CONTRACT 5686 Vender Agreement CLOSEDDocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
SUPERION
Agreement No. 5686
0. CENTRALS
COMPANY
Solutions Aareement
This Solutions Agreement ("Agreement"), effective December 26, 2019 (the "Effective Date"), is entered into
between Superion, LLC, a Delaware Limited Liability Company ("Company") and City of EI Segundo
("Customer"), together with Company, the "Parties", and each, a "Party".
WHEREAS, Company licenses and provides
access to software applications ("Solutions")
for its customers and also provide
maintenance, support, migration, installation
and other professional services; aPA Authorized Signature
WHEREAS, Customer desires to license
and/or gain access to certain Solutions and/or
receive professional services described
herein, and the Company desires to grant and
provide Customer license and access to such
offerings as well as to support them with
professional services, subject to the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants, terms, and conditions set
forth herein, and for other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged by the duly
authorized signature of their representative
herein, the Parties intending to be legally
bound, agree to all of the following provisions
and Attachments of this Agreement:
By: Scott Mitnick
Title: City Manager
350 Main Street
EI Segundo, CA, 90245
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APPROVED AS TO FORM:
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for
By: Mark D. H
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Title: City Attorney
Date: I Z�-7 I
ATTESTATION:
aver
itle: City Clerk
1000 Business Center Drive
Lake 'Mary, FL 32726
DocuSigned by:
Sa, UaMaln ln,
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81171 DEF05564F5 .
Name: Lisa Neumann
Title: Controller
Date: November 14, 2019
Term.
1.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in
effect for five (5) years from such date unless terminated earlier pursuant to any of the Agreement's
express provisions (the "Initial Term").
1.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms
unless earlier terminated pursuant to any of the Agreement's provisions (a "Renewal Term" and,
collectively, with the Initial Term, the "Term").
1.3. Non -Renewal. Either party may elect to end renewal of the contract by issuing a notice of non -renewal,
in writing, to the other party six (6) months prior to the expiration of the current contract term.
This Agreement is broken down in to the following two sections:
SECTION I: Professional Services Terms
SECTION II: Grant of Access, Licenses, Support & Maintenance and General Terms & Conditions
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
SECTION I
Agreement No. 5686
r PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
SUPERION, LLC
This AGREEMENT is made and entered into by and between the CITY OF EL
SEGUNDO, a municipal corporation and general law city ("CUSTOMER") and
SUPERION, A Delaware Limited Liability Company ("COMPANY"). The parties agree as
follows:
A. As partial consideration, COMPANY agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, COMPANY and CITY agree to abide by the terms
and conditions contained in this Agreement;
C. As additional consideration, CUSTOMER agrees to pay COMPANY a sum not
to exceed Six Hundred Eighty Three Thousand Six Hundred and Forty Two
dollars ($683,642.00) for COMPANY's services. CUSTOMER may modify this
amount as set forth below. Unless otherwise specified by written amendment
to this Agreement, CUSTOMER will pay this sum as specified in the attached
Attachment 'A" which is incorporated by reference.
2. SCOPE OF SERVICES.
A. COMPANY will perform services listed in the STATEMENT OF WORK below
in this Section II.
B. COMPANY will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by CUSTOMER,
necessary or proper to perform and complete the work and provide the
professional services required of COMPANY by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, COMPANY
will use the appropriate generally accepted professional standards of practice
existing at the time of performance utilized by persons engaged in providing similar
services. CUSTOMER will continuously monitor COMPANY's services.
CUSTOMER will notify COMPANY of any deficiencies and COMPANY will have
thirty (30) days after such notification to cure any shortcomings to CUSTOMER's
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Agreement No. 5686
satisfaction. Costs associated with curing the deficiencies will be borne by
COMPANY.
4. PAYMENTS. For CUSTOMER to pay COMPANY as specified by this Agreement,
COMPANY must submit a detailed invoice to CUSTOMER which lists the hours
worked and hourly rates for each personnel category and reimbursable costs (all
as set forth in Attachment 1, the Project Cost Summary), the tasks performed, the
total cost of that work during the preceding billing month and a cumulative cash
flow curve showing projected and actual expenditures versus time to date. The
total contract cost for the Customer for the term of the agreement is six hundred
thirty thousand one hundred sixty three dollars ($630,163.00). The Customer has
appropriated a total of six hundred eighty three thousand six hundred forty two
dollars ($683,642.00) for the term of this agreement. If it is determined by the
Customer that they would benefit from additional products or professional services
that the remaining appropriated amount of fifty three thousand four hundred
seventy nine dollars ($53,479.00) may be applied to the additional products and/or
services.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to COMPANY
for current services are within the current budget and within an available,
unexhausted and unencumbered appropriation of the CUSTOMER. In the event
the CUSTOMER has not appropriated sufficient funds for payment of COMPANY
services beyond the current fiscal year, this Agreement will cover only those costs
incurred up to the conclusion of the current fiscal year.
6. FAMILIARITY WITH WORK.
By executing this Agreement, COMPANY agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
If services involve work upon any site, COMPANY agrees that COMPANY has or
will investigate the site and is or will be fully acquainted with the conditions
there existing, before commencing the services hereunder. Should
COMPANY discover any latent or unknown conditions that may materially
affect the performance of the services, COMPANY will immediately inform
CUSTOMER of such fact and will not proceed except at COMPANY's own
risk until written instructions are received from CUSTOMER.
7. TIME FOR PERFORMANCE.
.'
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Agreement No. 5686
COMPANY will not perform any work under this Agreement until:
iv COMPANY furnishes proof of insurance as required under Section
22 of this Agreement; and
V. CUSTOMER gives COMPANY a written notice to proceed.
Should COMPANY begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at COMPANY's own
risk.
8. TIME EXTENSIONS. Should COMPANY be delayed by causes beyond
COMPANY's control, CUSTOMER may grant a time extension for the completion
of the contracted services. If delay occurs, COMPANY must notify the Manager
within forty-eight (48) hours, in writing, of the cause and the extent of the delay and
how such delay interferes with the Agreement's schedule. The Manager will
extend the completion time, when appropriate, for the completion of the contracted
services.
9. CONSISTENCY. In interpreting this Agreement to resolve any ambiguities related
to the provision of Professional Services, the main body of this Section II takes
precedence over Section I and any Attachments; this Section II supersedes any
conflicting provisions. Any inconsistency between the Sections or Attachments will
be resolved in the order in which the Attachments appear below:
1. Section 1
2. Section II
3. Statement of Work
4. Project Cost Summary Attachment
5. Support Services Attachment
6. Travel Expense Guidelines Attachment
7. Minimum Insurance Requirements Attachment
10. CHANGES. CUSTOMER may order changes in the services within the general
scope of this Agreement, consisting of additions, deletions, or other revisions, and
the contract sum and the contract time will be adjusted accordingly. All such
changes must be authorized in writing, executed by COMPANY and CUSTOMER.
The cost or credit to CUSTOMER resulting from changes in the services will be
determined in accordance with written agreement between the parties.
11. TAXPAYER IDENTIFICATION NUMBER. COMPANY will provide CUSTOMER
with a Taxpayer Identification Number.
13. PERMITS AND LICENSES. COMPANY, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services
under this Agreement.
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Agreement No. 5686
14. WAIVER. CUSTOMER's review or acceptance of, or payment for, work product
prepared by COMPANY under this Agreement will not be construed to operate as
a waiver of any rights CUSTOMER may have under this Agreement or of any cause
of action arising from COMPANY's performance. A waiver by CUSTOMER of any
breach of any term, covenant, or condition contained in this Agreement will not be
deemed to be a waiver of any subsequent breach of the same or any other term,
covenant, or condition contained in this Agreement, whether of the same or
different character. A Party's failure to enforce its rights with respect to any single
or continuing breach of this Agreement will not act as a waiver of the right of that
Party to later enforce any such rights or to enforce any other or any subsequent
breach.
15. TERMINATION.
1. Except as otherwise provided, either party may terminate this Agreement at any
time with or without cause, provided they give sixty (60) days written notice to
the other party.
2. Upon receiving a termination notice, COMPANY will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice, any
additional work performed by COMPANY after receiving a termination notice
will be performed at COMPANY's own cost; CUSTOMER will not be obligated
to compensate COMPANY for such work.
3. all rights, licenses, and authorizations granted to Customer hereunder will
immediately terminate and Customer shall immediately cease all use of and
other activities with respect to the Company's Confidential Information relating
to the Solutions, and within thirty (30) days deliver to the Company, or at the
Company's request destroy and erase the Company's Confidential Information
from all systems Customer directly or indirectly controls; and
4. all licenses, access or subscription fees, services rendered but unpaid, and any
amounts due by Customer to the Company of any kind are immediately payable
and due no later than thirty (30) days after the date of the termination or
expiration, including anything that accrues within those thirty days.
5. The provisions set forth in the following sections, and any other right or
obligation of the parties in this Agreement that, by its nature (including but not
limited to: Use Restrictions, Confidential Information, Warranty Disclaimers,
Mutual Indemnifications & Limitations of Liability), should survive termination or
expiration of this Agreement, will survive any expiration or termination of this
Agreement.
6. Return of Customer Data. If Customer requests in writing at least 10 days prior
to the effective date of expiration or earlier termination of this Agreement, the
Company shall within 60 days following such expiration or termination, deliver
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to Customer in the Company's standard format the then most recent version of
Customer Data maintained by the Company, provided that Customer has at
that time paid all Fees then outstanding and any amounts payable after or as a
result of such expiration or termination.
7. Deconversion. In the event of (i) expiration or earlier termination of this
Agreement, or (ii) Customer no longer purchasing certain Solutions (including
those indicated to be Third -Party Materials), if Customer requests assistance
in the transfer of Customer Data to a different vendor's applications
("Deconversion"), the Company will provide reasonable assistance. The
Company and Customer will negotiate in good faith to establish the relative
roles and responsibilities of the Company and Customer in effecting
Deconversion, as well as the appropriate date for completion. The Company
shall be entitled to receive compensation for any additional consultation,
software and documentation required for Deconversion on a time and materials
basis at the Company's then standard rates.
8. Should the Agreement be terminated pursuant to this Section, CUSTOMER
may procure on its own terms services similar to those terminated.
9. By executing this document, COMPANY waives any and all claims for damages
that might otherwise arise from CUSTOMER's termination under this Section.
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by COMPANY under this Agreement
are CUSTOMER's property. COMPANY may retain copies of said documents and
materials as desired but will deliver all original materials to CUSTOMER upon
CUSTOMER's written notice. CUSTOMER agrees that use of COMPANY's
completed work product, for purposes other than identified in this Agreement, or
use of incomplete work product, is at CUSTOMER's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of
service under this Agreement, no copies, sketches, or graphs of materials,
including graphic art work, prepared pursuant to this Agreement, will be released
by COMPANY to any other person or public CUSTOMER without CUSTOMER's
prior written approval. All press releases, including graphic display information to
be published in newspapers or magazines, will be approved and distributed solely
by CUSTOMER, unless otherwise provided by written agreement between the
parties.
18. INDEMNIFICATION.
A. COMPANY agrees to the following:
1. Indemnification for Professional Services. COMPANY will
save harmless and indemnify and at CUSTOMER's request
reimburse defense costs for CUSTOMER and all its officers,
volunteers, employees and representatives from and against
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any and all suits, actions, or claims, of any character whatever,
brought for, or on account of, any injuries or damages sustained
by any person or property resulting or arising from any
negligent or wrongful act, error or omission by COMPANY or
any of COMPANY's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CUSTOMER's sole
negligence or willful misconduct.
B. For purposes of this section "CUSTOMER" includes CUSTOMER's officers,
officials, employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by COMPANY as required by Section 22, and any approval of
said insurance by CUSTOMER, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
COMPANY pursuant to this Agreement, including, without limitation, to the
provisions concerning indemnification.
19. ASSIGNABILITY. This Agreement is for COMPANY's professional services.
COMPANY's attempts to assign the benefits or burdens of this Agreement without
CUSTOMER's written approval are prohibited and will be null and void, unless
approved by the CUSTOMER in writing.
20. INDEPENDENT CONTRACTOR. CUSTOMER and COMPANY agree that
COMPANY will act as an independent contractor and will have control of all work
and the manner in which it is performed. COMPANY will be free to contract for
similar service to be performed for other employers while under contract with
CUSTOMER. COMPANY is not an agent or employee of CUSTOMER and is not
entitled to participate in any pension plan, insurance, bonus or similar benefits
CUSTOMER provides for its employees. Any provision in this Agreement that may
appear to give CUSTOMER the right to direct COMPANY as to the details of doing
the work or to exercise a measure of control over the work means that COMPANY
will follow the direction of the CUSTOMER as to end results of the work only.
21. AUDIT OF RECORDS. COMPANY will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CUSTOMER
shall have no right to audit the books and records of Company, unless ordered or
required by a court of law. However, upon request, Company will provide any
reasonably requested information relevant to the Agreement, from which Company
may redact anything deemed confidential, proprietary, or privileged. COMPANY
will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
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Aareement No. 5686
22. USE OF SUBCONTRACTORS. COMPANY must obtain CUSTOMER's prior
written approval, an email will suffice, to use any Company's while performing any
portion of this Agreement.
23. INCIDENTAL TASKS. COMPANY will meet with CUSTOMER monthly to provide
the status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of
the work remaining and a description of the work to be done before the next
schedule update.
24. CONFLICT OF INTEREST. COMPANY will comply with all conflict of interest laws
and regulations including, without limitation, CUSTOMER's conflict of interest
regulations.
25. SOLICITATION. COMPANY maintains and warrants that it has not employed nor
retained any company or person, other than COMPANY's bona fide employee, to
solicit or secure this Agreement. Further, COMPANY warrants that it has not paid
nor has it agreed to pay any company or person, other than COMPANY's bona
fide employee, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this
Agreement. Should COMPANY breach or violate this warranty, CUSTOMER may
rescind this Agreement without liability.
26. COMPLIANCE WITH LAW. COMPANY agrees to comply with all federal, state,
and local laws applicable to this Agreement.
27. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be
construed simply, as a whole, and in accordance with its fair meaning; it will not be
interpreted strictly for or against either Party.
28. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to
execute this Agreement and to engage in the actions described herein. This
Agreement may be modified by written amendment.
29. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be
entered into in connection with this Agreement will be considered signed when the
signature of a party is delivered by electronic (pdf) orfacsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same
effect as an original signature.
30. CAPTIONS. The captions of the paragraphs of this Agreement are for
convenience of reference only and will not affect the interpretation of this
Agreement.
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Aareement x......5686
31. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
32. STATEMENT OF EXPERIENCE. By executing this Agreement, COMPANY
represents that it has demonstrated trustworthiness and possesses the quality,
fitness and capacity to perform the Agreement in a manner satisfactory to
CUSTOMER. COMPANY represents that its financial resources, surety and
insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private Companys, and experience in dealing
with public agencies all suggest that COMPANY is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively
with and to satisfy a public CUSTOMER.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUN S1 IPPRInM I I r
Docu&gned by:
Eu�1171D
1�,U.wiScot, itnick„ Lisa mann
City Manager Controller
ATTEST:
Trac Uveayr
, r /
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
for
11/14/2019
Date
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Section II
2. Solution: Public Administration
Agreement No. 5686
3. Fees. In consideration of the rights and services granted by the Company to Customer under this Agreement,
Customer shall make payments to the Company pursuant to the amounts and payment terms outlined in
Attachment 1 (the "Project Cost Summary").
4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person.
4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are
authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
to this Agreement, and for whom access to the Solutions has been purchased.
4.4. "Baseline" means the version of a Solution updated to the particular time in question through the
Company's warranty services and maintenance, but without any other modification whatsoever.
4.5. "Component System" means any one of the Solutions identified in Attachment 1, including all copies of
Source Code, Object Code and all related specifications, Documentation, technical information, and all
corrections, modifications, additions, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.
4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through
the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.7. "Custom Modification" means a change that the Company has made at Customer's request to any
Component System in accordance with a Company -generated specification, but without any other
changes whatsoever by any Person.
4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers,
software, hardware, databases, electronic systems (including database management systems), and
networks, whether operated by Customer or through the use of third -party services.
4.9. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given the Company enough information to enable the Company to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is under
the Company's control. Further, with regard to each Custom Modification, Defect means a material
deviation between the Custom Modification and the Company -generated specification and documentation
for such Custom Modification, and for which Defect Customer has given the Company enough information
to enable the Company to replicate the deviation on a computer configuration that is both comparable to
the Customer Systems and that is under the Company's control.
4.10. "Documentation" means any manuals, instructions, or other documents or materials that the Company
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features, or requirements of the Solutions, including any aspect of the installation,
configuration, integration, operation, use, support, or maintenance thereof.
4.11. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software,
firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the
security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or an
Authorized User from accessing or using the Solutions as intended by this Agreement.
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4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for,
or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade
secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights
or forms of protection, in any part of the world.
4.14. "Maintenance" means optimization, error correction, modifications, and updates to Vendor Systems to
correct any known Defects and improve performance. Maintenance will be provided for each Component
System, the hours and details of which are described in Attachment 2 ("Support Standards").
4.15. "New Releases" means new editions of a Baseline Component System or Custom Modification.
4.16. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental
authority, unincorporated organization, trust, association, or other entity.
4.17, "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes all
"nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
4.18. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site
support services, assistance with data transfers, restarts and reinstallations provided by Company.
4.19. "Representatives" means, with respect to a party, that party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.20. "Vendor Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of the Company.
4.21. "Solution(s)" means Component Systems, Documentation, Custom Modifications, Vendor Systems,
development work and any and all other information, data, documents, materials, works, and other
devices, methods, processes, hardware, software, technologies and inventions, including any plans
deliverables, functional descriptions, requirements, or reports provided or used by the Company or
Subcontractors in connection with Professional and/or Support Services rendered under this Agreement.
4.22. "Vendor Systems" means the information technology infrastructure used by or on behalf of the Company
to deliver Solutions, including all software, hardware, databases, database management systems,
electronic systems, and networks, whether operated directly by the Company or via third-partyservices.
4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customers in accordance with the detailed
Support Standards outlined in Attachment 2.
4.24. "Third -Party Materials" means materials and information, in any form or medium, including any software,
documents, data, content, specifications, products, related services, equipment, or components of or
relating to the Solutions that are not proprietary to the Company.
5. License, Access & Services.
5.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms
and conditions of this Agreement, the Company hereby grants to Customer a non-exclusive, non-
sublicenseable, and non -transferable license to the current version of the Solutions outlined in Attachment
1 at the time of this Agreement's execution.
5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
compliance with the terms and conditions of this Agreement, the Company hereby grants Customer a
non-exclusive, non -transferable right to access and use the Solutions, solely by Authorized Users. Such
use is limited to Customer's internal use.
5.3. Deliverv. The Company shall deliver by (a) electronic delivery, by posting it on the Company's network
for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a
disc or other suitable media transfer method. Physical shipment is on FOB -Company's shipping point
(except with respect to Third -Party Materials, which are FOB -applicable third party shipping point), and
u . mBipq,
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Agreement No. 5686
electronic delivery is deemed effective at the time the Company provides Customer with access to
download the Solutions. The date of such delivery shall be referred to as the "Delivery Date."
5.4. Documentation License. The Company hereby grants to Customer a non-exclusive, non-sublicenseable,
non -transferable license to use the Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Solutions.
5.5. Service and Svstem Control. Except as otherwise expressly provided in this Agreement:
5.5.1. The Company has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and
5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of,
and all access to and use of, the Customer Systems, and sole responsibility for access to and
use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.6. Limitations. Customer must provide the Company with such facilities, equipment and support as are
reasonably necessary for the Company to perform its obligations herein, including if required, remote
access to Customer Systems. The Company is not responsible or liable for delay or failure of performance
caused in whole or in part by Customer delay or their failure to perform obligations under this Agreement.
5.7. Exceptions. The Company has no obligation to provide Support Services relating to any Defect with the
Solutions that, in whole or in part, arise out of or result from any of the following:
5.7.1. software, or media on which provided, that is modified or damaged by Customer or third party;
5.7.2. any negligence, abuse, misapplication, or misuse of the Solutions other than by Vendor
Personnel, including any Customer use of the Solutions other than as specified in the
Documentation or expressly authorized in writing by the Company;
5.7.3. Customer's failure to install New Releases that the Company has previously made available to
Customer that Company reasonably believes will solve an issue or allow an issue to be solved;
5.7.4. the operation of, or access to, Customer's or a third party's system, materials or network;
5.7.5. any relocation of the Solutions other than by or with the aid of Vendor Personnel;
5.7.6. any beta software, software that Company makes available for demonstration purposes, testing,
temporary software modules, or software for which the Company does not receive a fee;
5.7.7. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
5.8. Reservation of Rights'. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third -Party Materials, whether expressly, by implication,
estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and
will remain with the Company and the respective rights holders.
5.9. Changes. The Company reserves the right, in its sole discretion, to make any changes to the Support
Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery
of the Company's services to its customers, the competitive strength of or market for the Company's
services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law.
Without limiting the foregoing, either party may, at any time during the Term, request in writing changes
to particular Support Services, Professional Services or their product suite of Solutions. The parties shall
evaluate and, if agreed, implement all such requested changes. No requested changes will be effective
unless and until memorialized in either a Company issued Add -On Quote signed by the Customer, or a
written change order or amendment to this agreement signed by both parties.
5.10. Subcontractors. The Company may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").
5.11. Securitv (Measures. The Solutions may contain technological measures designed to prevent unauthorized
or illegal use of the Solutions. Customer acknowledges and agrees that: (a) The Company may use these
and other lawful measures to verify compliance with the terms of this Agreement and enforce the
of ".146 m
4
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
Company's rights, including all Intellectual Property Rights, in and to the Solutions; (b) The Company may
deny any individual access to and/or use of the Solutions if the Company, in its reasonable discretion,
believes that person's use of the Solutions would violate any provision of this Agreement, regardless of
whether Customer designated that person as an Authorized User; and (c) The Company may collect,
maintain, process, use and disclose technical, diagnostic and related non -identifiable data gathered
periodically which may lead to improvements in the performance and security of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person,
including on or in connection with the internet or any time-sharing, service bureau, software as a service,
cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access
to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the Vendor Systems, any information or
materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
Vendor Systems, or the Company's provision of services to any third party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices
from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise
violates any Intellectual Property Right or other right of any third party, or that violates any applicable law;
7. Customer Obligations.
7.1. Customer Svstems and Cooperation. Customer shall: (a) set up, maintain, and operate in good repair all
Customer Systems on or through which the Solutions are accessed or used; (b) provide Vendor Personnel
with only such access to Customer's premises and Customer Systems as is necessary for the Company
to perform Support Services; and (c) provide any cooperation the Company may reasonably request to
enable them to exercise rights and perform obligations under and in connection with this Agreement.
7.2. Effect of Customer Failure or Delay. The Company is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of actual or threatened activity prohibited by
Section 6, Customer shall, and cause its Authorized Users to, immediately: (a) take all reasonable and
lawful measures within their respective control necessary to stop the activity or threatened activity and to
mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access
to the Solutions along with the destruction of any corrupted or exploited data related to the issue; and (b)
notify the Company of any such actual or threatened activity as soon as is commercially reasonable.
8. Professional Services.
8.1. Compliance with Customer Policies. While Vendor Personnel are performing services at Customer's site,
the Company will ensure that such personnel comply with Customer's reasonable security procedures
and site policies that are generally applicable to Customer's other suppliers providing similar services and
that have been provided to the Company in writing or in advance. Customer shall promptly reimburse
the Company for any out-of-pocket costs incurred in complying with such procedures and policies.
8.2. Contributed Materiai. In the process of the Company's performing Professional Services, Customer may,
from time to time, provide the Company with designs, plans, or specifications, improvements, works or
other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other
deliverables ("Contributed Material"). Customer grants to the Company a nonexclusive, irrevocable,
perpetual, transferable right, without the payment of any royalties or other compensation of any kind and
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Aareement No. 5686
without the right of attribution, for the Company, the Company's Affiliates and the Company's licensees to
make, use, sell and create derivative works of the Contributed Material.
Confidentiality.
9.1. Confidential Information. "Confidential Information" means information in any form or medium (whether
oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including
information relating to the Disclosing Party's technology, trade secrets, know-how, business operations,
plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has
contractual or other confidentiality obligations. Without limiting the foregoing, Confidential Information of
the Company includes the Solutions, all software provided with the Solutions, algorithms, methods,
techniques, and processes revealed by the Source Code of the Solutions and any software provided with
the Solutions. In connection with this Agreement each party (as the "Disclosing Party") may disclose or
make available Confidential Information to the other party (as the "Receiving Party").
9.2. Exclusions. Confidential Information does not include information that: (a) was rightfully known to the
Receiving Party without restriction on use or disclosure prior to being disclosed or made available to the
Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public
other than by the Receiving Party or any of its Representatives' noncompliance with this Agreement; (c)
was or is received by the Receiving Party on a non -confidential basis from a third party that was or is
independently developed by the Receiving Party without reference or use of any Confidential Information.
9.3. Protection of Confidential Information'. As a condition to being provided with any disclosure of or access
to Confidential Information, the Receiving Party shall:
9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement;
9.3.2. not disclose or permit access to Confidential Information other than to its Representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of
its rights or performance of its obligations under and in accordance with this Agreement; (ii) have
been informed of the confidential nature of the Confidential Information and the Receiving Party's
obligations under this Section; and (iii) are bound by written confidentiality or restricted use
obligations at least as protective of the Confidential Information as the terms in this Section;
9.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at
least the degree of care it uses to protect its sensitive information and in no event less than a
reasonable degree of care;
9.3.4. ensure its Representatives' compliance with, and be responsible and liable for any of its
Representatives' non-compliance with, the terms of this Section.
9.4. Comraelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to
disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly,
and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a
protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable
assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other
limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and
assistance required under this Section, the Receiving Party remains required by law to disclose any
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
9.5. Trade Secrets. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations
under this Section with respect to any Confidential Information that constitutes a trade secret under any
applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for
trade secret protection under one or more such applicable laws other than as a result of any act or
omission of the Receiving Party or any of its Representatives.
10. Security.
10.1. The Company will implement commercially reasonable administrative, technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data, protect against anticipated threats
or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use
of Customer Data. The Company will review and test such safeguards on no less than an annual basis.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and
procedural access controls and system security requirements and devices necessary for data privacy,
confidentiality, integrity, authorization, authentication, non -repudiation, virus detection anderadication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain reasonable procedures with such Authorized Users that adequately protect the confidentiality
and Intellectual Property Rights of the Company in the Solutions and Documentation, and disclaim any
liability or responsibility of the Company with respect to such Authorized Users.
11. Personal Data. If the Company processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing the Company's obligations under this Agreement, then:
11.1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and the Company shall be a data processor (where "data processor" means an entity which
processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to the Company so that the Company may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on Customer's
behalf, which may include the Company processing and transferring the relevant personal data or
personal information outside the country where Customer and the Authorized Users are located in order
for the Company to provide the Solutions and perform its other obligations under this Agreement; and
11.3. The Company shall process personal data and information only in accordance with lawful and reasonable
instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and
11.4. each party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and personal information or its accidental loss, destruction or damage so
that, having regard to the state of technological development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal
data and personal information and the nature of the personal data and personal information being
protected. If necessary, the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. Software Warrantv. The Company warrants to Customer that for a period of twelve (12) months from the
Execution Date, the Solutions (as delivered to Customer by the Company and when properly used for the
purpose and in the manner specifically authorized by this Agreement), will perform as described in the
Documentation in all material respects, including being free from any viruses or Harmful Code.
12.2. Professional Services Reoresentation and Warranty. The Company represents, warrants, and covenants
to Customer that during the Term, the Company will perform Professional Services using personnel of
required skill, experience, and qualifications and in a professional and workmanlike manner in accordance
with generally recognized industry standards for similar services and will devote adequate resources to
meet its obligations under this Agreement. If Customer reasonably believes that any Professional
Services were performed in violation of this warranty, it will notify the Company within twenty (20) days of
service performance describing the issue, together with adequate supporting documentation and data.
Upon receipt of such notice, the Company's obligation will be to re -perform the particular Professional
Services affected as soon as commercially reasonable at no additional charge.
12.3. Suoraort Services Representation and Warranty. The Company represents, warrants, and covenants to
Customer that during the Term, the Company will perform the Support Services using personnel of
required skill, experience, and qualifications and in a professional and workmanlike manner in accordance
with both generally recognized industry standards for similar services, and the specific guidance for
support found in Attachment 2, and will devote adequate resources to meet its obligations under this
Agreement. If Customer reasonably believes that any Support Services failed to meet this warranty, they
will follow their preferred escalation path outlined in the Support Standards below, including receipt of
service credit.
12.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH
q1%
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Aareement No_ 5686
ABOVE, THE COMPANY MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED,
WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND/OR
ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT THE COMPANY DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND
SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT. FURTHER, THE COMPANY
EXPRESSLY DOES NOT WARRANT THAT ANY SOLUTIONS, ANY CUSTOM MODIFICATION OR
ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTIONS OR CUSTOM
MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN VENDOR PERSONNEL, OR
WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE
DOCUMENTATION. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS -IS" AND ANY
REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN
CUSTOMER AND THE THIRD -PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR
MODIFY SUPERION'S WARRANTIES UNDER ANY AGREEMENT OR ANY CONDITIONS,
LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to the Company: Superion, LLC.
1000 Business Center Dr.
Lake Mary, FL.
Phone: 407-304-3235 email: infoi
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Aareement No. 5686
Customer to the Company of any kind are immediately payable and due no later than thirty (30) days
after the date of the termination or expiration, including anything that accrues within those thirty days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the parties in this
Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information,
Warranty Disclaimers, Mutual Indemnifications & Limitations of Liability), should survive termination or
expiration of this Agreement, will survive any expiration or termination of this Agreement.
15.4. Return of Customer Data, If Customer requests in writing at least 10 days prior to the effective date of
expiration or earlier termination of this Agreement, the Company shall within 60 days following such
expiration or termination, deliver to Customer in the Company's standard format the then most recent
version of Customer Data maintained by the Company, provided that Customer has at that time paid all
Fees then outstanding and any amounts payable after or as a result of such expiration ortermination.
15.5. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no
longer purchasing certain Solutions (including those indicated to be Third -Party Materials), if Customer
requests assistance in the transfer of Customer Data to a different vendor's applications
("Deconversion"), the Company will provide reasonable assistance. The Company and Customer will
negotiate in good faith to establish the relative roles and responsibilities of the Company and Customer
in effecting Deconversion, as well as the appropriate date for completion. The Company shall be entitled
to receive compensation for any additional consultation, software and documentation required for
Deconversion on a time and materials basis at the Company's then standard rates.
16. Jurisdiction and Governing Law. This Agreement and any dispute or claim arising, directly or indirectly, out
of or in connection with it or its subject matter or formation (including non -contractual disputes or claims) is
governed by, and shall be construed and enforced in accordance with, the laws of the State of California
excluding choice of law. Each party irrevocably (i) agrees that a County or Circuit in and for Los Angeles County,
California, shall have exclusive jurisdiction to settle any dispute, controversy or claim arising, directly or
indirectly, out of or in connection with this Agreement, or the breach, termination or validity thereof (including
non -contractual disputes or claims) and that such court shall be the proper venue therefor; (ii) waives the right
to trial by jury, (iii) consents to service of process by first class certified mail, return receipt requested, postage
prepaid, to the address at which the party is to receive notice and (iv) agrees that the prevailing party shall be
entitled to recover its reasonable attorney's fees, court costs and other legal expenses from the otherparty.
17. Severability. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the
Agreement and the remaining provisions of the Agreement will remain in full force and effect.
18. LIMITATIONS OF LIABILITY.
18.1. LIMITE12 LIABILITY OF 18 fOMPAIJL THE COMPANY'S LIABILITY IN CONNECTION WITH THE
SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL
NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO THE COMPANY IN CONNECTION
WITH THIS AGREEMENT FOR THE INITIAL TERM OR RENEWAL TERM WHEN THE RELEVANT
ACTIONS LEADING TO SUCH LIABILITY AROSE. IN ANY EVENT, THE COMPANY SHALL NOT BE
LIABLE FOR ANY LOSSES RESULTING FROM THE CRIMINAL ACTS OF THIRD PARTIES.
18.2. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL THE COMPANY,
VENDOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF DATA, BUSINESS, REVENUE,
PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS INTERRUPTION, INCREASED COSTS,
DIMINUTION IN VALUE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE; AND WHETHER OR NOT THE COMPANY, VENDOR PERSONNEL,
SUBCONTRACTORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
18.3. BASIS OF THE BARGAIN., CUSTOMER ACKNOWLEDGES THAT THE COMPANY HAS SET ITS
FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF
LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS
' ,;V
AA
e
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
THE PARTIES.
19. Third -Party Materials. Customer is hereby advised that the Company provides front-line support services for
third parties, but these third parties assumes all responsibility for and liability in connection with the Third -Party
Materials. The Company is not authorized to make any representations or warranties that are binding upon the
third party or to engage in any other acts that are binding upon the third party, excepting specifically that the
Company is authorized to represent the fees for the Third -Party Materials as the same is provided for in the
Agreement and to accept payment of such amounts from Customer on behalf of the third party for as long as
such third party authorizes the Company to do so. As a condition precedent to installing or accessing any Third -
Party Materials, Customer may be required to execute a click -through, shrink-wrap EUTA or similar agreement
provided by the Third -Party Materials provider.
20. Entire Agreement; Amendment and Modification. This Agreement contains the entire understanding of the
parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written
communications between the parties about its subject matter. Any purchase order, agreement, or other ordering
document issued by Customer at any time for any reason, will not modify or affect this Agreement nor have any
other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any such
ordering document and shall serve only the purpose of identifying the products or services ordered. No
modification of this Agreement will be effective unless it is in writing, is signed by each Party, and expressly
provides that it amends this Agreement. Notwithstanding any language to the contrary herein, numbered Add -
On Quotes on Company letterhead issued by authorized Company representatives and signed by Customer
shall constitute an amendment to this Agreement.
21. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any
other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
22. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all
of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered
by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
23. Cooperative Purchases. This Contract may be used by other government agencies. The Company has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein
except that the compensation may be negotiated between the Company and other agencies based on the
specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer
will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other
aspect of purchases by such agencies.
24. Incorporated Attachments to this Agreement:
24.1. Attachment 1 — Project Cost Summary
24.2. Attachment 2 - Maintenance & Support Standards
24.3. Attachment 3 — Travel Expense Guidelines
24.4. Attachment 4 — Insurance Requirements
24.5. Attachment 5 — Scope of Work
i
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
...................................................................................... SUPERION ENTOA L
............. rEl
ATTACHMENT 1
Protect Cost Summary
Cloud/Hosted Fees
Product Name Quantity Amount
Community Development: Advanced SaaS Subscription - Contract Sta 1 10,000.00
Community Development: Advanced SaaS Subscription 33 64,350.00
Fusion Subscription SaaS 1 3,500.00
GIS Advanced Engine Subscription SaaS 1 5,500.00
Total
83.350.00
Third -Party Cloud/Hosted Fees
Product Name Quantity Amount
Bluebeam Standard License Subscription SaaS 1 5,000.00
Total 5,000.00
Professional Services
Development & Conversion
Product Name
Amount
Prof Svc- Financial Batch Export
7,600.00
Fusion Subscription Services
3,000.00
Community Development Land Data Conversion
7,000.00
Community Development Legacy Data Conversion
20,800.00
Community Development Legacy Data Conversion
8,000.00
Community Development Geo Update Routine
6,000.00
Report Development
20,000.00
Total 72,400.00
Technical Services
Product Name
Amount
GIS Advanced Engine Services
12,000.00
Total 12,000.00
Consulting
Product Name
Amount
Community Pro Consulting
59,840.00
Total 59,840.00
Training
Product Name
Amount
Community Pro Training
20,640.00
Fusion Subscription Services
3,200.00
Total 23,840.00
Project Management
Product Name Amount
Community Pro Project Management 31,680.00
DocuSign Envelope ID: 68978222-37D6-4B4A-9641-B55DBA791388 Aareement No. 5686
Community Development Geo Update Routine 3,200.00
Total 34,880.00
Total Professional Services 202,960.00
Travel & Living Expenses
Product Name Amount
Public Admin Travel & Living Expenses Estimate 18,000.00
Total 18,000.00
Summary
Product/Service
Amount
Cloud/Hosted Annual Access Fees
73,350.00
Contract Startup Fees
10,000.00
Professional Services
202,960.00
Subtotal 286,310.00 USD
Third -Party Cloud/Hosted Access Fees
5,000.00
m
Subtotal 5,000.00 USD
License/Subscription Fee Discounts 1800.00 USD
Total 289,510.00 USD
Travel & Living Estimate 18.000.00USD
Total inclusive of any Maintenance, Travel & Living 307,510.00 USD
Note: Pricing for Professional Services is a good faith estimate based on the information available to the Company at the time of execution of this Agreement.
The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services. If required,
additional services will be provided on a time and materials basis at hourly rates equal to the Company's then -current list price rates for the services at issue.
5 YEAR C11...011.1D StIJBSC'R
Com.,..
unity Advanced SaaS Subscription Pricing'n, _ Analysis
p
SII Year
liiiiiiiiiiiilllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllavela�ai'.Want
III
lllllInvestment
l
I IIIIII
m
II p
IIIIIIIIIIII
III III
Annual Cloud Subscription
550.00
$ 76 550.00 $76
$ 79,229.00
$ 82,002.00
$
84,872.00
$
399,203.00
One -Time Costs (Contract Stere -up)
$ 101000.001 $ -
$ -
$
$
-
$
101W0.00
One -Time Cost's (Services)
$ 202,960.00 $
$ _
J $ _
$
_
$
202,960.0
bmeMrne Costs Trawl Estimate
$ 18;000.00 0 $ -
$ -
0 $ - I $
- ^ $
18,000.00
Note 1 'Years 3 - 5. Includes a toctfed in 3.5% increase each ,year
Note 2. Year 1 annual Cloud Subscription is inclusive of rhe Sluebearn site license subscription
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Aareement No. 5686
PAYMENT TERMS:
RECURRING FEES
a. Third Party Annual Access Fees are due on the Execution Date, and annually thereafter on the anniversary
of the Execution Date. The First year of Annual Hosted Fees are due in the Milestone Payments below,
and then annually on the Execution Date for subsequent years of the Term. Years 3-5 of the initial Term
will be subject to an increase of 3.5% annually. Any years beyond Year 5 will be subject to an annual
inflationary increase.
Date Due Milestone Payment Amount
Execution Date $10,000.00-100% of Startup Fees
Execution Date $5,000.00-100% Bluebeam Third Party Subscription Fees
90 Days from Execution Date $28,620-40% of Year 1 Hosted Fees
120 Days from Execution Date $14,310.00-20% of Year 1 Hosted Fees
180 Days from Execution Date $14,310.00-20% of Year 1 Hosted Fees
270 Days from Execution Date $14,310.00-20% of Year 1 Hosted Fees
Total due: $86,550.00
IMF
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
b.
Agreement No. 5686
ONE-TIME FEES
Professional Services Fees are due as follows: Specific Milestone Payments are due upon completion of the
respective deliverables associated with each individual Milestone Payment. Travel & Living expenses and all
other professional services are due as incurred monthly. Pricing for Professional Services is a good faith
estimate based on the information available to the Company at the time of execution of this Agreement. The
total amount that Customer may pay for these services can vary based on the actual number of hours required
to complete the services. If required, additional services will be provided on a time and materials basis at hourly
rates equal to the Company's then -current list price rates for the services at issue.
V Milestone
SOW Task
N/A
4
90 days from Execution Date
Project Kick-off
Installation & configuration
Data Conversion
Quality Assurance Testing
Training
Go Live
100% $ 202,960.00
c. Reimbursement of travel and living expenses will be governed by Attachment 3 ("Travel Expense Guidelines")
attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice.
d. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not
included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes,
Customer must provide the Company valid proof of exemption; otherwise, the Company will invoice Customer
and Customer will pay to the Company all such tax amounts.
e. The total contract cost for the customer in one time and annual recurring fees is $630,163.00. The Customer
has appropriated $683,642.00 for the duration of this agreement. If it is determined by the Customer that the
Customer could benefit from additional products and/or professional services, the remaining appropriated
amount of $53,479.00 may be applied towards the additional products and/or professional services.
f. Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare
at the time of execution of this Agreement. The total amount that Customer may pay for these services can vary
based on the actual number of hours required to complete the services. If required, additional services will be
provided on a time and materials basis at hourly rates billed at the rates below.
Training $160
Project Management $160
Basic Consulting $160
High Level Consulting $225
Development $200
Technical Services $200
Installation $17S
Analytics $225
Payment
Amount
10%
$ 20,296.00
15%
$ 30,444.00
20%
$ 40,592.00
20%
$ 40,592.001
10%
$ 20,296.001
10%
$ 20,296.001
15%
$ 30,444.001
100% $ 202,960.00
c. Reimbursement of travel and living expenses will be governed by Attachment 3 ("Travel Expense Guidelines")
attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice.
d. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not
included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes,
Customer must provide the Company valid proof of exemption; otherwise, the Company will invoice Customer
and Customer will pay to the Company all such tax amounts.
e. The total contract cost for the customer in one time and annual recurring fees is $630,163.00. The Customer
has appropriated $683,642.00 for the duration of this agreement. If it is determined by the Customer that the
Customer could benefit from additional products and/or professional services, the remaining appropriated
amount of $53,479.00 may be applied towards the additional products and/or professional services.
f. Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare
at the time of execution of this Agreement. The total amount that Customer may pay for these services can vary
based on the actual number of hours required to complete the services. If required, additional services will be
provided on a time and materials basis at hourly rates billed at the rates below.
Training $160
Project Management $160
Basic Consulting $160
High Level Consulting $225
Development $200
Technical Services $200
Installation $17S
Analytics $225
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
<_, SUPERION
1. Cloud Security Program
Agreement No. 5686
or
r
ATTACHMENT 2
Suonort Standards
1.1. Access & Continuity. Logical access restrictions
include VLAN data segregation, extensive deny -by -
default access control lists, and Multi -Factor
authentication required for System Administration.
Business continuity is prioritized via daily encrypted
backup stored offsite, virtual tape backup
technology to counter loss of physical media, and
full replication to disaster recovery site, with
redundancy an availability through multiple carriers.
1.2. Security & Monitoring. SSL and IPSEC VPN with
256 bit encryption, web application firewalls, multi-
layered infrastructure model with recorded internal
and external CCTV, card access control, best of
breed HVAC/fire suppression/physical security,
and backed by 24-7 x 365 monitoring by a staffed
operations facility for: Intrusion detection &
prevention, DDOS mitigation, and automated
network incident creation and escalation.
1.3. Testing, Audits & Compliance. 3rd party internal,
external, perimeter vulnerability and penetration
testing. Centrally managed patching, OS hardening
program, and endpoint protection on all servers.
Industry standard compliance includes annual
completion of: SSAE18/ISAE Data Center Audit,
SSAE18 Operations Audit, PCI -DSS Compliance
Audit, Vulnerability Testing & CVSS Audit, and
Control Self -Assessment Audit.
Service Level Commitments
Op
� t
Cil � .
i
"
a
2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability Target").
("Service Period") means 24 hours per day Monday through Sunday each calendar month that Customer
receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled
maintenance. During this time, Customers may experience intermittent interruptions. The Company will make
commercially reasonable efforts to minimize the frequency and duration of these interruptions and will notify
the Customer if the entire maintenance window will be required.
2.2. SuDDort Terms. Beginning on the Execution Date and continuing in twelve (12) month increments, each a
("Support Term"), the Company shall provide ongoing Support Services described herein, subject to and
conditioned on sustained payment of Fees and compliance with all terms and conditions of thisAgreement.
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each
Service Period for access by Customer ("Service Availability"). Service Availability measurement shall be
applied to the production environment, and the points of measurement for all monitoring shall be the servers
and the Internet connections at the Company's hosted environment. The Company has technology
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
monitoring, measuring, and recording Service Availability. The Customer, at their discretion, may also employ
monitoring tools, not to override the Company's measurements for the purposes of calculating Service
Availability. Additionally, the use must be:
2.3.1.1. mutually agreed upon by the Company and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on the Company's systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1. The total number of minutes which the service was NOT available in a given month shall be subtracted
from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month.
2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in a month.
2.4.3. The total number of minutes which the service was NOT available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a credit
calculated as follows:
Less than 99.0% but greater than or equal to 95.0%
Less than 95%
10%
20%
2.6. If not directly reported by the Company, Credit entitlement must be requested by the Customer within sixty (60)
days of the failed Target. The Company's failure to meet the relevant service level commitment. Customer shall
not be entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a
pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30)
days past due on their account. The Company will provide reporting, showing performance and service levels.
3. Server Performance & Capacity.
3.1. The Company shall provide sufficient server capacity for the duration of this hosting Agreement to meet the
reasonable performance requirements for the number of concurrent system users provided for in this
Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses,
increase storage or processing requirements, and/or request additional environments, these requests will be
evaluated and if additional resources are required to support modifications, additional fees mayapply.
3.2. "In -network" is defined as any point between which the data packet enters the Solutions environment and
subsequently departs the Solutions environment. Any point of communications outside of the Solutions
protected network environment shall be deemed as "out -of -network." The Company is not responsible for
Internet connectivity and/or performance out -of -network.
4. System Maintenance.
4.1. Solutions maintenance and uoarades. The Company will provide all hosted systems and network maintenance
as deemed appropriate and necessary by the Company. Maintenance and upgrades will be scheduled in
advance with the Customer's primary contact if they fall outside of the designated hours set aside for this
function of Sundays from 12:OOAM to 12:00 PM.
4.2. Hardware maintenance and uoarades. Hardware maintenance and upgrades will be performed outside of the
Customer's standard business hours of operation and the Customer will be notified prior to the upgrade.
4.3. Emeroencv maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as
to cause the least possible disruption to overall system operations and availability without negatively affecting
system stability and integrity. The Company will attempt to notify the Customer promptly, however if no contact
can be made, Company management may deem it necessary to move forward with emergency maintenance.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Aareement No. 5686
5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent
to low depending on the impact to the Customer. The Company will make commercially reasonable efforts to
�Pgnond to Solutions incidents for live oroduction systems using the following guidelines:
2 Critical
3 Non -
Critical
4 Minor
An Incident that results in loss of Customer
Response within 1
connectivity to all of the Solutions or results in
hour of the issue
loss, corruption or damage to Customer's Data.
being reported.
An Incident that has an adverse material impact
, Response within 2
on the performance of the Solutions or materially
' hours of the issue
restricts Customer's day-to-day operations.
being reported.
An Incident that does not result in a failure of the
Response within 4
Solutions but a fault exists that restricts the
hours of the issue
Customer's use of the Solutions.
being reported
An Incident that does not affect or which has
Response within 24
minimal adverse impact on the use of the
j hours of the issue
Solutions.
, being retorted.
95%
95%
95%
5.1. Measurement. The Company shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. Disaster Recovery. The Company provides disaster recovery services for Solutions. The costs for these disaster
recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center
is inaccessible or rendered non-functional, the Company will provide the ability to connect to the appropriate data
center using software provided by the Company. This will allow the Customer to connect to their systems from a
remote site to the previously identified critical functions, however functionality may be diminished due to lack of
access to hardware and/or software located in the Customer's facilities.
7. Exceptions. The Company shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or
inaccurate data reported to the Solutions, or documented Defect.
7.2. denial of reasonable access to Customer's system or premises preventing the Company from addressing the
issue.
7.3. material changes made to the usage of the Solutions by Customer where the Company has not agreed to such
changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors, of communications links necessary to the proper performance of the Solutions.
7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For
critical impact level and above, the Company provides a continuous resolution effort until the issue is resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new
requests that require additional time, the Company will prioritize these requests, and determine if extra time is
needed to order equipment or software.
10. Non -Production Environments. The Company will make commercially reasonable efforts to provide non-
production environment(s) during Customer business hours. Non -production environments are not included under
the metrics or service credit schedules discussed in this Attachment.
10.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact
structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2. Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated
by circumstances and will be prioritized and scheduled similar to production service requests.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
11. Responsibility Summary Matrix.
Description I
Company
Customer
Responsibility
Responsibilit�r_
ASP Server Hardware management
X
ASP Server File system management
X
ASP Server OS upgrades and maintenance
X
ASP Database product upgrades and maintenance
X
ASP 31d Party product upgrades and maintenance
X
Application Update Installation
Request to install application updates
X
Installation of application updates
X
ASP Backup Management
X
Data and or File restoration
II
Request to restore data and or files
X
Restoration of data and or files
X
Network
V ASP Network up to and including the router at Company's location
X
ASP Router at Customer's location
X
Customer's network up to the router at Customer's location
X
Customer Workstations
X
System Performance
X .............. ___
X
Add/Change users
User add/change requests
X
A User add/change implementation for System Access
X
User add/change implementation for Solutions
X
Add/Change Printers W
X
Printer add/change requests I
X
Printer add/change implementation on ASP network I
X
Printer add/change implementation for Solutions V
X
Disaster Recovery
X
Password Management
X
j Application Management r
Application Configuration
X
Application Security Management
X
Accuracy and Control of Data
X
Security
Intrusion and Penetration Testing
X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a
VPN concentrator, including router, this will be provided by the Company. It will reside at Customer's location but
is, and shall remain the property of the Company.
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by the
Company. Problem determination activities may include capturing error messages, documenting steps taken and
collecting configuration information. Customer may also be requested to perform resolution activities including, for
example, modification of processes. Customer agrees to cooperate with such requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Solutions.
15. Development Work. The Support Standards do not include development work either (i) on software not licensed
from the Company or (ii) development work for enhancements or features that are outside the documented
functionality of the Solutions, except such work as may be specifically purchased and outlined in Attachment 1. The
Company retains all Intellectual Property Rights in development work performed and Customer may request
consulting and development work from the Company as a separate billable service.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Aareement No. 5686
16. Telephone Support & Support Portal
16.1. Hours. The Company shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's
Local Time within the continental United States, excluding holidays ("5x9"). The Company shall provide to
Customer, during the Support Hours, commercially reasonable efforts in solving errors reported bythe Customer
as well as making available an online support portal. Customer shall provide to the Company reasonably detailed
documentation and explanation, together with underlying data, to substantiate errors and to assist the Company
in its efforts to diagnose, reproduce and correct the error. This support shall be provided by the Company at
Customer location(s) if and when the Company and Customer agree that on-site services are necessary to
diagnose or resolve the problem. Customer must provide the Company with such facilities, equipment and
support as are reasonably necessary for the Company to perform its obligations under this Agreement,
including remote access to the Specified Configuration
16.2. Releases. Customer shall promptly install and/or use any Release provided by the Company to avoid or
mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions
shall be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the
Documentation whenever the Company determines, in its sole discretion, that such updates are necessary.
16.3. Case Number. Measured from the moment a Case number is created. As used herein a "Case number' is
created when a) a Company support representative has been directly contacted by Customer either by phone,
email, in person, or through the Company's online support portal, and b) when the Company's support
representative assigns a case number and conveys that case number to the Customer.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
W1110ENTRALSQUARE
ATTACHMENT
It is the policy of the Company to reimburse staff for reasonable and necessary expenses incurred in connection
with approved travel on behalf of the company in delivering goods, products and support to our Customers. If
travel is required, the Company uses a corporate travel agent and who prioritizes efficiency and discounts when
making arrangements. At all times the Company will adhere to the following when incurring travel expenses:
AIR TRAVEL —the least expensive class of service available with a minimum of seven (7) day, maximum of
thirty (30) day, advance purchase. Upon request, the Company can provide travel itineraries as the receipt for
airfare 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, reimbursement will follow the current IRS approved mileage rate for all local trips.
LODGING —The Company will use the most reasonable accommodations possible, dependent on the city. All
food items, movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more the Company
employees sharing a car in which case the use of a full size car is authorized. Gas is reimbursable, pre -paid
gas purchases are not 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. The Company shall decline all rental
car insurance offered by the car rental agency as staff members will be covered under the Company's auto
insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION — Staff members are expected to use the most economical means for traveling to
and from the airport (Airport bus, hotel shuttle). Airport taxi or mileage for the employee's personal vehicle are
reimbursable if necessary. Upon request, receipts for taxi, shuttle, uber or similar will be submitted to Customer.
OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer 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 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 — Standard Per Diem, subject to change due to cost of living.
.wi.
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
ATTACHMENT 4
Agreement No. 5686
Before commencing performance under this Agreement, and at all other times this Agreement is
effective, COMPANY will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
Tvoe of Insurance
Limits
Commercial general liability:
$2,000,000
Professional Liability
$1,000,000
Business automobile liability
$1,000,000
Workers compensation
Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -
CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will
be endorsed to name CUSTOMER, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by CUSTOMER will be excess thereto. Such endorsement must be
reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an
"occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CUSTOMER.
2. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on
a "claims made" basis if not available. When coverage is provided on a "claims made basis,"
COMPANY will continue to renew the insurance for a period of three (3) years after this Agreement
expires or is terminated. Such insurance will have the same coverage and limits as the policy that
was in effect during the term of this Agreement and will cover COMPANY for all claims made by
CUSTOMER arising out of any errors or omissions of COMPANY, or its officers, employees or
agents during the time this Agreement was in effect.
3. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92,
including symbol 1 (Any Auto).
4. COMPANY will furnish to CUSTOMER duly authenticated Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement and such other evidence of insurance
or copies of policies as may be reasonably required by CUSTOMER from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a
Rating of "A:VII."
5. Should COMPANY, for any reason, fail to obtain and maintain the insurance required by this
Agreement, CUSTOMER may obtain such coverage at COMPANY's expense and deduct the cost
of such insurance from payments due to COMPANY under this Agreement or terminate the
agreement.
Boum .A
DocuSign En�elope ID: 6897B222-'37D6-4B4A-964388 1-B55DBA7910.5686
4 Ui 1, r— 1A I U IN CENTRALSO
COMPANY
IVA,
mim I
STATE M �E N T 0 F''WO, R, K
El Segundo, California
COMMUNITY DEVELOPMENT
mmulm
Confidential and Proprietary
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Statement of Work
TABLE OF CONTENTS
1.0 EXECUTIVE SUMMARY
Introduction
Project Assumptions
2. SCOPE OVERVIEW
2.1 Software Scope
2.2 Services Scope
Task 1: Project Management
Task 2: Kick Off
Task 3: Workflow & Technical Discovery
Task 4: Configuration and Installation
Task 5: Data Conversion
Task 6: Quality Assurance Testing
Task 7: Training
Task 8: Mock Go Live Support
Task 9: Go Live Support
Task 10: Transition to Product Support
ATTACHMENT A — SAMPLE IMPLEMENTATION SCHEDULE
Agreement No. 5686 '"
CEN
RALSQUARE
TECHNOLOGIES
www.centralsqr.com Confidential and Proprietary
i I Page
2
2
2
4
4
6
7
13
15
17
23
28
30
32
33
34
DocuSign Envelope ID: 68978222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
ormu!!gi
1.0 Executive Summary
vit1111
This document is the Statement of Work (SOW) for the implementation of Community Development software and related
services solely related to the software expressly identified in the Order (the "Agreement") for the City of EI Segundo,
California (The "Customer"). CentralSquare Technologies ("CentralSquare") will provide implementation services
identified in the Agreement as further described in this SOW to assist the Customer in implementing the CentralSquare
Community Development software. The SOW is an attachment incorporated as part of the Agreement signed by
CentralSquare and the Customer. All actions directed herein shall be performed in accordance with the Agreement.
This SOW is intended to be a planning and control document, not the detailed requirements or design of the solution.
JI . ,IIV q.! 1.. m p, .. u.m 11 IIII Ilu IIII'; c II o, III III,!`:
CentralSquare is implementing a Commercially Available Off -the -Shelf solution.
Any specific customizations are defined in the Agreement; and, customizations will necessitate separate requirements
documentation (to be developed post contract execution).
Customer and CentralSquare expect that this SOW may be modified from time to time as mutually agreed, given that
CentralSquare may be provided or may obtain a more thorough understanding of Customer's existing policies, practices,
and operations through the post -contract planning and discovery process.
Customer and CentralSquare will jointly develop the detailed and fully integrated project plan and schedule. Any
significant or material changes to the project, once the project plan is finalized, will follow the Change Control and Change
Request Process as described herein.
The proposed project services include project management, installation, implementation, training, consulting, and other
services work necessary to complete the project as described in this SOW and representing a best good faith estimate
based on knowledge at time of the Agreement. For each CentralSquare services task, CentralSquare will assign a team
member to provide the services, using up to the proposed total hours to complete the task. The Change Control and
Change Request Process, as described within this SOW, accommodates any need for additional services to complete a
services task. This may include reallocating services, or providing an additional number of services hours, as determined
and mutually agreed upon by the Customer and CentralSquare.
The Customer will form a Project Team and will make their Project Team members available for meetings; consulting and
training sessions; discussions and conference calls; and, other related project tasks or events requested by CentralSquare,
or as indicated in the project plan. The Customer Project Team members will respond to information requests from
CentralSquare staff in a timely manner as to minimize delays in the project. The Customer will designate a representative
as the Project Team's Project Manager. The Project Manager will be the primary point of contact for project coordination
throughout the project.
The Customer will provide adequate breakout and conference space, as well as an adequate workspace for each onsite
CentralSquare consultant, with access to network, Wi-Fi, telephone, and close proximity to the Customer Project Team.
Customer will provide adequate training space and computers for the scheduled training throughout the project. The
training spaces will include fully functioning networked computers, meeting the required CentralSquare hardware standards.
CentralSquare may consider alternative meeting options such as WebEx, video conferencing, remote desktop, and
conference calls when appropriate.
The Customer may obtain the services of an additional consultant to provide project review, advice, and consultation at
their own cost. CentralSquare will make every attempt to cooperate with the efforts of this consultant within the context
of Customer's participation, deliverable review, and approval timeframes identified within this SOW and the Agreement.
www.contralsgr.com
Confidential and Proprietary
2 1 Page
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
Both the Customer and CentralSquare will furnish resources with appropriate skills and experience to handle the roles
and responsibility described in this SOW.
CentralSquare is not responsible for quality of Customer's legacy data or for the correction or resolution of data quality
issues unless previously agreed upon.
Customer will make resources available to assist as needed to fulfill the responsibilities herein.
www.contralsgr.com
Confidential and Proprietary
3 1 Page
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
2. Scope Overview
The purpose of this project is install CentralSquare's Community Development applications with a Commercially Available
Off -the -Shelf software to improve the Customer's existing administrative processes to take advantage of industry best
practices that best leverage the Community Development application. The project scope is comprised of the software and
services identified in the Agreement and further described throughout this SOW.
CentralSquare shall provide maintenance service, technical support, and software updates. Covered
software does not include hardware, hardware vendor operating systems and/or other system software,
"Customer" developed software, or third -party software that is not part of this agreement.
CentralSquare will provide to the Customer a Community Development software to enhance local government operations
through flexibility in automating permitting, managing inspections, regulating land use, and tracking projects.
CentralSquare will deliver computer software and database structure for SQL/Server database.
The following outlines the software modules included as part of the Agreement.
Enterprise Modules Included
I', Modules Not Included
Permitting
(Cognos)
® Projects and Planning
19 VoiceTRAK IVR
Cornpliance
® Licensing
a odes q �' O Gi5)
® Entity Management
00!llla. r Response Management
®LLyBasic 'Re Reporting, ,
p g. and Analytics
............................_..._...
® citizen Engagement
® Mobiles
® Fusion
it Advanced GIS
® Licensed users —33
www.contralsgr.com
Confidential and Proprietary
4 1 Page
DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
The following further defines certain modules:
Provide Basic Reporting and Analytics
Correction libraries
Provide Citizen Engagement module.
Agreement No. 5686
1
Community Development includes Permit, Enforcement, Plan
Deliverable: Includes one (1) standard Citizen Portal, one (1) standard eCheck API and one (1)standard
Credit Card API interface.
Provide Mobiles module.
Deliverable: Includes one (1) application for Inspect, (1) application for Code, and (1) Mobile Services
API.
Provide Fusion module.
Deliverable: Includes one (1) of each of the following Community Development integration, Web
Services, Finance Web API, Laserfiche API, California SLB Integration, CRM Integration API,
Credit Card Reader Interface, Cash Drawer Interface, API for Signature pad, API for
Teleworks (Paymentus) IVR, API for Selectron IVR, API for ProjectDox, and Bluebeam
Server API
Please note that the above is a comprehensive list of the processes (integration, Web Services, or API)
included with the Fusion product. In the Integration and Interface section of this SOW specific processes
are identified based on initial discovery with the Customer. Any processes not listed in the Integration or
Interface section that may be implemented in the future may incur additional professional services costs
based on the agreed upon hourly rate.
Provide Bluebeam module.
Deliverable: Server API Included with Fusion
Provide Advanced GIS module.
Deliverable: Includes Spatial Advisor and Spatial Connect
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CentralSquare will provide the following Services relating to
the Community Development software installation,
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Project Management
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Project Schedule with Services Implementation Guide
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Status Reports, on going
•
Communication Plan
•
Issues Tracking Log/Report
•
Test Plan
•
Training Plan
2
Kick Off
•
Agenda and Minutes
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•
Baseline Schedule
3
Workflow Discovery
I,
Workflow Discovery Agenda
•
Workflow Analysis Report
4
Installation and Configuration
I •
Hardware Installation/Configuration
•
Software Installation
•
Network Configuration Documentation
•
Database Architecture Document
•
User Guide
•
Admin Guide
•
VPN Port Guide (Cloud only)
•
System Configuration Guide
•
Workbooks
•
Unit Testing Results
•
Forms and Reports Specification Document
•
Standard Forms and Reports
•
Custom Forms and Reports
5
Data Conversion
•
Conversion Requirements Documentation
•
Converted Data Migration Report
5
Quality Assurance Testing
•
Testing Plan (Checklist)
•
System Integration Testing Results Report
7
Training
•
Training Materials (both in hardcopy and electronic format)
•
Training Outlines
•
Quick Reference Guides
................
8 Mock Go Live • Go Live Plan, Draft
9 Go Live and Go Live Support • Go Live Plan, Final
• Action Tracker
• Issue Log
10 Transition to Product Support • Project Closeout Review with Support Team and Customer
Service Team
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The implementation, conducted by a cross -functional team of consultants from several departments within CentralSquare
Professional Services led by the assigned Project Manager, follow a five -phase approach.
The high-level phases include:
Initiation — internal knowledge transfer, due diligence (e.g., contract review with Customer).
Planning — determination of required work, effort, and timelines. Key milestones during this phase include review of the
executed contract with the project team, presentation and review of the project plan, review of requirements
documentation, and development of a communication plan to establish frequency of project status meetings and reports.
Specific project dates will be mutually determined upon execution of the contract and will be maintained in the Project
Schedule.
Execution — active phase of implementation including core services related to four primary areas: installation,
implementation, testing, and training. This phase may also contain any data conversion requirement and customizations
to CentralSquare's applications.
Transition — includes both the Go Live activities that transition Customer from their old system to their new system and
the initial knowledge transfer of the Customer's information to CentralSquare Support Staff.
Closure — verification of deliverables and complete the transition of Customer to CentralSquare Product Support and the
CentralSquare Customer Success Manager.
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The following provides an overview of roles and responsibilities for both the Customer and CentralSquare.
CentralSquare's recommendations, listed below, have been formulated from experience with hundreds of
implementations through various organizations. Final responsibilities and team members are identified during the
Planning Phase of the implementation. It is very important to the success of the project to elect personnel with decision
making authority to these various roles and boards that will remain with the project until its completion.
Duties and Responsibilities of Customer
Customer will provide all information necessary for CentralSquare to establish the software's configuration, including but
not limited to:
• Current valuation and fee structures;
• Current Permit, Project, and Case type designations and categories;
• Examples of all current reports used by the Customer relating to business process management;
• Any exceptions to the typical business processes, or any special lifecycle requirements.
The Customer will ensure and provide staff who will be trained in use of CentralSquare 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 CentralSquare necessary to complete the project, including, but not limited to:
• Data obtained from Customer's present system to be incorporated into the new CentralSquare software; and
• Information relative to desired letters/reports to be incorporated into the CentralSquare software.
Should substantial changes occur that affect the negotiated project timeline, CentralSquare will provide the Customer
with a Change Order for additional services to extend the project timeline.
CentralSquare requests that the following facilities be available for the entire lifecycle of the project.
The Customer will provide an adequate workspace for each onsite CentralSquare consultant, with access to a
desktop workstation (connected to the City's network so that the consultants will be able to test the application
using the City's architecture), network, and close proximity to the Customer Project Team. Adequate breakout and
conference space will also be provided.
When CentralSquare is onsite, the Customer Project Team should ideally be located near the CentralSquare project
members to facilitate good communication and coordination amongst the team members.
Customer to provide classroom space, workstations (laptop or PC), and networked access to the server for all on-
site classes at Customer facilities. If Customer does not have hardware for conducting training, then CentralSquare
can provide onsite laptop labs for an additional cost.
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The following list provides an overview of committees and positions for CentralSquare and the Customer. Final
responsibilities and team members are identified during the Planning phase of the project.
Customer Staffing
The functions described below do not necessarily require multiple members but should be considered crucial to an on
time and on budget delivery of the project.
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 communicating the project's overall importance to
their organization. The Project Sponsor will be involved in the project as needed to provide necessary support, oversight,
and guidance, but may not participate in day-to-day activities. The Project Sponsor will empower the Executive Steering
Committee to make critical business decisions for the organization and participate in the Change Control Board. Smaller
organizations may consider these roles to be interchangeable and designate one person to lead.
• Executive Steering Committee: The Executive Steering Committee (Committee) will understand, support, and
communicate the cultural change necessary for the project and foster an appreciation of the value of an
integrated system throughout the organization. The Committee oversees the Project Team and the project aiding
when necessary to resolve issues and mitigate risk. Through participation in regular meetings, the Committee will
remain updated on all project status, decisions, and milestone achievements. It is imperative for this Committee
to provide support to the Project Team by communicating its importance throughout the organization from
leadership to end-users. The Committee is responsible for ensuring the project has appropriate resources,
providing strategic direction to the Project Team, and making timely decisions on critical project or policy issues.
• Change Control Board: Change is inevitable in any project. The purpose of a Change Control Board is to ensure
change is managed in a timely manner to minimize risk related to schedule and budget constraints. During the
planning phase of the project, the Project Managers will set a cadence for the Change Control Board to discuss
requested change, determine need, assess impact, and provide guidance to the Project Team. Agendas will
follow a standard outline to include status of previously approved changes, introduction and discussion of new
requests, and discussion related to risk of ongoing change as it relates to the timeline and budget of the project.
Project Manager: The customer will be responsible for providing a Project Manager who will coordinate team members
and the overall implementation schedule. Through coordination with the CentralSquare Project Manager, the Customer
Project Manager will be responsible for reporting to the Customer Steering Committee and/or Project Sponsor the status
of the project and providing the Customer's change management communications and coaching. The Customer Project
Manager will also be the primary point of contact for the organization in relation to this project and will coordinate all
onsite CentralSquare activities with the CentralSquare Project Manager.
Project Team - Functional Application Owners: Project Team members will be the functional application owners (FAO)
for each area in the system. The Project Team members should be equipped with detailed subject matter expertise and
must be empowered to make appropriate business process and configuration decisions in their respective areas. The
Project Team is tasked with participating in project tasks related to their functional areas described in this SOW including
planning, business process analysis, configuration, documentation, testing, training, and all other required tasks. The
Project Team will be responsible for and empowered to implement the new system in the best interests of the Customer
consistent with the project goals, project vision, and direction from the Customer Project Manager and Executive Steering
Committee.
CentralSquare Staffing
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Executive Sponsor: The CentralSquare Executive Sponsor is to provide support to CentralSquare Project Managers in
reporting project progress to the Executive Steering Committee as necessary. The CentralSquare Executive Sponsor will
approve and sign off on any material changes to project scope and/or staffing changes.
Project Manager: CentralSquare is providing an experienced Project Manager to this project. The Project Manager will
remotely assist in facilitating activities. The CentralSquare Project Manager will coordinate between all CentralSquare
departments as well as provide CentralSquare staff in accordance with the agreed upon project plan. If there is an issue
that could delay the project, the CentralSquare Project Manager will immediately notify the Customer Project Manager
and Project Sponsor/Steering Committee. The CentralSquare Project Manager will provide the status, tracking, and
procedures for issue resolution. The CentralSquare Project Manager will also serve as the point person for all project
issues and isthe first escalation point.
The Centra|3quaneProject Manager will also perform the following tasks:
° Monitor and report progress onCentmlSquare'sresponsibilities.
* Oversee the software installation completion.
* Oversee the fulfillment of Go Live dates as agreed upon in the project schedule.
w Monitor the work plan and schedule and make course corrections asnecessary.
w Prepare regular status notes and lead project caUs/meetinXs
Functional Leads (Consubants, Developers, and Technical resources):The Centra|SquareFunctional Leads include
subject matter experts, commonly referred toas"SyNEs",hnmthevoriuuydepartmentsindudingtroiningandinstaUahon
for the products defined in the Agreement. The CentralSquare Functional Leads will work with the Customer Project Team
to assist in the design and configuration of the Community Development system for optimal long-term use.
Leading the Community Development software configuration will be the CentralSquare Functional Leads with assistance
from the Customer's Project Team. The CentralSquare Functional Leads will check that the software operates after
configuration as outlined in its documentation. The CentralSquare Functional Leads will provide training on security and
workflow as well as assist with set up according to this SOW. CentralSquare Functional Leads will also perform the
following tasks:
* Assist with the resolution of issues.
° Train the Customer Project Team during the provisioning of the purchased solution.
* Provides and assists with data conversion guides according to Customer specifications and this SOW.
* Create and deliver integration and interface programs according toCustomer specification and this SOW.
* Create and deliver reports according toCustomer specification and this SOW.
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Project Status Cadence Meetings
Project status cadence meetings, scheduled as determined by the CentralSquare and Customer Project Managers,
establish the status of the project; achievements over a defined iterative period, risk mitigation, issue review, and
assurance of awareness of upcoming activities. Continuity in the meeting schedule is critical to early intervention of risks
and issues.
Project Status and Issues/Risks Reporting
In addition to the regularly scheduled Project Status Meetings, the CentralSquare Project Manager provides two key types
of reports as part of the Communication Plan.
• The Project Status Report, distributed to key stakeholders at a frequency to be determined based on the needs of the
Customer (typically bi-weekly or monthly), summarizes milestones completed, as well as recent and upcoming
project activity.
The Issues Log, updated continually by the CentralSquare Project Manager, tracks entry and management of project
issues identified by CentralSquare or the Customer. Log entries include status updates, action items, and
responsibilities of both parties. Risks and issues tracking log adjustments are mutual agreements by the
CentralSquare and Customer Project Manager.
The Customer and CentralSquare agree that the individuals designated in the final project plan are essential to the
services offered pursuant to this Agreement. The Customer and CentralSquare should anticipate challenging issues to
arise throughout the implementation process due to the nature and complexity of projects of this type. For expedient
remedying of challenging issues, the Customer and CentralSquare will use the following dispute resolution process.
All communication regarding the project directed to CentralSquare's Project Manager and the Customer's Project
Manager maintain consistent communication between the parties. Regularly scheduled project status meetings maintain
open communication between the CentralSquare and Customer Project Manager.
• All issues or concerns are to be openly and actively discussed between CentralSquare's Project Manager and the
Customer's Project Manager prior to any escalation.
• If issues begin to interfere with the progression of the implementation project, the Customer and/or CentralSquare
Project Manager should escalate challenges to senior management representatives in the sequence below, as
needed:
CentralSquare
Escalation to CentralSquare management is as follows:
Name and Role
Phone
Project Manager
George Slyman, Sr. Director Professional
360-303-9362
Services
Michael DiOrio, Sr. Director Professional
617-999-3471
Services
Aydin Ash, VP, Professional Services
604-340-1720
Customer
Email
TBD
George.Slyman@CentralSquare.com
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Customer will provide escalation personnel to CentralSquare Project Manager during Kick -Off phase of the project.
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The Customer and CentralSquare may request a change to the services outlined in this SOW 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 CentralSquare) required to perform the change.
• 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 CentralSquare or Customer management may propose a change by submittal of a Change Request to the other
party. The other party has five (5) 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 five (5) 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 above-mentioned dispute resolution process.
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The Kick -Off Meeting starts the planning phase of the project. The purpose of the Project Kick -Off Meeting is to engage in
a high-level discussion of the implementation goals, approach, schedule, team member responsibilities, and Customer
requirements. The Project Teams (both CentralSquare and Customer) will meet to review the contract, project
requirements, final SOW, and other information to begin planning out the project.
The agenda and materials require collaboration with the Customer Project Team. The meetings typically include:
• Introductions of CentralSquare and Customer Project Team members; roles and responsibilities.
• Review of contract, deliverables, and objectives.
• High-level overview of licensed products purchased by the Customer.
• Review of key project management practices.
• Review of the SOW, to include roles and responsibilities for each entity.
• Workflow and Technical Discovery.
• Review of the training courses included.
• Discussion on specific scheduling requirements and constraints.
• Review of the draft project schedule and key deliverables.
During the planning phase of the project, after collaboration with the Customer Project Manager at the Kick -Off meeting,
the CentralSquare Project Manager will provide an integrated Project Schedule using a format preferred by the Customer
(i.e., Microsoft Excel, PDF, MS Project, etc.). The document will include all the tasks identified herein, additional summary
project activities, deliverables, and other milestones of the project.
A fully integrated Project Schedule provides the Project Teams with a clear path to Go Live including critical path items.
Identifying all critical path dependencies will allow the Project Teams to perform critical path analysis several times over
the course of the project providing information to executives on the true status and progress of the project. A sample
Community Development Project Schedule is included as Attachment A.
This schedule once reviewed and updated with feedback by the Customer Project Manager, will become the official
baseline for the project. All changes will be executed according to the mutually agreed upon change control process and
will be reported by the CentralSquare Project Manager at the regularly scheduled project status meetings.
The planning phase is considered complete when the baselined project schedule is agreed upon by all parties.
Roles and Responsibilities
CentralSquare:
Provide project oversight and management of CentralSquare personnel (e.g., Consulting Manager, Training Team Lead).
Provide a meeting agenda in advance and minutes/action items list after the meeting.
Prepare a draft Project Schedule with milestones and potential services dates to discuss at the Kick -Off Meeting.
CentralSquare personnel participating in this task:
o Project Manager
o Functional Leads (as needed)
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° Participation atthe Kick -Off Meeting bythe Customer Project Manager, Project Team/FAOsand other key personnel
(as determined by Customer).
° Reserve appropriate meeting facility and publicize tointernal team.
* Active participation isrequired for successful planning and discovery.
Assumptions:
Both CentralSquare and Customer will assign Project Manager's with the requisite skills and leadership authority
within the organization to effectively accomplish the goals and complete the scope of the services in this SOW.
Centra|Squareestimates the total |engthofthepnojecttube12monthsCentra|Squunehasindudednemnt Project
Manager (RPM) hours to cover the project; however, if extraordinary issues occur during the implementation that
result in project overruns of the allotted RPM hours, the Customer may contract for additional hours.
Customer will participate in weekly project team calls with CentralSquare's Project Manager.
Customer is responsible for completing the go -live checklist no less than 30 days before Go Live to ensure full testing
has occurred and the customer organization isready for golive.
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The Workflow and Technical Discovery task will assist CentralSquare staff in recommending configuration options during
the provisioning of the Community Development applications and serve as a roadmap for the application configuration to
be completed throughout the project implementation. The CentralSquare Project Team will schedule a Workflow and
Technical Discovery workshop early in the initial stages of the project to identify potential gaps or operational procedural
changes needing to be addressed.
Prior to conducting the workshop, CentralSquare project staff may request key documents, such as organizational charts,
current documentation of processes as they may exist, and policy/procedures manuals. Making this information available
will allow CentralSquare Functional Leads to become familiar with the Customer providing opportunities for more
insightful questions around processes. The Customer Project Manager will coordinate with Customer Project Team (and
other staff as necessary) to assist in gathering and distributing these requested documents.
This workshop will be structured to provide the Customer's Project Team with an overview of the CentralSquare
Community Development system, review preparations for upcoming project tasks, identify required data necessary to
provision the new system, and review project roles and responsibilities. CentralSquare Functional Leads will conduct an
overview demonstration of the integrated components of the new system, focusing on system logic and information flow
throughout applications; and, will engage in discussions on Customer's current workflows, desired functionality, and
requirements. During the workflow assessment, the CentralSquare Functional Leads will meet with the Customer's FAos
and identified key personnel in various areas of operations to review current outputs, documents regarding Customer
policies, and gather any additional information around current procedures.
The specific agenda and schedule for the workshop will be agreed to by both the CentralSquare and Customer Project
Managers. The workshop will, at a minimum, begin with a general session involving the entire Customer Project Team, as
well as breakout sessions with key City personnel from specific work areas.
CentralSquare will document all findings during the workshop into a Workflow Analysis Report.
CentralSquare will summarize the operations processes reviewed and provide recommendations for process
improvement as necessary. Recommendations will focus on application configuration options consistent with
CentralSquare best practices based on experience with customers with similar business practices and implementing
systems of comparable size and complexity. Taking advantage of the process improvement recommendations by
CentralSquare will allow the Customer to take full advantage of all functionality within the Community Development
applications as purchased under the Agreement.
Roles and Responsibilities
CentralSquare:
• In collaboration with the Customer's Project Manager, create and review the workshop schedule and agenda for the
discovery to confirm process areas, identify participants for various meetings and observation sessions, and set the
timeline for presentation of the final recommendations.
• Validate the hardware architecture for the solution.
• Assess and review Customer's current workflow processes in key areas to identify opportunities afforded by the
CentralSquare system for process improvements or for process changes necessitated by the transition to the
CentralSquare system.
• Document recommendations for application configuration and usage in each key area of operations assessed in a
Workflow Discovery Report.
• Present the results of the Workflow Analysis Report to the Customer's Project Team. Incorporate Customer feedback
(questions, requests for edits) provided in writing, following the verbal presentation of the recommendations.
Provide a revised report within ten (10) business days of receipt of written Customer feedback.
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• Conduct internal knowledge transfer within the CentralSquare Project Team to ensure that all consultants and
trainers are aware of and prepared to implement the recommended application configurations.
CentralSquare Roles participating in this task:
o Project Manager
o Functional Leads
Customer:
• Cooperate with CentralSquare Project Manager to develop a mutually agreeable schedule and agenda for the
workflow discovery. Identify appropriate Customer personnel to attend each scheduled meeting, interview, or
observation and communicate expectations to the personnel identified.
• Provide Department requested documents within required timeframe. If a document is not available, provide
alternative document/information source as a substitute.
• Ensure that identified Customer personnel attend all scheduled meetings, interviews, and observations. If scheduling
adjustments become necessary during the discovery process, discuss these needs with the CentralSquare Project
Manager.
• Review recommendations in the Workflow Analysis Report and attend the scheduled presentation of the findings.
Submit written questions or requests for clarification/revision to the CentralSquare Project Manager within five (5)
business days of the presentation.
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CentralSquare will be responsible for configuring the Community Development applications, while the Customer
will be responsible for coordinating any third -party vendors and developing any documentation required for
system testing. All communication between the Customer and CentralSquare in this stage is anticipated to be
done remotely. The CentralSquare Project Manager will be the Customer's primary contact with other
CentralSquare resources utilized as -needed.
Roles and Responsibilities
CentralSquare:
• Perform agreed-upon configuration / data conversion.
• Coordinate additional information from Customer as needed.
• Lead weekly status calls with Customer.
• Maintain shared project plan.
Customer:
• Coordinate configuration / development of any third -party vendors.
• Develop standard operating procedure (SOP) documentation (with assistance from CentralSquare consultants).
• Develop testing and training plan (with assistance from CentralSquare consultants).
• Participate in weekly status calls.
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Installation services for CentralSquare software applications encompass loading of all pertinent files and the initial
configuration of the Community Development applications to activate all functionality purchased.
CentralSquare and Customer will conduct the following Installation as part of this project.
Tasks Name Description Customer Role CentralSquare Role
1. Installation Initial Installation of • Attend Discovery • Discovery Call
CentralSquare's Community Call • Complete install
Development software and data
migration
2. Test Account Test Account Creation is the • Validate Account • Create Test
Creation creation of the test account Account
which is cloned from the pre-
production environment.
Assumptions
• CentralSquare will migrate all Customer data into the Community Development database and confirm that the
Community Development software's primary system functions are available.
• CentralSquare will install the Community Development software into our Public Government Cloud environment,
managed by our Cloud services team centers and provide access to the Customer through a standard URL. We
will also provide a VPN device to access the URL to secure city required third -party integration identified for this
project.
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CentralSquare will create one (1) Production Account and one (1) Test Account as part of the Quote. Additional
accounts will require additional hours added to the Quote by mutual written agreement at CentralSquare's
prevailing rates.
Initial installation of the Community Development software is completed into one (1) pre -production
environment. All configuration, training, and testing is completed in this environment. Prior to end-user training
a "testing" environment is created and the data from Pre -Production is copied over. This second environment
called "test" is used to train end-users and as a sand box for users to learn. Prior to final go live the Pre -
Production environment is cleared out of data and the "final conversion" from production is completed. Pre -
Production is now considered "production."
Roles and Responsibilities
CentralSquare:
• Load files and perform initial configuration of all licensed CentralSquare applications, including base and add-on
modules, and interfaces to third -party applications. Configuration includes activating appropriate modules, table set
up, and selection of mandatory configuration settings based on combination of CentralSquare applications
purchased.
• Set up test environment as mirror copy of the production environment.
• Conduct knowledge transfer of installation/set up procedures to Customer IT staff and/or other designated personnel
responsible for set up and maintenance of end-user computers (4-6 people maximum).
• Conduct a test to verify that CentralSquare applications have been installed and configured successfully, operating
properly, and are ready to begin the implementation and configuration process. Note: Not all CentralSquare
components may be ready at this point, for a full test, but a reasonable effort ensures CentralSquare components are
ready for the next step in the process. CentralSquare installation services will ensure that all needed components are
prepared and ready prior to conducting subsequent activities for the specific application area according to the agreed
upon Project Schedule.
• Provide Customer with installation instructions to complete the remaining installation/access procedures on the rest
of the Customer workstations and mobile equipment.
CentralSquare Roles participating in this task:
o Project Manager
o Technical Consultant
Customer:
• Participate in planning activities (conference calls, emails) with CentralSquare Application Installation Consultant and
Technical Lead.
• Provide access to City's servers (including third -party) as required for CentralSquare Technical Lead and Application
Installation Consultant to perform installation and migration tasks.
• Attend knowledge transfer sessions focusing on how to prepare workstations or mobile computers to run
CentralSquare applications.
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w
The software Integrations and Interfaces identified during initial discovery 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 and/or interface services scope be performed by CentralSquare. If substantial changes to the integration or
interface scope is requested to be modified by Customer, it may become the subject of a separately executed Change
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Order which will describe changes in scope of services and payment of fees due for such modified hours/pricing. If the
scope change is the result of adding and deleting interfaces, then CentralSquare will determine the net effect of the
change before initiating a Change Order request. All Change Orders associated with interfaces will be based on
CentralSquare's Professional Services current hourly rates.
CentralSquare and Customer will conduct the following Integration and Interfaces services as part of this project.
Integration Scope
Integrations with City's Laserfiche solution, Electronic Plan Review Tool Bluebeam, ESRI GIS Server, 3'd party Citizen
Response Management (CRM), and online payment platform using one of Central Square supported products are
included in the scope.
Integrations are process where data from the Community Development system is compiled in a format (stored
procedure/batch export) for use into another Customer's system.
Applies to: Deliver batch export to Customer's financial system.
Deliverable: Create a stored procedure/batch script routine to export financial details nightly from the
Community Development system to be manually imported into the Customer's financial system. A
sample import file layout with instructions must be provided to CentralSquare within the timeframe
specified in the project plan created after the requirement analysis
Applies to: Financial data from a single source.
o Finance Batch Export*
*Customer responsible for manually importing file into Customer's general ledger (Tyler Eden). CentralSquare will assist
Customer in scheduling the batch export to run daily and FTP to a designated location.
Applies to: Publish a web service to be accessed by the Customer's financial system.
Deliverable: CentralSquare will stand up a web service to allow the Customer's financial system to get fee details
from the Community Development system and push payment details into the fees section of
Community Development.
Applies to: Financial data from a single source.
o Finance Web Service**
** Access to the Financial Web Service will be provided to the Third -party cashiering service (Tyler), to extract and update
payment details to and from the Community Development Suite.
Assumptions:
CentralSquare 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 integrations described
or any additional costs that the third -party might require for the integration to be successful.
a CentralSquare is not responsible for readiness delays caused by third -party.
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Interfaces Scope
Interface development is the joint responsibility of the Customer and CentralSquare. Customer will be responsible for
interface development work to/from existing legacy systems. CentralSquare will be responsible for interface development
work to/from the Community Development system. Interfaces allow for the automatic communication and data transfer
between systems.
CentralSquare will provide necessary assistance with interface setup, testing, and implementation to verify
communications and basic functionality. Upon completion of the Discovery work session(s), CentralSquare will provide
the Customer with a list of triggers for extracting data from the CentralSquare Community Development database to be
submitted to the Customer's third -party vendors and with the configuration details for data import. CentralSquare agrees
to answer any database/interface questions and work with Customer's vendors to complete interfaces as necessary.
When CentralSquare is engaged to create an interface program for the following process will be followed:
Validate Interface Scope.
Provide input on scope and
advise Customer on best
practices related to interfaces
.... ...........
Discovery between the Customer and the Lead task
Developer assigned to write the interface.
Specifics of the interface are detailed so that
both parties have a full understanding.
Specifications are created by the Interface
Developer and sent to the Customer.
Customer reviews and signs specifications.
Developer creates interface and delivers to the
Customer along with documentation of interface.
Customer staff tests results and reports any
discrepancies.
Developer adjusts interface based on the
Customer feedback and re -delivers along with
updated interface documentation. Above steps
are repeated until accepted.
Customer signs off on specification.
Roles and Responsibilities
CentralSquare:
Create specifications
Revise specifications as
necessary
Create interface and deliver to
the Customer
Provide assistance to Customer
as required to perform testing
Revise interfaced report as
necessary
None
Provide input
Participate in discovery and
make decisions
Provide input and answer
questions if necessary
Review specifications
Provide subject matter expert
to answer questions if
necessary
Review interface, test results
and provide feedback to
CentralSquare
None
Provide Sign Off
• Where a CentralSquare relationship exists, work directly with CentralSquare third parties, including other vendors,
state agencies, and local agencies that control products and/or databases with which CentralSquare products are to
be interfaced.
Install all interfaces required for Go Live prior to System Integration Testing.
Training for FAO on functionality of each interface as installed and configured.
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• Provide Interface Control Documents to Customer upon request.
Where interfaces are custom, CentralSquare will work with the third -party consultants to receive a detailed
statement of work around each custom item. CentralSquare will assist Customer as necessary in performing the
integration testing and validation.
Customer:
• Act as the primary point of contact with non-CentralSquare third parties, including other vendors, state agencies, and
local agencies that control products and/or databases with which CentralSquare products are to be interfaced.
• Provide detailed schema, protocol, query specifications, as needed, and as available per interface.
• Ensure design decisions are made conclusively and in a timely fashion.
• Provide a Customer point of contact for each interface who is knowledgeable of the workflow and data requirements.
• Responsible for validating all data transferred into Community Development and data transferred from Community
Development to another application.
• Provide FAO that is/are familiar with existing data structures in the legacy system to assist with the interface process.
• Provide expertise in third -party data, data mapping, and data validation.
• Review and provide feedback on all custom interface SOWS within ten (10) business days of delivery.
• Review and provide written feedback on Interface Control Documents within ten (10) business days of delivery.
Assumptions:
• CentralSquare is not responsible for the applicable third -party software, third -party hardware or third -party system
software costs which may be required for the development of the interfaces described.
• Central Square will provide assistance to the Customer with any information/requirements needing to be
communicated with their third -party vendors to accomplish the Interface scope. If necessary, CentralSquare will
attend and assist with dialog during work sessions between the Customer and their third -party vendor to ensure that
the required information to complete the interface scope is understood by all parties.
The following are the known interfaces included as part of the Community Development implementation;
Laserfiche
- Credit Card Online Payment Gateway API
- Credit Card Reader API
- Online Credit Card Payment and/or eCheck Processor Integration via one of Central Square supported
products (Authorize.Net, Virtual Merchant/Elavon/Converge, CSI/JetPay, PayFlowLink (Paypal, USA e -
Pay, Cardknox, or Paymentus)
- Financial Batch Export for Online Payments*
Finance Web Service"
Bluebeam
GIS ESRI ArcGIS Server
IVR Integration: Selectron and Paymentus
3rd party CRM Solution Integrations
Over The Counter Credit Card Payment Processing Integrations with Supported Payment Processors (i.e.
via Credit Cards, eChecks)
■ Cardknox
CA CSLB (California Contractors State License Board)
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* During the Discovery phase CentralSquare will create and provide to the Customer a stored procedure/batch script
routine to export financial details nightly from the Community Development database into the Customer's financial
systems (Tyler Eden). CentralSquare will also provide the configuration details for data import into Customer's financial
systems' general ledger. CentralSquare will assist Customer in setting up a routine to run automatically by creating a GL
transaction batch and sending the batch to a designated folder. CentralSquare will assist the City in and scheduling the
batch export to run daily and FTP to a designated location.
** During the Discovery phase CentralSquare will provide the requirements for access to the Financial Web Service to the
Third -party cashiering service (Tyler), to extract and update payment details within the Community Development
database.
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Legacy data conversions are a very labor-intensive process that will require open communications between the
CentralSquare and Customer data conversion teams.
The following data from the Customer's legacy system has been identified as data needing to be converted to Community
Development 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 CentralSquare. 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.
CentralSquare 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. CentralSquare 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 from the Customer's legacy systerl
o Assessor / GIS Connect (LA County)
o Legacy Data — MUNI Permits
o License Track (Contacts and Licenses)
Requirements and Notes:
• For GeoData/GIS Conversions:
o Customer understands that Community Development integration relies on the agency's source data format
remaining constant once conversion instructions are provided by the customer. Any change to the
Community Development GIS/GeoTRAK integration that is due to data format changes will be subject to a
Change Order.
• Customer to provide CentralSquare all tables and files that are necessary for historical data conversion.
• Customer to provide all necessary files and data to CentralSquare within thirty (30) days of project commencement
date.
• Customer to sign off on Data Conversion Data Mapping Specification provided by CentralSquare.
• 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:
o Modifying translation logic for data sources that are included in this document;
o Converting tables/fields that were previously thought to be unnecessary for conversion, provided those data
sources are included in the Specification.
• Major changes will incur an additional cost. Major changes include:
o Requirements to convert additional data sources;
o Modifications to structure of data sources, including field names or data types;
o Changes requested after the deadline for issue submission;
o Fundamental changes to conversion methodology as determined by CentralSquare.
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I V
Customer will thoroughly test data converted by CentralSquare after each delivery and report issues within the
timeframes agreed in the Project Schedule. In the event, unplanned data conversion activities are required, then
CentralSquare and Customer will mutually agree on an appropriate change in project cost.
Data conversion development is the joint responsibility of the Customer and CentralSquare. Customer will be responsible
for extracting data from their legacy system(s). CentralSquare will be responsible for importing the data conversion files
received from the Customer into Community Development using standard imports (where available) or conversion
programs.
When CentralSquare is engaged to write a data conversion via a conversion program, the process flows as outlined:
ullllllllllllllllll� 1111111 VIII IIIIIIIIIVullllllllllllllllllllllll III � ,�k"�Im,m� I^��IIIIII muum Immo uipupuuu uuuuuuuuu um SII^ "" III III
Validate conversion scope. m Provide input In scope Customer to provide
illlllllllllpllllllll t
and advise Customer on I and requirements for data
best practices related to conversion
converting data
Discovery call between the Customer and the Data
Lead Task
Participate in Discovery
Conversion Specialist assigned to write the data conversion
and make decisions
program. During call, specifics of the task are discussed so
that both parties have a full understanding.
Provide to CentralSquare all tables and files that are
Provide FTP or other
Provide data
necessary for historical data conversion.
agreed upon secure
method for transfer of
d ata
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.
Revise specifications as
Review specifications and
necessary
provide feedback
Complete data conversion checklists. Customer and
Complete data
Provide data from Legacy
CentralSquare will compile separate checklists that will be
conversion checklists and
system in CentralSquare
compared at data delivery
compare to Customer
required formats, and
checklist
complete data conversion
checklist
Deliver data and data conversion checklists for testing. Walk I Deliver data and None
the customer staff through testing data conversion completed data
conversion checklist
..............
Tests results and reports any discrepancies. Supports the Customer Test and validate data
testing converted data
CentralSquare Data Conversion Specialist adjusts conversion Adjust Conversion None
program and delivers data. Above steps are repeated until Program
accepted.
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Customer signs off on completion None Sign Off
Roles and Responsibilities
CentralSquare:
• CentralSquare will assign a designated CentralSquare conversion team to analyze Customer legacy data.
• CentralSquare will arrange an analysis meeting with Customer Project Team representatives to review the conversion
options and to confirm both the environment and module data to be converted.
• CentralSquare will develop conversion programs specific to the modules requested by Customer. CentralSquare will
work closely with Customer staff throughout the process to find any data that is not clearly identified in the legacy
system.
• CentralSquare will perform a maximum of three data uploads. If additional iterations are requested by the Customer,
then each iteration will be billable at the standard hourly rate outlined in the Agreement. It is important for Customer
representatives to thoroughly review and fully document discrepancies to avoid the need for additional conversion
iterations and subsequent additional costs.
• CentralSquare will reconvert the module data with code table translations provided by Customer staff and upload the
data to the Customer's Community Development server.
• CentralSquare will perform an internal audit of the converted module data to identify any application related issues.
CentralSquare will make final corrections to items identified in the audit and on Customer's final punch list.
• CentralSquare will extract the final legacy data for the scheduled Go Live.
CentralSquare Roles participating in this task:
o Project Manager
o Data Conversion Consultant
Customer:
• Customer will be responsible for providing CentralSquare with legacy source data in any of the four following data
formats: SQL database, Microsoft Access database, Microsoft Excel spreadsheet, delimited text file, etc. A final legacy
system data extraction will need to occur immediately prior to the Go Live date and provided to CentralSquare.
• Customer staff will provide a data dictionary or equivalent documentation to facilitate mapping data elements
between the legacy system and CentralSquare's database. If sufficient documentation is not available, Customer will
need to provide screenshots of the legacy system to assist in mapping data elements to the CentralSquare database.
• The Customer is responsible for validating all data once it is converted into Community Development.
• Customer will provide FAO that are familiar with existing data structures in the legacy system to assist with the
conversion process, clean all data, and extract data from legacy to comply with CentralSquare file layouts.
• The Customer resources will provide the resources to assist with legacy data, data mapping, and data validation.
• 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 CentralSquare can read for import purposes
(Excel spreadsheet, for example).
• Customer staff will review the converted data and provide CentralSquare with detailed, written feedback within one
week of the delivery of a converted data set, or as mutually agreed by CentralSquare and Customer. This process will
continue for several iterations. Customer will provide CentralSquare with a final punch list of module discrepancies.
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CentralSquare will provide services as outlined in the agreement for custom forms and reports modifications.
Deliverable: Provide standard reports from the Community Development library, along with thefollowing
standard libraries:
o Permit Library includes a sample Permit Form, Certificate of Occupancy, Receipt, Invoice, and
Inspection Results Letter.
o Enforcement Library includes two (2) sample Violation Letters.
o Plan Corrections Library includes a sample Plan Correction Notice and a sample Planning
Commission Staff Report.
Requirements and Notes:
• Custom forms/reports 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.
• Customer to provide information regarding fee formulas, usage, permit and project forms.
• Customer Sign off on forms/reports specification provided by CentralSquare:
• 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:
o Modifying form/report logic for data sources that are included in the specification;
• Major changes may incur an additional cost as defined by CentralSquare. Major changes include but are not limited
to:
o Requirements to reformat the report after it has already been delivered;
o Modifications to the structure of content being displayed;
o Changes requested after the deadline for issue submission;
o Fundamental changes report format/content as determined by CentralSquare.
• Customer will use one of CentralSquare's standard formats. If CentralSquare standard format does not meet
requirements, the Customer can have a custom form created at additional expense. CentralSquare has included
additional hours for custom report generation that will be bill as incurred.
• Customer will provide written specifications and or current samples for all reports CentralSquare has agreed to
develop.
• When Custom reports are required, time estimates will be provided for each custom report so customer can prioritize
their needs and make proper decisions accordingly.
When CentralSquare is engaged to write reports CentralSquare and the Customer will use the following approach.
Create Scoping Document.
Advise Customer on best
practices related to reports
Discovery between Customer and the Project Participate in Discovery and
Manager. Specifics of the report are detailed so that make decisions
both parties have a full understanding.
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Define initial report and
requirements
Document specifications
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Specifications or current report samples are created by Develop specifications and send Provide input and answer
the Customer and sent to CentralSquare. to Customer for review questions if necessary
CentralSquare and Customer review and sign
specifications.
CentralSquare Report Writer creates report and
delivers to the Customer.
Customer staff tests results and reports any
discrepancies.
Review specifications and
provide feedback
Create report
Revise specifications as
necessary
Provide subject matter
experts to answer
questions if necessary
Answer any questions from Review, test report, and
Customer as testing is executed provide feedback to
C'Pntr;;lShclBrP
CentralSquare Report Writer adjusts reports based on Revise Report (if necessary) None
the Customer feedback and re -delivers. Above steps
are repeated until accepted.
Customer signs off on specification.
None
Provide Sign Off
Forms Creation Approach
When CentralSquare is engaged to develop custom forms, CentralSquare and the Customer will use the following
approach.
Validate Forms Scope.
Discovery between Customer and the Project
Manager. Specifics of the Workflow are detailed so
that both parties have a full understanding.
Specifications are created by the Project Manager and
sent to Customer.
Customer reviews and signs specifications.
CentralSquare Form Developer creates forms and
delivers to the Customer.
Customer staff tests results and reports any
discrepancies.
Advise Customer on best Define initial forms and
practices related to forms requirements
Document forms specifications Participate in meetings and
make decisions
Develop specifications and
delivery to Customer
Revise specifications as
necessary
Create forms
Answer any questions from
Customer as testing is
executed
CentralSquare Form Developer adjusts forms based on Adjust forms based on
Customer feedback and re -delivers. Above steps are Customer feedback
repeated until accepted.
Customer signs off on specification. � None
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Provide input and answer
questions if necessary
Review and provide
feedback on specifications
Provide subject matter
experts to answer questions
if necessary
Test forms
None
Provide Sign Off
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CentralSquare's testing approach ensures the Customer receives Community Development according to previously
detailed configuration needs. Testing addresses all data conversion anomalies and software configuration issues. The
primary role of the Customer is to test the Community Development system as it operates in your environment. This
includes verifying data converted from your existing databases and testing the configuration to ensure it meshes
seamlessly with your needs. To ensure quality in delivery, CentralSquare provides services for the validation tasks outlined
below. These tasks around verifying the application is function as designed, and as expected by the Customer, will provide
the confidence the users need to ensure acceptance.
From a project management perspective, quality assurance focuses on satisfaction with deliverable services.
CentralSquare and the Customer will work together on the actual testing processes to validate the results and confirm the
system meets your business requirements. The system testing standards include all documented entries in the Project
Workbook. Together, we create a testing plan including all critical scenarios that need to be run through testing
processes. While there is effort for Customer staff to define the scenarios, the advantage is seeing and understanding the
results prior to using the system in a live environment. Our experience has shown that having Customer staff run the
tests, with CentralSquare Trainer -Consultants support, allows your team to practice and use the system in a mock -live
environment. The Customer's testing reinforces the training CentralSquare conducts with core users.
This stage of the project will begin with a CentralSquare Trainer -Consultant coming onsite to perform FAO training with
Customer staff. The CentralSquare Trainer -Consultants and Project Manager are responsible for helping the City identify
proper testing procedures and timelines to support the testing process. Central Square and the City will work together on
the actual testing processes to validate the results and confirm the system meets your business requirements. The
Customer will notify CentralSquare as issues/questions arise. There will be remote communication between the Customer
and CentralSquare regarding issues and their resolution, with a shared portal so that all team members have visibility to
the complete list. CentralSquare will provide revised delivery(s) for configuration and data integration as needed. During
this stage, the Customer will also be testing integration with other third -party systems (if any). The Customer will be
responsible for communicating issues / resolution with all relevant vendors. Central Square will assist Customer in
resolving integration issues during the testing period that require Central Square's expertise and knowledge. However, it
is imperative that the Customer lead and perform the actual testing processes to validate the results and confirm the
system meets your business requirements.
Throughout testing and delivery revisions, there is continued communication between the Project Managers as they
refine enhancements, data variances, or configuration irregularities. Weekly reports show the progress of changes and
move the process along. If any system errors or problems develop, CentralSquare immediately addresses and corrects the
issue. We expect feedback on delivery services to be shared at regular status meetings. A written acknowledgement at
the end of each delivery verifies your satisfaction.
I..e!czi.Iii ill g II III; "w' :1
The basic types of testing include:
• System Testing — performed in tandem with the installation process to ensure the system is operating
effectively in your environment.
• Integration Testing — Central Square will work with Customer to perform this testing after System
Testing to ensure the configuration is properly operating.
• User Acceptance Testing — Final testing performed after Integration Testing and prior to Go Live. This
testing is estimated to take around 2 weeks to complete, and all Business users from each impacted
department assigned will need to sign off before Go Live.
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Roles and Responsibilities
CentralSquare
• CentralSquare Project Team will work with the Customer to schedule the appropriate validation tasks above.
• CentralSquare Project Manager will own communication with the Customer Project Manager around resolution
delivery for all items.
o User training for FAO Testing.
o Assist (but not perform) Customer in developing test plan and scenarios.
o Assist Customer with questions / issues on as -needed basis.
o Assist (but not perform) Customer with integration testing.
o Provide issue tracking portal for team member visibility to issues/status/resolution.
o Provide iterative configuration / data conversion deliveries based on testing feedback.
o Lead weekly status calls with Customer.
o Maintain shared project plan.
Customer
• Customer Project Manager will work with CentralSquare Project Manager to schedule validation tasks.
• Customer application owners will participate in testing activities.
o Provide key staff availability and appropriate facilities for training and testing.
o Execute all phases of testing plan that involve end-users, including third -party integration.
o Provide constructive, detailed feedback to CentralSquare based on testing results.
o Coordinate issues / resolution to third -party vendors.
o Amend training plan / SOPs as needed.
o Participate in weekly status calls.
o Participate in system administration and report writing training.
o Power Users attend and participate in end-user training sessions.
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CentralSquare will train both the Customer FAOs(train-the-trainer) and end-users as part of this project. During the
planning phase, the CentralSquare Project Manager and the Customer Project Manager will develop a Training Plan in
accordance with the scoped hours as provided by the Agreement.
Requirements and Notes:
• Onsite means at Customer's facilities.
• Remote means from CentralSquare facilities.
• Completed workbook must be received by CentralSquare prior to the start of the configuration phase.
• Class size is limited to eight (8) to twelve (12) students, during hands-on sessions.
Roles and Responsibilities
CentralSquare:
• Provide experienced Training Consultant(s) to conduct training.
• Define training schedule (start and end times, breaks) for each class/series with the Customer Project Manager.
• Assist Customer in identifying appropriate training participants and in confirming the sequencing of training classes
for all licensed solutions and applications.
• Conduct conference call with the Customer one to two weeks prior to training (for each new class or series of
identical classes) to review Customer preparation steps and verify readiness for training.
• Provide electronic access to CentralSquare training information for all courses.
• Follow-up internally and with the Customer on any issues or action items arising during training.
• CentralSquare Roles participating in this task:
o Project Manager
o Training Consultants for each core product
Customer:
• Identify and schedule appropriate personnel to attend training.
• With the exception of an emergency, attend training without interruption or distractions (e.g., use of mobile devices
unrelated to the training).
• Customer will provide the necessary classrooms, facilities, materials, copies of documentation, network, Wi-Fi and/or
lines to data terminals, personal computers and PC operating system software, and related equipment to support
training classes. This includes one full -functioning workstation per student, one full -functioning workstation for the
instructor, an LCD, a projection screen, a whiteboard, and connectivity to the server.
• Ensure that Customer personnel to receive train -the -trainer training have the prerequisite skill sets, operations
knowledge base, and dedicated time to complete follow up tasks after the completion of the training.
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CentralSquare will conduct training for the FAO's and end-users. The following areas are the types of training
CentralSquare will conduct.
Modules 0 SII
verview CentralSquare staff will provide the Customer an overview and
understanding of all modules in Community Development which are part
of this SOW.
Community Development Navigation Basic navigation on the user interface in Community Development.
Training
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Security Training
CentralSquare will train the Customer on all aspects of how to set up and
use the security components in Community Development. Customer is
responsible for overall Security set up and configuration after training.
Community Development Module
CentralSquare completes the set-up of Community Development and does
Configuration and Unit Testing
initial testing.
Process Training
Once Community Development is set up, data is converted, and the
Customer FAO has been trained the Customer will fully test. CentralSquare
will train the FAO on how to create and process records using the
Community Development software. This will prepare the team to conduct
testing and to start getting prepared for end-user training.
End -User Training
CentralSquare will train end-users assigned by the Customer. Training will
be in a classroom environment and formally completed after testing is
completed and before Go Live.
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DocuSign Envelope ID: 68978222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
.III' jN. j,"1111 Illlum IIII j� 1° u10j;�llll���1"j:
Once the solution is online in a pre -production environment CentralSquare will facilitate a Mock Go Live shortly after
training begins. The intent of the Mock Go Live is walk through the Go Live plan and task list to ensure Customer is ready
for the move into production. The inclusion of end-users with Go Live tasks during this process is critical to ensuring
readiness.
Should issue arise during the Mock Go Live, the Project Managers document, track, and prioritize for timely resolution. All
issues will be classified in the same manner as the previous testing tasks.
Roles and Responsibilities
CentralSquare
• CentralSquare Project Manager will work with the Customer Project Manager to schedule planning meeting for the
Mock Go Live event.
• CentralSquare Project Manager will provide a written Post Mock Go Live Report of all functional testing. Any items
that fail testing will be discussed with Customer and prioritized for resolution.
• CentralSquare Project Manager will own communication with the Customer around resolution delivery for all items.
Customer
• Customer Project Manager will work with CentralSquare Project Manager to schedule the Mock Go Live event.
• Customer Project Manager provides accommodations for the Mock Go Live event, as these are hands-on activities
with the Customer, devices for testing applications must be provided by the Customer.
• Customer will make end-users of the system available for Mock Go Live activities.
• Customer Project Manager will provide feedback on Post Mock Go Live Report within 10 business days from receipt.
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DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
1111liI i
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This stage of the project involves using the system in production. The Customer and CentralSquare will agree upon a Go
Live week during which the Customer will cease use of the legacy system and will begin using Community Development
for production use. Immediately prior to Go Live, CentralSquare and the Customer will perform final data conversion from
legacy system(s) into Community Development. During data 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 Community Development with CentralSquare staff onsite for support.
Although other CentralSquare team members will be involved with support tasks and the resolution of issues, the
CentralSquare Project Manager 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 CentralSquare Consultant roughly forty-
five (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.
Customer has contracted with CentralSquare to provide onsite Go Live support services. The Go Live strategy is to take
the customer live with all products at the same time. These services provide Go Live coverage for eight (8) hours per day
for up to two (2) days for multiple personnel, during normal business operations. CentralSquare and Customer Project
Managers will mutually agree on a plan that provides assistance and support to Customer system users within the scope
of the Go Live services contained within this Agreement.
Roles and Responsibilities
CentralSquare:
• Review Customer Go Live preparation plan with schedule and checklist with the Customer Project Manager and team at
four and two weeks prior to the date.
• Complete technical preparations the week prior to Go Live, including deleting all test data from the production
environment and copying the final Go Live configuration to the training environment.
• Meet with Customer Project Team and Go Live resources to discuss schedule of events and final customer preparations.
• Outline an issue reporting procedure for CentralSquare and Customer staff during cutover activities. Maintain a log of all
outstanding issues and identify each of their priorities and responsible party assignments.
• Escalate any issues requiring immediate resolution, add non-critical issues to a punch list managed by the CentralSquare
Project Manager and resolved by the CentralSquare implementation team.
CentralSquare Roles participating in this task:
o Project Manager (remote or onsite)
o Community Development Training Consultant (onsite)
o Community Development Data Conversion Consultant (onsite)
o Community Development GIS Consultant (remote)
Customer:
• Complete all tasks on the Customer Go Live preparation checklist in the designated timeframes.
• Meet with CentralSquare Project Team the day prior to Go Live to discuss schedule and final preparations.
• Customer Project Manager provide support and assistance throughout Go Live event.
• Customer FAO/SME's to provide first line support during Go Live activities with the support of CentralSquare ProjectTeam.
• Bring any application or hardware issues to the attention of the CentralSquare Project Team for prioritization and resolution
according to the issue reporting procedures outlined in the cutover plan.
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Confidential and Proprietary
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DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388 Agreement No. 5686
46" JO
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After Go Live, CentralSquare transitions responsibility for assistance to Product Support. The CentralSquare Project
Manager and the appropriate Product Support Manager hold an introductory call to introduce Support guidelines and
personnel to members of the Customer Project Team and/or other key agency personnel who will be authorized contacts
for CentralSquare Product Support. The CentralSquare Project Manager and implementation team continue to own
responsibility for tracking and resolving any implementation related issues identified prior to or at Go Live, providing
continuity to assure timely closure of any implementation related issues.
Transition from the CentralSquare Project Management Team to support is a formalized process that engages the
CentralSquare Services and Support teams and the Customer. The Customer is involved in the transition of agreed upon
open items, acknowledgment of their priority, and delineation of owner prior to Go Live. Implementation items will stay
with the Project Management Team and all product -related issues will transition to CentralSquare Support. The following
tasks are an important part of this formal process where the CentralSquare Services and Support teams along with the
Customer will execute a Go Live approval no later than two weeks prior to Go Live.
Go Live approval document will include:
• All project deliverables that have been completed (line item, per contract) with attached proof of deliveries for each
item.
• All project deliverables associated with the quote/project that remain to be completed (line items, per contract).
• All open support issues by item number, with intended resolution and timeframe per item.
• Next Phase functionality that has not been contracted for (via change Agreement or new project). This specifically
acknowledges ideas that have been generated but are not part of the current scope of work.
• The Customer is responsible for acknowledging receipt of a complete list of remaining work and known defects;
acceptance of completed data conversion or identifies specific issues; and, acceptance of all funded and custom
software with acknowledgement the system is production ready.
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DocuSign Envelope ID: 6897B222-37D6-4B4A-9641-B55DBA791388
Agreement No. 5686
Ao
Attachment A —Sample Implementation Schedule
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Agreement No. 5686
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ID
Task Name
Duration
Sample Community Development New Installation
1283 days
2
Initiation
10 days
3
Contract Awarded
1 day
4
Software Installation
16 hrs
5
Planning
95 days
6
Remote Webinar Training Series
5 days
7
Workbook and Workflow Development
90 days
6
Permitting
90 days
9
1 st Workbook Review
30 days
10
2nd Workbook & Workflow Review Remote Discussion
30 days
11
3rd Workbook & Workflow Review Remote Discussion
30 days
12
Code Compliance
90 days
13
1 st Workbook Review
30 days
14
2nd Workbook & Workflow Review Remote Discussion
30 days
15
3rd Workbook & Workflow Review Remote Discussion
30 days
16
Projects and Planning
90 days
17
1st Workbook Review
30 days
18
2nd Workbook & Workflow Review Remote Discussion
30 days
19
3rd Workbook & Workflow Review Remote Discussion
30 days
20
Licensing
90 days
21
1 st Workbook Review
30 days
22
2nd Workbook & Workflow Review Remote Discussion
30 days
23
3rd Workbook & Workflow Review Remote Discussion
30 days
24
Entity Management
90 days
25
1st Workbook Review
30 days
26
2nd Workbook & Workflow Review Remote Discussion
30 days
27
3rd Workbook & Workflow Review Remote Discussion
30 days
28
CRM
90 days
29
1st Workbook Review
30 days
30
2nd Workbook & Workflow Review Remote Discussion
30 days
31
3rd Workbook & Workflow Review Remote Discussion
30 days
32
Land Management Workb000k
84days
33
1 st Land Management Workbook Review
21 days
34
2nd Land Management Workbook Review
21 days
35
Final Land Management Workbook Review
21 days
36
Land Management Workbook SIGN OFF
21 days
37
Reporting and Analytics
42 days
38
Final List of Forms/Reports Due
21 days
39
Initial Forms/Reports Scope SIGN OFF
21 days
40
Data Conversion
29 days
41
1 st Draft of Data Conversion Document
14 days
42
2nd Draft of Data Conversion Document
14 days
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