Loading...
Mainline Information Systems, Inc. A2015-85obc Ciazo Wa June 8, 2016 Mainline Information Systems 1700 Summitt Lake Drive Tallahassie, FL 32317 RE: Extension of Termination Date for Agreement No. A15-85 AS400 iUpgrade and installation To whom it may concern: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 WWW . �l . J On March 6, 2015, the City Manager of the City of Chino Hills authorized execution of Agreement No. A15-85 with Mainline Information Systems for installation and iUpgrade toAS400 system. This letter serves as notification that the termination date has been extended until March 30, 2017. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Christina Aguirre at (909) 364-2651. Sincerely, Konradt Bartlam City Manager KB:cb cc: City Clerk's Office Finance Department Information Technology 04 Com: Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers AGREEMENT NO. A15-5 FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND MAINLINE INFORMATION SYSTEMS, INC. THIS AGREEMENT is made and entered into this 6th day of March, 2015, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and MAINLINE INFORMATION SYSTEMS, INC. hereinafter referred to as "Consultant". The City and Consultant are also referred to herein as the "parties" to this Agreement. In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City, Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement promptly after the date of last signature on the PSA and Exhibit A. 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its -1- officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed replacement staff members performing services under this Agreement prior to any such replacement. -2- 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit A attached hereto and made a part hereof. Total compensation for the scope of services set forth in Exhibit A shall not exceed $10,000.00 plus travel and living expenses, which will be billed separately and shall not exceed four thousand dollars ($4,000.00). Notwithstanding the above, with respect to travel expenses, Consultant shall use its best efforts to utilize employees as near to Chino Hills, California as possible, but the City Manager in his sole discretion may authorize travel expenses that exceed $4,000.00 in advance and in writing in a project change request ("PCR"). Payments shall be made within thirty (30) days after receipt of each invoice as to all invoiced undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice, 6. ADDITIONAL SERVICES OF CONSULTANT/PROJECT CHANGE REQUEST. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services as documented in a PCR. -3- 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate upon completion of the project described in Exhibit A or March 1, 2016, whichever is earlier, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of -4- such termination, Consultant shall be compensated for non -disputed fees incurred under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Consultant retains ownership of all pre- existing concepts, techniques, skills, know-how, methodologies, processes, inventions and tools (including computer hardware and software where applicable) and any enhancements thereto, that Consultant uses to produce the work product under Exhibit A and which are not uniquely related to the project described in Exhibit A. -5- 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by either party in performance of this Agreement shall be considered confidential and shall not be released by either party without prior written authorization of the other party excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq or other applicable law. Consultant is aware that City is a public entity subject to disclosure of all its documents under the California Public Records Act unless an exemption applies and that this Agreement and all attachments are public documents subject to disclosure under such law. Each party, its officers, employees, agents or subcontractors, shall not without written authorization from the other party, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City unless refusal to provide such information is legally prohibited. Response to a subpoena or court order shall not be considered "voluntary" provided the party under such subpoena or court order gives the other party notice of such court order or subpoena. The foregoing restrictions and obligations shall not apply to information that (i) is available to the public through no wrongful act of either party; (ii) is already in the possession of the other party and not subject to any agreement of confidence between the parties; (iii) is received from a third party; or (iv) is independently developed by or for a party without reference to the other party's confidential information. -6- Each party shall promptly notify the other party should its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. Each party retains the right, but has no obligation, to be present at any deposition, hearing or similar proceeding. Each party agrees to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by the other party. However, a party's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall provide Consultant with written notice describing the nature of such default and provide a reasonable opportunity to cure. If such default remains uncured after expiration of the cure period, the City can _7_ terminate this Agreement immediately by written notice to the Consultant and shall have no obligation or duty to continue compensating Consultant for any work performed after the expiration of the cure period. 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, third party claims and resulting liabilities, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject caused by any bodily injury to or death of any person(s) or damage to real or -8- tangible personal property occurring as a result of or allegedly caused by the negligent or wrongful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the CITY, shall have sole control of the defense and shall defend the Indemnitees at Consultant's expense by counsel acceptable to the Consultant in Consultant's reasonable discretion. In order for the Consultant's indemnification obligations to apply, City must also provide Consultant with prompt written notice of any such claim and reasonable cooperation and assistance in resolving such claim. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's sole or contributory negligent or willful acts or omissions. EXCEPT FOR CONSULTANT'S (i) INDEMNIFICATION OBLIGATIONS AND/OR (ii) REAL OR TANGIBLE PERSONAL PROPERTY DAMAGE OR BODILY INJURY CAUSED BY CONSULTANT'S NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS (THE "EXCLUSIONS"), NOTWITHSTANDING ANY -9- PROVISION OF THIS AGREEMENT TO THE CONTRARY, ANY LOSSES OR DAMAGES AS A RESULT OF THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (1) THE TOTAL SUM THUS FAR PAID, WITH RESPECT TO THE PARTICULAR STATEMENT OF WORK WHICH, UNDER THIS AGREEMENT, GAVE RISE TO THE LOSSES OR DAMAGES, (2) THE ACTUAL DAMAGES SUSTAINED, OR (3) ONE HUNDRED THOUSAND DOLLARS ($100,000). EXCEPT FOR THE EXCLUSIONS, UNDER NO CIRCUMSTANCES WILL CONSULTANT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE, OR DATA WHETHER IN AN ACTION ARISING IN CONTRACT, TORT, STATUTE OR OTHERWISE, EVEN IF CONSULTANT HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING THE EXCLUSIONS ABOVE, UNDER NO CIRCUSTMANCES SHALL CONSULTANT BE LIABLE FOR LOSS OF DATA. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for bodily injuries to persons or damages to real or tangible personal property caused by Consultant's negligent performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's -10- rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 covering Automobile Liability, including coverage for any owned, leased, hired or non -owned autos, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. -11- (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. -12- (c) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish the City with copies of endorsements effective coverage required by this Section. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. (1) [Intentionally Omitted]. (2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall -13- procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the -14- parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court, 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. -15- 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Attention: General Counsel Mainline Information Systems, Inc. 1700 Summit Lake Drive Tallahassee, FL 32317 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibit A; this Agreement supersedes any conflicting provisions. -16- 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. MAINLINE INFORMATION SYSTEMS, INC. By: Brian Silk bari Title: GOungeJ By: Title: 77/ CITY OF CHINO HILLS By Konradt Bartlam, City Manager -17- From the DATA CENTER tatheoEsKroP Creation Date: 2/16/2015 Revision Date: 2/16/2015 Prepared For: City of Chino Hills 14000 City Center Drive China Hills, CA 91709 CLIENT Contact: William Kidd wkidd@chinohilis.org (909) 364-2651 EXHIBIT A Power 8 Implementation MS&SA Number: Agreement No. A15- for professional services between the City of Chino Hills and Mainline Information Systems, Inc. dated March 6, 2015 Doc. Control No.: 33445.02092015 Rev. No.: 2 Presented By: Jeff Swartz Account Executive (714) 368-8169 jeff.swartz@mainline.com Prepared By: Christina Berry christina.berry@mainline.com (850) 219-5000 `IIUIPHOVf SERVICE. MAIII+IKE COST. REDUCE MSK. Statement of Work I'tir1)Ose The purpose of this Statement of Work ("SOW") is to define the roles and responsibilities of both parties, and the scope of this engagement and to serve as Exhibit A to the main Agreement by setting forth the Scope of Services and compensation.. MAINLINE's ability to perform the Services and the pricing contained herein are contingent upon CLIENT complying with the additional provisions titled "Statement of Work Details" set forth I,rlov , which are incorporated herein by reference and made a part hereof, to the extent that they are not inconsistent with the terms set forth in the main Agreement to which this Exhibit A is attached. i:(�UI(lili�liif ll MAINLINE will assign a Project Coordinator ("PC") for the duration of this engagement. The MAINLINE PC will work remotely with CLIENT'S designated Point of Contact ("POC") to kick-off the project, coordinate engagement of the technical resource(s) and complete the project. The PC will work with CLIENT's POC to establish any changes to scope requiring a Project Change Request ("PCR"). The MAINLINE PC will serve as an escalation point for both parties to report any issues that could impact successful delivery of this SOW. For a description of MAINLINE's escalation and change control process related to this SOW, please see the Statement of Work Details below. c()irr! MAINLINE will provide up to forty (40) hours of assistance with Power B installation. Services will include the following: o Assisting with (as necessary) and making sure that two (2) full system saves (of current system) have been provided • Upgrade 05 (current vGr1) to v7r1 or v7r2 to accommodate new system o Unpacking/Auditing/Racking of new P8 e Migrating current system to new P8 O Assisting with testing of new P8 o Cutting over workload from current system to new P8 o Assisting with (as necessary) and making sure that two (2) hill system saves (of new system) have been provided a Migrating new system Into production los • CLIENT will ensure to provide MAINLINE with space available for the installation • CLIENT will provide power and network connections at the installation site prior to start of services o CLIENT will ensure to have trained CLIENT Staff e CLIENT will ensure maintenance for 11W/SW is current and up to date, prior to the start of services Page 2 of 12 - (Mainline - confidential) March 6, 2015 www.mainlino.com 1866.4000.MAIN(6246) Mainline - INFORMATION SYSTEMS Completion Criteria l Services as described in this SOW will be considered complete when the first of the following occurs: • The MAINLINE tasks specified above are provided, or • The SOW has expired, or • The total labor hours specified in this SOW or in any subsequent PCR authorized by MAINLINE and CLIENT are expended, or • The project is terminated under the applicable provisions of the Agreement. MAINLINE will issue a Completion Report when the Services described herein, or in any subsequent PCR, have concluded and any of the completion criteria, if included in this SOW, has been met. Final invoicing and close- out of the project will occur five (5) business days after the Completion Report has been delivered unless CLIENT notifies MAINLINE, in writing, of any concerns associated with the close-out of the project. i"t'il;lilf;;1101 33445.02092015 Product Code product Name MPSCONSULTING Consulting Travel Expenses for 2 onsite trips billed for actual expenses Gland -I Mal Qtv 40 2 Unit Sales Extended Sates $250.00 $10,000.00 $4,000 This is an hourly SOW and CLIENT will be Invoiced monthly, for actual hours worked. The estimated number of hours for this SOW is forty (40) hours, and the maximum number of hours that may be worked under this SOW is forty (40). Additional hours will require a PCR. Travel and living expenses will be billed separately and are for two (2) onsite trips and will not exceed $4,000.00 unless a PCR is approved by both parties. Additional trips onsite will require a PCR and will be billable to the CLIENT. The estimated start date for this effort is TBD This SOW expires three (3) months after date of CLIENT signature unless a PCR is executed. Page 3 of 12 - (Mainline - confidential) March 6, 2015 www.maintino.corn 1 B66.490.MAIN(6246) aMainline. INFORMATION SYSTEMS: Approval!; Power 8ImplementalIon 33445.02092015 This SOW is subject to the terms and conditions of the Agreement. Both parties warrant and represent that they have authority to execute the Agreement, which incorporates this SOW by reference, on behalf of their company and bind them to the obligations. Price Is valid for 60 days and subject to applicable taxes. Scheduling a start date of services perform resources will commence within 14 days of all contracts and PO (If applicable) being signed by CLIENT. Page 4 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.com 1 860.490.MAIN(6246) Mainline. INFORMATION SYSTEMS' Statement of Work Details Change Control Procedure Changes required to a SOW could result in corresponding changes to the price, estimated completion dates, responsibilities of parties, scope of services, or other provisions of the project. Any change to this SOW in either scope or deliverables shall be submitted in writing via the PCR Form (Attachment A) to MAINLINE. PCRs will adhere to the following procedure: 1. Either the CLIENT or MAINLINE may initiate a change request by submitting a written PCR Form to the MAINLINE POC and the CLIENT POC. 2. MAINLINE will be responsible for Togging and tracking PCRs. The MAINLINE POC will forward the PCR to the project team for review if applicable. 3. Upon completion of the evaluation by MAINLINE and the project team and prior to performing any work, the MAINLINE POC will submit the written results to the CLIENT. These results must Include any Impact on cost, schedule, performance, and a recommended method for implementation, testing and acceptance by CLIENT. 4, If CLIENT POC agrees in writing to the Impact that such change will have on the cost, schedule, performance, and any other issue raised by the MAINLINE evaluation, the protect will be adjusted to accommodate the PCR and MAINLINE shall proceed to perform the change. Payment of the cost of the change, as specified In the PCR shall be paid in accordance with the SOW between CLIENT and MAINLINE. Page 5 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.com ( 866.490.MAIN(6246) MainIine- INFORMATION SYSTEMS; Marn+pa n+nI1 :..ia+(AMO) M�4[�t1N ,JNE's formal escalation process diagrammed below: Melnilrie.Proje?i Accaunt Exewti,ro SaykasPrincipal Mainline Servloos Practice Manager Mainline Point of Contact (POC) Page 6 of 12 - (Mainline • r onfidenliaq March 6, 2015 I --H Lt �/ liq Its il1, ne- www. mainline.com 1 860.490.MAIN(6246) [II�'Gfili}i�+.'ti`iillt[�lt ' � Client Responsibilities To ensure the success of this engagement, CLIENT will assign resources to fulfill the following responsibilities. Assign an individual to act as the POC between MAINLINE and the CLIENT for the duration of this engagement. He/she will have the authority to act for the CLIENT in all aspects of the contract. This individual will: 1. Obtain and Provide applicable Information, data, decisions, and approvals as required by MAINLINE to perform the Services, within two (2) business clays of a MAINLINE request. 2. Assist in the development of installation and project plans as appropriate. 3. Provide access to and information for the systems required to fulfill this engagement. 4. Where applicable, ensure all necessary hardware is onsite and satisfy all environmental requirements prior to MAINLINE technical personnel's arrival. 5. Where applicable, CLIENT will ensure that all hardware and software related to This engagement are at current or supported maintenance levels. 6. Prior to making your facilities, soltware, hardware, networks or other similar resources available to MAINLINE, promptly obtain any licenses or approvals necessary for MAINLINE or its subcontractors to use, access and modify such resources to the extent necessary for MAINLINE to perform the Services, including the development of any Materials. MAINLINE will be relieved of its obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects MAINLINE's ability to perform its obligations. If a third party asserts a claim against MAINLINE as a result of your failure to promptly obtain these licenses or approvals, you agree to reimburse MAINLINE for any costs or damages that MAINLINE may reasonably incur in connect with such claim. 7. Be responsible for the content of any database, system or server, the selection and implementation of control on its access and use, backup and recovery of the security of the stored data on same. This security Will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel. 8. Participate in meetings, as required, and ensure the completion of any CLIENT action items coming out of these meetings. 9. Have authorization to sign project status reports and approve change requests related to this engagement. 10. Have authorization to review and approve all deliverables. Page 7 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.com ( 866.490.MAIN(6246) Mainline 'INFORMATION SYSTEMSI 11. Assign CLIENT resources as appropriate to work with MAINLINE throughout this engagement. 12. Determine the priorities if multiple tasks are assigned to MAINLINE personnel. 13. At protect completion, provide CLIENT sign -off of Project Acceptance Documentation. CLIENT is responsible to provide an environmentally safe working environment, commensurate with the number of on-site MAINLINE consultants, The work area will include: • Computer workstations o Software/tools o Network access u Telephones n Desks o Other general office equipment (as provided to their own staff) as and when needed to facilitate project completion by MAINLINE personnel n Printing and reproduction facilities for project staff while working on CLIENT premises u All building and system access items, such as user ids and passwords, and access badges in a timely manner Failure of CLIENT to provide for any of the preceding requirements may invoke the Change Control Procedure, and may result in additional time or cost requirements. CLIENT shall be liable for any delays to the delivery schedule specified in this SOW caused by the CLIENT, its vendor(s), or resulting from CLIENT's failure to fulfill any of Its obligations. MAINLINE may charge CLIENT for any additional charges or losses incurred by MAINLINE as a result of such delays. MAINLINE may adjust the affected delivery schedule accordingly. Page 8 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.cam I 866.490.MAIN(6246) MainIineN INFORMATION SYSTEMS Security Disclaimer As a matter of security best practice, MAINLINE does not and will not maintain a record of any administrative passwords used In the engagement. CLIENT acknowledges sole responsibility for ongoing maintenance and record-keeping requirements for these accounts. Page 9 of 12 - (Mainline - conlidential) March 6, 2015 www.mainline.com 1 866.490.MAIN(6246) Ii111-iWnline ON SYSTEMS Exhibit A: Project Change Request (PCO) vokim Detailed description of proposed change: Document Description Client Name MSR 1I Project Name Project Sponsor Services Practice Manager(s) PCR 11 PCR Create Date PCR Exp. Date Project Manager(s) Requestor(s) Justification for proposed change: Impact of Change Request: Scope A Project Change Request is initiated due to a deviation from the original project scope, cost or schedule, as defined in the statement of work, subsequent change order(s) or PCRs, Page 10 of 12 • (Mainline - confidential) March 6, 2015 www.mainline.com 1 B66.490.MAIN(6246) INFOFIMATION SYSTEMS Cost/Travel & Living Terms Schedule 11 is understood and agreed that all services provided In accordance with this PCR are subject to the terms and conditions of the currently in effect between ("CLIENT") and Mainline Information Systems, Inc., ("MAINLINE"), effective ("Agreement"). For the avoidance of doubt, this PCR modifies the scope, cost, or schedule of the Statement of Work, MSR if , effective Payment for the above charge shall be paid pursuant to the terms of the Agreement. Page 11 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.com 1866.490.MAIN(6246) IMainlinery INFORMATION SYSTEMS Exhibit B: Project Acceptance Document Client acknowledges that the execution of this document represents acceptance of the MAINLINE INFORMATION SYSTEMS INC. services described in this Statement of Work (SOW) and, if any, all Changes and Revisions to tho original SOW for the MAINLINE INFORMATION SYSTEMS INC. project listed above. Furthermore, you acknowledge that MAINLINE INFORMATION SYSTEMS INC. has completed all tasks as assigned and the deliverables requested, and authorize the processing and payment of the final invoice for these services. Thank you for doing business with MAINLINE INFORMATION SYSTEMS, INC. R has been our pleasure to serve you. BY: (AUTHORIZED SIGNATURE) NAME: (PRINTED) l , 't DATE: Page 12 of 12 - (Mainline - confidential) March 6, 2015 www.mainline.corn 1 866.490.MAIN(6246)