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HomeMy WebLinkAboutRimini Street - PeopleSoft Support - 2013Zórl5lLi l.' ñ.c^Õzoa)!Lll oÍoIE l-LoQø !:¿ Eooet t5 Services referred to hereinafter as .the parties." The Parties agree as follows: 1. Services Rimini Street shall provide Client with certain services and/or certain rdeliverables as listed in theScope of Work ('SOW') (hereafter collectively referred to as "Services,,) as described in Exhibit A. ThePadies may modify this Agreement to increase or decrease the SOW or provide for the rendition ofservices not required by this Agreement. Any change in the Sow must be made by wr¡tien amendmentto the Agreement signed by an authorized representãtive for each party. 2. Term - This Agreement shall become effecti.ve at one minute past midnight (12:01a.m.) United StatesPacific Time on the Effective Date and shall continue in full iorce and effect until one minute beforemidnight (11:59 p.m.) United States Pacific Time on March 3'1,20ìB l,,support pãi¡ðJ;), subjectto anearlier termination in accordance with this Agreement. Ac-¡ ù , r.L\]-,d 3. Payment Terms and Expenses A' Payment-Terms. Client agrees: (i) to pay Rimini Street allfees in accordance with thePayment Schedule set forth in the SoW, and all reimbursable expenses authorized, in the SoW(collectively, "Payments"); (ii) except as expressly provided othen¡vise, all payments made by client arenon-refundable and shall be made without set-off or counter-claim; (iii) fees listed in any SoW do notinclude VAT or any other taxes or duties; (iv) all r interest at one and one_halfpercent (1.5To) per month; and (v) if any invoiced ¡elated to this Agreement aremore than fifteen (1S) days past due for payment, scretion and not in lieu of anyother remedy, may cease providing Services until e again current in its invoicedPayments, taxes and duties to Rimini Street (as reasonably determined by Rimini Street). Further, Clientagrees it is responsible for paying all sales, use, VAT, and any other applicable taxes howeverdesignated, other than those based on Rimini street;s net income, fór the servtes provideo under thisAgreement, as applicable. lf Client requests that any such taxes not be included in the invoice, Client exemption letter xemption Letter") lgis not provided pri on twithstanding anyt ify, less from and agai layany tax or file a orregulation, or by this Agreement to be paid or filed by Client. B' Travel and Living Expenses. lf situations arise that cause Rimini street and/or clientrepresentatives to agree that_travel is appropriate for Rimini street representatives in connection with theprovision of services, Rimini street will seek pre-approval from client before incurring any such travel andliving expenses' Client agrees to reimburse Rimini street within twenty (20) dayã after Rimini Sheetprovides client with reasonable and appropriate expense documentation. page 1 of 9 Rimini Street, lnc. Proprietary & Confidential COUNCIL 4. Termination by Client during Years I through 3 of the Support period er, Client may terminate the Agreement at the end calendar days written notice prior to the start date ::iJJJi"""'3i:i;iliTll,ì',i:'"?lJffi i,a;dnexRense 5. Termination for Cause A Party may terminate this Agreement if (a) the other Party is in default of any material term, condition orwarranty and (b) such default is not cured within thirty (30j days after written hotice of defautt is providedto the defaulting Party at the appricabre address risted in sectión15. 6. Client Obtigations Client shall perform the following obligations (collectively referred to as ',Client obligations,,): A' Primary Contact. Client will designate and provide one (1) Client primary point ofcontact, and this individual shall be Client's authoriied representative wo*iÀj w¡tn n¡ri¡n¡ Street whiteServices are being rendered. ient, quatified, and ble essary and timely (ii¡) by Rimini Street (iv) provided by Rimini as Should Rimini Street need to travel to Client's facitity e access to Client's facilities during Client,s normal ted by Rimini Street to enable Rimini Street to render h equipment and office support (including, but cails rerated to the provisio¡ or services, photocopyire ï"r'iil:li::,lilî31 |lä: :iT::;JjqÎ:,1environment where Rimini street representatives iá ðonor"t work anc meet w¡in client personneland/or other Rimini Street representatives as necessary. D. Provision of lnformation. client will provide all informationlnformation, if applicable, as defined in section (g) required for Rimini street toServices pursuant to this Agreement and shall ensure that such information isrespects. E. Timely Performance cknowledges and agrees thatRimini Street's ability to perform the S s timely pierformance of ClientObligations described herein, and the p ns is material to Rimini Street,sability to commence, proceed with, and F' Final Testing of Fixes and Up.dates. Client is responsible for all final system testing toassure that Rimini Street provided fixes and updates perform as doiumented with the peópleSoft Systembefore moving said fixes and updates into any production environment. G' Access to Software' Client acknowledges that Rimini Street may need to access,install,lv^or! wi!h' configure, test, and possibly modify certa]n product modules licensed to Client as listedin the Sow ("covered Products") and client Archir,es in oider to render the services pursuant to thisAgreement, and Client hereby authorizes Rimini Street to do so. client shall provide Rimin¡ street with Page 2 of g Rimini Street, lnc. proprietary & Confidential remote access to one or more non-production development and test environment(s) that include theCovered Products and.Client Archives (if any), together with all license codes and other software requiredfor .their proper operation (each a "Non-Pròduciion Environment'). Each Non-production Environmentand remote access connectivity thereto must meet the technical juidelines provided ùl Êirlni street toClient. H' Work Product License Usage. Notwithstanding anything to the contrary in thisAgreement, Client may provide client's employ-ees or a third party access to Rimini street work productfor the sole purpose of suppoñing the covered Procucts in the evänt that client chooses to terminate thisAgreement and undertake self-support or contract wit ovide support andmaintenance services for the Covered products. ln s party to obtisations or non-disctosure and rÀstricted , ;itJ3:X"Jtll$within this Agreement. I' lnterna-l Client Support. Client is responsible for providing Help Desk Support andSystem Administration Support. 7. Rimini Street Obligations subject to client perform.ing the Client obligations, Rimini street shall perform or cause to be performedthe following obligations (collectively referreð to as ,,Rimini street obligations',): A. Services. Rimini Street will provi in the SOW inconsideration of the payments which shall be paid le described inthe SOW and in accordance with the additional pa less otherwisespecified in the SOW, the parties understand and SOW wilt ontybe rendered by Rimini Street in the English language. B' Communications. Prior to the effective date of Services performed, Rimini Street willprovide Client with detailed instructions about how to work with Rimini Street representatives to obtain theServices. c' Timely Performance of Rimini Street Obligations. Rimini Street acknowledges andagrees that Client relies on Rimini Street for the timely performãnce of Rimini street ooiigátiáns describedherein. L Work Product Any expression of Rimini Street's findings, analys techniques, know-how, designs, and other tec enhancements, source and object code that are n deemed Rimini Street work product (,,Rimini Street not include any intellectual property owned by Client or a third party, unless Rimini street or client hasprocured proper permission for the inclusion of such third party intellectual property ¡n the Rimini Streetwork Product' As betwe e client, all intellectuàt iropãrty rights (howeverdesignated) pertaining to R eet Work product, and the Särvióes,"in whole or inpart, are and will remaín the ini Street and its third party licensors. Rimini Street hereby sr?lls to client a perpetual, irrevocable, royalty-free, and nonexclusive ticense touse the Rimini Street Work Product that is incorporated into'thé Services provided hereunder inaccordance with the terms of this Agreement for its sole internal business purposes. The aforementionedRimini Street work Product license does not include a license for Client to sell, suol¡cens!,'äiri;ilb,rent, lease, transfer, share, or assign the Rimini Street Work Product to any other person, entity, affiliate,beneficiary, or contractor, regardless of their relationship to client. Page 3 of g Rimini Street, lnc. Proprietary & Confidential To the extent Client acquires any rights in the Rimini Street Work Product, Client hereby assigns thoserights to Rimini Street. ln furtherance of the aforementioned assignment, Client rgr"ér to take suchfurther actions and execute and deliver such further agreements anã other instrumeÑs as Rimini Streetmay reasonably request to give effect to this Section g. 9. Confidentiatity A. Gonfidential lnformation. During the course of the Parties' relationship, a party mayhave access to the other Party's Confidential lnformation. The Parties agree that the term l,Confidential lnformation" shall mean any information, technical data, or know-how, including, without limitation, thatwhich ts, services, customers, markets, inventioñi, processes, designs,marke s, trade secrets, finances, and other nonpublic information, inctuðingemplo sing Party, including the details of this Àgreement. Subject to thãClient the amount and typè of Confidential lnformation to be disclosed iscompletely within the sole discretion of each party. B' Non-Confidential lnformation. The Parties agree that Confidential lnformation does notinclude a Party's information which the other Party can establish by legally sufficient evidence: (i) was inthe possession of, or was rightfully known by a Party without an óOtigãtlón to maintain its confiðentiatityprior to its receipt from the other Party; (ii) is or becomes generally known to the public without violation ofthis Agreement; (iii) is obtained by a Party in good faith from a in¡rO party having the right to disclose itwithout an obligation of confidentiality; (iv) is independently developed by a parly withoul use, direc¡y orindirectly, of Confidential lnformation received from the other Party; or (v) ii authorled in writing Oy a Rãrtyto be released from the confidentiality obligations herein. C. Non'Disclosure. Each Party agrees that it shall not use or permit the use of anyConfidential lnformation of the other Party except for purposes of this Agreement, nor disclose or permit tıbe disclosed the Confidential lnformation of the other Party to any person or entity (other than its ownemployees, agents, representatives, or affiliated entities having a réasonable need fór such information inorder to provide the Services), nor duplicate any Confidential lñformation of the other party which consistsof computer software or documentation or other materials expressly restricted against cäpying or whichcarry the notation "Confldential," "Company Confidential," and/or "Proprietary", unleis such åúpliðation, useor disclosure is specifically authorized in writing by the other Party. Each Rårty agrees that damages maynot be adequate to protect the other Party in the event of a threâtened breacÎ of this Section g, ãnd thaieither Party may take equitable action, including seeking injunctive relief, to enforce this Section g. Theprovisions of this Section I shall survive the termination or expiration of this Agreement. Trade secretinformation will remain confidential for as long as the information remains a trade Jecret. D' Legal Disclosure. lf it is reasonably necessary for the receiving party to disclose anyConfidential lnformation to (i) enforce this Agreement, (ii) comply with a judicial ór administrativeproceeding or similar process, or (iii) comply with a stock exchange rule, or rúle of any other regulatoryauthority which has jurisdiction over receiving Party, the receiving Party will, if permitted, provìOe thedisclosing Party with prompt wriften notice so the disclosing Party may, at the disclosing party's soleexpense, seek a protective order or other appropriate remedy and/or waive compliance withìhe próvisions of this Agreement. ln the event such protective order or other remedy is not obiained, the receiving party will not be in breach of Section 9(C) by furnishing such Confìdential lnformation as legátty required and willexercise commercially reasonable efforts to obtain assurance that confìdential treatmeni will be accorded the confidential lnformation so disclosed, at the disclosing party's expense. 10. lndemnity A. Rimini Street lndemnity. Provided that Rimini Street is given prompt written notice ofan alleged infringement claim and is given information, reasonable assistance, and the sole authority todefend or settle such claim, Rimini Street shall indemnify, defend or, at its sole option, setfle, and holdclient harmless against any third party claims that the Rimini street work Product delivered to client Page 4 of g Rimini Street, lnc. Proprietary & Confidential pursuant to this Agreement infringes any third party intellectual property rights; provided, however, thatRimini Street shall have no such indemnification obtigation to Ci¡eni to the åxtent: (i) the allegedinfringement is based on information, software code or óther material not furnisheO by Rimini Street, itsagents, representatives, and suppliers; (ii) the alleged infringement is the result of a módif¡cation made byanyone other than Rimini Street directly or through a subcontractor or ¡s the result of software provided toRimini Street by Client, its agents, representatives, and/or suppliers; (iii) such claim would have beenavoided but for the combination or use of the Rimini Street Work Pioduct, the Services, or portionsthereof, with other products, processes or materials where the alleged iniringement relates to suchcombination; (iv) Client uses the Rimini Street Work Product or the Services oiher than in accordancewith this Agreement or other than in accordance with a license agreement between Client and one ormore third parties; (v) Client continues the allegedly infringing activity after being notified thereof or afterbeing informed of modifications that would have avoided itre atteged infringemãnt; or (vi) such claim isbased on any portion of Rimini Street Work Product or Services tñat, in whóle or part, àmoooies Client'sConfidential lnformation, software code, or ideas or other Client material including, w¡inout limitation, anyportion of Rimini Street Work Product or the Services that is developed pursuant [ó cl¡ent's specificationi [(i) through (vi) collectively referred to as the "client lndemnifiable'claims." ln the event of a threatened or actual claim, and in addition to providing any indemnification owed toClient by this section 9(A), Rimini Street may, in its reasonable judgment, ãnd at its option and expense:(i) obtain for Client the right to continue using the Rimini Streef Wórk product; (ii) reitace or modify theRimini Street Work Product so that it becomes noninfringing; or (iii)terminate the'right to use the RiminiStreet Work Product and return only the Services fees pãiO-by Client for such portioñ of the Rimini StreetWork Product which is allegedly infringing, prorated over a oñe (1) year term from the date of delivery ofsuch portion of the Rimini Street Work Product. Rimini Streei wlt not enter into any setflement thatimposes any legal liability or financial obligation on the Client without the Client's prioi written consent.Client will have the right, at its option, to participate in the settlement or defense of the claim, with its owncounsel and at its own expense, but Rimini Street will have primary control of the settlement or defense. B' Client lndemnity. Provided that Client is given prompt written notice of an allegedinfringement claim and is given information, reasonable assistance, and the sole authority to defend orsettle such claim, Client shall indemnify, defend or, at its sole option, setfle, and hold Rimini Streetharmless against any claims that the Rimini street work Produci or the services delivered to clientpursuant to this Agreement infringes any third party intellectual property rights to the extent of one ormore Client lndemnifiable Claims. Client will not enter into any settlement that imposes any legal liabilityor financial obligation on Rimini Street without Rimini Street'ô prior written consent. Rim¡ni Street willhave the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but Client will have the right to sole control of the setflement or defense. C' Personal Injury lndemnity. Each Parly ("lndemnifying Party") shail indemnify and hotdthe other Party ("lndemnified Party") harmless against any claim, -includ-ing costs and reasonableattorney's fees, in which the lndemnified Party is named as a result of the negligent or intentional acts orfailure to act by the lndemnifying Party or its employees or agents while performing its obligationspursuant to this Agreement that result in death or personal injury. This indemnifìcation obligãtion iscontingent upon the lndemnified Party's providing the lndemnifying earty with prompt written notice ofsuch claim, information, all reasonable assistance in the defense ofluch ádion, and tire sole authority todefend or settle such claim. D. Entire Liability. THE FoREGOING PROVtStoNS oF THts sEcloN 9 (N|NE) STATETHE ENTIRE LIABILITY AND OBLIGATIONS OF RIMINI STREET, AND THE EXCLUSIVE REMEDY OFCLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUALPROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES AND THE DEVELOPMENT AND/OR USE OF THE RIMINI STREET WORK PRODUCT, ORANY PART THEREOF Page 5 of 9 Rimini Street, lnc. Proprietary & Confldential 11-lnsurance A' Throughout the life of this Agreement, Rimini Street shall pay for and maintain in full forceand effect all insurance as required in exñ¡¡¡t B or as may be autnoiizeo in writing oy ctient's RisrManager or his/her designee at any time and in his/her sole diócretion. B' lf at any time during the life of the Agreement or any extension, Rimini Street or any of itssubcontractors' if applicable, fail to maintain any required insuranie in full force and effect, all servicesand work under this Agreement shall be discontinued immediately, and all payments due or that becomedue to Rimini Street shall be withheld until notice is received Oi Ctient that ihe required-insurance hasbeen restored to full force and effect and that the premiums therefore have been paid for a periodsatisfactory to Client. Any failure to maintain the required insurance shall be sufficient cause for Client toterminate this Agreement. No action taken by Client pursuant to this section shall in any way relieveRimini Street of its responsibilities under this- Agreement. The phrase "fail to maintain any requiredinsurance" shall include, without limitation, notifica-tion received oy btient that an insurer has commencedproceedings, or has had proceedings commenced against it, indicãting that the insurer is insolvent. c' The fact that insurance is obtained by Rimini Street shall not be deemed to release ordiminish the liability of .Rimini Street, including, without limitation, liability under the inOemniiy provisions ofthis Agreement. The duty to indemnify Client shall apply to all claims-and liability regardless of whetherany insurance policies are applicable. The policy l¡m¡tð oo not act as a limitati'on .Ipon the amount ofindemnification to be provided by Rimini Street. , pproval or purchase of any insurance contracts orpolicies shall in no way relieve from liability nor limit irre tiaoitity of Rimini Streét, its p;in;ipats, officers,agents, employees, persons under the supervision of Rimini Street, vendors, suppliers, invitees,consultants' sub-consultants, subcontractors, or anyone employed direcfly or indirecily ny ãny of them. D' Upon request of Client, Rimini Street shall immediately furnish Client with a completecopy of any insurance policy required under this Agreement, including áll endorsements, with said copycertified by the underwriter to be a true and correıt copy of the original policy. This requirement shallsuryive expiration or termination of this Agreement. 12. Limited Warranty A. Warranty. Rimini Street warrants that the Services will be performed consistent withgenerally accepted industry standards. No specific result from provision of tire Services is assured or at it has no third with all s and ot under this Agreement (collectively ,,Foreign Trade steps to assure that the Services are not exported, directly or indirecfly, in violation of Foreign TradeRegulations or intended to_¡_u_lf9 f91any purposes prohibited b¡¡ tñã Foreign irãoe neg]rtations.OTHER THAN THOSE EXPRESSLY SET FORTH HEFiEIN, THE ÞARTIES DIScLAIM ALL oTHERREPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIEDWARRANTIES AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. B. Remedies. Client's sole remedy and Rimini Street's sole obligation in the event of a 9f"qft of the warranty contained herein is, at Rimini Street's sole option for the first 90 days, and atClient's option thereafter: (i) to re-perform the Services; or (ii) to refund the amounts paid by Client for theServices which were not as warranted. This remedy is contingent upon Rimini Street reteiving writtennotice from Client within thirty (30) days of the comþletion of i'he Services that Client alleges were notperformed consistent with the warranty in Section 12(À). Page 6 of 9 Rimini Street, lnc. Proprietary & Confidential 13. Limitation of Liabitity NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF ITHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIMINI STREET DOES NOTWARRANT OR REPRESENT THAT SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AREERROR-FREE. RIMINI STREET'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF,RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THISAGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NONPROVISION OFSERVICES OR SOFTWARE PURSUANT TO ANY SOW (WHETHER tN CONTRACT OR TORT) SHALLlN No EVENT EXOEED TWo (2) TIMES THE AMouÑT oF FEES REcEtvED By RtMtNt sTREETFROM CLIENT PURSUANT TO THE APPLICABLE SOW FOR THE PRECEDING TWELVE MONTHS INWHICH THE ALLEGED LIABILITY AROSE, AND IF SUCH DAMAGES RESULT FROM SPECIFICSERVICES, SUCH LIABILITY SHALL BE LIMITED TO TWO (2) TTMES THE AMOUNT OF FEESRECEIVED BY RlMlNl STREET FRoM cltENT FoR THE speclÈlc sERVtcES GtvtNG RtsE To rHELIABILITY IN RESPECT OF WHICH THE CLAIM AROSE IN THE SUPPORT PERIOD YEAR IN WHICHTHE ALLEGED LIABILITY AROSE. THE PARTIES ACKNOWLEDGE AND AGREE TO THEALLOCATION OF LIABILITY SET FORTH tN THtS SECTTON 13 (THtRTEEN). CLTENTACKNOWLEDGES THAT wtrHour trs AGREEMENT To rHE LtMtrATtoNb coNTAtñED HEREIN,RIMINI STREET HAS COMMUNICATED TO CLIENT THAT THE FEES CHARGED FOR THESERVICES WOULD BE HIGHER, 14. lndependent Contractor Status Rimini Street performs its obligations pursuant to this Agreement as an independent contractor, not as anemployee of Client. Nothing in this Agreement is intenãed to create or be construed as the existence ofa paftnership, joint venture, or general agency relationship between the parties. 15. Notice All notices shall be in writing and sent by United States mail with return receipt, registered mail, overnightmail, or well-known courier service, delivered to the addresses indicated below, or-such other address aseither party may provide to the other party at least ten (10) business days prior to the date of any noticeprovided hereunder, unless othen¡vise provided in this Agreement. Notices shall be deemed to have beenprovided as required by this Section on the date of delivery as shown on the receipt evidencing delivery ofthe notice. For RiminiStreet: RiminiStreet, lnc. Attn: LegalDept. 7251 W. Lake Mead Btvd. Suite 300 Las Vegas, NV 89128 For Client: City of Fresno, California Attn: LegalDept. 2600 Fresno Street Fresno, CA93721 Page 7 of 9 Rimini Street, lnc. Proprietary & Confidential 16. Section Headings The section headings herein are provided for convenience only and have no substantive effect on theconstruction of this Agreement. 17. Survival The terms of Sections 3, I through 15, 16, and 18 through 26 shall survive the termination of thisAgreement. 18. Severability lf any provision of this Agreement is held to be invalid, illegal or unenforceable, its invalidity shall notaffect the remainder of this Agreement, and to the maximum extent possible, such provision shall beinterpreted to give effecl to the original intent of the Parties while meeting the minimum requirements forvalidity, legality, and enforceability. 19. Legal Construction No provision of this Agreement shall be construed against either Party by virtue of the fact of havingdrafted such provision. Each Pafty represents that ¡inac a sufficient opportunity to consult with legaìcounsel and to fully consider and negotiate the provisions of this Agreement. 20. Waiver The failure by a Party to exercise any right hereunder shall not operate as a waiver of such party's right toexercise such right or any other right in the future. 21. Amendments All amendments to the Agreement must be in writing and executed by authorized representatives of eachParty. 22. Force Majeure Except for Client's obligation to pay Rimini Street for Services already rendered, reimburse expensesalready incurred on behalf of Client, and to pay taxes, duties, and customs fees owed in relation to the Services, each Party's failure to perform in a timely manner shall be excused to the extent caused byconditions beyond the reasonable control of the affected Party and which it could not, by reasonable diligence, have avoided. Such conditions may include but are not limited to natural disaster, fìre, accidents, actions or decrees of governmental bodies, lnternet or other communication line failure not the fault of the affected party' strikes, acts of God, wars (declared and undeclared), acts of terrorism, riots, embargoes, civilinsurrection, acts of vendors and suppliers, and concealed acts of employees or contractors, but shall notinclude a lack of funds or insufficiency of resources caused by lack of iunds. The party affected shall immediately give notice to the other Party of such delay and shall resume timely performan"" a, soon assuch condition is terminated. lf the period of force majeure exceeds th¡rty (30) days from the receipt of notice, the non-affected Party may terminate this Agreement. 23. General This Agreement is made in and shall be governed by the laws of the State of Nevada, United States ofAmerica, without regard to the choice of law principles of any jurisdiction. Jurisdiction and venue shall bedeemed PPpgr in Las Vegas, Nevada, United States of Amerìca. Except for actions tor non-payment orbreach of Rimini Street's proprietary rights in the Rimini Street Work Product, no action, regaidless of Page I of 9 Rimini Street, tnc. Proprietary & Confidential form, arising out of this Agreement may be brought by either Party more than one year after the cause ofaction accrued' This Agreement constitutes the entire "gru"r"ni between the parties concerning thesubject matter contained.herein. This Agreement replacés and supersedes any prior verbal or writtenunderstandings, proposals, quotations, Communicati Nothing in thi tly or indirectly herein, remed ent, except with written consent of the other pafty, e Parties agree that assignment by operation of law party's stock or assets shall not constitute an greement and any SOW hereunder may be signed induplicate originals, or in separate counterparts, whicñ are as effective as if the parties iignàä a singleoriginal. A facsimile or electronic copy of an original signature is considered as effectivùs an original. 24. Attorney's Fees lf either Party is required.to commence any proceeding or legal action to enforce or interpret any term,covenant or condition of this Agreement, the prevailing party-in such proceeding or action shall be entifledto recover from the other party its reasonable attorneyìs feei and tegät expensãs. 25. Cumulative Remedies No remedy or election hereunder shall be de deemed exclusive but shall, wherever possible, becumulative with all other remedies at law or in equity. 26. Signatures The undersigned represent and warrant that they are authorized, as representatives of the party onwhose behalf they are signing, to sign this Agreement and to bind their respective party thereto. /¡ [:r i:rfi il;]iFi i] i,'S''i-ü FÜ ffi ftJl : Cri'i' lJrî i:¡:ii ":i-..,i\,ì() til"Y' "i-'î'üFli'lr¿nl'$ ÜFfjË{:Ë EY Title fûoq \o\æ\3 Date Page g of g Rimini Street, lnc. Proprietary & Confidential ATTEST: woNNE 8PEl.lCt, cMc By3 3. For Rimini Street, lnc.: Tte Date DEPUTY 7lt3 Exhibit A Scope of Workservice Agreement between Rimini s.!l9gt, lnc. (,,Rimini street,,) and city ofFresno (,,Glient,,) PeopleSoft Support Services 1. Services Rimini Street shall provide Client with certain support services and certain deliverables as follows for thecovered Products listed in schedule A (hereaftéi cotlectivãty-rãieìreo to as ,,services,,), and subject tothe capitalized definitions and additionar ierms found in sectión 4 berow: A' Product support. Rimini street will provide client with diagnostic services, advice, andrecommendations rerating to the proper operation of ciient's peoplesoft systãm. c' Tax, Legal and Regulatory Updates. Rimini Street will provide tax, legal and regulatoryupdates during the Support Period for the Cbvered Products ano jurisoictions on Schedute A. D' lnstallation Support. Rimini Street will provide support for re-installations of thePeoplesoft System if required ài a result of an ls with crient's development, test, or production and recommendations for the execution of Foundation, and advice and recommendations rsions of third-party products from MicroFocus and ommendations related specifically Client's choice of a Rimini Street Foundation servers and RDBMS t witt intero i Stre rystal F. performance Tuning Support. diagnostics, advice, and recommendãtions'for the y and commerc advice and reco treet Supported G' Upgrade P çimini street will provide upgrade process support fromclient's current Peoplesoft se to any Target Peoplesoft production Release availableprior to termination of client servicesãgreãment tor the covered products and noted asa target release on schedu et will mak"e upgiådu-.upport available to any such rarget PeopleSoft Production Release for at least ten ('10) years after the pS SoW Effective Date, provided thisPs sow remains in effect without interruption ouriáçisaid ten (10) year period. H' Archiving that Client's oracle support services agreement forthe Covered Products has n date referred to as the',,Maintenance End Date,,),Rimini street shall assist obtaining copies of the covered products, softwareupdates to the covered pport-reiated materials for the covered products. Accordingly, Client designates Rimini Street as an authorized, designated oracle ,rpport contact and access Oracle! 'åiå?ij¡,":lll: street'slimited agency and rightto utilize the provided togins and passwords shail expire fitfi:::rillå?f(i) the Maintenance End Date; (ii) when the Client Archives are äbta¡ned; or (iii) upãn rãceipt by RiminiStreet of written notice from Client terminating Rimini Street's limited agency'and authorization. Clientshall also provide Rimini Street with remote acóess to a file storage location where the Client Archives willbe transferred once obtained from oracle Corporation's web sitei (the file storage location referred to asthe "client Archive Repository"). The Client Archive Repository ano remote acies, connectÌvity theretomust meet the technical guidelines provided by Rimini street to ilient. 2. Service Level Agreement During the Support period, (7) days a week (inctuding first live conversation with support on a Critical lssue for all other lssues during commitments and communication update intervals fo lmpact Guidelines for each client priority Level are detailed in Table 2 below. Further, Rimini Street will provide Client with at least one Named primary Support Engineer. Client,s t a lient's personnel anded chedule A during the :: 3 åi,åL"'" rotations Table I a software patch, etc., an alternative 30 Elapsed Minutes Every 2 Elapsed Hours Every 4 Business Hours Every 5 Business Days Table 2 lssue where a supporte is working at a severely degraded capacity/performance level for multiple usersthat makes Covered Product unusable; or lssue has a major impact to external client/customer; or lssue is impacting revenue or time sensitive reguratory compriance AND no acceptable workaround exists. Priority 2 lssue where a supported Covered is.working at marginally degraded capacity or performance for multiple usersAND no acceptable workaround exists; or lssue where a covered product component is unavailable or is working at aseverely degraded capacity/performance lssue_where a single user is unabre to use a cove@ of a covered Product that is necessary for the user to perform their primary work activities; or lssue that is not critical is encountered with the covered product that leads to aminimal loss of functionality, capacity or performance, or A feature is unavailable where another can be readily used (i.e. routing to adifferent printer). General request for information or,,how tole&Ãlof- Report of event not causing impact to work operation or 3. Fees and Payment Schedule for the immediately preceding contiguous year. Notwithstanding the foregoing, in the event that Client adds additional licensed products to the CoveredProducts listed in Schedule A or increases the license usage of any Covered product beyond the"Maximum License Metric" listed in Schedule A for one or" morá Covered products (whether or not suchincreased usage required Client to pay Oracle Corporation additional license fees), Client agrees to anequitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered product supportand maintenance fees that would have been paid by Client to Oracle for-annual support services on theexpanded license or expanded license usage of the Covered Products. Any such equitable adjustment ofthe Annual Support Fees shall also be subject to the annual percentage increase described in the firstparagraph of this Section 3(A). B' Payment Schedule. Annual Support Fees are due and payable by Client to Riministreet according to the following agreed payment schedule (,,payment scheduie"): I"{..t of the Support period: eay@ by Client) shall be due and payable on the pS SOW Effective Date Uuþsequent Support Period years: payment and pO (if required by Client) shall be due and payable on or before the $ As Calculated products covered by rhe Maintenance rnvoices r",.ff;::::tå,T,.',.i:,18,i"iiiil.,îS,'ff,',L'"''.t:^Sîì:A covered Products do.not, and shall not, have any additions to or omissions from the products coveredin the Maintenance lnvoices. Annual support Fee invoices for subsequent support Period Years will be mailed to client approximatelysixty (60) days prior to the next subsequent support period year start date. 4. Additional Services Terms The following additionar terms appry to the services described in section 1: A. Definitions. The following definitions are used throughout the sow: I' client-Made Customized code: Changes or updates made by client or client,sPeopleTools objects, coBol objects, seR, crystai Reports, and visuartines called from PeopreToors_that vary from the standard, unmodified, butline delivered by Oracle in its fix-mastéred Apptications. ll' covered Products: The individual product modules licensed to client and set forth inSchedule A. lll' crystal Reports: A software product that performs as a repofiing tool, and is bundled andlicensed by Oracle for use with peopleSoft óystems. lv' PeopleSoft Application: An oracle product whose definition, design, and operatingcharacteristics are defined as on-line and batch code that is managed in peopleTools or asa callout subroutine from PeopleTools a I that can oe altereã using peopleTools, SeR,Crystal Reports, Visual Basic (VB), or Mic Focus COBOL. V PeopleSoft Production Release: The PeopleSoft product release level that Client iscurrently using in its live, production environment. Vl. PeopleSoft System: lncludes the Client,s PeopleSoft Apptications listed on Schedule A Release. vll' Peoplesoft Technology Foundation: .lncludes the group of peoplesoft and third partyproducts known ?: pgoq!_"I9ors, apprication servers, *ðb ,urv"rr, and middreware pàductssuch as BEA webrogic, rBM websphere, and oracre Fusion Middreware. vlll' RDBMS: Relational P11!r.g Management system. Examptes include DB2 or lnformix,sybase, oracle, and sel server þroducts by rBM, évóã.", oracre, and Microsoft,respectively. lx' perating system: -An operating system and operating systemracle on or before crient terminates its oracre supportêeivices agreed to be supported by Rimini street for use'with crient,s se. PeopleSoft Technology Foundation and operating on the PeopleSoft production x Rimini street supported RDBMS Release: An RDBMS and RDBMS retease levelsupported by oracle on or before Client terminates their oracle Support ServicesAgreement, or subsequently agreed to be supported by Rimini street for use with client,sPeopleSoft production Release. rsuant to Table 1 in Section 4 that meets all of the and reports the issue to Rimini Street four priority Level criteria set forth on xll' Target Peoplesoft Production Release: The Peoplesoft product release level that clientis planning to upgrade to as its next, live, production environment, ,r .pãð¡rião in ScheduleA as a target release, and which release has been obtained oy 'Cri"nt from oracleCorporation prior to Client's Maintenance End Date. xilt. stem r rity),ilabili web, lnternet Service provider, application, andand XIV' technical and system administration lysis and resolution options for the rvices are more advanced than those end users to Help Desk Support that escalated to System Administration Su assisting Help Desk Support with resol Support diagnosis and resolution of more advanced issues, and/or installation andconfiguration of software workarounds, updates or fixes made available and provided byRimini street. lssues not able to be resolved by System Administration Support may beescalated to Rimini Street. XV Business Hour: A single hour of time during the Rimini Street Business Hours specified inSchedule A. XVl. Business Day: Nine (9) Business Hours xvll' Elapsed Minutes: Actual accrued time from a specific event (such as logging a case). B' PeopleTools, Third Party Products, and Language support. Rimini Street willprovide support for Peoplesoft PeopleTools under the Agreemeñt. Ho*uu"r, client understands andacknowledges that Rimini Street is not able and will not prðvide any fixes or updates for the peopleSoft PeopleTools product or any third party, non-Peoplesoft products úsed with, embedded, integrated, orbundled with the covered Products since client does not have source code for these products. Forpurposes of example only, .such third party products include, but are not limited to, operating systems,database systems' application servers, wéb servers, online and batch processing tools, reporting tools and analytic tools (such as Actuate, oracle Hyperion, oracle oBlEE, SAp Business objects and CrystalReports)' The scope of the Sow expressly excludes support for any panel and Report object issuesother than for those listed as covered in any Schedule A. first_ti pport does not include any of the following: initial,produ ff*.8:",iä:: i¡l"m;:;::,ffi: ,lå1,,ïJ'il,n,,l!migra hnology Foundation server and RDBMS serveropera MS or Windows 2000 to UNIX); nor installations of anew major release of PeopleSoft products performed as the first step in an upgiade project to a newproduction Peoptesoft major retease (ie , peoptesoft g.g sp1 to peoplesoft 9.1). D. tnteroperability Support. I PeopleSoft System so long as the combinatio compatible use in the peopleSoft System and tested for proper interoperability prior to production interoperability issues related to third-party product tested for proper operation with, Client's peopleSo ith client providing copies of all source and target software releases, system and RDBMS rerease updates that have not been tested by the PeopleSoft System prior to the termination of Client's peopleSoit E' Performance Tuning' Client is responsible for ensuring that adequate and reasonablefunctional, scalability, and regression testing have been completed in thã development and test phasesprior to production rollout and go-live. Performance tuning support includes recommendations and advicefor configuration, deployment model, and parameter settings'ior the peopleSoft Technology Foundationand PeopleSoft Applications. F' Upgrade Support' Notwithstanding any assistance to be provided to Client underSection 1(H), Client is responsible for re from Oracle all licensed and availablesoftware releases that Client may wish to Target peopleSoft production Release,as well as all related and available p liverables t'hat include upgrade scripttemplates, patches, PeopleSoft Fix Bundles, Hot Fixes, release notes, releasedocumentation, upgrade documentation, or necessary license keys. Rimini Street recommends thatClient request each and every deliverable Client is entitled to unâer the terms of its Oracle softwarelicense agreement for the covered products prior to the Maintenance End Date. G. Upgrade Process Support. Client is responsible for actual upgrade project planning, resourcing, and execution. H' Glient'Made Customized Gode Support. Client must make its Client-Made CustomizedCode and related customized documentation available to Rimini Street with reasonable lead time prior tothe fìrst support request by Client. Further, only customizations that have been implemented and codedusing PeopleSoft Tools, SQR, Crystal Reports, MicroFocus COBOL, and VB/eScripting will be supportedas part of the Agreement, and said Client-Made Customized Code must have been iested and provenfunctionally stable in a development and/or test environment and must have undergone reasonable,industry-standard functional, regression, and scalability testing prior to production rolloutänd go-live. I' Twenty'First Century Dates. PeopleSoft designed two-digit year displays to resolveinto four-digit years for storage and manipulation. Therefore, twı-oigit year. ãisptays in änt¡ne panets orreports are not programming errors or considered an lssue in the coniext of this SOW. J. Additional Consulting. Any services required by Client outside the defined Services in this SOW are expressly excluded from the scope of this SOW. Rimini Street will not perform out-of-scope services without Client's pre-approval. lf Client desires Rimini Street to provide additional out-of-scope services, separate agreements in the form of an amendment will need to be executed by the parties prio, to Rimini Street performing such services. K. Trade Names. The PeopleSoft name, PeopleSoft product names, and peopleSoft release names are trademarks of Oracle Corporation. All other names and product names are theproperty of their respective owners. 5. Schedule A - Covered Products - lnstance No. 1 Data Genter Location(s):Fresno, CA 93721 Client Support Team Location(s):Fresno, CA 93721 Support to be provided in the following language(s):English Client Support Team Business Hours/Time Zone 7:00 a.m - 5:00 p.m PST Rimini Street Business Hours/Time Zone 7:00 a.m. - 5:00 p.m. PST Responsibility for Maintaining and Supporting lnterfaces: Client Production lnstances Supported:One DBMS Hardware Platform, OS, and RDBMS:Oracle Oracle Maintenance End Date (',MED,'):May 31,2013 Geographies Supported: United States (Note: Subject to reasonable fees to be agreed upon by the part¡es, additionalGeographies may be added at the Client's discret¡on. Client shall provide Rimini Street a written reqúest for new Geographyadditions at least g0 days in advance of Cl¡ent's desired go-live d rte with each Geography addition.) Panel Languages Supported: to reasonable fees to be agreed upon by the parties, additional panel Languages may be added at the shall provide Rimini Street ä written request for new panel Languages atleast 90 days in advance ofclien th each panel Language addition.) Report Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the parties, additional ReportLanguages may be added at the Client's discretion. Cliént shall provide Rimini Street a-wdtten request for. new Report Languages atleast 90 days in advance of client's desired go-live date with each Report Language addition ) Applications Data: HcM NotôÈ Peoplesoft Enterprise Talent Acouis¡tion Manaoer 89 91 No 4,812 Employees PeopleSoft Enterprise Absence Menâoemenl 89 91 No 4,812 Employees PeopleSoft Enterprise Time and Labor for Public Sector 89 91 No 4,812 Employees PeopleSoft Enterprise Human Resources 89 91 Yes United States 4,612 Employees US Federal Forms Peopf eSoft Enterprise Candidate Gatewav 89 91 No 4,812 Employees Peoplesoft Enterprise ePav 89 91 No 4.812 Emolovees Peoolesoft Enterorise eProf le 89 91 No 4 812 Emolovees PeopleSoft Enterpr¡se eDevelopment 89 91 No 4,812 Employees PeopleSoft Enlerprise eComoensel¡on 89 91 No 4,812 Employees Peoplesofl Enterprise Payroll for 89 91 Un¡ted States 4.812 Emolovees US Federal + 50 Public Sector Yes ljtates; spectty year and schedule (A-F) flrst update required, i.e. 1-'Required Update: Oracle 20't3- cI48't0 853 No Schedule A - Covered products- lnstance No. 2 Applications Data: FSCM Notes Peoplesoft Enlerpr¡se General Ledqer 89 9l No $600,000,000 Rev Peoplesoft Enterpr¡se Asset Management for Public Sector 89 91 Yes United States $600,000,000 Rev US Federal Depreciat¡on I JndatesHeopteUon Enterp¡se Accounls Payable 89 9l Yes Un¡ted States $600,000,000 Rev US IRS Form 1 099 Updates 89 91 No $600,000,000 Rev Receivable for Public SecJo¡ 89 9l No $600.000.000 Rev HeopteUon Enlerpr¡se B¡lling for Public Seclor 89 91 No $600,000,000 Rev PeopteSoft Enterpr¡se Projecl Cost¡nq for Public Sector 89 9t No $600,000.000 Rev PeopleSoft En(erpdse lnventory for Public Sector 89 91 No $600,000,000 Rev PeopleSott Enterprise Billing 89 91 No $600,000,000 Rev PeopleSoft Enlerprise peopleTools 851 853 No N/A 6.Client Contacts Name: Same as Primary Name: Samq as PrimaryAddressl: 2600 Fresno Street Addressl:Addressl Address2:Address2:Address2: City, St, Zip: Fresno, CA 93721 City, St, Zip:City, St, Zip: Phone: (559) 621-7169 Phone:Phone: Fax:Fax:Fax: trmail: eddte.hughes@fresno.gov Email:Ema¡l: Exhibit B INSURANCE REQUIREMENTS Service Agreement between Rimini Street, lnc. ("Rimini Street',) and City of Fresno (,,Client',) Minimum Scope of lnsurance Coverage shall be at least as broad as: 1. cial Generat Liability ily injury," "property for premises and ty. 2' The most current version of lnsurance Service Office (lSO) Business Auto CoverageForm CA 00 0'1, which shall include coverage for all 'own'ed, hired, and non-ownedautomobiles or other licensed vehicles (Code 1_ Any Auto). 3' Workers' Compensation insurance as required by the California Labor Code andEmployer's Liability lnsurance. 4' Professìonal Liability (Errors and Omissions) insurance appropriate to Rimini Street,sprofession. Minimum Limits of lnsurance Rimini Street shall maintain limits of liability of not less than: 1. General Liabitity: ry and property damage nd advertising injury ompleted operations separately to the work performed under the 2. Automobite Liabitity: $1,000,000 per accident for bodily injury and property damage 3. Employer's Liability: $1,000,000 each accident for bodity injury $1,000,000 disease each employee $1,000,000 disease policy limit 4. Professionat Liability (Errors and Omissions): $1,000,000 per claim/occurrence $2,000,000 policy aggregate Umbrella or Excess lnsurance ln the event Rimini street purchases an umbrella or Excess insurance policy(ies) to meet the ,,Minimum Limits of lnsurance"'this insurance policy(ies) shall "follow form" and afford no iess cou"r"ge than theprimary insurance policy(ies). Deductibles and Self-lnsured Retentions ny deductibles contained in any insurance policy(ies) esponsible for payment of any self_insured reteniions. enses. At no time shall Client be responsible for the Other lnsurance provisions The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain,the following provisions: 1' Client, its officers' officials, employees, agents and volunteers are to be covered asadditional insureds. 2' The coverage shall contain no special limitations on the scope of protection afforded tocrient, its officers, officiars, emproyees, agents and vorunteers. 3' Rimini street's insurance coverage shall be primary and no contribution shall be requiredof Ctient. The workers' compensation .insurance policy is to contain, or be endorsed to contain, the followingprovision: Rimini street and its insurer shall waive any right of subrogation against client, its officers,officials, employees, agents and volunteers. lf the Professional Liability (Errors and omissions) insurance policy is written on a claims-made form: 1' The retroactive date must be shown, and must be before the effective date of theAgreement or the commencement of work by Rimini Street. 2' lnsurance vidence of insurance must be provided for at least 5years after ion of the Agreement or, in the alternative, the policyshall be en than a S_yeãr discovery period. 3' lf coverage is canceled or non-renewed, and not replaced with another claims-madepolicy form with a retroactive date prior to the effective date of tne Àgieement or thecommencement of- work by Rimini Street, Rimini Street must prrðh"ru extendedreporting coverage for a minimum of 5 years following the expiration or terminat¡on of theAgreement. 4' A copy of the claims reporting requirements must be submitted to Client for review. 5' These requirements shall survive expiration or termination of the Agreement. All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar day written notice by certified mail, return receipt requested, has been given to Client. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Rimini Street shall furnish Client with a new certificate and applicable endorsements for such policy(ies). ln the event any policy is due to expire during the work to be performed for Client, Rimini Street shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring polic Acceptabil ity of lnsurers All policies of insurance required hereunder shall be placed with an insurance company(ies) admitted by the California lnsurance Commissioner to do business in the State of California and rated not less than "A-Vll' ín Best's lnsurance Rating Guide; or authorized by Client's Risk Manager. Verifi cation of Coverage Rimini Street shall furnish Client with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the Client's Risk Manager or his/her designee prior to Client's execution of the Agreement and before work commences.