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6.F. - Page 9 of 180 PROFESSIONAL SERVICES AGREEMENT between CITYOF REDWOOD CITY and CHERRYROAD TECHNOLOGIES INC. for the configuration,implementation, and supportof Oracle Fusion, Core, and ADP software services This PROFESSIONAL SERVICES AGREEMENT, hereinafter referred to as "Agreement," is made and entered into as of May 2019, by and between the City of Redwood City, a charter city and municipal corporation of the State of California ("City" or "Customer"), and CherryRoad Technologies Inc., a Florida corporation registered to do business in the State of California ("Consultant" or "CherryRoad"). The City and Consultant are sometimes referred to herein individually as a "party" or collectively as the "parties". A. City currently operates a custom legacysoftware system for its enterprise resource planning(ERP), financial and human capital functions thatwas written and is maintained bythe City ("Legacy System"); B. City desires to replace the Legacy System with a new SAAS system based on an Oracle Fusion software framework working together with Core cashiering software and ADP software as described in Exhibits D, G and attached hereto (collectively,the"Software"). C. City desires the Software to be configured and implemented to providethe functional requirements that are setforth in ExhibitB attached hereto ("Requirements"). D. Consultant has demonstrated expertise in various aspects of ERP systems and the customization and configuration ofOraclesoftware and is qualifiedto providethe Citywith the professional services necessary forthe successful installation, implementation, integration, customization and postproduction supportofthe Solution as delineated in the Statement of Work ("Services"). E. City desires to engage Consultantto order and or resell the Software on behalf of the City, perform the Services, and manage the work and relationships with the Third Party Providers as part of an integrated enterprise solution and Consultantis willingtotake responsibilityfor providingthe same in accordancewith the terms and conditions setforth herein. NOW THEREFORE, in consideration of the promises and covenants hereinafter contained, it is mutually agreed as follows: 1.0 DEFINITIONS The followingterms that are used throughout this Agreement and the Statement of Workwill havethe meaning set forth in this Section 1.0 unless otherwise defined. 1.1 "Change Order" means a written modification ofthescopeofthis Agreement, the Software, Services or project schedule upon the terms agreed upon by the parties pursuantto Section 3.2. 1.2 "City Identified Contact" means the person or persons designated by Cityto receive any notification including Data Breach notifications. City Identified Contact is the City IT Manager and can be reached by email at ITManager@redwoodcity.org or by phone at (650) 780-7000. The City may provide updated contact information by written noticeto Consultantatany time duringTerm. 1.3 "City Data" means all data created or in any way originatingwith City, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the City, whether such data or output is stored on the City hardwa re, Consultant hardwareor exists in any system owned, maintained or otherwise controlled by the City or by Consultant. 1.4 "Data Breach" means the unauthorized access bya non -authorized person(s)thatresults in the use, disclosure or theft of City Data. 1.5 "del iverable(s)" means all work productto be provided by Consultant as set forth inthe Statement of Work. 1.6 "Initial Term" means the initial licenseterm specified in number of years as defined in Section 8.1. GENERALTERMS AND CONDITIONS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Pagel of 172 Page 1 116