Agmt19 CherryRoad Technologies, Inc.

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ORIGINAL 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 madeand 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 collectivelyas the "parties". A. City currently operates a custom legacysoftware system for its enterprise resource planning (ERP), financial and human capital functions that was 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 of Oraclesoftware and is qualified to providethe City with the professional services necessary forthe successful installation, implementation, integration, customization and post production supportof the Solution as delineated inthe Statement of Work ("Services"). E. City desires to engage Consultant to 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 responsi bi lity for provi ding the same in accordancewith the terms andconditions setforth herein. NOW THEREFORE, in consideration of the promises and covenants hereinafter contained, it is mutuallyagreed 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 of thescopeof this Agreement, the Software, Services or project scheduleupon 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 noti c e to Cons u I to nt at a ny time during Term. 1.3 "City Data" means all data created or in any way originating with 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 originatedwith the City, whether such data or output is stored on the City hardware, Consultanthardwareor exists in any system owned, maintained orotherwise controlled by the City or by Consultant. 1.4 'Data Breach" means the unauthorized access by a non -authorized person(s) that results in the use, disclosure or theft of City Data. 1.5 "cle[iverable(s)" means all work productto be provided by Consultantas set forth in the 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 Page 1 ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 1 of 172