AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 10 of 180 1.7 "Personally Identifying Information" (PID) means any information about an individual, including (1) any information that can be used to distinguish ortracean individual's identity; and (2) any other informationthat is linked or Iinkableto an individual, includingwithoutlimitation, confidential financial information. 1.8 "Renewal Term" means each additional renewal period of one (1) year unless agreed to in writing by both parties no less than 30 days pri or to the expiration of Term. 1.9 "Solution" means the entirety of the Software and Services as integrated into a fullyfunctional ERP system that provides all of the functions, interfaces and reports as set forth inthe Requirements and the Statement of Work. 1.10 "Services" means the services provided by Consultant required to deliver the Solution defined in Exhibit A, Statement of Work. 1.11 "Statement of Work" means the detailedwork plan andscope of services thatis attached as Exhibit A. 1.12 "Term" means the Initial Term plus all subsequent Renewal Terms. 1.13 "Third Party Providers" means Oracle,ADP, and Core. 2.0 SERVICES OF CONSULTANT 2.1 Scooeof Services. Cons ultantshallperformtheServices and providealldeliverables totheCity incompliance with the requirements of this Agreement and the Statement of Work and in accordancewith the project schedule. Consultant represents and warrants thatit has the resources and expertiseto performthe Services in a competent, professional and expeditious manner within the timelines set forth herein for the fees for Services that are included in the Contract Sum. 2.2 Reouirements. The Requirements aresetforth inthis ExhibitBof thisAgreement. Changes inthe scopeof the Requirements may become necessary or desirable as the implementation of the Services proceeds and Consultantwill work cooperatively with the Cityto provide such additional requirements or modificationsto Requirements asthe Citymay request, subjectto agreement on anychangein priceorschedule pursuanttoa mutuallyagreed Change Order. 2.3 Management of Third Party Providers. Consultantwill besolely responsiblefor the integration of theSoftware and services which are delivered by Third Party Providers. Said responsibility will include supervising the performance of services by Third Party Providers through the Go -Live Date to ensure that such Services are provided promptly and in accordance with the agreements with the Third Party Providers. Consultantwill notify City if a Third Party Provider is not performing its obligati ons as required by s uch agreements and Consultantwill work with Cityto enforce compliance. Consultantwill further manageall payments ofsuch Third Party Providers. To the extent that a Third Party Providercauses an error or defect in a deliverable, Consultantwill beresponsible for working with such Third Party Providerto correctthe error or defect. Consultant acknowledges that Cityis relying upon its expertise with Oracle Fusion Software, the ADP Services and the Core Services to provide the functionality required for the Solution and Consultant assumes the responsibility as part of the Services to configure and implement such Software in a manner that provides the required functionality as set forth in Exhibit B. If the Software does not providethe required functionality pursuantto Exhibit B, then Consultant, at its own expense, will be responsibleto provide a functional workaround that provides such functionalityto the City. Notwithstanding the foregoing, if a Third Party Provider makes alterations to the Software following the commencement of this Agreement that removes the functiona I ity that was necessaryto satisfy a Requirement, then Consultant and City will work in good faith to find a reasonable work around and execute an appropriate Change Order. Furthermore, City acknowledges that the use of the Software is subject to the terms and conditions setforth in thevendor specific agreements which aredescri bed in Section 2.4 and attached as exhibits to this Agreement. Consultantwill not be responsiblefor any conditions or limitations on performance of the Software and services to be delivered by Third Party Providers. In the event of any termination pursuant to Section 9 or if Cons ulta nt ceases doing business in theState of California, files for bankruptcy, becomes insolvent GENERALTERMS AND CONDITIONS Page 2 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 2 of 172 117