine-Professional $25,000 Cashiering Suite—Platinum Merchant $30,000 ePlan Review Engine Server Engine-Bluebeam Server API $25,000 Integrations Laserfiche API $15,000 Topaz Signature Interface $5,000 1 License City Source 311 Integration $10,000 1 License Licensing Discount ($62,500) Sub-total: $ 163,500 B. THIRD-PARTY PRODUCTS Bluebeam Revu Standard (License Fee) $4,179 21 Licenses Sub-total: $4,179 C. IMPLEMENTATION AND TRAINING Discovery Phase Upfront Remote Training $6,400 40 Remote Hours Kickoff Meeting $6,400 32 Onsite Hours Onsite Meetings $6,400 32 Onsite Hours Remote Reviews $12,800 80 Remote Hours Configuration Phase Remote Configuration $49,000 280 Remote Hours Testing Phase Onsite Training $8,960 56 Onsite Hours Onsite Meetings $12,800 64 Onsite Hours Remote Configuration $28,000 160 Remote Hours Education Phase Onsite End User $15,360 96 Onsite Hours Onsite Bluebeam Revu $1,280 8 Onsite Hours Remote eTRAKiT Admin $640 4 Remote Hours 01203.0005/327376.2 C-3 Remote Administrator $1500 2 Attendee(s) Remote Report Writing $1500 2 Attendee(s) Launch Phase Onsite Go Live Assistance $4,800 24 Onsite Hours Data Conversion Assessor/GIS Connect $6,000 30 Remote hours Tidemark Database $20,000 100 Remote hours Additional Spreadsheets (estimate) $9,000 45 Remote hours Reports&Forms Standard Report Library Included 100 Reports Customized Reports $4,500 20 Remote Hours Permit Library $3,500 1 Library Enforcement Library $2,500 1 Library Plan Corrections Library $2,500 1 Library Regulatory License Library $3,500 1 Library Customized Forms $4,500 20 Remote Hours Customizations/Integrations Topaz signature capture Professional Services-Installation $700 4 Hours Professional Services-Development $800 4 Remote hours City Source 311 Integration Professional Services-Installation $700 4 Hours Sub-total: $220,260 D. SUPPORT AND MAINTENANCE Initial Contract Year $0 Second Contract Year $46,306 Third Contract Year $47,969 NTE Fourth Contract Year $49,126 NTE Fifth Contract Year $50,600 NTE Sub-total: $194,001 E. TRAVEL EXPENSES All Travel Expenses $24,000 NTE Sub-total: $24,000 F. OPTIONAL ITEMS Customizations/Integrations Financial System: Tyler Technologies Munis $7,500 1 Batch Update Education Onsite Administrator Training $2,560 16 Hours Onsite Report Writer Training $5,400 24 Hours Sub-total: $15,460 01203.0005/327376.2 C-4 TOTAL(Including Optional Items) $621,400 "Remote Hours"are estimates based on a review of customer's specifications from the RFP and in- person demo discussions, and are not a limit to a specific number of implementation hours. "Onsite Hours"are specific planned hours onsite at customers facility. • 01203.0005/327376.2 C-5 EXHIBIT C-2 TRAVEL EXPENSE GUIDELINES SunGard will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the SunGard Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. AIR TRAVEL — SunGard will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, SunGardshall provide the travel itinerary as the receipt for reimbursement of the air fare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODGING —Reasonable lodging accommodations are reimbursable, up to $125 per night. If, depending on the city, reasonable accommodations cannot be secured for $125 per night, Customer's prior approval will be required. Upon request by Customer, the hotel receipt received upon departure will be submitted for reimbursement. All food items, movies, and phone/internet charges are not reimbursable. RENTAL CAR— Compact or Intermediate cars will be required unless ;here are three or more SunGard employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. SunGard shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the SunGard auto insurance policy. Fines for traffic violations are not reimbursable expenses. OTHER TRANSPORTATION — SunGard staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES—Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the client site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and 01203.0005/327376.2 C-6 one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS $65.00 per day Standard Per Diem $13.00—Breakfast $16.25—Lunch $35.75—Dinner { 01203.0005/327376.2 C-7 EXHIBIT D SCHEDULE OF PERFORMANCE Consultant shall use its best efforts to perform all services and provide all products timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer. A. Development of Schedule for Licensing, Third-Party Products, and Implementation and Training: Consultant shall prepare a schedule with dates for the estimated completion of each Task in the Timeline, included below, to be developed within thirty(30) days of the Execution Date, and present said schedule to the City. Such schedule shall not be acceptable unless approved by the Contract Officer. B. Kick-Off Meeting (Task 15): The Kick-Off Meeting shall be completed no later than 120 days after the Execution Date, and this requirement shall be reflected in the schedule. C. Support and Maintenance shall be ongoing for the duration of the initial five year Term, as defined in Section 3.4 of the Agreement, and thereafter as agreed in writing pursuant to an amendment to this Agreement.. 01203.0005/327376.2 D-1 TIMELINE Task Client Responsibilities SunGard Responsibilities Target Date 1. Contract Execution Client signs contract. SunGard signs final contract. 2. Delivery of TRAKIT SunGard provides FTP access to facilitate data software and License Key exchanges with Client.SunGard delivers Client software and license key via the FTP site. 100%Solution License Fee 50%Third Party Fees 3. Project Hand-Off Call Client reviews and sets initial Project SunGard&Client review Project Timeline;SunGard Timeline dates with SunGard. delivers electronic copies of Configuration Guide. 4. Confirm Hardware& Client provides confirmation that all SunGard reviews hardware specifications with Client; Required Systems required hardware,servers, SunGard confirms remote access. database systems,and related components are ready. 5. Initial Data Extract Client uploads all legacy databases SunGard reviews initial data upload. quoted in the contract to SunGard's FTP site. 6. Project Timeline Sign-Off Client signs-off on remaining project SunGard provides Client with timeline dates. SIGN OFF milestone dates. 7. Software Installation Client provides remote access to SunGard installs all TRAKiT software on Client servers. servers. One workstation will also be tested. 8. Database Consultation Client conducts meeting with SunGard provides suggestions to ensure expectations SIGN OFF SunGard to discuss the data are reviewed. conversion process and a brief review of the data structure.Client signs-off on Data Source Document. 9. G15 Consultation SIGN OFF Client conducts meeting with SunGard offers suggestions to ensure expected delivery SunGard to discuss the delivery is achieved.SunGard provides a sample'Map expectations for GIS data. Template'to be used within TRAKiT GIS. 10. Map Template Delivered The sample map template is also delivered to the client. 01203.0005/327376.2 D-2 Task Client Responsibilities SunGard Responsibilities Target Date 11. Delivery of Geodatabase Client uploads geodatabase onto SunGard begins mapping the source tables to the SunGard's FTP site for data mapping. TRAKiT structure. 12. Screenshots of Existing Client provides screenshots of SunGard reviews screenshots and begins mapping of Software existing software that relate to the data;SunGard prepares data mapping document to data conversion process. submit to Client. 13. Demo Existing Legacy Client conducts an overview of their SunGard reviews current legacy systems with Client. Systems existing system for SunGard. 14. Remote Webinar Training_ Client attends and participates in SunGard conducts webinar training sessions prior to Series remo.:e 2-hour webinar training onsite meeting. sessions for each Core Team. 15.Kick-Off Meeting Client attends and participates in SunGard conducts Kick-Off meeting onsite.Reviews ONSITE Kick-Off Meeting,no later than 120 Configuration Guide with all Departments,and assists 25%of Implementation days after the Order Execution Date, in completing GeoTRAK data fields.SunGard provides and Training(After which includes a review of the workflow samples for future discussions. Sign-Off) Configuration Guide and Workbook. 16.1St Workbook Review Client Departments attend review SunGard conducts a review of business processes with Remote Discussion meetings with SunGard. each Department.SunGard ensures that the Configuration Workbook is being updated: 17.1dGeoTRAK Workbook- Client reviews land data mapping SunGard reviews configuration workbook and provides Review details and configuration feedback as applicable. information with SunGard. 18. Initial Workflows Client provides initial workflows SunGard reviews initial workflows submitted for from various Departments for Business Process Meeting. review. 19.Business Process Review Client provides business process SunGard assists the Client with Workbooks,identifies Meeting workflow and corresponding process adaptations,and reviews specifications for ONSITE reports/forms used in daily reporting requirements. activities.Sessions are divided among various Departments implementing TRAKIT. ' 20.1n Draft of Data Mapping Client to review data mapping SunGard to revieti initial draft of data mapping Document document and,when required, document with Client. participate in a comparison review of legacy data with SunGard. 01203.0005/327376.2 D-3 Task Client Responsibilities SunGard Responsibilities Target Date 21.2"d GeoTRAK Workbook Client reviews the finalized SunGard reviews workbook and provides additional Review GeoTRAK workbook. feedback as applicable. 22.eTRAKiT Credit Card Client provides SunGard with SunGard reviews credit card portal and prepares a Gateway eTRAKiT credit card gateway scope for expectations. information for integration. 23.2"d Workbook&Workflow Client Departments attend review SunGard conducts a review of business processes with Review Remote Discussion meetings with SunGard. each Department.SunGard ensures that the Configyration Workbook&Workflows are being updated. 24.2"d Draft of Data Mapping Client to review data mapping SunGard to review draft of data mapping document Document document for legacy data provided with Client. by SunGard. 25.Final GeoTRAK Workbook Client submits and reviews the SunGard reviews workbook and provides additional Review finalized GeoTRAK workbook. feedback as applicable. 26.Final List of Forms/Reports Client delivers final list of forms and SunGard reviews.custom forms and reports based on Due reports and defines custom scripts contract requirements. for additional requirements to SunGard to design. • 27.GeoTRAK Workbook Final Client provides final version of SunGard collects GeoTRAK workbook,completes those Collection GeoTRAK workbook,including all spatial joins being handled by SunGard,ensures that mapping,custom screen,and,spatial mapping is consistent with discussed process. join requirements. 28.3rd Workbook&Workflow Client Departments attend review SunGard conducts a review of business processes with Review Remote Discussion meetings with SunGard. each Department.SunGard ensures that the Configuration Workbook&Workflows are being updated. 29.Workbook Review Meeting Client provides Workbooks and SunGard collects Client responses to Workbooks; ONSITE copies of needed forms/reports; SunGard conducts Department meetings to ensure Client attends department meetings understanding of responses and discuss procedural to offer insight into workflow;Client needs;SunGard reviews data to convert with Client. provides complete set of source data for conversion. 30. Customer Survey Client provides feedback on the SunGard conducts a review of the project to date. SunGard efforts to date. 31.GeoTRAK Pre-Conversion Client participates in the pre- GIS Specialist and Data Conversion Specialist review Review conversion review. GeoTRAK workbook to clarify mapping and conversion details. 01203.0005/327376.2 D-4 Task Client Responsibilities SunGard Responsibilities Target Date 32.Identify Bluebeam Client identifies the workflow(s) SunGard receives this information and provides to the workflow used by the Agency for electronically assigned SunGard Trainer. marking submittals. 33. Identify Bluebeam stamps Client identifies all stamps necessary SunGard demonstrates the creation of stamps in for Bluebeam. Bluebeam to ensure the client can support this in an ongoing manner. 34. Project Workbook Draft Client provides their completed SunGard reviews the submitted workbook. Project Workbook. 35.GeoTRAK Workbook Client signs-off on GeoTRAK SunGard provides finalized GeoTRAK workbook for SIGN OFF workbook. Client sign-off. 36.Initial Forms/Reports Client participate in a review of the SunGard provides the Forms/Reports Scope for Client Scope Forms/Reports requirements and sign-off. SIGN OFF signs-off on the initial Forms/Reports Scope. 37.Project Workbook Client signs-off on final version of SunGard will utilize the Workbook in configuration of SIGN OFF the Workbook. the system. 38.Final Data Mapping Client approves data mapping SunGard to provide data mapping documents,layouts, Document document after a review with and explanations. SIGN OFF SunGard's data conversion specialist. 39. Map Services Delivered Client delivers Map services to SunGard configures Map services with data. SunGard prior to Initial Delivery. Map services may include: eTRAKiT map service TRAKiT data map service - TRAKiT visual map service 40. System Configuration Client participates and provides SunGard configures system according to Workbook additional information as needed by responses and meeting discussions;SunGard converts SunGard. historical data;SunGard creates/customizes reports and/or forms(e.g.Permit Form). 41.Power User Training Client is introduced to SunGard SunGard PM&Trainer meet 15-30 days prior to Planning Trainer and develops plan for User with client to discuss User Initial Delivery Training Training. 01203.0005/327376.2 D-5 Task Client Responsibilities SunGard Responsibilities Target Date 42.Initial Delivery Client will attend the demonstration SunGard installs and demonstrates configured system ONSITE of the delivery. with various Departments.eTRAKiT validation/preferences are reviewed with Client. 43.Workflow Processes Client receives written workflow SunGard delivers a sample set of workflow processes Delivered processes from SunGard. to Client for review and use during Training. 44.Power Users Trained Client will provide meeting space SunGard provides training materials for initial system ONSITE and training computers for up to configuration. eight(8)staff. 45.Testing Begins Client Power Users verify accuracy SunGard receives change requests from Client and S!GN OFF and placement of converted data, makes necessary revisions. forms&reports; 25%of Implementation and Training(After Client tests software configuration; Sign-Off) Client tests program interfaces; Client tests software customizations; Client notifies SunGard of desired changes.Client acknowledges the start of the test process. 46.Bluebeam Service Client installs Bluebeam licensing SunGard provides access to Bluebeam integration. Activated and begins testing Bluebeam with initial configuration. 47. 1st Testing Review Client reviews data&configuration SunGard schedules remote meetings with each with project manager via remote Department to review system configuration and sessions. Checklists. 48.1st Review of Client reviews Forms/Reports SunGard receives comments or sign-off from Client and Forms/Reports provided at Initial Delivery and makes adjustments as necessary. provides comments or sign-off. 49. Initial Delivery Revisions Client delivers revision list to SunGard receives review comments from Client and SunGard. begins adjusting configured system. 50. External Interface Review Client tests any external data SunGard reviews any external data import/export interfaces provided by SunGard; routines prepared for Client. includes land update routine, accounting interface,and other data import routines. 01203.0005/327376.2 D-6 Task Client Responsibilities SunGard Responsibilities Target Date 51. 2nd Testing Review Client reviews data&configuration SunGard schedules remote meetings with each with,project manager via remote Department to review system configuration and sessions. Checklists. 52.2nd Delivery Client continues review of system. SunGard delivers revisions to Client. ONSITE 53.GeoTRAK Update Routine Client to review and sign-off on SunGard provide the GeoTRAK Update Routine SIGN OFF GeoTRAK Update Routine document. document. 54. Customer Survey Client provides feedback on the SunGard conducts a review of the project since the SunGard efforts since the Workbook Workbook review. Review. 55. 3rd Testing Review Client reviews data&configuration SunGard schedules remote meetings with each with project manager via remote Department to review system configuration and sessions. Checklists. 56.2nd Review of Client reviews Forms/Reports SunGard receives comments or sign-off from Client and Forms/Reports provided at 2nd Delivery and provides makes adjustments as necessary. comments or sign-off. 57. 2nd Delivery Revisions Client delivers revision list to SunGard receives review comments from Client and SunGard. begins adjusting configured system. 58. 4th Testing Review Client reviews data&configuration SunGard schedules remote meetings with each with project manager via remote Department to review system configuration and sessions. Checklists. 59. 3rd Delivery Client continues review of system. SunGard delivers revisions to Client. 60.GeoTRAK Update Routine Client provides SunGard with SunGard initializes the GeoTRAK Update Routine and Delivery credentials/access to configure the Python scripts(in GIS if necessary). GeoTRAK Update Routine. 61. GIS Final Review Client tests map services and SunGard finalizes GIS configuration for Go Live. updates with SunGard. 62.Final Review of Client reviews Forms/Reports SunGard receives comments or sign-off from Client and Forms/Reports provided at 3rd Delivery and provides makes adjustments as necessary. comments or sign-off. 01203.0005/327376.2 D-7 Task Client Responsibilities SunGard Responsibilities Target Date 63.Final Revisions List Client delivers final revision list to SunGard receives review comments from Client and ONSITE SunGard. makes final adjustments. 64.eTRAKiT Final Connection Client validates the configuration SunGard provides remote assistance for eTRAKiT Validated settings for eTRAKiT portal. payment portal. 65. 5th Testing Review Client reviews data&configuration SunGard schedules remote meetings with each with project manager via remote Department to review system configuration and sessions. Checklists. 66. Final Delivery Client reviews final items submitted. SunGard installs modified system. 67. Go Live Dry Run Client delivers data in preparation SunGard develops a Go Live schedule for rehearsal with for Go Live. Client prior to actual Go Live. 68.Testing Ends Client acknowledges the end of the SIGN OFF test process and approves findings before User Training commences. 25%of Implementation and Training(After Sign-Off) 50%Third Party Fees 69. End User Training Planning Client develops plan for End User SunGard PM&Trainer meet 15-30 days prior to Training. with client to discuss End User training Training. 70.Client Support Transition SunGard PM assembles materials Preparation necessary to transition the knowledge of the implementation to the SunGard Client Support team 71.Client Support Transition Client attends remote discussion SunGard introduces Client Support team along with Call with SunGard Client Support team. expectations for using technical assistance after Go Live. 72. Transition to Live Client provides final extract of SunGard converts d ata and loads onto Client's server. historical data to SunGard. 73.End User Training Client provides meeting space and SunGard provides training 2 weeks after ends. ONSITE training computers for up to eight materials for onsite training. (8)staff. 01203.0005/327376.2 D-8 Task Client Responsibilities SunGard Responsibilities Target Date 74.General System Client core users attend a mini SunGard conducts an accelerated System Admin Administration Training System Administrator training session with core users for user privilege and general ONSITE session prior to Go Live. configuration management. 75. Go Live Client Goes Live with TRAKiT, SunGard provides Go Live support onsite. ONSITE 'TRAM,and eTRAKiT. 76. Final Payment Client provides final payment for 30 days after services. completion of Go Live. 77.Follow-up Visit Client assembles various SunGard conducts an onsite 45 days after ONSITE Departments for review with follow-up visit 45 days after completion of Go Live. SunGard. Go Live. 78. Customer Survey Client provides feedback on the SunGard conducts a final review of the project overall project. implementation. 79.Go-Live System Review Client reviews that SunGard has SunGard provides a letter 45 days after REVIEW provided and committed to all detailing all project completion of Go Live. SIGN OFF project deliverables. commitments. 25%of Implementation and Training(After Sign- Off) System Administrator/Report Client provides System SunGard trains Client staff at Date to be determined Writing Training Administrators for training at designated SunGard facility. based on availability. SunGard headquarters. 01203.0005/327376.2 D-9 EXHIBIT B-1 ORDER SOLUTION AND RELATED INFORMATION 1. SOLUTION: SunGard TRAKiT 2. SCOPE OF USE: a. DESIGNATED LOCATION(s): 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 b. REGION: UNITED STATES c. COVERED CONFIGURATION: This Order covers the following configuration: 1 Site License of the Solution purchased by Customer and installed on Unlimited workstations. (Platform support Windows 7, 8, or 10 Operating System). 3. LICENSE AND INITIAL SUPPORT FEES: See Agreement- Exhibit C-1 Cost Supplement 4. SUPPORT TERM:The Support Term is the same as the term of the Agreement as stated in Section 3.4 of the Agreement. Notwithstanding,with respect to the Support Term, Customer retains a right to provide SunGard written notice of non-renewal of support services to be provided to SunGard at least sixty(60)days prior to the anniversary of each twelve(12) month support period commencing as of the Effective Date during the Term of this Agreement. 5. THIRD PARTY PRODUCTS: See Agreement- Exhibit C-1 Cost Supplement Third Party Products Notes 1. Actual shipping charges are additional and will be due upon delivery. 6. SPECIFIED CONFIGURATION: Host(s) or client server configuration(s)and/or combinations of host(s)and client server configuration(s)within the United States of America for which SunGard supports the Solution. Customer acknowledges that certain Solutions software may require specific host or client configurations. Customer, as soon as reasonably practicable,will provide a detailed written description of the specified configuration so that SunGard can confirm that it is a configuration on which SunGard supports use of the Solution. 7. OTHER TERMS APPLICABLE TO THIS ORDER: • Support Supplement(Exhibit A-2 of the Agreement)and Support Standards(Exhibit A-3 of the Agreement) • BLUEBEAM SOFTWARE THIRD PARTY PRODUCT SUPPLEMENT • ADDITIONAL TERMS SUPPLEMENT 01203.0005/329192.1 BLUEBEAM SOFTWARE THIRD PARTY PRODUCT SUPPLEMENT 1.1 Bluebeam Software, Inc. owns the Bluebeam Third Party Products set forth in the Agreement("Third Party Products"). To facilitate Customer's use of the Third Party Products, Bluebeam Software has agreed to allow SunGard Public Sector to provide the Third Party Products to Customer through its distributor Lifeboat Distribution. The Third Party Products shall be used in accordance with licensor's EULA terms and conditions and documentation for the Third Party Products. The End User License Agreement(EULA) is located below. 1.2 SunGard's Waiver of Rights. Notwithstanding any term or provision herein, SunGard waives any rights to indemnification that SunGard may have under Section 9 of the Bluebeam End User License Agreement, and further waives any rights SunGard may have with respect to the limitation of liability found in Section 10 of the Bluebeam End User License Agreement. BLUEBEAM SOFTWARE, INC. END USER LICENSE AGREEMENT End User License Agreement i. Bluebeam®Revu®Version 2016 © 2002-2016 Bluebeam, Inc. All Rights Reserved. Protected by U.S. Patents 7,600,193; 7,600,198; 7,907,794; 7,971,149; 8,244,036; 8,443,280; 8,509,535; 8,737,746; 8,990,681. Protected by European Patent 1958056. Protected by Australian Patents 2006316845; 2006316858; 2008209631; 2008209632. Other Patents Pending in the U.S. and/or other countries. Copyright law and international treaties protect this computer software program. Unauthorized reproduction or distribution of this software program, or any portion of it, will be prosecuted to the maximum extent possible under law and may result in civil and criminal penalties. • Portions Copyright 2014 Trimble Navigation Limited • Portions Copyright 2013 Legion of the Bouncy Castle Inc. (ABN 84 166 338 567) • Portions Copyright 2009 ABBYY USA Software House • Portions Copyright 2008 Laszlo Nemeth • Portions Copyright 2007-2011, Stephan Tolksdorf. All rights reserved. o FParsec incorporates data derived from the Unicode Character Database v. 6.1.0, o Copyright 1991-2012 Unicode, Inc., which is distributed under the following terms: 2 o http://www.unicode.orq/terms of use.html#Exhibitl • Portions Copyright 2006 Damien Miller<@mindrot.org> (jBCrypt) • Portions Copyright 2010-2012 SharpDX-Alexandre Mutel • Portions Copyright 2010 Ryan D. Emerle (jBCrypt .NET port) • Portions Copyright 2005 LuraTech Imaging GmbH • Portions of this product Copyright 2001-2014 Solid Documents • Portions Copyright 2001-2012 FileOpen Systems • Portions Copyright 2001/2013 Artifex Software Inc • Portions Copyright 1998 Soft Horizons • Portions Copyright 1989, 1991 Free Software Foundation, Inc • Portions Copyright 2003-2015 Aspose Pty Ltd • Portions licensed under the Mozilla Public License Version 2.0, available at www.mozilla.org/MPL • This software is based in part on the work of the Independent JPEG Group. o Licensed under Patent No. 5,490,216 Bluebeam®, the "b" logo ®, Revu®, Vu®, Q®, eXtreme®, The PDF Insider®, the "r" logo ®, the "v" logo ®, bFX®, No Limits®, Batch Link®, Punchkey®, Tool ChestTM, VisualSearchTM, MultiViewTM, the "Studio" IogoTM, Dynamic DefaultTM, Dynamic Layers TM WebTabTM, StaplerTM, File Access TM SmartGroupTM and StudioGoTM are Trademarks or registered Trademarks of Bluebeam, Inc. ABBYY and FlexiCapture are registered trademarks of ABBYY. Office®, Outlook®, Windows® and SharePoint®are registered trademarks of Microsoft Corporation. ProjectWise® is a registered trademark of Bentley Systems, Incorporated. AutoCAD®, Revit® and Navisworks®are registered trademarks of Autodesk, Inc. SolidWorks® is a registered trademark of Dassault Systemes SolidWorks Corp. All other trademarks or registered trademarks are the property of their respective owners. >IMPORTANT--READ CAREFULLY: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" AND "YOUR" INCLUDES A PERSON AND/OR AN INDIVIDUAL ENTITY) AND BLUEBEAM, INC., ITS SUBSIDIARIES, AFFILIATES AND LICENSEES (COLLECTIVELY "BLUEBEAM") CONCERNING SPECIFIED SOFTWARE PRODUCT(S) (HEREINAFTER REFERRED TO AS "SOFTWARE PRODUCT" OR "SOFTWARE). BY ACCESSING, INSTALLING, COPYING OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. 3 ALL INTELLECTUAL PROPERTY IN THIS SOFTWARE IS OWNED BY BLUEBEAM OR ITS SUPPLIERS. THE SOFTWARE IS LICENSED, NOT SOLD. BLUEBEAM PERMITS YOU TO USE OR OTHERWISE BENEFIT FROM THE INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS EULA. THE SOFTWARE MAY INCLUDE PRODUCT AUTHORIZATION OR REGISTRATION TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. THIS TECHNOLOGY MAY CAUSE YOUR COMPUTER TO AUTOMATICALLY CONNECT TO THE INTERNET OR TO PROMPT YOU TO CONTACT BLUEBEAM AND MAY PREVENT USES OF THE SOFTWARE THAT ARE NOT PERMITTED. VISIT HTTP://WWW.BLUEBEAM.COM/SUPPORT FOR INFORMATION ABOUT INSTALLATION AND REGISTRATION. 1.Software License. Subject to the payment of all applicable license fees, and the terms and conditions of this EULA, Bluebeam hereby grants to You a limited, non-sub licensable, non-exclusive, non-transferable right to use the Software in the manner and for the purposes described in the Documentation. The Documentation shall include, but not be limited to, any printed materials or electronic data provided by or obtained from Bluebeam with regard to this Software. 1.1 Single User License. A Single User License allows You to install and use one copy of the Software on up to the Allowed Number of computers for which the Software was designed ("Client Devices"). Allowed Number means one (1) unless otherwise indicated under a valid license such as a volume license granted by Bluebeam. The Software may not be used individually or jointly in full or in part on more than the Allowed Number of Client Devices, unless otherwise set forth herein. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, individual users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., "multiplexing," "pooling," "virtualization" or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a 4 reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software does not exceed the Allowed Number specified for the license You have obtained. 1.2 Server License. If the Software is licensed with multi-user or server license terms, You may install the Allowed Number of copies of the Software on file servers within your internal network only for use of the Software initiated by an individual from a computer within the same internal network. The total number of computers that may connect, directly or indirectly, to the file server may not exceed the Allowed Number. A Server License for a multi-user environment does not permit You to install or use the Software: (i) from or to a computer not part of your internal network, (ii) for enabling web hosted services open to the public, (iii) where an individual or entity may use, download, access or otherwise benefit from the Software unless licensed to do so by Bluebeam, (iv) as a part of a system or service accessible by more than the Allowed Number of users, or (v) for operations not initiated by an individual user (e.g., automated server processing) unless specifically permitted to do so in writing by Bluebeam. 1.3 Concurrent User License. A Concurrent User License allows You to install and use the Software on up to the Recommended Number of computers for which the Software was designed ("Devices"), for the number of seats indicated on the license. Recommended Number means five (5) Devices for each Licensed User. For example, a Concurrent User License for 5 Seats allows five individuals to use the Software simultaneously on any of twenty-five (25) computers (Devices). 1.4 Restrictions on Use. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this license applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging that applies to any of such Software products individually. 5 1.5 Backup Copy. This license authorizes You to make a reasonable number of copies of the Software provided your backup copies are used solely for archival purposes, and the copies You make contain all of the proprietary notices set forth in or on the original version of the Software. 2.Updates. Bluebeam may, at its sole discretion, make bug fixes, updates and/or service packs available. Bluebeam's maintenance service, if applicable and offered, is available at an additional cost to You. 3.Upgrades. If the Software is an upgrade from an earlier version, you must possess a valid license for a prior version in order to purchase the now current version. Any obligation Bluebeam may have to support the previous version(s) may end with the availability of the upgrade or update. 3.1 Single User and Server License Upgrades. Single User or Server Licenses that have been upgraded from an earlier version will be issued equal to the Allowed Number of Client Devices of the prior License. Once upgraded, the prior license will no longer be valid and use of the prior license is no longer permitted. 3.2 Concurrent User License Upgrades. Concurrent User Licenses that have been upgraded from an earlier Software version will be issued equal to the number of Users of the then prior Concurrent User License. The Software may be used on the Recommended Number of Devices, across software versions, for the number of individual Users specified on the current License. 4.Ownership Rights. All right, title and interest in and to all copyrights, patents, trade secret rights, trademarks and other intellectual property rights in and to the Software and Documentation, are owned by Bluebeam and/or its suppliers. The Software and Documentation are protected by patent, copyright and/or other intellectual property laws of the United States and other countries, and by international treaty 6 provisions. Except as expressly set forth herein, Your possession, use or installation of the Software does not grant to you any intellectual property rights in the Software and all rights, title, and interest not expressly granted are reserved by Bluebeam and its suppliers. 4.1 Notices. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation. Bluebeam's suppliers, if any, of the Software or Documentation or any portions thereof are intended third party beneficiaries of this EULA and are entitled to enforce the terms of this EULA in their own names directly against You. 4.2 Submissions. Should You decide to submit any materials ("Submissions") to Bluebeam via electronic mail, through or to Bluebeam website(s), or otherwise (whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like) that are specifically related to the functionality of the Software or services provided by Bluebeam related to the Software, You agree that such Submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Bluebeam and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such Submissions. Submissions do not include any of Your content that You may create or use that happens to utilize the Software. 5.Restrictions. 5.1 No Transfer. You may not rent, lease, sublicense, loan, commercialize or resell the Software. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, under any of the following circumstances, unless You own more than fifty percent (50%) of that entity. As such, You may not a) permit another entity to benefit from the Software via a facility management, timesharing, service bureau or any other arrangement; b) provide access to the Software Product with the intention to process the data of another entity; or c) use the Software on 7 hardware that is not under Your exclusive control. You may not transfer any or all of the rights granted to You under this EULA. 5.2 No Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive source code from the Software, or create derivative works based upon, the Software in whole or in part, except to the extent the foregoing restriction is expressly prohibited by applicable law. 5.3 No Duplication. You may not duplicate or copy any portion of the Software or Documentation, unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Software. All rights not expressly set forth hereunder are reserved by Bluebeam. 6.Right to Audit. Bluebeam reserves the right to periodically conduct audits of Software installation records upon a thirty (30) day advance written notice to verify compliance with the terms of this EULA. Audits will be conducted during business hours and will occur no more than once in any 12 month period. 7.LIMITED WARRANTY. Bluebeam warrants that the Software will perform substantially in accordance with the Documentation for ninety (90) days from the date of the original purchase when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. In addition, Bluebeam warrants that the media on which the Software is contained will be free from defects in materials and workmanship. All warranty claims must be made, along with proof of purchase, to Bluebeam Customer Service at (support@bluebeam.com) within the ninety (90) day warranty period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Bluebeam and its affiliates and your exclusive remedy will be limited to either, at your option, replacement of the Software or a refund of the license fee paid for the Software. 8 7.1 Authorized Resellers. Any authorized Bluebeam reseller, installer or consultant is not affiliated with Bluebeam in any capacity other than as a distributor, installer or consultant of Bluebeam's products and has no authority to bind Bluebeam or modify any license or warranty. Bluebeam makes no representations, warranty, endorsement or guarantee with respect to the skills or qualifications of any authorized Bluebeam reseller, installer or consultant and You are encouraged to independently investigate the skills and qualifications of any authorized Bluebeam reseller, installer or consultant with whom You associate. 8.DISCLAIMER. To the maximum extent permitted by applicable law, and except for the Limited Warranty set forth herein, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, USAGE, INDUSTRY CUSTOM, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, CONDITIONS OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, SECURITY, QUALITY OR WORKMANSHIP, FITNESS FOR A PARTICULAR PURPOSE, OR A LACK OF VIRUSES. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.INDEMNIFICATION. You agree to defend, indemnify and hold harmless Bluebeam and its directors, officers, employees, affiliates, sublicensees, resellers, agents and suppliers from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in the performance of this EULA. 9 10.LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BLUEBEAM OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE PRODUCTS, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF FAULT, NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS, AND EVEN IF BLUEBEAM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BLUEBEAM, ITS RESELLERS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. 11.United States Government. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. 12. Export Controls. During the term of this license, neither the Software nor the Documentation and underlying information or technology may be downloaded, exported, or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea (Democratic People's Republic of Korea), Sudan, Syria, or any 10 other country to which the United States has embargoed goods or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nations or the United States Commerce Department's Table of Denial Orders. By accessing, downloading or using the Software You are agreeing to the foregoing and You are certifying that You are not located in, under the control of, or a national or resident of any such country or on any such list. YOU SHOULD ALSO BE AWARE OF THE FOLLOWING. EXPORT OF THE SOFTWARE MAY BE SUBJECT TO COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY THE BUREAU OF EXPORT ADMINISTRATION, UNITED STATES DEPARTMENT OF COMMERCE, WHICH RESTRICT THE EXPORT AND RE-EXPORT OF CERTAIN PRODUCTS AND TECHNICAL DATA. IF THE EXPORT OF THE SOFTWARE IS CONTROLLED UNDER SUCH RULES AND REGULATIONS,THEN THE SOFTWARE SHALL NOT BE EXPORTED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, (A) WITHOUT ALL EXPORT OR RE-EXPORT LICENSES AND UNITED STATES OR OTHER GOVERNMENTAL APPROVALS REQUIRED BY ANY APPLICABLE LAWS, OR(B) IN VIOLATION OF ANY APPLICABLE PROHIBITION AGAINST THE EXPORT OR RE-EXPORT OF ANY PART OF THE SOFTWARE. SOME COUNTRIES HAVE RESTRICTIONS ON THE USE OF ENCRYPTION WITHIN THEIR BORDERS, OR THE IMPORT OR EXPORT OF ENCRYPTION EVEN IF FOR ONLY TEMPORARY PERSONAL OR BUSINESS USE. YOU ACKNOWLEDGE IT IS YOUR RESPONSIBILITY TO COMPLY WITH ANY AND ALL GOVERNMENT IMPORT,EXPORT AND OTHER APPLICABLE LAWS. 13.Attorneys' Fees. If any party employs attorneys to enforce any rights arising out of or relating to this EULA, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses. The term "prevailing party" means that party, as plaintiff or defendant, who substantially prevails against the other party. Notwithstanding the foregoing, if a written offer of compromise made by either party is not accepted by the other party within thirty (30) days after receipt and the party not accepting such offer fails to obtain a more favorable judgment, the non-accepting party shall not be entitled to recover its costs of suit and reasonable attorney's fees and costs (even if it is the prevailing party) and shall be obligated to pay the costs of suit and reasonable attorney's fees and costs incurred by the offering party. 11 14.Severability. If any provision of this license is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. 15. Governing Law and Arbitration. This EULA is governed by the laws of the United States and the State of California, without reference to conflicts of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any controversy or claim, whether in law or in equity, arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in Los Angeles County administered by JAMS in accordance with its Streamlined Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 16. Entire Agreement. This EULA sets forth all rights for the user of the Software and is the entire agreement between the parties. This EULA supersedes any other communications with respect to the Software and Documentation. This EULA may not be modified except by a written addendum issued by a duly authorized representative of Bluebeam. This EULA expressly supersedes and completely replaces any and all prior end user license agreements. Bluebeam shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by any third party, with respect to the Software, including any authorized distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of Bluebeam to any such distributor or reseller. 17.General Provisions. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Bluebeam or a duly authorized representative of Bluebeam. You hereby acknowledge a breach of this EULA would cause irreparable harm and significant injury to Bluebeam that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that Bluebeam shall have the right to seek and obtain, without the posting of a bond, immediate injunctive relief to enforce the obligations under this EULA in addition to any other rights and remedies it may have. If any provision 12 of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. If You have received a translation into a language other than English, it has been provided for Your convenience only. 18.Other Provisions. 18.1 Pre-release Software. Pre-commercial release or beta software does not represent the final commercial product from Bluebeam, and may contain bugs, errors, inconsistencies or other problems that might cause system or other failures or data loss. If you accept the receipt of pre-release Software pursuant to a separate agreement with Bluebeam, Your use of the Software is also governed by such agreement. Your use of pre-release software is at your own risk. Please also refer to Sections 7-10, which govern the Software. 18.2 Education Software. If the Software accompanying this EULA is an Education Software Product (Software licensed and distributed for use by Educational End Users), You are only entitled to use the Software if you qualify as an Educational or Academic User. Please visit http://www.bluebeam.com/buyedustandard for more information on the Bluebeam Education program and requirements. 18.3 Online Access. Bluebeam provides access to the Internet and websites through the Software. Bluebeam does not control, endorse or accept responsibility for any online services or websites offered by third parties. Any transaction between you and a third party in connection with a website or online service, including the delivery of and payment for goods or services and any other terms or conditions, warranties or representations associated with such transactions, are between you and the third party. USE OF THIRD PARTY WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SECTIONS, 7 AND 10. 13 18.4 Digital Certificates. Bluebeam products use digital certificates to sign and validate signatures within PDF files and to validate certified PDF files. Your computer may access the Internet in order to validate or certify a digital certificate which are self-signed or issued by a third party authority. The purchase, use, and application of digital certificates are your responsibility. Before you rely on any certified document or digital signature, do your research. Review the terms and conditions under which the Certificate Authority provides its products and services. You are solely responsible for determining whether to rely on a certificate. In other words, unless you have a written warranty provided by the Certificate Authority, You use digital certificates at your own risk. You agree to hold Bluebeam harmless from any and all liabilities, losses, actions, damages, or claims arising out of or relating to the use of, or the reliance on, any digital certificate or service of a certificate authority. 18.5 Confidentiality. You agree that the Software, including, but not limited to, the object code components and any integration specifications (e.g., .bfx file exchange protocol) provided to You is "Confidential Information" of Bluebeam. You shall retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence. You shall: (i) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this EULA, and (ii) bind Your employees and agents in writing to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this EULA. 19. Bluebeam(R), the "b" logo (R), Revu(R), Vu(R), Q(R), eXtreme(R), The PDF Insider(R), the "r" logo (R), the "v" logo (R), bFX(R), No Limits(R), Punchkey(R), Batch Link(R), Tool Chest(TM), VisualSearch(TM), MultiView(TM), the "Studio" logo (TM), Dynamic Default(TM), Dynamic Layers(TM), WebTab(TM), Stapler(TM), File Access(TM), SmartGroup(TM) and StudioGo(TM) are Trademarks or registered Trademarks of Bluebeam, Inc. ABBYY and FlexiCapture are registered trademarks of ABBYY. Sketchup(R) is a registered trademark of Trimble Navigation Limited. Office(R), Outlook(R), Windows(R) and SharePoint(R) are registered trademarks of Microsoft 14 Corporation. ProjectWise(R) is a registered trademark of Bentley Systems, Incorporated. AutoCAD(R), Revit(R) and Navisworks(R) are registered trademarks of Autodesk, Inc. SolidWorks(R) is a registered trademark of Dassault Systemes, SolidWorks Corp. All other trademarks or registered trademarks are the property of their respective owners. Bluebeam Customer Contact. If You have any questions concerning these terms and conditions, or if You would like to contact Bluebeam for any other reason, please call (626) 788-4100, or write: Bluebeam, Inc., 55 South Lake Ave, Suite 900, Pasadena, California 91101 USA, Attention: Account Services You may also reach us at http://www.bluebeam.com. 15 ADDITIONAL TERMS SUPPLEMENT 1. Scope. Customer may use the Solution only in the acceptable to Customer) and related implementation ordinary course of Customer's internal business operations for the services and in such case this Agreement shall terminate benefit of Customer and only in accordance with the terms on the with respect to use of the Solution or part thereof removed. Order,the Documentation,the Agreement,including the Scope of 3.2. Harmful Code. Using a recent version of a reputable Use. virus-checking product (to the extent commercially available), 2. Specified Configuration.Customer shall,at its expense, SunGard will check the Solution,as well as any systems used to procure and maintain the computer hardware, systems software deliver the Solution, for any viruses, worms or similar harmful and other items required for use of, or access to, the Solution, code ("Harmful Code") and will use commercially reasonable including those described in the Order and Documentation (the efforts to eliminate any such Harmful Code that SunGard "Specified Configuration") and for updating the Specified discovers. Configuration in accordance with SunGard's published updates. 3.3. Exclusion for Unauthorized Actions. SunGard is not If not yet completed, Customer shall complete its procurement liable under any provision of this Agreement for any performance and installation of the Specified Configuration prior to the problem, claim of infringement or other matter to the extent scheduled start of implementation. Customer shall devote all attributable to any unauthorized use (use not authorized by this equipment, facilities, personnel and other resources reasonably Agreement) or modification of the Solution by or on behalf of necessary to begin using the Solution in production on a timely Customer, any unauthorized combination of the Solution with basis as contemplated by this Agreement and satisfy any other software or services(other than as specified in the Specified Customer requirements necessary for SunGard to complete the Configuration),any use of any version of the Solution other than professional services described in the Agreement.SunGard is not the Supported Release, a failure to subscribe to support services responsible for any delays or additional fees and costs associated with Customer's failure to timely perform its obligations under if then offered for the Solution, any Third-Party Hardware or this Section 2. Third-Party Services, and Third-Party Software or Open Source Software(except as set forth in Sections 3.5),any wrongful act or 3. Warranties,Covenants and Limitations. omission by Customer, its Affiliates or its customers or any 3.1. No Infringement. SunGard shall indemnify and defend breach of this Agreement by Customer. Customer against any third-party claim asserting that the Solution, 3.4. WITH REGARD TO THE SOLUTION, as and when made available to Customer by SunGard and when DOCUMENTATION AND SERVICES, EXCEPT AS properly used for the purpose and in the manner specifically STATED IN SECTIONS 3 AND 5.5, OR EXPLICITLY authorized by this Agreement,infringes upon(i)any patent issued STATED ELSEWHERE IN THIS AGREEMENT, ALL as of the date of this Agreement by a country that is a signatory to OTHER REPRESENTATIONS, WARRANTIES, TERMS the Paris Convention, (ii) any copyright of any country that is a OR CONDITIONS, ORAL OR WRITTEN, EXPRESS OR member of the Berne Convention as of the date of this Agreement, IMPLIED, ARISING FROM COURSE OF DEALING, or(iii) any trade secret or other proprietary right of any Person COURSE OF PERFORMANCE, USAGE OF TRADE, (collectively, "IP Rights"). SunGard shall have no obligation QUALITY OF INFORMATION,QUIET ENJOYMENT OR under this Section 3.1 unless Customer promptly gives notice of OTHERWISE (INCLUDING IMPLIED WARRANTIES, the claim to SunGard. If any applicable infringement claim is TERMS OR CONDITIONS OF MERCHANTABILITY, initiated, or in SunGard's sole opinion is likely to be initiated, SATISFACTORY QUALITY, FITNESS FOR A SunGard shall,at its own expense: PARTICULAR PURPOSE, TITLE, NON- (a) modify or replace,and fully implement,all,or the allegedly INTERFERENCE, OR NON-INFRINGEMENT) ARE, TO infringing part, of the Solution so that it is no longer THE FULLEST EXTENT PERMITTED BY APPLICABLE allegedly infringing,provided that the functionality does not LAW,EXCLUDED FROM THIS AGREEMENT. change in any material adverse respect,to the full reasonable 3.5. Third-Party Software. To facilitate Customer's access satisfaction of the City;or and use of the Third-Party Software,the licensor(s)of such Third- (b) procure for Customer the right to continue using the Party Software have agreed to allow SunGard to provide the allegedly infringing part of the Solution;or Third-Party Software to Customer subject to the following additional conditions: (i) the Third-Party Software shall be used (c) refund to Customer all fees paid by Customer under the only in conjunction with any permissible use of the Solution Agreement for the Solution (or part thereof removed if specifically authorized in this Agreement,and(ii) the Third-Party 16 Software shall be used only in accordance with licensor's terms Agreement and to accept payment of such amounts from and conditions and documentation for the Third-Party Software Customer on behalf of the third party. which,unless otherwise included in a specific Supplement to the 3.7. Title and Risk of Loss. In no event will SunGard be Order, shall be provided to Customer with the receipt of such deemed to have taken title or any similar right or interest in or of Third-Party Software. SunGard shall use reasonable efforts to any Third-Party Software or Third-Party Hardware in the chain provide Customer the benefit of all indemnities and warranties of distribution to Customer, and title, risk of loss, and/or such granted to SunGard by the licensor(s)of the Third-Party Software, to the extent possible without additional cost to SunGard,as and similar right or interest in or to the Third-Party Software or Third- if permitted by SunGard's agreement with the licensor of the Party Hardware will be deemed to vest in Customer either at the Third-Party Software, and to the extent such warranties and point of delivery to carrier for shipment or as otherwise provided indemnities pertain to Customer's use of the Third-Party Software for in the licensor's terms and conditions. hereunder. In the event of any defect in any Third-Party Software (in the form delivered by SunGard and when properly used for the 3.8 Disclaimer. Except as may be provided in Section 3.5 purpose and in the manner specifically authorized by this above, Customer agrees and understands that SUNGARD Agreement),SunGard will use commercially reasonable efforts to MAKES NO WARRANTIES WHATSOEVER, replace or correct the Third-Party Software without charge. If EXPRESSED OR IMPLIED, WITH REGARD TO THE SunGard complies with this provision, it shall face no further THIRD-PARTY PRODUCTS. ALL WARRANTIES (IF liability with respect to any defect in any Third-Party Software. ANY) ARE PROVIDED TO CUSTOMER BY THE LICENSORS, MANUFACTURERS OR PROVIDERS OF Unless as otherwise provided in a specific Supplement to the SUCH THIRD-PARTY PRODUCTS. SUNGARD PUBLIC Order, or as provided in the licensor's terms and conditions, SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES SunGard shall provide Level 1 support of the Third-Party OF MERCHANTABILITY AND FITNESS FOR A Software. For purposes herein,Level 1 Support shall mean: PARTICULAR PURPOSE. EXCEPT FOR ITS 1) Taking the first support call from Customer and OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE THIRD PARTY PURSUANT TO qualifying the call priority,or if an existing case, THIS AGREEMENT, SUNGARD WILL HAVE NO obtaining case information; LIABILITY WHATSOEVER IN CONNECTION WITH THE THIRD-PARTY PRODUCTS. 2) Gathering information about the case,defining and describing the problem,and determining if the 4. Security,Ownership and Use Restrictions Third Party Software is the cause of the problem. 4.1 Security. Analyze problem symptoms,attempt to find root cause if appropriate and document result of such (a) SunGard will implement commercially reasonable administrative, technical and physical attempts.Determining if the problem is a known safeguards designed to: Third-Party Software problem by accessing third (1) ensure the security and confidentiality of party online support resources;and Customer Data; (ii) protect against any anticipated threats or 3) If it is determined to be a Third-Party Software hazards to the security or integrity of Customer Data; problem,contacting the Third-Party Software and technical support. For new cases,opening a case (iii) protect against unauthorized access to or and selecting a priority. For existing cases, use of Customer Data.SunGard will review and test providing the case number and information such safeguards on no less than an annual basis. gathered to the Third-Party Software support (b)If Customer makes the Solution or data maintained engineer. by the Solution accessible through the Internet or other networked environment, Customer shall be 3.6. Third-Party Hardware and Third-Party Services. solely responsible for all aspects of Internet use,and Customer is hereby advised that the third party,and not SunGard, shall maintain, in connection with the operation or assumes all responsibility for and liability in connection with the use of the Solution, adequate technical and Third-Party Hardware and Third-Party Services, and is solely procedural access controls and system security responsible for delivering the Third-Party Hardware and Third- requirements and devices, necessary for data Party Services to Customer. SunGard Public Sector is not privacy, confidentiality, integrity, authorization, authorized to make any representations or warranties that are authentication and non-repudiation and virus binding upon the third party or to engage in any other acts that are detection and eradication. binding upon the third party,excepting specifically that SunGard (c)To the extent that Third-Party Users are permitted to is authorized to represent the fees for the Third-Party Hardware have access to the Solution, Customer shall maintain or Third-Party Services as the same is provided for in the agreements with such Third Party Users that 01203.0005/329192.1 adequately protect the confidentiality and intellectual Agreement. All copies of SG Solution Details in Customer's property rights of SunGard in the Solution and possession shall be deemed to be on loan to Customer Documentation, and disclaim any liability or during the term of this Agreement. responsibility of SunGard with respect to such Third 4.4 Use Restrictions. Except to the extent specifically Party Users. authorized by this Agreement,Customer shall not,shall not attempt to,and shall not permit any other Person under its 4.2 Personal Data. If SunGard processes or otherwise has reasonable control to: (a) use any SG Solution Detail for access to any personal data or personal information on any purpose, at any location or in any manner not Customer's behalf when performing SunGard's obligations specifically authorized by this Agreement; (b) make or under this Agreement, then: (i) Customer shall be the data retain any Copy of any SG Solution Detail; (c) create or controller(where "data controller" means an entity which recreate the source code for the Solution, or re-engineer, alone or jointly with others determines purposes for which reverse engineer, decompile or disassemble the Solution and the manner in which any personal data are,or are to be, except to the extent specifically permitted by applicable processed) and SunGard shall be a data processor (where law; (d)modify,adapt,translate or create derivative works "data processor" means an entity which processes the data based upon the Solution or Documentation, or combine or only on behalf of the data controller and not for any purposes merge any part of the Solution or Documentation with or of its own);(ii)Customer shall ensure that it has obtained all into any other software or documentation except to the necessary consents and it is entitled to transfer the relevant extent specifically permitted by applicable law;(e)refer to, personal data or personal information to SunGard so that disclose or otherwise use any SG Solution Detail as part of SunGard may lawfully use,process and transfer the personal any effort either (i) to develop a program having any data and personal information in accordance with this functional attributes, visual expressions or other features Agreement on Customer's behalf, which may include similar to those of the Solution or (ii) to compete with SunGard processing and transferring the relevant personal SunGard; (f) remove,erase or tamper with any copyright data or personal information outside the country where or other proprietary notice printed or stamped on,affixed Customer and the Authorized Users are located in order for to,or encoded or recorded in any SG Solution Detail,or fail SunGard to provide the Solution and perform its other to preserve all copyright and other proprietary notices in obligations under this Agreement; and (iii) SunGard shall any Copy of any SG Solution Detail made by Customer;(g) process the personal data and personal information only in sell, market, license, sublicense, distribute or otherwise accordance with any lawful and reasonable instructions given grant to any Person,including any outsourcer,vendor,sub- by Customer from time to time as set out in and in contractor, consultant or partner, any right to use any SG accordance with the terms of this Agreement; and (iv) each Solution Detail or allow such other Person to use or have party shall take appropriate technical and organizational access to any SG Solution Detail, whether on Customer's measures against unauthorized or unlawful processing of the behalf or otherwise; or (h) use the Solution to conduct personal data and personal information or its accidental loss, any type of application service provider,service bureau or destruction or damage so that, having regard to the state of time-sharing operation or to provide remote processing, technological development and the cost of implementing any network processing, network telecommunications or measures, the measures taken ensure a level of security similar services to any Person, whether on a fee basis or appropriate to the harm that might result from such otherwise. unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and 4.5 Notice and Remedy of Breaches. Each party shall personal information and the nature of the personal data and promptly give notice to the other of any actual or suspected personal information being protected. If necessary, the breach by it of any of the provisions of this Section 4, parties will cooperate to document these measures taken. whether or not intentional,and the breaching party shall,at 4.3 SG Solution Details. The SG Solution Details are its expense,take all steps reasonably requested by the other trade secrets and proprietary property of SunGard or its party to prevent or remedy the breach. licensors,having great commercial value to SunGard or its 4.6 Enforcement. Each party acknowledges that any licensors. Title to all SG Solution Details and all related breach of any of the provisions of this Section 4 may result intellectual property and other ownership rights shall be and in irreparable injury to the other for which money damages remain exclusively with SunGard or its licensors, even with would not adequately compensate. If there is a breach,then respect to such items that were created by SunGard the injured party shall be entitled, in addition to all other specifically for or on behalf of Customer. SunGard and its rights and remedies which it may have, to have a decree Affiliates may freely use Feedback without attribution or the of specific performance or an injunction issued by any need for SunGard, its Affiliates or any third party to pay competent court, requiring the breach to be cured or Customer or any third party any royalties or other fees of enjoining all Persons involved from continuing the breach. any kind. This Agreement is not an agreement of sale,and no intellectual property or other ownership rights to any SG 5. Terms Applicable to Software Licenses. Solution Details are transferred to Customer by virtue of this 01203.0005/329192 1 5.1. Grant. Except as otherwise provided in this Order, providing support services to Customer under Section 5.3 of this SunGard grants to Customer a non-transferable, non-exclusive, Order and otherwise implementing the purposes of this perpetual license to use the Solution in accordance with this Agreement. In remotely accessing such Solution, SunGard will Agreement and the Scope of Use. The Solution shall be installed comply with Customer's reasonable security procedures and in object code form only at Customer's location(s) listed on the company policies that have been provided to SunGard in writing. Order ("Designated Location(s)"). Customer may, subject to 5.7. Backup. Customer acknowledges that it is the best Section 6.1, use or access the Solution at or from Customer judge of the value and importance of the data held on Customer's locations worldwide. Customer may change a Designated systems and that Customer shall be solely responsible for Location by giving prompt notice thereof to SunGard. Customer maintaining secure and complete back-up copies of all data that may copy and use the Solution installed at the Designated Customer processes using the Solution, which data will be Location for inactive back-up and disaster recovery purposes. backed-up on not less than a daily basis and which will be readily Customer may copy the Documentation to the extent reasonably available on machines controlled by Customer to facilitate the necessary for use of the Solution under this Agreement. prompt restoration of such data in the event of any loss of or 5.2. Initial Installation. SunGard shall deliver to Customer damage to it. SunGard shall have no liability for any loss or the initial Copies of the Solution stated on the Order by supplying damage caused by Customer's failure to maintain such backed-up such initial Copies(a)by physical shipment,such as on a disc or copies. other media,or(b)by electronic delivery,such as by posting it on 6. Defined Terms. As used in this Order, as well as SunGard's network for downloading. Physical shipment is on Exhibit A-2 and Exhibit A-3 of the Agreement,the terms below F.O.B. terms, SunGard's shipping point and electronic delivery (and their plural forms)have the following meanings: is deemed effective at the time SunGard provides Customer with access to download the Solution. The date of such delivery shall (a) "affiliate" whether capitalized or not, means, with respect be referred to as the"Delivery Date." to a specified Person,any Person which directly or indirectly 5.3. Support. Beginning on the Effective Date and controls, is controlled by,or is under common control with continuing as specified in the Agreement (including the Order), the specified Person as of the date of this Agreement,for as SunGard shall provide the ongoing support services described in long as such relationship remains in effect. the Agreement(including the Order);and Customer shall pay to (b) "copy" whether capitalized or not, means any paper, disk, SunGard any associated fees as specified in the Agreement tape,film, memory device or other material or object on or ("Support Fees"). in which any words, object code, source code or other 5.4. Support Termination. Upon the effective date of symbols are written, recorded or encoded, whether termination of ongoing support services by either party or at any permanent or transitory. time when Customer has failed to pay Support Fees ("Support (c) "Customer"means the City of Rancho Palos Verdes. Termination Date"): (i) SunGard shall discontinue providing all ongoing support services,including SunGard's obligations under (d) "Customer Data"means data stored in,or processed by,the Section 5.3; (ii) any SunGard warranties under this Agreement Solution; provided that aggregated data that is not shall cease to apply for the period after the Support Termination personally identifiable data and not identifiable to Date; and(iii) SunGard shall not be liable for Customer's use of Customer shall not be deemed Customer Data nor the Solution after the Support Termination Date except for Customer s confidential information. SunGard's indemnification obligations for any third-party claims (e) Documentation" means the standard user documentation covered by Section 3.1 that arose prior to the Support Termination SunGard provides for the Solution,as such Documentation Date (but only to the extent such claim would not have been may be updated from time to time. remedied by a Release made available by SunGard after the Support Termination Date). (f) "Error"means a failure of a Supported Release to perform in all material respects in accordance with the 5.5. Software Warranty. SunGard warrants to Customer Documentation. that for a period of twelve(12) months from the Delivery Date, the Solution, as delivered to Customer by SunGard and when (g) "Export Laws"means any laws,administrative regulations properly used for the purpose and in the manner specifically and executive orders of the U.S., the United Kingdom and authorized by this Agreement, will perform as described in the any other jurisdiction where any SG Solution Details will be Documentation in all material respects.SunGard's sole obligation located or from where any SG Solution Details will be and liability under this warranty is to comply with the provisions accessed under this Agreement relating to the control of of Section 5.3 of this Order. imports and exports of commodities and technical data,use or remote use of software and related property or services, 5.6. Remote Access of Installed Software. Provided that embargo of goods or services or registration of this SunGard performs such services in accordance with the Agreement including the Export Administration confidentiality provisions of this Agreement, Customer shall Regulations of the U.S. Department of Commerce and the permit SunGard, at SunGard's option, to remotely access the regulations and executive orders administered by the Office Solution installed at the Designated Location for the purpose of 01203.0005/329192.1 of Foreign Asset Control of the U.S. Department of the Customer nor SunGard shall violate the Export Laws or Treasury. otherwise export, re-export or use, directly or indirectly (including via remote access), any part of the Solution, (h) "Feedback" means any suggestions or recommendations confidential information or services in a manner,or to or for for improvements or modifications to the Solution made by any person or entity, for which a license or other or on behalf of Customer. authorization is required under the Export Laws without first (i) "including"whether capitalized or not,means including but obtaining such license or authorization. not limited to. (j) "person"whether capitalized or not,means any individual, sole proprietorship,joint venture, partnership, corporation, company,firm,bank,association,cooperative,trust,estate, government, governmental agency, regulatory authority or other entity of any nature. (k) "Release"means a modification or update to the Solution, which SunGard, in its sole discretion, incorporates into the Solution without requiring its then existing client base to pay a separate fee(other than support fees). (1) "Scope of Use"means the Designated Location(s),License Term, Platform, Number of Work Stations, Number of Users, Volume Limit, Number of Production Databases, Number of Production Servers, and/or other restrictions or parameters as are stated in the Use Restrictions or on the Order. Customer shall use the Solution in production to process Customer's business; provided that all increases in the Scope of Use require the execution of an amendment amending the Scope of Use. (m) "SG Solution Details" means any of the following: the Solution and Documentation,the object code and the source code for the Solution,the visual expressions,screen formats, report formats and other design features of the Solution,all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Solution or Documentation,all future modifications,updates,Releases, improvements and enhancements of the Solution or Documentation,all derivative works(as such term is used in the U.S. copyright laws) based upon any of the foregoing and all copies of the foregoing. (n) "Supported Release"means,unless otherwise stated in the Order, the latest Release of the Solution that is generally available to SunGard's client base. (o) "Third-Party Product"means Third-Party Software,Third Party Hardware,Third-Party Data or Third-Party Services. (w) "Third-Party Hardware"means that hardware specified as third party hardware on the Order. (x) "Third-Party Services"means those services specified as third party services on the Order. (y) "Third-Party Software"means the software specified as third-party software on the Order. 6.1 Export Laws. Customer acknowledges that the SG Solution Details and the services provided by SunGard hereunder and this Agreement are subject to the Export Laws. Neither 01203.0005/329192.1 Statement of Work TRAKiT Implementation Prepared for CITY OF RANCHO PALOS VERDES , CA May 19, 2016 Statement of Work TRAKiT Implementation 7. ,... . ., . .„..: .....----... :-"NN - .„,,, ,,4 f l sem` 4d•. Y •'' — .ice Y_✓ .4gaiir 1°.- '- , '41461010 - 1000 Business Center Drive Lake Mary,FL SUNGARD PUBLIC SECTOR Phone: 800.7.7277.808.808 8 www.SunGardps.com Connect the Community >tItxrAlt SUNGARD' PUBLIC SECTOR Connect the Community *Air** 1. EXECUTIVE SUMMARY 4 INTRODUCTION 4 2. PROJECT OVERVIEW 4 2.1. DELIVERY OVERVIEW 4 2.2. DUTIES&RESPONSIBILITIES OF CUSTOMER 4 3. SCOPE OVERVIEW 5 3.1. ORGANIZATIONAL SCOPE 5 3.2. TRAKIT SOFTWARE SCOPE 6 3.3. DATA CONVERSION SCOPE 8 3.4. INTEGRATION SCOPE 9 3.5. MODIFICATION/ENHANCEMENT SCOPE 12 3.6. FORMS AND REPORTING SCOPE 13 3.7. INSTALLATION SERVICES SCOPE 13 3.8. TRAINING,CONFIGURATION,ANDTESTING SCOPE 14 4. STAGES AND MILESTONES 15 4.1. KICKOFF/REVIEW 15 4.2. CONFIGURE 16 4.3. TEST/INITIAL TRAINING 16 4.4. FINAL TRAINING/GO LIVE 17 5. IMPLEMENTATION APPROACH 19 5.1. DATA CONVERSION APPROACH 19 5.2. INTERFACE APPROACH 20 5.3. REPORTS APPROACH 21 5.4. FORMS CREATION APPROACH 22 5.5. CONSULTING,CONFIGURATION,ANDTESTING APPROACH 23 5.6. TRAINING APPROACH AND KNOWLEDGE TRANSFER 23 6. PROJECT GOVERNANCE 25 PROJECT STAFFING 25 6.1. CUSTOMER OF CITY/COUNTY NAME STAFFING 25 6.2. SUNGARD PUBLIC SECTOR STAFFING 26 7. PROJECT MANAGEMENT 27 7.1. PROJECT SCHEDULE 27 7.2. AGENDAS 27 7.3. STATUS MEETINGS 27 7.4. STATUS REPORTS 28 7.5. ISSUES LOG 28 7.6. DELIVERABLE AND MILESTONE APPROVAL 29 Statement of Work—Rancho Palos Verdes,CA 2 Confidential SUNGARD' PUBLIC SECTOR Connect the Community fir 8. CHANGE REQUESTS AND CHANGES TO THIS SCOPE OF WORK 30 9. IMPLEMENTATION SCHEDULE,TIMELINE,SCOPE CLARIFICATION&MISCELLANEOUS ITEMS 31 9.1. IMPLEMENTATION SCHEDULE 31 9.2. FACILITY REQUIREMENTS 31 9.3. DISPUTE RESOLUTION PROCEDURES 31 10. APPENDIX 1:PROJECT TIMELINE 33 Statement of Work-Rancho Palos Verdes,CA 3 Confidential SUNGARD" PUBLIC SECTOR Connect the Community ** 1. Executive Summary Introduction This document is the Statement of Work(SOW)for the implementation of Community Development software and related services only with respect to the Baseline version of the Component Systems expressly identified in the Software License and Services Agreement(the"Agreement")for the City of Rancho Palos Verdes, CA (The"Customer").SunGard Public Sector("SunGard")will provide implementation services identified in the Agreement as further described in this SOW to assist the Customer in implementing the TRAKiT Software solution.The SOW is an attachment incorporated as part of the Agreement signed by SunGard and the Customer,and all actions directed herein shall be performed in accordance with the aforementioned Agreement. The SOW is intended to be a planning and control document, not the detailed requirements or design of the solution. 2. Project Overview The project will go through the stages of Kick Off>Review>Configure>Test>Train>Go-Live and will have its own milestones and payment schedule as identified in Appendix 1.Throughout all stages,the Customer's main point of contact at SunGard will be its Project Manager.Should the assigned project manager be unavailable, SunGard will provide an experienced Project Manager in place.The SunGard Project Manager will be responsible for the overall success on the SunGard side,and will coordinate SunGard resource tasks and schedule.As the Customer's primary contact,the SunGard Project Manager will be present for all regularly scheduled status calls. He/she will defer to other subject matter experts for data conversion,training,etc.Any issues will be escalated to the SunGard Project Manager in the event that the Customer's needs are not being met. 2.1. Delivery Overview - Data conversion from a single Tidemark land management database and 4 permit and licensing spreadsheets - Create&Track Permits/Projects/Code Enforcement Cases/Licenses/Citizen Incidents - Provide ePlan review functions digitally(Bluebeam) - Automated and manual workflows - Mobile inspection(iTRAKiT) - Reports&letters - Online web portal for permit visibility&inspection scheduling, including permit application and payment acceptance(eTRAKiT) - 2 way integration with ArcGIS Server 2.2. Duties& Responsibilities of Customer Customer will provide all information necessary for SunGard to establish the software's configuration, including but not limited to: (1) Current valuation and fee structures; (2) Current Permit, Project, License, and Case type designations and categories; Statement of Work—Rancho Palos Verdes, CA 4 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *kir** (3) Examples of all current reports used by the Customer relating to business process management; (4) Any exceptions to the typical business processes,or any special lifecycle requirements. The Customer will provide SunGard with access to Customer workstations, servers,and disk space for the purpose of SunGard deploying the acquired Software.Customer workstations and servers must be compatible with software configurations requested by SunGard.SunGard may,at its discretion, provide a workstation to be deployed on the Customer's network for the purpose of demonstrating the configuration of the acquired Software. The Customer will ensure and provide staff who will be trained in use of SunGard software will have sufficient basic knowledge of existing business processes and MS-Windows functions. Customer understands that timely completion of the Project is dependent in significant part upon the timely cooperation of Customer in providing information to SunGard necessary to complete the project, including, but not limited to: (a) Data obtained from Customer's present system to be incorporated into the new SunGard software;and (b) information relative to desired letters/reports to be incorporated into the SunGard software.Should substantial changes occur under the City's control that affects the negotiated project timeline,SunGard will provide the Client with a Change Order for additional services should they be needed to extend the project timeline. 3. Scope Overview The purpose of this project is to replace the Customer's current Tidemark Community Development and Naviline Business License applications with a new completely integrated solution and to improve the Customer's existing administrative processes to take advantage of industry best practices that best leverage the TRAKiT application.The project scope is comprised of the Software and Services identified in the Agreement as further described throughout this SOW. 3.1. Organizational Scope The following departments and organizations will be part of the scope of the system.Customer represents that each of the departments and organizations below are comprised of Customer Employees. Customer Departments in Scope for the project: Community Development Engineering Finance Statement of Work—Rancho Palos Verdes,CA 5 Confidential SUNCARD' PUBLIC SECTOR Connect the Community **k*** 3.2. TRAKiT Software Scope. SunGard will deliver computer software(TRAKiT)and database structures for SQL/Server database Provide TRAKiT modules for Community Development, Engineering and Finance to enhance local government operations through flexibility in automating permitting,managing inspections,regulating land use,and tracking projects Deliverable: TRAKiT software modules to include: 1) GeoTRAK 2) PermitTRAK 3) ProjectTRAK 4) AEC TRAK 5) CodeTRAK 6) CRM TRAK 7) LicenseTRAK Deliverable: Deliver General License Renewal automation for LicenseTRAK The acquisition of LicenseTRAK includes custom development related to License Renewal automation within TRAKiT and/or eTRAKiT,and scoping the client's License Renewal needs. The hours may only be used during the scope of the original project implementation. Provide eTRAKiT modules for web-based Citizen/Contractor permit processing. Deliverable: Requires a separate web server hosting the ASP.NET pages to provide the following functions: 1) Includes one (1)standard Permit Form for online customers. Changes to permit form will incur an additional cost. 2) Request inspections as a Contractor or Citizen. 3) Review inspection, review,condition,fee statuses and updates. 4) Search general license information. Includes one(1)standard License form for online customers. Changes to form will incur an additional cost. 5) Submit and track complaint status. 6) Create user logins for citizens and/or contractor login. 7) Inspector login to change/input results. 8) Reviewer login to update review notes and status results. Provide iTRAKiT Inspect,iTRAKiT Code modules for field-ready iPad interface. Deliverable: iTRAKiT module for iPad to provide the following functions: 1) Login as TRAKiT Inspector. 2) Complete and result scheduled PermitTRAK inspections from thefield. Statement of Work—Rancho Palos Verdes,CA 6 Confidential SUNGARD' PUBLIC SECTOR Connect the Community AAAAA 3) Utilize in off-line mode without internet connection(GIS will not update). 4) Provide access to Google Maps. 5) Calculate efficient route. 6) Upload photos from iPad,and view associated attachments(requires connection). Provide Integration to ArcGIS Deliverable: The TRAKiT Standard GIS Viewer is delivered with features to enable your agency to manage all development activities such as permits, projects, land management, code enforcement, licensing,and inspections directly from the parcel fabric. Some features are included below: 1) Accessible from any TRAKiT module 2) View restrictions for a parcel 3) Zoom in/zoom out control 4) Use the mouse wheel to zoom 5) Full Map button allows immediate access to full map extents 6) Add new restrictions to a single parcel or multiple parcels at once 7) Functionality allowing the addition, removal,or copying of records 8) Allows the selection of multiple records at one time 9) Create multiple records at once with unique record numbers 10) Selection List for adding/removing parcels from a selection 11) Map overview window to easily navigate around screen 12) Print Map view using a print template 13) Query and plot TRAKiT data on the map 14) Allows user to pan around the map 15) Change the properties of the measurement(metric,feet,acres,etc.) 16) Export the selection list into Excel 17) Use Dynamic or Tiled Map services 18) Select parcels by circle, polygon, line,etc. 19) View a list of parcels selected within a separate window 20) Ability to use"sketching"tools on map(different colors,transparencies, pushpin images) 21) Draw polygons,shapes, squares and lines on map 22) Insert text directly on the map 23) Can see related record details(permits,cases, projects,etc.) of the parcel 24) Clear Selection allows user to clear the selected list 25) Show Data displays all attributes at the selected parcel 26) Print reports, labels,or letters for the selected parcel group 27) Radius Notification allows a buffer distance to be selected for multiple parcels 28) View a "pop-up"window with details about current selected parcel 29) Look at streets with Google® Maps Street View(requires Google key) 30) View pictometry with Microsoft® Bing Maps 31) Create a query and save custom queries for visually displaying details 32) Quickly run a saved query from the Advanced Search 33) Associate different user-specific Bookmarks based on different views 34) Administrators can change map preferences and import different GIS data 35) View attribute data for any layer 36) Route daily Inspections(requires Network Analyst) Statement of Work—Rancho Palos Verdes, CA 7 Confidential SUNGARD' PUBLIC SECTOR Connect the Community AAAArA 37) Search for properties based on user defined criteria without leaving the map 38) Export the map into a JPEG 39) Add external map services 40) Advanced Table of contents with layer visibility toggle and legend 41) Integrates with Geocode services 42) Incorporate push-pins to the map(associate custom push-pins) Deliverable: For clients that have purchased Professional or Advanced GIS: Configuration of necessary Spatial Rules are included. The implementation hours may only be used during the scope of the original project implementation. Should the client need additional Spatial Rules after implementation,they will be responsible for a Change Order to complete the full set of Spatial Rules requested. 3.3. Data Conversion Scope The following data from the Customer's legacy system has been identified as data needing to be converted to TRAKiT and is included in the services identified in the agreement. During the project, further discussion and discovery will take place and the Customer may request that modifications to the data conversion services scope be performed by SunGard. If the data conversion scope is requested to be modified by Customer, it will become the subject of a separately executed Change Order which will describe changes in scope of work and payment of fees due for such modified hours/pricing. SunGard has included conversion services and pricing in the Agreement for the conversion services outlined below. Deliverable: Electronic transfer(via FTP or email)of converted database;services to develop conversion software for translation; services to perform data conversion;services to install converted data;services to investigate and correct any errors uncovered during conversion balancing and/or system testing.SunGard does not guarantee the quality of the source data received, but makes reasonable effort to convert all data in the original source that it is provided. Applies to: Land data from a single source, historical data in Tidemark database and additional spreadsheets. o Assessor/GIS Connect o Tidemark database o Additional Spreadsheets Requirements and Notes: Customer will: Statement of Work—Rancho Palos Verdes,CA 8 Confidential SUNGARD' PUBLIC SECTOR Connect the Community ***** (1) For GeoData/GIS Conversions: a. Client understands that TRAKiT integration relies on the agency's source data format remaining constant once conversion instructions are provided by the client.Any change to the TRAKiT GIS/GeoTRAK integration that is due to data format changes will be subject to a Change Order. (2) Customer to provide SunGard all tables and files that are necessary for historical data conversion. (3) Customer to provide all necessary files and data to SunGard within thirty(30)days of project commencement date. (4) Customer to sign off on Data Conversion Data Mapping Specification provided bySunGard. a. While minor changes to this Specification are allowed through the testing period at no additional cost,Customer acknowledges that they will thoroughly review the specification document,and that the conversion mapping and methodology is correct to the best of Customer's knowledge. Minor changes include: i. Modifying translation logic for data sources that are included in this document; ii. Converting tables/fields that were previously thought to be unnecessary for conversion, provided those data sources are included in the Specification. b. Major changes will incur an additional cost. Major changes include: i. Requirements to convert additional data sources; ii. Modifications to structure of data sources, including field names or data types; iii. Changes requested after the deadline for issue submission; iv. Fundamental changes to conversion methodology as determined by SunGard. (5) Customer will thoroughly test data converted by SunGard after each delivery and report issues within the timeframes agreed in the Project Schedule. In the event that unplanned data conversion activities are required,then SunGard and Customer will mutually agree on an appropriate change in project cost. 3.4. Integration Scope The Integrations with TRAKiT identified in the Agreement are as further described below. During the project, further discussion and discovery will take place and the Customer may request that modifications to the integration services scope be performed by SunGard. If the integration scope is requested to be modified by Customer,it will become the subject of a separately executed Change Order which will describe changes in scope of work and payment of fees due for such modified hours/pricing. Applies to: Deliver integration to Signature Pad with Permit Form. Deliverable SunGard will install/configure the TRAKiT+ application to interface TRAKiT with the signature model identified below. Customer will use Signature Pad Integration with Permit Form for the ability to collect signatures electronically for permit forms.This eliminates the need to retain the signed paper copy,while keeping the signature on the printed copy for the applicant. Signature Pad Integration: 1. When user prints a"signature"document from PermitTRAK(the permit form)...before the Report viewer window is launched: a. The signature capture software will launch Statement of Work—Rancho Palos Verdes,CA 9 Confidential SUNGARD° PUBLIC SECTOR Connect the Community ** *A b. User will collect the signature from the applicant c. Allow the user to review and re-collect if necessary d. When the user is satisfied and clicks"Continue": i. The image will be captured so it can be included in the report ii. The image file will be deleted after the receipt is generated iii. The image will not be stored on the server e. If the user utilizes the"Print and Attach"feature a copy of the document (including the signature)will be attached to the record. 2. Future attempts to print the permit will prompt for a new signature. SunGard will: 1. Configure up to 2 agency forms to accept the electronic signature. Additional forms are$750. 2. Provide the integration software for signature capture. 3. Assist in the installation of the signature capture software. Agency responsibilities: 1. Purchase, install,and independently support the TOPAZ SYSTEMS Signature LITE Signature CAPTURE PAD for use with the agency's workstations. Applies to: Web Services for City Source 311 Deliverable: Customer would like to license TRAKiT CRM TRAK web services, hosted onthe customer's eTRAKiT server,for exchanging information with the City Source 311 platform.The customer also requires an additional method for updating the status and adding a note to an issue.This is to accommodate in-app changes made by citizens after the initial submission. TRAKiT Web Servers Licensed Methods: getCRMlssueStatus getCRMlssuesNearby getCRMlssueTypes getCRMlssueSubTypes getCRMlssueSubTypesForType getCRMlssueStatusTypes AddCRMlssue upd ateCRMlss ueStatus SunGard will perform all work remotely. Applies to: Provide API for digital plan markup for Bluebeam. Deliverable: SunGard will integrate with the Bluebeam software using standard scripting(bFX and bAX file formats). Customer will license Bluebeam Revu Standard. Customer will use Bluebeam for markup/annotation purposes of any submitted plans. Statement of Work—Rancho Palos Verdes,CA 10 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *kith 1) Plans can be submitted either in-person by customer or via the eTRAKiT portal. a. After a submittal through eTRAKiT,the user will see the attachment(PDF)forviewing within TRAKiT. b. New reviews will be created within TRAKiT and assigned to specific Reviewers for follow-up during the initial application intake process of eTRAKiT. c. When the user is reviewing,they will see any corresponding attachments in TRAKiT. 2) Viewing and opening attachments in TRAKiT. a. Only applies to PDF document submittals. b. TRAKiT user will see a button next to any PDF documents allowing the user to"Open in Bluebeam." i. Bluebeam Revu must be installed on the Customer user's workstation for Bluebeam software to open. c. Attachment will be sent to Bluebeam and opened on the user's workstation. d. User will markup, comment,and annotate within Bluebeam Revu software. e. User will use"Save"function to save their work back to TRAKiT's attachments. i. TRAKiT application must be accessible to the user's Intranet. Or the TRAKiT Application server must be exposed to the internet for post-back. ii. Comments, markups, and annotations will remain within Bluebeam software and not copied back into TRAKiT. f. Multiple departments are able to work on the same plans simultaneously and save comments separately. i. Standard notes from TRAKiT will not incorporate with Bluebeam Revu.These would need to be exported and imported to each user's desktop as a Toolkit component if required. 3) Resubmittals of plans from customer will be stored in the TRAKiT attachments. a. TRAKiT user will see a checkbox next to each attachment and a button, "Copy Previous Revisions,"allowing the prior comments from a previous iteration to be copied onto the newest plan set. b. The PDF will then be opened in Bluebeam Revu for editing/confirmation of previously noted issues. c. User can use Bluebeam's statuses to determine which issues have been resolved,or are still pending. 4) Compare between two(2) PDF versions. a. TRAKiT user will see a checkbox next to each attachment and a button for"Compare," opening both versions into Bluebeam Revu. Statement of Work—Rancho Palos Verdes,CA 11 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *Mr** b. Both PDFs will appear in a side panel within Bluebeam. User will see the following details within the panel: i. Attachment names ii. TRAKiT logo iii. Permit/Project# iv. Record Description c. User will then select"Overlay"function in Bluebeam to compare the two PDFs. 5) Permit Technician/Project Owner will have function to flatten and finalize plans via Bluebeam Revu. Applies to: Deliver integration to Laserfiche Document Management System. Deliverable: Real-time exchange of attachments moved from TRAKiT into Laserfiche's storage. SunGard standard Laserfiche integration.Customer will ensure that the product/license is up to date to take advantage of SunGard's integration. Applies to: Provide'Platinum Merchant'Cashiering suite services. Deliverable: Platinum level Cashiering suite includes the following cashiering components. :a)eTRAKiT credit card acceptance, b)eTRAKiT eCheck acceptance,c)Credit card reader(chip/pin), d) Credit card reader signature capture,e)Credit card reader Debit card acceptance,f)Credit card reader NFC collection,or g)Cash drawer integration w/APG Series4000. Supported payment vendor gateways not listed will incur an additional cost. Payment gateway must be specified within 60 days of contract execution.Standard payment vendor gateways include the following: a. Authorize.NET b. USA ePay c. Virtual Merchant d. PayFlowPro(PayPal) Requirements and Notes: SunGard is not responsible for the applicable third party software,third party hardware,third party system software or third party services costs which may be required for the configuration of the interfaces described or any additional costs that the third party might require for the integration to be successful. The Customer is responsible for any necessary communications with third party vendors, if necessary,to accomplish the Interface scope in this SOW.This includes notifying third party vendors of their intent to interface products and the projected timelines for implementation.SunGard is not responsible for delays caused by third party readiness. 3.5. Modification/Enhancement Scope The Customer does not have any Component System Software modifications or system customizations in scope for this project. If Component System Software modifications or customization needs are identified during the project,the Customer and SunGard will follow the scope change process identified in this SOW which will describe additional scope of work and payment of fees due for such additional hours/pricing. Statement of Work—Rancho Palos Verdes,CA 12 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *inbtrk 3.6. Forms and Reporting Scope The following forms, reports,and routines have been identified and included in the agreement as further described below. Deliverable: SunGard will provide services as outlined in the agreement for custom report modifications. Deliverable: Provide one hundred (100)standard reports from TRAKiT's library,along with the following standard libraries: o Permit Library includes a standard Permit Form,Certificate of Occupancy, Receipt, Invoice, and Inspection Results Letter. o Enforcement Library includes two (2)standard Violation Letters. o Plan Corrections Library includes a standard Plan Correction Notice and a standard Planning Commission Staff Report. o License Library includes a standard License and two(2)standard Renewal License Notices. Deliverable: SunGard will provide services as outlined in the agreement for custom form modifications. Requirements and Notes: (1) 20 hours of Custom forms and 20 Hours of Custom reports are included,as outlined in this agreement. Specifications must be identified and signed off no later than the initiation of the Testing Phase of project,or as defined by the agreed Project Plan. (2) Customer to provide information regarding fee formulas,usage, permit and project forms. (3) Sign off on forms/reports specification provided by SunGard: a. While minor changes to specifications are allowed through the testing period at no additional cost, Customer acknowledges that they will thoroughly review the specification document, and that the format and content is correct to the best of Customer's knowledge. Minor changes include: i. Modifying form/report logic for data sources that are included in the specification; b. Major changes may incur an additional cost as defined by SunGard. Major changes include but are not limited to: i. Requirements to reformat the report after final form delivery; ii. Modifications to the structure of content being displayed; iii. Changes requested after the deadline for issue submission; iv. Fundamental changes report format/content as determined by SunGard. 3.7. Installation Services Scope The SOW describes below the installation services identified in the Agreement.These services include the following: • Installation of two (2)instances of TRAKiT to be completed. • There will be one(1) initial installation and a copy will be taken to create the second instance(TEST account) prior to the client's go-live event. Statement of Work—Rancho Palos Verdes, CA 13 Confidential SUNGARD° PUBLIC SECTOR Connect the Community • SunGard will complete all installation remotely. Requirements and Notes: (1) SunGard and the Customer will mutually agree on the dates and schedule for the installation and other services in this area. (2) SunGard does not configure or install any hardware,or provide IT support for other software(e.g.SQL server,SSRS,etc.)that exists in the client's environment. 3.8. Training, Configuration,and Testing Scope SunGard includes training,Configuration,and Testing as outlined in the Agreement and further described below. Discovery Phase Deliverable: Provide web conferencing training,Onsite Meetings,and Remote Reviews as outlined in the agreement. Deliverable: Customer to complete configuration workbooks provided by SunGard.The workbooks are designed to assist SunGard in capturing the Customer's business processes and requirements.SunGard will use a combination of the workbooks and information gathered during meetings to set up and configure the software. Configuration Phase Deliverable: Provide remote configuration of TRAKiT software as outlined in the agreement and as specified by the client workbooks. Testing Phase Deliverable: Provide Onsite training,Onsite Meetings,and Remote Configuration as outlined in the agreement. Education Phase Deliverable: Conduct on-site, hands-on End User training at Customer office as outlined in the agreement. Class size is limited to eight(8)students per day. Deliverable: Provide a 2 day System Administrator training for up to two(2)Customer staff during scheduled training at SunGard designated facilities.SunGard provides training guides and user manuals as part of training. Deliverable: Provide a 3 day Report Writing training for up to two(2) Customer staff during scheduled training at SunGard designated facilities.SunGard provides training guides and user manuals as part of training. Statement of Work—Rancho Palos Verdes,CA 14 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *kir** Launch Phase Deliverable: Provide onsite go live assistance at Customer's office as outlined in the agreement. Requirements and Notes: 1. Onsite means at Customer's facilities 2. Remote means from SunGard facilities 3. Completed workbook must be received by SunGard prior to the start of the configuration phase 4. Stages and Milestones 4.1. Kickoff/Review Begins: Contract Execution Ends: Workbook completion and 3rd party integrations sign-off by Customer and SunGard and all data/documentation provided by Customer Description: This stage of the project involves discussing and documenting how the business processes and systems will function. It will include meetings, both in person and remote, between the SunGard PM and Customer team.The Customer will fill out workbooks based on discussions and guidance from SunGard.The SunGard PM will be the Customer's main point of contact, and is responsible for the overall design of the system.SunGard's data conversion team will work with Customer staff to map and document data to be migrated intoTRAKiT. During this stage of the project,SunGard will create a project plan.This project plan will outline tasks,SunGard resource roles,Customer resource roles,duration, dependencies and start/end dates throughout the project. It will be used to help the Customer plan its own internal task scheduling as well as provide shared visibility into timelines as the project progresses.SunGard will be responsible for updating the project plan each week following a status update call with the Customer. Primary Responsibilities for Customer: - Communicate project goals,value,schedule internally - Assist in developing project schedule/milestone dates - Purchase/install system infrastructure and provide appropriate access(VPN,etc.) - Ensure that all appropriate subject matter experts participate in all relevant discussions - Provide process flows,source data,and documentation in a timely manner - Make informed business decisions in a timely manner - Complete workbooks with assistance from SunGard - Provide contact information for any relevant 3rd parties Statement of Work—Rancho Palos Verdes,CA 15 Confidential SUNGARD' PUBLIC SECTOR Connect the Community * Primary Responsibilities for SunGard: - Conduct kick-off meeting with Customer. - Install base software with demonstration data - Creation and maintenance of shared project plan - Organize and lead design sessions with Customer.A permitting consultant and expert on TRAKiT software, provide guidance on best practices,changes to increase efficiency,and challenge Customer's current processes and way of thinking. - Document TRAKiT configuration requirements,functionality and workflow - Document interface requirements/mappings - Services to be provided do not include hardware 4.2. Configure Begins: Workbook completion and 3rd party integrations sign-off by Customer and SunGard and all data/documentation provided by Customer. Ends: Customer acknowledgement on Testing Begins letter. Description: SunGard will be responsible for configuring TRAKiT,while the Customer will be responsible for coordinating any 3rd party vendors and developing any documentation required for system testing.All communication between the Customer and SunGard in this stage is anticipated to be done remotely.The SunGard PM will be the Customer's primary contact with other SunGard resources utilized as-needed. Primary Responsibilities of Customer: - Coordinate configuration/development of any 3'd party vendors - Develop standard operating procedure(SOP)documentation - Develop testing and training plan - Participate in weekly status calls Primary Responsibilities of SunGard: - Perform agreed-upon configuration/data conversion - Provide customer with sample standard SOP documentation - Coordinate additional information from Customer as needed - Lead weekly status calls with Customer - Maintain shared project plan 4.3. Test/Initial Training Begins: Customer acknowledgement on receipt of Testing Begins letter. Ends: Customer acknowledgement on Testing Ends Letter. Statement of Work—Rancho Palos Verdes,CA 16 Confidential SUNGARD' PUBLIC SECTOR Connect the Community > Description: This stage of the project will begin with a SunGard training expert coming onsite to perform Power User training with Customer staff.The Customer will then begin its testing process, notifying SunGard as issues/questions arise.There will be remote communication between the Customer and SunGard PM regarding issues and their resolution,with a shared portal so that all team members have visibility to the complete list.SunGard will provide revised delivery(s)for configuration and data integration as needed.During this stage,the Customer will also be testing integration with other 3rd party systems.The Customer will be responsible for communicating issues/resolution with all relevant vendors.The SunGard PM will remain the Customer's main point of contact, but this stage will likely see increased involvement from other SunGard team members for testing support. Primary Responsibilities of Customer: - Provide key staff availability and appropriate facilities for training and testing - Execute all phases of testing plan, including 3`d party integration - Provide constructive,detailed feedback to SunGard based on testing results - Coordinate issues/resolution to 3`d party vendors - Amend training plan/SOPs as needed - Participate in weekly status calls - Participate in system administration and report writing training at SunGard facilities in San Diego,CA - Lead end-user training sessions Primary Responsibilities of SunGard: - 56 hours of User training for 8- 10 Power Users for Testing - Assist Customer with questions/issues on as-needed basis - Provide issue tracking portal for team member visibility to issues/status/resolution - Provide iterative configuration/data conversion deliveries based on testing feedback and issues entered in the issue tracking portal - Lead weekly status calls with Customer - Maintain shared project plan 4.4. Final Training/Go Live Begins: Customer acknowledgement on completed Testing Ends letter. Ends: Customer sign-off of completed post go-live follow-up visit from SunGard and any outstanding systems issues clearly identified. Description: This stage of the project involves using the system in production. The Customer and SunGard will agree upon a go-live week during which the Customer will cease use of the legacy system and will begin using TRAKiT for production use. Immediately prior to go-live,SunGard and the Customer will perform data conversion from legacy system(s) into TRAKiT. During data Statement of Work—Rancho Palos Verdes,CA 17 Confidential SUNGARD' PUBLIC SECTOR Connect the Community AAAA. conversion,the Customer understands that services on legacy software may need to be suspended or operations be continued in an alternative manner. The Customer will begin production use of TRAKiT with the SunGard PM onsite for support. Although other SunGard team members will likely be involved with support tasks and the resolution of issues,the SunGard PM will continue to be the Customer's main point of contact throughout Go-Live until the system stabilizes and all issues are resolved.A follow-up visit is performed by the SunGard PM roughly 45 days after go-live.The purpose of this visit is to analyze system performance and usage by Customer staff,and to provide any suggestions or facilitate configuration changes that would improve attainment of the Customer's goals. Primary Responsibilities of Customer: - Coordinate historical data conversion with SunGard - Coordinate internal and external communication of Go-Live plan and potential business impacts - Provide staff availability for 96 hours of on-site end-usertraining - Follow standard operating procedures - Provide staff availability for rapid issue response - Work collaboratively with SunGard team to rapidly solve any production issues as they occur Primary Responsibilities of SunGard: - Convert historical data prior to go live - Provide 24 hours of onsite go-live support - Work collaboratively with Customer team to rapidly solve any production issues as they occur - Provide issue tracking portal for team member visibility to issues/status/resolution - Lead weekly status calls with Customer - Maintain shared project plan - Perform follow-up visit - Provide system administration training at SunGard facilities Statement of Work—Rancho Palos Verdes, CA 18 Confidential SUNGARD' PUBLIC SECTOR Connect the Community 5. Implementation Approach 5.1. Data Conversion Approach Data conversion development is the joint responsibility of the Customer and SunGard.Customer will be responsible for extracting data from the legacy system.SunGard will be responsible for importing the data conversion files received from the Customer into TRAKiT using standard imports(where available)or conversion programs. When SunGard is engaged to write a data conversion via a conversion program,the process flows as outlined: Task SunGard Role Customer Role Validate conversion scope Provide input on Customer to provide input scope and advise and requirements for data Customer on best conversion practices related to converting data Discovery call between the Customer and the Data Conversion Lead Task Participate in discovery Specialist assigned to write the data conversion program. and make decisions During call,specifics of the task are discussed so that both parties have a full understanding. Provide to SunGard all tables and files that are necessary for Provide FTP or other Provide data historical data conversion. agreed upon secure method for transfer of data Specifications are created by the Data Conversion Specialist Develop Specifications Provide input and answer and sent to the Customer questions if necessary Customer reviews and signs specifications Revised specifications Review Specifications and as necessary provide feedback Complete data conversion checklists.Client and SunGard will Complete data Provide data from Legacy compile separate checklists that will be compared at data conversion checklists system in SunGard delivery and compare to client required formats,and checklist complete data conversion checklist Deliver data and data conversion checklists for testing.Walk Deliver data and None the customer staff through testing data conversion completed data conversion checklist Tests results and reports any discrepancies Supports the Test and validate data Customer Testing converted data SunGard Data Conversion Specialist adjusts conversion Adjust Conversion None program and delivers data Program Steps 8 and 9 are repeated until sign off in step 11. - - Customer signs off on completion None Sign Off Requirements and Notes 1) The Customer is responsible for validating all data once it is converted into TRAKiT Statement of Work—Rancho Palos Verdes,CA 19 Confidential SUNGARD" PUBLIC SECTOR Connect the Community **ir** 2) Customer will provide Subject Matter Experts that are familiar with existing data structures in the legacy system to assist with the conversion process and clean all data and extract data from legacy to comply with SunGard file layouts. 3) The Customer resources will provide the resources to assist with legacy data,data mapping and data validation. 4) The Customer will be responsible to get the legacy data "conversion ready", meaning it is clean (duplicates, typos, missing information,etc. have been corrected)and in a format that SunGard can read for import purposes(Excel spreadsheet,for example). 5.2. Interface Approach Interface development is the joint responsibility of the Customer and SunGard.Customer will be responsible for interface development work to/from existing legacy systems.SunGard will be responsible for interface development work to/from the TRAKiT system. When SunGard is engaged to create an interface program for following process will be followed: Task SunGard Role Customer Role Validate Interface Scope Provide input on Provide input scope and advise Customer on best practices related to interfaces Discovery between The Customer and the Developer assigned to Lead Task Participate in write the interface.Specifics of the interface are detailed so that both discovery and make parties have a full understanding. decisions Specifications are created by the Interface Developer and sent to the Create Provide input and Customer specifications answer questions if necessary Customer reviews and signs specifications Revise Review Specifications as Specifications necessary Developer creates interface and delivers to the Customer along with Create interface Provide SME to documentation of interface. and deliver to the answer questions if Customer necessary Customer Staff tests results and reports any discrepancies Answer any Review interface, questions from test results and Customer as provide feedback to testing is executed SunGard Developer adjusts interface based on the Customer feedback and re- Revise interfaced None delivers along with updated interface documentation. report as necessary Steps 6 and 7 are repeated until sign off in step 9. - - Customer signs off on completion None Provide Sign Off Requirements and Notes Statement of Work—Rancho Palos Verdes,CA 20 Confidential SUNGARD' PUBLIC SECTOR Connect the Community irk*** 1) The Customer is responsible for validating all data transferred into TRAKiT and data transferred from TRAKiT to another application 2) Customer will provide Subject Matter Experts that are familiar with existing data structures in the legacy system to assist with the interface process. 3) The Customer resources will provide the expertise in 3rd party data,data mapping and data validation. 5.3. Reports Approach When SunGard is engaged to write reports SunGard and the Customer will use the following approach. Task SunGard Role Customer Role Create Scoping Document Provide input on Define initial report scope and advise and requirements Customer on best practices related to reports Discovery between The Customer and the Project Manager.Specifics Participate in Document of the report are detailed so that both parties have a full discovery and make specifications understanding. decisions Specifications or current report samples are created by the Customer Develop Provide input and and sent to SunGard specifications and answer questions if send to Customer for necessary review SunGard and Customer reviews and signs specifications Review specifications Revise Specifications and provide feedback as necessary Report Writer creates report and delivers to the Customer Create report Provide SME to answer questions if necessary - Customer Staff tests results and reports any discrepancies Answer any questions Review and test from Customer as report.Provide testing is executed feedback to SunGard SunGard Report Writer adjusts report based on the Customer Revise Report(if None feedback and re-delivers. necessary) Steps 6 and 7 are repeated until sign off in step 9. Customer signs off on completion SunGard Role Provide Sign Off Requirements and Notes: Customer will provide written specifications and or current samples for all reports SunGard has agreed to develop. Statement of Work—Rancho Palos Verdes,CA 21 Confidential SUNGARD' PUBLIC SECTOR Connect the Community * 5.4. Forms Creation Approach When SunGard is engaged to develop custom Forms,SunGard and the Customer will use the following approach. Task SunGard Role Customer Role Validate Forms Scope Provide input on scope Define initial Forms and advise Customer and requirements on best practices related to Forms Discovery between the Customer and the Project Manager. Document forms Participate in Specifics of the Workflow are detailed so that both parties have a specifications meetings and make full understanding. decisions Specifications are created by the Project Manager and sent to Develop specifications Provide input and Customer and delivery to answer questions if Customer necessary The Customer reviews and signs specifications Revise Specifications as Review and provide necessary feedback on specifications SunGard Form Developer creates Forms and delivers to the Create forms Provide SME to Customer answer questions if necessary Customer staff tests results and reports any discrepancies Answer any questions Test forms from Customer as testing is executed SunGard Form Developer adjusts Forms based on Customer Adjust forms based on None feedback and re-delivers. Customer feedback Steps 6 and 7 are repeated until sign off in step 9. Customer signs off on completion SunGard Role Provide Sign Off Requirements and Notes: Customer will use one of SunGard's standard formats. If SunGard standard format does not meet requirements the Customer can have a custom formed created at additional expense. Statement of Work—Rancho Palos Verdes,CA 22 Confidential SUNGARD' PUBLIC SECTOR Connect the Community AAAAA 5.5. Consulting, Configuration,and Testing Approach SunGard Training,Consulting,and Configuration are broadly defined by the below approach. Task SunGard Role Customer Role Customer will complete configuration Workbooks supplied by Provide Workbook Complete SunGard.The Workbooks are designed to provide SunGard staff and support the Workbooks with the Customer business requirements to assist with set up Customer as they and configuration. complete SunGard staff will lead and participate in all phases of the Lead and Participate in the project to make sure the Customer can effectively use TRAKiT participate in all project phases of the project SunGard will assess via Business Process Review the Customer's Provide thorough Provide business business practices and make recommendations in the best business process requirements and practice use of TRAKiT.These recommendations will be used to review and make describe current guide the use and configuration and use of TRAKiT recommendations business processes and practices SunGard will train core users on all aspects of TRAKiT so they Train core users on Participate in all have adequate knowledge to support and use the software all aspects of training effectively TRAKiT SunGard will supply configuration options(as necessary) based Supply Make configuration on the Customer's business practices configuration decisions options SunGard will work with and train the Customer on the set up Train Customer on Participate in all and configuration of TRAKiT set up and necessary set up configuration and configuration Customer will actively test all configured components of TRAKiT Support Customer Test and report all after system is set up and configured by SunGard during testing discrepancies to phase SunGard Requirements and Notes: 1) Prior to the Business Process Review the Customer is to provide business process workflow and corresponding reports/forms used in daily activities.Sessions are divided among various Departments implementing TRAKiT. 2) Customer will create and document a testing plan prior to the beginning oftesting. 3) Staff with the appropriate skills and experience will be furnished by SunGard Public Sector for each Consulting Session or other review activities,whether onsite or conducted remotely. 4) Customer will actively participate in all training,consulting,and configuration ofTRAKiT 5) The Customer will supply SME's in all areas of the software and will provide information to SunGard consultants on business processes, policy,and information in order to set up and configure all areas of TRAKiT. 5.6. Training Approach and Knowledge Transfer SunGard will train both the Customer Core Functional users and End Users as part of this project. Statement of Work—Rancho Palos Verdes, CA 23 Confidential SUNGARD* PUBLIC SECTOR Connect the Community ***irk Core Team Training:SunGard Public Sector will conduct training for the core project team.The following areas are the types of training SunGard will conduct with the Customer's core project team. Training Descriptions Descriptions Module overviews SunGard staff gives the Customer an overview and understanding of all the modules in TRAKiT which are part of this SOW. TRAKiT Navigation Training Basic navigation on the user interface in TRAKiT Security Training SunGard will train the Customer on all aspects of how to set up and use the Security components in TRAKiT. Customer is responsible for overall Security set up and configuration after training. TRAKiT Module Configuration and Unit SunGard completed the set-up of TRAKiT and does initial testing. Testing Process Training Once TRAKiT is set up,data is converted,and the Customer core team has been trained the Customer will fully test.SunGard will train the Core Project Team on how to create and process records using the TRAKiT software.This will prepare the team to conduct testing and to start getting prepared for end user training. End-User Training SunGard will train end-users assigned by the Customer.Training will be in a classroom environment and will be formally completed after testing is completed and before go live. Statement of Work—Rancho Palos Verdes,CA 24 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *r**F 6. Project Governance Project Staffing The following list provides an overview of committees and positions for SunGard and the Customer. Final responsibilities and team members are identified during the implementation-planning phase of the implementation. 6.1. Customer of Rancho Palos Verdes, CA Staffing Project Sponsor The Customer's project sponsor provides support to the project by allocating resources, providing strategic direction,communicating key issues about the project and the project's overall importance to the organization.The project sponsor will be involved in the project as needed to provide necessary support, oversight,and guidance, but will not participate in day-to-day activities.The project sponsor will empower the steering committee to make critical business decisions for the Customer. Executive Steering Committee The Customer's Steering Committee will understand and support the cultural change necessary for the project and foster throughout the organization an appreciation of the value of an integrated ERP system.The Steering Committee oversees the project team and the project as a whole.Through participation in regular meetings the Steering Committee will remain updated on all project progress, project decisions,and achievement of project milestones.The Steering Committee will also provide support to the project team by communicating the importance of the project to each member's department along with other department directors in the Customer.The Steering Committee is responsible for ensuring that the project has appropriate resources, providing strategic direction to the project team, and is responsible for making timely decisions on critical project or policy issues.The Steering Committee also serves as primary level of issue resolution for the project. Project Manager The Customer's project manager will coordinate project team members, subject matter experts,and the overall implementation schedule.The Project Managers will be responsible for reporting to the Steering Committee and providing the majority of the Customer's change management communications and coaching. The project manager will also be the primary point of contact for the project and will coordinate all SunGard activities with the SunGard project manager. Project Core Functional Team Leads Project team members will be the core functional leads for each area in the system.The project team members have detailed subject matter expertise and are empowered to make appropriate business process and configuration decisions in their respective areas. The Project Team is tasked with carrying out all project tasks described in the Statement of Work including planning, business process analysis, configuration,documentation,testing,training, and all other required Customer tasks.The Project Team will be responsible for and empowered to implement the new system in the Statement of Work—Rancho Palos Verdes, CA 25 Confidential SUNGARD" PUBLIC SECTOR Connect the Community AAAAA best interests of the Customer consistent with the project goals, project vision,and direction from the Project Manager and Steering Committee. Requirements and Notes: 1) The Customer may have multiple staff providing the roles outlined above 2) Skill type is for example purposes only and does not reflect the actual positions at the Customer. 6.2. SunGard Public Sector Staffing Project Management Organization(PMO) • Provide support to Project Managers in reporting project progress to Steering Committee as necessary • Approve and sign off on any material changes to project scope or staffing changes. Project Manager • Fulfill Go Live dates • Support the Customer Project Manager in monitoring and reporting overall implementation progress (duties of both the Customer and SunGard) • Monitor and report progress on SunGard's responsibilities • Immediately notify the Customer Project Manager and Project Sponsor/Steering Committee of any issue that could delay the project • Fulfill all SunGard project deliverables outlined in the SOW. • Provide SunGard Staff according to the project plan • Facilitate coordination between all SunGard departments • Monitor the schedule and make course corrections as necessary. • Serve as the point person for all project issues. (First escalation point) • Prepare weekly status along with weekly project call or meeting • Provide issue resolution status,tracking,and procedures Functional Leads and Trainer(Project Manager,Consultants, Developers,and Technical resources) • Work with the Customer SMEs to design and configure the functional components ofthe TRAKiT system for optimal long-term use. • Lead the TRAKiT software configuration with assistance from the Customer's Functional Leads. • Assist with the resolution of issues • Trains the Customer core group during the configuration of software • Create and deliver data conversion programs according to Customer specification and this Statement of Work • Create and deliver interface programs according to Customer specification and this Statement of Work • Create and deliver Reports according to this Statement of Work Statement of Work—Rancho Palos Verdes,CA 26 Confidential SUNGARD' PUBLIC SECTOR Connect the Community *SEA 7. Project Management SunGard's Project Work Plan will consist of the following tools and will be maintained throughout the project. 7.1. Project Schedule Working with Customer's Project Manager, SunGard will create an initial,detailed project schedule encompassing the full scope(all phases, including third party activities)of the project within 60 days after contract signing.The Customer's project manager will provide feedback on the project schedule to finalize the project plan timeline. The Project Plan will contain: • All project's activities and tasks • Dates of project activities and tasks • Specific resources assigned to project tasks • All Milestones and Deliverables • Task dependencies(if applicable) 7.2. Agendas SunGard's project manager will provide a project schedule as part of the work plan.The schedule will outline the planned SunGard onsite visits for SunGard staff.Agendas for all work sessions will be provided by the SunGard Project Manager at least 1 week prior to any on-site meeting.Agendas will include: • Meeting objective • Detailed tasks to be performed • Recommended participants • Detailed schedule breakdown of meeting topics • Resources required for each meeting. 7.3. Status Meetings SunGard and the Customer will hold at minimum a bi-weekly meeting on a schedule to be determined. A regular status meeting with the core project team members including the SunGard and Customer Project Managers.Topics to include. • Project plan • Discuss current activities • Action items from the last meeting • Project Issues and Risk log • Milestone or Deliverable The Customer Project Manager and Steering Committee should participate in status meetings on a bi-weekly basis.Topics to include. Statement of Work—Rancho Palos Verdes,CA 27 Confidential SUNGARD' PUBLIC SECTOR Connect the Community irk* • Project Overview and Status • Critical issues impacting the project • Decisions needing steering committee assistance • Milestone or Deliverable approval 7.4. Status Reports SunGard's project manager will prepare status reports on a weekly basis for the duration of the project.Status reports will be used to communicate key project information to the Customer's Project Manager and Steering Committee. Reports are to include: • Project Status • Summary of accomplishments • Late Overdue items • Status of key milestones deliverables • Project timeline • Issues/Risks • Project Budget 7.5. Issues Log SunGard and Customer will maintain a list of issues(both open and closed)that have been identified for the project.Any project risks, key decisions, issues, disputes,or late tasks shall be identified on the Issues Log. Both Customer and SunGard project managers and project team members are responsible for adding items to the issues log. For each identified issue,the following information will be captured: • Issue Number • Reported by/date • Status(i.e. new,open,closed,pending) • Component unit/Business Process • Priority • Issue • Comments • Findings • Recommendations • Resolution Assignment • Date Tested (if applicable) • Date Closed (if applicable) The Customer and SunGard project managers will review the Issues Log as part of regularly scheduled project management meetings or more frequently as required.Once the issue has been assigned,the appropriate project team member(s)are responsible for completing the assigned follow-up tasks and resolving the issue by the assigned due date. The Customer Project Manager or the SunGard project manager may choose to escalate and issue following the issue resolution process defined in this SOW. Statement of Work—Rancho Palos Verdes,CA 28 Confidential SUNGARD' PUBLIC SECTOR Connect the Community **iic*At Items directly related to TRAKiT will be logged with SunGard's Helpdesk,and tracked in the case system. 7.6. Deliverable and Milestone approval The Customer will review, approve and provide written sign-off for all Deliverables and Milestones identified in Appendix 1 of the SOW by following the below process: 1. SunGard will submit in writing to the Customer a Deliverable or Milestone completion form foreach completed Deliverable or milestone. 2. The Customer will identify in writing any required changes,deficiencies,and/or additions necessary,within ten (10) business days of receipt of the form for each completed Deliverable or Milestone. If SunGard does not receive a signed completion form within ten (10) business days and the Customer has not requested additional review time,the Deliverable or Milestone will be deemed accepted. 3. SunGard and the Customer will work together to review Deliverable and Milestones which are not approved and create a plan to address.When the Deliverable has been updated or the Milestone achieved a revised form will be submitted.The Customer will then review the Deliverable or Milestone and provide any additional comments on any required changes, deficiencies,and/or additions necessary within ten (10) business days of receipt of the updated completion form.This process will be repeated until the Customer grants approval and signoff on the Deliverable or Milestone. 4. In all instances,the terms of section 2.2 will apply in that should substantial changes occur that affects the negotiated project timeline,SunGard may provide the Client with a Change Order for additional services to extend the project timeline. Upon approval of the Deliverable or Milestone,the Customer Project Manager will sign the completion form and shall return it to SunGard's Project Manager. Statement of Work—Rancho Palos Verdes,CA 29 Confidential SUNGARD° PUBLIC SECTOR Connect the Community foln AA 8. Change Requests and Changes to this Scope of Work The Customer and SunGard may request a change to this scope of work by following the process outlined in this section. Either party may request changes in scope.Such a request is honored by the parties only if it becomes a formal Change Order. The change order will provide sufficient detail including the following. • Detailed description of resources(both Customer and SunGard) required to perform thechange • Specifications if applicable • Implementation Plans • Schedule for completion • Verification and Approval criteria • Impact on current milestones and payment schedule • Additional milestones(if applicable) • Impact on project goals and objectives • Price Either SunGard or Customer management may propose a change by submittal of a Change Request to the other party.The other party has ten (10) business days(or as mutually agreed upon)to determine whether it agrees to the Change Request. If both parties agree to the Change Request,the change will become a Change Order documented and signed by both parties. If agreement to pursue a Change Order does not occur in ten(10) business days of the initiation of the Change Request(or as mutually agreed upon), it is assumed that the Change Request has been rejected and any remaining issues will be identified on the Issues Log and/or follow the Dispute Resolution process identified in Section 9.3. Statement of Work—Rancho Palos Verdes, CA 30 Confidential SUNCARD' PUBLIC SECTOR Connect the Community ***ft 9. Implementation Schedule, Timeline, Scope Clarification & Miscellaneous Items 9.1. Implementation Schedule Specific project dates will be mutually determined upon execution of the contract and will be maintained in the Project Plan. 9.2. Facility Requirements SunGard recommends the following facilities be available for the entire life cycle of the project. 1. The Customer will provide an adequate workspace for each onsite SunGard Public Sector consultant, with access to a desktop workstation, network, and close proximity to the Customer Project Team.Adequate breakout and conference space will also be provided. 2. When SunGard Public Sector is onsite, the Customer Project Team should ideally be located near the SunGard Public Sector project members to facilitate good communication and coordination amongst the team members. 3. Customer to provide classroom space,workstations,and networked access to the server for all on-site classes at Customer facilities. If Customer does not have hardware for conducting training,then SunGard can provide onsite laptop labs for an additional cost. 9.3. Dispute Resolution Procedures The Customer and SunGard should anticipate challenging issues to arise throughout the implementation process due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion,the Customer and SunGard will utilize the following Dispute Resolution Procedure: All communication regarding the project should be directed to SunGard and Customer's Project Manager in order to maintain consistent communication between the parties.Scheduled weekly calls/meetings will be maintained between the SunGard Project Manager and the Customer's Project Team (including the Customer's Project Manager). All issues or concerns will be discussed actively and openly between SunGard's Project Manager and the Customer's Project Manager. If issues begin to interfere with the progression of the implementation project, the Customer and/or SunGard should escalate challenges to SunGard management in the sequence below,as needed: Contact Phone E-mail Timothy Pease–Mgr., Professional Services 407-304-3938 timothy.pease@sungardps.com Jodie Kubiak–Sr. Mgr., Professional 407-304-3451 jodie.kubiak@sungardps.com Services Nathan Hershkowitz—V.P.SunGard PS 858.451.3030 nathan.hershkowitz@sungardps.com Tom Amburgey—V.P.SunGard PS 407.304.3022 tom.amburgey@sungardps.com Mike Borman—CEO SunGard PS 407.304.3019 mike.borman@sungardps.com Statement of Work–Rancho Palos Verdes,CA 31 Confidential SUNGARD4 PUBLIC SECTOR Connect the Community *Aft Escalation to Customer Management Team should be as follows: Daniel Landon—IT Manager 310-544-5311 dant@rpvca.gov Gabriella Yap—Deputy City Manager 310-544-5203 gyap@rpvca.gov Doug Willmore—City Manager 310-544-5202 dwillmore@rpvca.gov Statement of Work-Rancho Palos Verdes,CA 32 Confidential