Agmt19 CherryRoad Technologies, Inc.

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1.7 "Personally Identifying Information" (PID) means any information about an individual, including (1) any information thatcan be used to distinguish or tracean individual's identity; and (2) any other information that is linked or I inkableto 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 prior 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 Cons ultantrequired to deliver the Solution defined in Exhibit A, Statement of Work. 1.11 "Statement of Work" mea ns the deta i led work pla n a nd scope of servi ces that i s attached as Exhi bit A. 1.12 "Term" means the Initial Term pi us all subsequent Renewal Terms. 1.13 "Thi rd Pa rty Provi ders" means Oracl e, ADP, a nd Core. 2.0 SERVICES OF CONSULTANT 2.1 Scope ofServices. Cons ultantshal Iperform the Services andprovidealldel iverablestothe City incompliance with the requirements of this Agreement and the Statement of Work and in accordance with the project schedule. Cons ultant represents a nd wa rra nts that it has the res ources and expertise to perform the 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 in this ExhibitBof this Agreement. Changes in the scopeof the Requirements may become necessary or desirable as the implementation of the Services proceeds and Consultantwill work cooperatively with the City to providesuch additional requirements or modifications to Requirements as the City may request, subjectto agreement on any change in priceor schedule pursuantto a mutuallyagreed Change Order. 2.3 Management of ThirdParty Providers. Consultantwill besolely responsible for 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 a nd i n accordance with the agreements with the Third Party Provi ders. Consultantwill notify City if a Third Party Provider is not performing its obligations as required bysuch agreements and Consultantwill workwithCityto enforce compliance. Consul tantwil[further manageall payments of such Third Party Providers. To the extent that a Third Party Provider causes an error or defect in a deliverable, Consultantwill beresponsible for workingwith such Third Party Providerto correctthe error or defect. Consultant acknowledges that Cityis relying upon its expertisewith 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 functionalityas set forth in Exhibit B. If the Software does not provide the required functionality pursuantto Exhibit B, then Consultant, at its own expense, will be responsi bleto provide a functional workaround that provides such functionalityto the City. Notwithstanding the foregoing, if a Third Party Provider makes alterations to the Software followingthe commencement of this Agreement that removes the functionalitythatwas necessaryto satisfya 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 aredescribed in Section 2.4 and attached as exhibits to this Agreement. Consultantwill not be responsiblefor any conditions or limitations on performanceof the Software and services to be delivered by Third Party Providers. In the event of any termination pursuant to Section 9 or if Consultantceases 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