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C2013-362 - 12/17/2013 - Approved
ADDENDUM 1 TO MASTER CONTRACT This Addendum 1 ("Addendum") modifies the Mater Cont act entered into between Infor (US), Inc. ("Infor") and the City of Corpus Christi on May 15, 2013 and is effective as of 3 . All of the capitalized terms not otherwise defined in this Addendum have the same respective meanings as contained in he aster Contract. The sections of the Master Contract that are not expressly modified or replaced by this Addendum shall remain in effect pursuant to their terms. 1. The following documents are hereby added to the Master Contract as Exhibits: a. Exhibit 15.Order Form for the Hansen Component Systems dated LEI I�f 1 F3 . ` b. Exhibit 16.Statement of Work for the i lean ntation of the Hansen Component Systems dated i Z I I I c. Exhibit 17.Change Order 1 dated tit __ 2. Exhibit 1 to the Master Contract is hereby amended as follows: The following additional fees are added to the Master Contract in addition to those set forth in Exhibit 1: Item Applicable Exhibit(s)for Pricing Initial Term (if Fixed Price Terms applicable) Licenses Exhibit 15 Perpetual $324,100.00 Support Exhibit 15 1 year $64,820 Services Exhibit 16 Not applicable $1,194,444.00 Hosting and Managed Services Exhibit 17 As set forth on $500/month* the change order *Initial Annual Fee as set forth on the Change Order For I► •r(US), Inc. For ,p •f Corpus 'hris (Authorized Signature) (A "- '' T�'"i•n g� ,,,,_ Patricia Elias f71 cC L U I c-D t. (Printed Name) (Printed Name) j 9611 Associate General Counsel /-11 O n Q (Title) (Title) J November 20,2013 1 941�] 3 (Date) (Date) ARMANDO CHAPA CITY SECRETAW YK\ . 0000 14-2- _................. AU I Whir... a MUNCH.. 21 12)1 5 , SECQETAR 2013-362 12/17/13 Ord. 030042 Infor Inc. INDEXED infor EXHIBIT 15: ORDER FORM ORDER FORM As it relates to the Component Systems specified herein, this Order Form is subject to the terms of Exhibit 3 to the Master Contract, the Software License Agreement, between Infor(US), Inc., ("Infor") and City of Corpus Christi ("Licensee")with an effective date of May 15,2013(the"License Agreement"). As it relates to Support for the Component Systems,this Order Form is subject to the applicable terms of the License Agreement(to the extent it concerns Support)or, if Support is the subject of a separate Support agreement related to the License Agreement, the terms of such Support Agreement (the "Support Agreement"). The License Agreement and related Support Agreement (if any) are referred to herein as the "Agreement". All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Order Form are defined in the Agreement. In the event of a conflict,the terms of this Order Form control over the terms of the Agreement. In the event the capitalized terms in this Order Form differ from the terminology used in the Agreement, references herein to: "Component Systems" means the software products that are being licensed (and may be referred to in the Agreement as Products, Software Products, Software, Programs or Licensed Programs); "Support" means Infor's current standard maintenance and support services(and may be referred to in the Agreement as Maintenance and/or Support, Annual Support, Support Services, On-Going Support or One Point Support); "Order Form" means a mutually agreed upon ordering document (and may be referred to in the Agreement as Product Order Form, Addendum, Schedule, Supplement or Supplemental Schedule); "User Restriction"means the license restriction applicable to the Component System (which may also be referred to as Maximum Use Designation) in addition to any license restrictions in the Agreement; "Annual Escalation Percentage Cap" means the maximum percentage increase in the annual Support Fee on an annual basis; In addition, based on the applicable Agreement, listed Component Systems herein owned by a third party (a "Third Party Licensor") may also be referred to in the Agreement as"Additional Software"or"Third•Pa Software". Effective date of this Order Form: ?' tg I (the"Order Form Date") I. Component Systems Newly Licensed Component Systems: Part# Component System User Restriction* Support (if applicable) Quantity Type level 1 H8CDR Hansen 8-CDR Bundle 63 NU XT 2 H8GGS Hansen 8-GeoAdministrator 2 NU XT 3 H8CDRB Hansen 8-CDR Billing 10000 ATRAN XT 4 HDYP-L Hansen Dynamic Portal for Licensing 1 ET XT 5 HDYP-P Hansen Dynamic Portal for Permits 1 ET XT 6 HDYP-LPL Hansen DynamicPORTAL for Planning 1 ET XT 7 HDYP-CS Hansen Dynamic Portal for Customer Service 1 ET XT 8 HDYPCE Hansen Dynamic Portal-Code Enforcement 1 ET XT 9 SELC-MS8-CDRN Hansen 8-Mobile CDR Server for Notebook Edition 1 SV XT 10 SELC-MS8-CDRF Hansen 8-Mobile CDR Field User License 39 NU XT Total License Fee: $324,100.00 *If specified in the User Restriction field: • NU -"Named Users"-Quantity represents the maximum number of named users that may access the Software and each named user(e.g. login ID)requires a license. Each license may only be assigned to a single and exclusive log- in.Customer may not utilize any method or program to automatically reassign a log-in from one user to another. • ATRAN — "Annual Transactions" - Quantity represents the number of entries processed annually by the Component System, including but not limited to such sources as bank account summaries, bank account statements, accounting reports from any interface software,excel import templates, purchase orders, sales orders and invoices, regardless of whether such entries are entered manually or electronically. • ET-"Enterprise"-Allows unlimited use of the Component System within the licensed business entity. • SV - "Server" - Software is licensed to a specific named (by model/serial #) server. A license is required for each server on which the application is installed. DD EAD 10.14.13 Page 1 of 3 OP-00604017 infor *if specified in the Support Level field: "XT' means Xtreme Support Plan. Descriptions of the then current support plans for Infor,can be found at: httD://www.infor.com/content/brochures/inforxtremesupportplanfeatures.pdf/ II.Support Services Additional Annual Support Fee: $64,820.00 Annual Escalation Percentage Cap: 3%or the then current year over year increase in the Consumer Price Index(CPI-U), whichever is greater. Initial Term of Support: Order Form Date through twelve(12)consecutive months Fee for Initial Term of Support: $64,820.00 Other Fees: N/A Total Amount Due(before applicable taxes): $388,920.00 All Amounts are in US Dollars unless otherwise specified. Currency: United States Dollars Payment Terms: Payment is due within 15 days of Order Form Date. Equipment (on which Component Systems will be installed): Licensee Account ID: 100013196 Computer Platform Model: Operating System Windows DBMS: S(QL GL ID: USOAB Location: Same as Delivery Serial Number: Account Executive Name: Shelly Carroll City of Corpus Christi Invoice Address: Delivery 1201 Leopard Street (if blank,the Delivery Same as Delivery Address: Corpus Christi,TX 78401 Address shall be used for Invoicing): Contact Name: Michael Armstrong Contact Name: Contact Title: CIO Contact Title: Contact Phone: (361)826-3740 Contact Phone: Contact email: michaelar @cctexas.com Contact email: Delivery is FOB Shipping Point. No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both parties Any purchase order or similar document(other than a mutually executed and delivered Order Form)that may be issued by the undersigned Licensee in connection with this Order Form does not modify this Order Form or the Agreement to which it pertains. No such modification will be effective unless it is in writing, is signed by each party,and expressly provides that it amends this Order Form(or as applicable,the Agreement). For U.S.Government entities,the following restricted rights clause applies:This Component System is a"commercial component,"as this term is defined in 48 C.F.R.2.101,consisting of"commercial computer software"and"computer software documentation,"as such terms are defined in 48 C.F.R.252.227-7014(a)(I)and 48 C.F.R.252.227-7014(aX5), respectively,and used in 48 C.F.R. 12.212 and 48 C.F.R.227.2702,as applicable,and all as amended from time to time. Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202,and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time,all U.S. Government entities acquire this Component System only with those rights set forth in the license agreement accompanying this Component System. Use,duplication, reproduction,or transfer of this commercial DD EAD 10.14.13 Page 2 of 3 OP-00604017 infor software and accompanying documentation is restricted in accordance with FAR 12.212 and DFARS 227.7202 and by a license agreement. By signing this Order Form,Licensee represents and warrants that it has obtained all necessary authorizations and approvals including, but not limited to,appropriation of funds and budget approval. Licensee's purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services Licensee may choose to purchase from Infor contemporaneously with this Order Form or in the future. THE PARTIES have executed this Order Form through the signatures of their respective authorized representatives. For: Infor(U'�), Inc. For: Cit of oru A AP,. (Legal N.1W •l , _ - AwzLL9 of, Si. ature gna re_Niir5'' Patricia Elias , I) d L 0 Im Typed or Printed Name Typed or Printed Name Associate General Counsel Nov.20,2013 �� IA On . 19A( l 13 Title Date Title Date DD EAD 10.14.13 Page 3 of 3 OP-00604017 EXHIBIT 16: STATEMENT OF WORK 1. Statement of Work This Statement of Work("Work Order or SOW") is subject to all terms and conditions of the Master Contract and Exhibit 5 to the Master Contract,the Software Services Agreement between Infor(US), Inc.("Infor")and the City of Corpus Christi,TX("Licensee"or"City")(collectively,the"Services Agreement"). All terms of the Services Agreement are incorporated herein by this reference. Capitalized terms not defined in this Work Order are defined in the Services Agreement. In the event of a conflict,the terms of this Work Order control over the terms of the Services Agreement. 2. Project Scope Infor's Services effort for the project described in this SOW is based on information given to Infor by the Licensee and the key assumptions detailed in this SOW.Any additional information or changes to the information provided may require revision of the level of Services effort required to complete the activities,the payment of additional fees by Licensee and is subject to Infor's standard change order process. If the Licensee fails to satisfy stated requisites or assumptions in this SOW,a change in scope,time, and cost may be required and result in a change order. 2.1 Proposed Infor Application Landscape Scope Licensee has licensed the following Component Systems from Infor. Infor will implement the products listed below to accomplish the scope as identified in this SOW. Hansen 8—CDR Bundle • Planning • Permits • Business License • Trade License • Code Enforcement Hansen 8-GeoAdministrator Hansen 8—CDR Billing Hansen 8—Dynamic Portal for Licensing Hansen 8—Dynamic Portal for Permits Hansen 8—Dynamic Portal for Planning Hansen 8 Dynamic Portal for Customer Service Hansen 8 Dynamic Portal—Code Enforcement Hansen 8—Mobile CDR Server for Notebook Edition Hansen 8 -Mobile CDR Field User for up to 39 users Infor Statement of Work©2013 1 Infor Application Scope Key Assumptions: (1) For all applications listed above, each will be implemented with the latest generally available Infor or third party supplier software version at the time software delivery.The Licensee intends to implement the Infor solution using industry standard best practices with no changes to the delivered source code. (2) The scope of the implementation for the Infor Hansen 8 Solution using the Implementation Accelerator approach assumes the following: a. The scope of effort for this SOW does not incorporate an interface with the City's Avolve ProjectDox application. b. Infor notes and understands the City's strategy and guiding principle to limit conversion of the City's legacy CDR data whenever possible for the implementation project. Infor will work diligently with the City to strategize and plan the project's data conversion and migration following these guidelines. c. Interface to the City's Selectron IVR is not included in scope of effort for this SOW. d. Infor assumes Infor's solution provider, Selectron,will provide infrastructure for the Hansen CDR Mobile solution. e. The Infor solution, as delivered, is configured in US currency and English language. (3) There is a single Project Process Team, and the Business Processes and logic will be the same across the Licensee's organization, i.e.there are not multiple process teams implementing different business processes across multiple sites. This would impact the number of prototype versions and time required to define structures, as well as training time,testing time and post go live support. (4) Hansen 8—Mobile CDR assumptions are referenced in Appendix A. 2.2 Organizational Scope Organizational Scope Project Requisites: 1. The Organizational Scope will be configured to include 1 (one)production database for any Infor application solution product. Multiple staging databases may exist to support project implementation activities such as development,testing and training. 2. Software business process configuration across all entities will be consistent. 2.3 Geographic Scope The following Licensee locations are included within the scope of this Project("Geographic Scope"). The Project office will be located at: • Single location designated by the City of Corpus Christi, prior to project initiation 2.4 Data Migration and Conversion Scope "Data Migration and Conversion" refers to any efforts associated with the analysis, cleansing, loading and reconciling of current or historical data from other systems into Infor systems,whether by manual or programmatic methods. The following sections detail the activities, responsibilities, assumptions, and scope with respect to the data migration and conversion tasks included in this Project. Infor Statement of Work©2013 2 Data Migration and Conversion Scope Data Migration and Conversion scope and deliverables will be mutually agreed upon, and Infor has included up to 1,300 hours of data migration and conversion development services for the activities below within the Fixed Fee. Data Migration and Conversion requirements are subject to change following business process survey, design,and prototyping activities. All Services for conversion activities will be provided remotely. 1 Plan& Permit Plan and Permit Active Accounts Active Accounts Only Business Active Accounts 2 License Business License Active Accounts Only Code Code Enforcement and Case Management Active Active Cases and 3 Enforcement Accounts Accounts Only Code Code Enforcement and Case Management Access Active Cases and 4 Enforcement Database Active Accounts Accounts Only 5 Trade License Contractors Accounts and Contacts Active Accounts Only Miscellaneous Notes(All free form notes.)for Plan, E H.T.E Active Accounts Permit, Business License,Code Enforcement 7 H.T.E Billing, Payment,Adjustment History(5 years) Prior fiscal year Data Migration and Conversion Activities The Data Migration and Conversion activities listed below for either Licensee Responsible or Infor Responsible Data Migration and Conversion Scope(as applicable)are within the scope of the Project ("Data Migration and Conversion Activities"). The Infor consultants will support the Licensee Data Migration and Conversion Activities as defined below. Licensee and Infor Responsible Data Migration and Conversion Scope The Data Migration and Conversion Activities below,for the Licensee Responsible Data Migration and Conversion Scope, are included in the scope of the Project. Infor Statement of Work©2013 3 Training Licensee Infor Infor will train the Licensee's IT The Licensee's conversion personnel in data migration staff on the use of the Infor have the competency and requisite tools Licensee data migration tools.Training skills to be able to understand the Infor attends courses will be delivered as tools and methods. training defined in the Learning Scope section of this SOW. Extract data from Licensee All activities involved in getting The Licensee has the tools and the legacy data from existing Licensee competency to execute this data applications systems into the appropriate responsibility. data cleansing tools. Conduct data Infor Cross functional workshops to Both Licensee functional and technical migration define the data migration resources participate in the workshops. workshops Licensee process and mapping participates required. Develop Infor A deliverable from the data The Licensee has suitably qualified migration strategy migration workshops. It personnel that have experience and and process Licensee defines how the migration and knowledge of the existing legacy description review conversion process is going to systems. be managed and which Infor personnel will provide knowledge routines will be used. and documentation of Infor data mapping structures,and conversion Data Migration Workshops are tools. completed by application suite, . such as Finance, Procurement, HR,etc. Data Migration Workshops average 1 week for each application suite. Develop data Licensee Data conversion Project plan The Licensee has been trained on the migration/ containing tasks,duration, Infor applications. conversion plan Infor provides resources,and schedule. The Licensee has validated the legacy advice and Infor will validate the data data to be converted. guidance conversion plan. Perform data Licensee All data fields will be reviewed The Licensee will be advised at the cleansing and by the appropriate qualified appropriate time in the Project plan to rationalization Infor provides Licensee business owner to be able to make good decisions on the advice and ensure that the data is data cleansing requirements.Data guidance accurate and meets the cleansing activity timing will be based business requirements. on the Licensee's understanding of the new application. Document data Licensee Data mapping documents are The Licensee's business analysts have mapping developed to provide the required knowledge of both their requirements Infor provides specifications for field mapping legacy systems and Infor applications advice and and translation from the legacy to perform the required mapping. guidance system(or staging)tables to the Infor tables. Design migration Licensee Technical design documents Completed and approved data mapping /conversion for the conversion routines are documents are a required input to this routines created based on the data activity. Infor provides pp g requirements in urements and advice and q Changes to the data mapping guidance migration strategy. requirements or migration strategy will impact completed or in process design work. Develop data Licensee Programming and unit testing migration/ of the migration/conversion conversion Infor provides routines. routines advice and guidance Infor Statement of Work©2013 4 Test load sample Infor Sample tests will be done as There is a test environment for data data early as possible to help migration available with master ensure the end to end process configuration tables set up. is working. Test data within Licensee Process Owners will test the The Process Owners have been critical business critical business processes trained in the Infor application. processes Infor provides using sample data during the advice and Acceptance test. Infor to guidance provide sample test scenarios and test scripts to facilitate. Perform full Licensee All data will be migrated to The testing requirements and process migration ensure performance is will be determined by the test plans. systems test Infor provides measured. advice and guidance Perform live Licensee Live data migration. There is a contingency plan. migration Infor provides advice and guidance Data Migration and Conversion Key Assumptions: 1. Data Migration and Conversion into the Infor system is in a single format from the legacy system. 2. Data Conversions are limited to the requirements defined in this Statement of Work. Any additional requirements will be scoped and estimated separately and are not included in the services estimates in this Statement of Work. 3. 3(three)data conversion test cycles and 1(one)production data conversion cycle are assumed per Project Stage. If mutually agreed between the Licensee and Infor,additional data conversion cycles may be added. 4. Infor will determine the best approach for loading legacy data into the Infor system. 5. The designated City resources will determine the best source for data elements, if multiple programs store the same data element and/or type of data. 6. The Infor system production database will only be populated with real data from the identified source systems. 7. The City is responsible for any data cleansing that may be required to assure the accuracy of data within the source systems.The source systems represent the sources from which the data extraction specialists will extract and load data into the underlying Infor System database. If these sources contain inaccurate data then these data inaccuracies will also exist in the Infor system database. 8. Infor will provide the City with Infor data(flat file)layouts and guidance to map data from the legacy system to Infor. 9. The City is responsible for all manual data entry that may be required to load data from current manual systems. 10. The Infor standard Application Programming Interfaces(APIs)will be used to load data. 11. Code promotion and deployment between environments and product lines is the responsibility of the City and must be performed in a timely manner as agreed to during Project planning. Code promotion and deployment tasks between environments and product lines will be performed by City Administrators or Infor Application Managed Services as directed by the City. 12. The City is responsible for correcting errors in the data reported by the conversion routines. 13. The City is responsible for ensuring that all converted and integrated data is accurate,and will be responsible for data validation efforts associated with all testing. Infor Statement of Work©2013 5 Data Migration and Conversion Project Requisites: 1. Infor data mapping and conversion applications will be used for electronic conversions. 2. The Licensee will manage all Data Migration and Conversion Activities. 3. The Licensee is responsible for correcting errors in the data reported by the conversion routines. 4. The Licensee is responsible for performing manual data entry where required. 5. The Licensee is responsible for ensuring that all converted and integrated data is accurate and is responsible for data validation efforts associated with all testing. 2.5 Development Scope "Development"refers to any efforts associated with building software customizations, interfaces, reports,workflows, alerts,and providing other customized access to Infor application data. Development requires the involvement of skilled resources familiar with the Infor application development or business process management tools. The Implementation Accelerator(IA)approach for the Infor Stepwise methodology is used to manage all Development activities and deliverables. The following sections detail the activities, roles, responsibilities, assumptions, and scope with respect to the Development tasks included in this SOW. Development Assumptions: 1. Performance(volume)testing of Development deliverables is the Licensee's responsibility. 2. The Licensee's Project team is responsible for the preparation of all End User related manuals, documentation, and training for all Development deliverables. Infor provides a basic End User template. The City will provide detail and content for End User related manuals which is specific to the City. 3. The Licensee's Project team has technical knowledge of the existing legacy systems. Any support needed from other company personnel will be available to the Project team in a manner that will not detrimentally impact the Project timeline. Development Project Requisites: 1. Infor will have remote access to the Licensee's network and systems as necessary to support the planned Development activities. 2. The Licensee has licensed the Infor applications required to perform the Development activities. 3. Code promotion and deployment between environments is the responsibility of the Licensee's directed services or resources and must be performed in a timely manner as agreed to during Project planning. 4. All Development work will be performed on the Licensee's development environment or as mutually specified and agreed with Licensee and Infor. 5. Documentation associated with Development activities will be stored in the Project's StepWise database; e.g. specifications,test plans, approvals, etc. or in a central document repository as mutually agreed Customizations "Customizations"refer to the personalization of delivered Infor software objects or the creation of new software objects using the Infor application development tools. No customization or changes to Infor source code are included in the scope of this work order. Interfaces "Interfaces"refer to those objects that allow data to periodically move either into or out of the Infor applications. Interfaces are defined by the business processes they facilitate,the points during those Infor Statement of Work©2013 6 processes where data is exchanged,the frequency the data is exchanged, and the system method by which data is exchanged. Interface Scope The Interfaces identified below are within the scope of the Project("Interface Scope"). Interface development scope and deliverables will be mutually agreed upon, and Infor has included interface development services for the activities below within the Fixed Fee. The Licensee will have access to Infor's APIs, application messages, design tools,database templates, and table layouts, subject to the scope of the license agreement. Interface requirements are subject to change following business process survey, design, and prototyping activities. Remote development is assumed for interface activities. Licensee resources will participate in development per identified project participation. Interface requirements will be validated. 1 Lawson Inbound/ Central Cashiering Infor CDR Financials Outbound 2 Misc. Revenue—Permits, Business Lawson License, Housing Demos, mowing, etc. Infor CDR Financials Outbound 3 Lawson Community Develop Interface Infor CDR Financials Outbound 4 Adria vetting Inbound/Outb Street fee Infor CDR. file ound 5 lnbound/Outb Employee Data/Timekeeping Infor CDR. Lawson HR ound 6 Address, Contacts, Ownership GIS Infor CDR Inbound Interface-Work orders to Maximo and Outbound/ return status Infor CDR Maximo Inbound Interface Activities The Interface activities below,for either Licensee Responsible or Infor Responsible Interface Scope, are included in the scope of the Project(collectively the"Interface Activities"). Infor Responsible Interface Scope The Interface Activities below,for the Infor Responsible Interface Scope, are included in the scope of the Project. Infor Infor Training as defined in the Learning The Licensee's IT staff has Interface/integration Scope section in this SOW. the competency and requisite tools training skills to understand the tools and methods. Project management Infor Monitor and control interface The responsible resource has development activities. experience in development Operate as the liaison between project management and the functional and technical teams. packaged software Perform quality assurance. implementation. Record and track issues and drive to resolution. • Infor Statement of Work©2013 7 Develop functional Licensee Definition and documentation of Infor involves qualified design specification the business processes and Licensee personal that have Infor provides corresponding inputs and outputs experience and knowledge of advice and related to the interface. the Licensee business and guidance existing Licensee systems. Develop technical Infor Creation of a design specification The Licensee has approved design specification documenting how the Licensee the documented interface defined business requirements will business requirements in the be addressed with the specific functional design interface. specification. The technical design will outline Related"to be"business the interface approach,test plan, processes have been defined any specific application setup and application prototyping required,and any anticipated has been completed to the impact on the system to which point where technical Hansen will be interfaced. interface specifications can be defined. Approve specification Licensee The Licensee will review the The Licensee has understood technical design specification with and signed off on the Infor provides Infor,and agrees that the technical technical design specification. advice and design will correctly deliver the guidance specified functionality. All interface assumptions will be discussed and agreed upon. The Licensee approves by signing the technical design specification document. Develop Infor Interface objects are created A complete and accurate and/or customized according to technical design document the technical design document. has been developed. The Infor technical consult will use Hansen API's, unless otherwise specifically discussed with and approved by the Licensee. Perform unit test Infor Unit testing involves executing the Unit testing is typically unit test specification to confirm performed by the same that the functionality complies with person that develops the the interface specifications. Issues interface. are corrected by the developer. Unit testing does not consider the impact of the interface on any other business processes. Deliver Infor Deliver the system objects All programming required to applicable to the interface to the refit software objects Licensee. previously modified is the Licensee's responsibility. Perform acceptance Licensee The Licensee performs testing to Acceptance testing of test confirm that the interface operates interface is performed in a Infor provides as indicated in the design test environment with advice and specification. Issues are Licensee data representative guidance documented and reported to the of production. Infor development team for correction. Infor is responsible for Infor Statement of Work©2013 8 issue resolution. The Licensee accepts and signs the release form to move the interface into a production environment once all issues are resolved. Interface Key Assumptions: 1. Interface requirements are subject to change following the Project business process survey, design, and prototyping activities. a. Interfaces are limited to the requirements defined in this Statement of Work 2. Infor and Licensee will mutually agree upon the best approach for the development of all interfaces for which it is responsible into the Infor system. 3. The designated City resources will determine the best source for data elements, if multiple interfaces store the same data element and/or type of data. 4. The designated City resources will identify, capture and collect all business rules that must be applied to data in the extraction, transformation, and loading process. 5. The City is responsible for any data cleansing that may be required to assure the accuracy of data within the source systems. The source systems represent the sources from which the data extraction specialists will extract and load data into the underlying Infor system database. If these sources contain inaccurate data then these data inaccuracies will also exist in the Infor system database. 6. Infor will provide the City with Infor data(flat file)layouts to map data from the legacy system to Infor. 7. The Infor standard APIs will be used to load data. 8. Code promotion and deployment between environments and product lines is the responsibility of the City directed services or resources and must be performed in a timely manner as agreed to during Project planning. 9. The City is responsible for correcting errors in the data reported by the interface routines. 10. The City is responsible for ensuring that all integrated data is accurate, and will be responsible for data validation efforts associated with all testing. 11. Poor data quality includes, but is not limited to,the following examples: certain symbols in alpha or numeric fields, missing data, duplicates of data fields or sets, etc. Interface Project Requisites: 1. Infor standard integration tools will be used for interface development. 2. All Infor interface Services cover data directly entering or leaving the Infor database.All interface development to non-Infor software is excluded from scope of this SOW. 3. Infor will utilize global service centers and/or local resources as required for Infor interface activities. Business Process and Report Management Business Process development(workflow)scope and deliverables will be mutually agreed upon, and Infor has included up to 1,000 hours of Business Process development services for the activities below within the Fixed Fee. Report development scope and deliverables will be mutually agreed upon, and Infor has included up to 300 hours of off-shore report development services within the Fixed Fee. As part of Implementation Accelerator, Infor provides detailed process maps for the following CDR processes: Infor Statement of Work©2013 9 Planning Applications Pre-Application Process General Planning Building Projects General Building Project Building Permits General Building with Resubmittal/Change Order/Process EPP or OTC (Easy Permit Process or Over the Counter with no plan) Business Licenses General Business License Temporary Business License Business License with Operators Business License with Child(Endorsement) Endorsement Trade License General Trade Trade License Exam Process Code Enforcement General Case with Appeal Process The Business Process and Report Management(BPRM)activities below,for Licensee Responsible BPRM Scope, are included in the scope of the Project. Infor business Infor Technical training as defined in the The Licensee's IT staff has the process and Learning section of this SOW. competency and requisite skills report to understand the tools and management Licensee methods. tools training attends training g Infor personnel will provide knowledge and documentation of Infor data conversion templates and conversion tools including MS Add-ins. Project Licensee Monitor and control Project activities. The responsible resource has management Operate as the liaison between the experience in report Infor provides functional and technical teams. development project advice and Perform quality assurance. management and packaged software implementation. guidance Record and track issues and drive to resolution. Develop Licensee Definition and documentation of the The Licensee involves qualified functional design business process and reports personnel that have experience specification Infor provides management functional and knowledge of the business advice and requirements. and existing systems. guidance Infor Statement of Work©2013 10 Develop technical Licensee Creation of a technical design The Licensee Process Owner design specification documenting how the has understood and signed off specification Licensee defined business on the functional design Infor provides requirements will be addressed with specification. advice and guidance the Software. Related"to be"business The technical design will outline the processes have been defined data access approach,any specific and application prototyping has application setup required,output been completed to the point specification,and any anticipated that business process and impact on the system. report specifications can be defined. Approve Licensee The Infor technical consultant will The Licensee IT responsible specification review the design specification with has understood and signed off Infor provides the Licensee.All BPRM design on the technical design advice and assumptions will be discussed and specification. guidance agreed upon. The Licensee approves by signing the specification document. Develop Licensee Hansen Business Process objects A complete and accurate are created or customized according technical design specification Infor provides to the technical design document. document has been developed. advice and The Infor technical consult will guidance provide Hansen application guidance to the Licensee developers. Unit Test Licensee Unit testing involves executing the Unit testing is typically process management or report to performed by the same person Infor provides confirm that it complies with design that develops the report. advice and specifications. Issues are corrected guidance by the Licensee developer. Unit testing does not consider the impact on any other business processes. The Infor technical consultant will support the Licensee developers with Hansen Business Process functions subject to the hours in the Project Budget Section of this SOW. Deliver Licensee Deliver the system objects All programming required to Infor provides applicable to the process refit software objects previously advice and management or report to the modified is the Licensee's guidance Licensee. responsibility. Perform Licensee The Licensee performs testing to Acceptance testing is acceptance test confirm that the process performed in a test Infor provides management or report operates as environment with Licensee data advice and indicated in the functional design representative of production. guidance specification. The Licensee is responsible for resolving issues. The Infor technical consultant will support the Licensee developers with Hansen Business Process Workflow issue resolution. Infor Statement of Work©2013 11 Infor Responsible Business Process and Report Management Scope The BPRM Activities below,for Infor Responsible BPRM Scope, are included in the scope of the Project. Project Infor Monitor and control Project activities. The responsible resource has management Operate as the liaison between the experience in report development functional and technical teams. project management and packaged software Perform quality assurance. implementation. Record and track issues and drive to resolution. Develop Licensee Definition and documentation of the The Licensee involves qualified functional business process and reports personnel that have experience design management functional requirements. and knowledge of the business specification and existing systems. Develop Infor Creation of a technical design The Licensee Process Owner technical specification documenting how the has understood and signed off on design Licensee defined business the functional design specification requirements will be addressed with specification. the Software. Related"to be"business The technical design will outline the processes have been defined data access approach,any specific and application prototyping has application setup required,output been completed to the point that specification,and any anticipated business process and report impact on the system. specifications can be defined. The Infor technical consultant will provide Hansen Business Process workflow software guidance to the Licensee developer. Approve Licensee The Licensee Process Owner will The Licensee IT responsible has specification review the design specification with the understood and signed off on the Licensee IT responsible and Infor.All technical design specification. BPRM design assumptions will be discussed and agreed upon. The Licensee approves by signing the specification document. Develop Infor BPRM system objects are created or A complete and accurate customized according to the technical technical design specification design specification document document has been developed and approved. Unit Test Infor Unit testing involves executing the Unit testing is typically performed process management or report to by the same person who confirm that it complies with design develops the report. specifications. Issues are corrected by the Infor developer. Unit testing does not consider the impact on any other business processes. Deliver Infor Deliver the system objects applicable Unit testing is documented and to the process management or report has been successfully to the Licensee. completed. Perform Licensee The Licensee performs testing to Acceptance testing is performed Infor Statement of Work©2013 12 acceptance test confirm that the process management in a test environment with or report operates as indicated in the Licensee data that is design functional specification. representative of production data. Infor is responsible for resolving issues within the developed code. Business Process and Report Management Requisites: 1. The Licensee and lnfor will utilize standard Infor applications licensed by Licensee to develop BPRM deliverables. There will be no changes to delivered and installed Infor business logic or source code. 2.6 System Administration Scope System Administration Scope "System Administration" refers to the administration and maintenance of the Infor technical environment.Activities include but are not limited to: product line management, user administration, and operations support(collectively the"System Administration Activities"). System Administration Activities The Licensee has requested that Infor provide remote System Administration support(i.e., lnfor system administration,)to the Licensee project team for the duration of the Project. Remote support is related to the system administration activities of the Infor environment as listed in the System Administration Activities table below. Infor(PM, TPM or System Consultant)and the Licensee Project Managers will coordinate any changes that will affect the environment or application. The following System Administration Activities are included in scope of this Project. User enrollment Licensee Define and administer all Infor has provided Security user accounts. Administration training as defined Infor provides in the Learning Scope section of advice and this SOW. guidance Menu creation/ Licensee Customization of menus Infor has provided System maintenance and for specific users/user Administration training as defined assignment to user Infor provides groups and roles. in the Learning Scope section of profiles. advice and this SOW. guidance Schedule jobs Licensee The scheduling of batch Infor has provided System Infor provides jobs to run during non- Administration training as defined advice and peak hours. in the Learning Scope section of guidance this SOW. System Administration Assumptions 1. The Licensee is responsible for providing helpdesk services to their end-users. 2. The Licensee's environment is assumed to have 4 instances of the Infor application solution. Responsibilities: Infor Statement of Work©2013 13 Infor and the Licensee will be responsible for the following activities related to System Technology: Infor: 1. Provide advice and guidance to the Licensee for the development of the StepWise deliverables related to the Licensee's IT system administration of the Infor application. Licensee: Will direct services or resources for: 1. System Administration related to user security and administration and helpdesk. 2.7 Project Learning Scope Learning Scope The Learning Scope below lists training for the project team and end users(as applicable)that is, included in scope of this Project. Project Team Training The following project team training is included in scope of this Project. Up to 14 Licensee attendees may attend these on-premise training sessions: Hansen 8 CDR Suite Application Overview ► 5 days inclusive of 1 day of planning ► 1 Application Overview session provided ■ An overview of the Infor Hansen 8 CDR application tailored to expose the core team to the look and feel as well as the functionality of the Infor Hansen 8 CDR Application modules. Advanced Configuration Training ■ 5 days ■ 1 Advanced Configuration Training ► Train Licensee's application team on how to utilize the Hansen 8 CDR Application configuration tools, content management,workflow development and overall maintenance and system administration of the application. Infor Statement of Work©2013 14 Data Conversion Training ► 5 days inclusive of 1 day of planning ► 1 Data Conversion Workshop and Training ► Train Licensee on data conversion process and tools. Identify all data sources and develop strategy and approach for the Licensee's data conversion requirements. End User Train the Trainer with Licensee Trainer ► 2 days of strategy and training plan development for end user training ► 5 days of planning, development of training materials during initial implementation ► 1 End User Training Train the Trainer session Learning Project Requisites: 1. Project team and end user training are based on the approach, responsibilities and scope as defined in the Learning Scope section of this SOW. 2. Infor will train the Licensee Project team on how to execute business processes as defined in the Business Process Scope section of this SOW.This training helps allow the Licensee Project team to effectively participate in the prototyping process. Training on Infor's application solution configuration tools is included for the Licensee Project Team. 3. All project team training is limited to a maximum of fourteen(14) Licensee participants. 4. Licensee site training, where applicable, will take place at Licensee location identified in Section 3.3. 5. For Licensee site training, the Licensee will provide training accommodations and facilities including at least one computer for every two participants; a computer for the instructor; Infor User Interface loaded on each workstation with access to the Infor Remote Application Server or have downloaded training data onto each workstation; printer access from each workstation; white board with markers;flip-chart with markers; and computer projector. Learning Project Assumptions: 1. Infor to provide Licensee with training agenda, including anticipated participants, at least 2 weeks in advance of training. 2. All Learning Workshops and Private Labs are held on-premise at Licensee location. User Adoption Scope "User Adoption" refers to an approach and activities designed to enable users to gain the skills necessary to adopt the new technology into their job processes. Lawson Learning Accelerator is used Infor Statement of Work©2013 15 to capture and maintain the learning content that is designed during the course of the project. Activities may include but are not limited to: planning for user adoption, creating user training material, delivery of user training material, assessment of user adoption and overall user adoption program management. User Adoption Activities The User Adoption activities identified below are within the scope of the Project(collectively the"User Adoption Activities"). The Licensee has elected to assume full responsibility for all user adoption activities. Create User Licensee Perform an analysis of user education The Licensee will complete Adoption needs and objectives to determine an the user adoption planning Plan effective leaming strategy for the in-scope worksheets. Infor:Advice Infor applications.The analysis includes a The Licensee will arrange and Guidance review of existing training plans, meetings during the site visit classification of users,identification of with key stakeholders. geographic disbursement and timeline for training;and meetings with project stakeholders and training team members in order to produce the recommended end user training strategy and approach. Define Licensee The Learning Solution Standards and User Adoption Plan complete. Leaming Prototypes document describes the format Learning Accelerator Training Solution and structure of the Licensee's End User Course complete. Standards Infor:Advice learning solution including: and • the layout and structure of each type of Prototypes and Guidance learning content designed for classroom delivery • the layout and structure of each type of learning content designed for eLeaming delivery StepWise contains a guideline on how to create this document. Build Key Licensee Key User Network formation includes: User Adoption Plan complete. User Network • communicating to Licensee department managers about the role using the Key User Network brochure Infor:Advice • defining the selection criteria and Guidance • notifying selected participants • conducting Key User Network Workshops Design and Licensee The Licensee's user adoption developers User Adoption Plan complete. Develop User will create course materials,grouped by Learning Accelerator Training Training Infor: Advice role,which include: Course complete. Content and Guidance introductory information Learning Solutions Standards • conceptual information and Prototypes document • passive and interactive approved by Licensee. simulations Licensee subject matter • printable job instructions experts from the project team • content specific to the Licensee's will: deployment of Infor provide initial • quizzes for certain courses as Infor Statement of Work©2013 16 identified in the User Adoption Plan instructions for The Licensee is responsible for the creation each task requiring of all user training content. a training lesson • provide configured data in a test or training database that can be used for screen capture • capture raw simulations • provide contextual and process flow information • participate in the review of training materials Prepare Licensee The Licensee will conduct internal training User Training Content is Licensee of Licensee subject matter experts to deliver developed. Trainers to classroom training to end-users. Lead End User Training Conduct Licensee The Licensee will deliver instructor led System Test complete. Solution training to the Licensee's end users, utilizing User Training Content Training for the material built in the Design and developed. End Users— Development User Training Content Instructor Led deliverable. Training Delivery Deploy Licensee The Licensee will deploy the user training System Test complete. eLearning content through the Learning Accelerator User Training Content Solution Manager or an alternative Learning developed. Training for Management System.With the User Infor: Advice Users Adoption Plan as the guide,appropriate and Guidance training courses and quizzes will be assigned to each end user based on his or her role in the organization. Measure Licensee Measuring user adoption is accomplished User Training Content User utilizing a User Adoption Assessment which developed. Adoption Infor: Advice is a role-based evaluation that measures and Guidance user knowledge,confidence,and adoption to new work flows using metrics defined in the user adoption plan. The Licensee will define the tools used to perform the assessments,including surveys,quizzes,observations and interviews,and to identify the best practices for collection and evaluation of results. The Licensee gathers the data and analyses the results. Infor Statement of Work©2013 17 User Adoption Assumptions 1. Courses will describe the steps required to use the Hansen application to complete each business process. Any manual processing steps required by the Licensee will not be documented in the courses. The Licensee may choose to add this information themselves. 2. Courses will be published for deployment through the Lawson Learning Accelerator Manager or an alternative Learning Management System. Job instructions will be published in print- ready format. User Adoption Project Requisites 1. All user training courses will be held at Licensee facilities,with Licensee responsible for setup of training environment,facilitation of logistics, network requirements and scheduling of rooms and resources. User Adoption Scope User Adoption Assumptions Review for General Assumptions 1. Courses will describe the steps required to use the Hansen application to complete each business process. Any manual processing steps required by the Licensee will not be documented in the courses.The Licensee may choose to add this information themselves. Infor can also provide assistance in this area. 2. Course design will begin after the workflow and configuration for each business process is finalized. Changes in the system configuration after course development begins will increase development time and may require a change order to accommodate. 3. All courses will be developed as specified in the storyboard. The Licensee will designate a responsible and knowledgeable person to sign-off on the storyboard design of each course. Changes to the course that occur after storyboard sign-off will increase development time and may require a change order to accommodate. 4. Courses will be published for deployment through the Lawson Learning Accelerator Manager or an alternative Learning Management System. Job instructions will be published in print- ready format. Printing costs are not included in the proposal cost. 5. Infor will build the foundation of the Key User Network, but the Licensee is responsible for execution of the program. 6. The Soft Skills Training Workshop will be conducted using a standard agenda and courseware. 7. Following Train the Trainer workshops,the Licensee participants are then responsible for practicing skills learned and for delivering some or all of the end user training as defined in the User Adoption Plan. User Adoption Project Requisites 1. The Licensee has licensed Learning Accelerator and has participated in the Lawson Learning Accelerator training. 2. Infor will be granted appropriate access to the system to be able to assist with end user training content development and delivery 3. All user training courses will be held at Licensee facilities,with Licensee responsible for setup of training environment,facilitation of logistics, network requirements and scheduling of rooms and resources. 2.8 Go Live Services Scope "Go Live Services"are all the Infor Services required to support the Licensee Go Live and post Go Live for the period of time and applicable application suite(s)described in the table below. "Go Live" is defined as the first time an Infor module in the Infor Application Scope section of this SOW is Infor Statement of Work©2013 18 available to process a Licensee transaction for live production purposes. Go Live Services will terminate under this SOW based on the earlier expiration of a)the table below for the Project Stage, or b)45 calendar days after the first Go Live day for the Project Stage. Stage 1 Go live support is budgeted for the Infor Infor resources are Hansen 8 CDR first two(2)weeks of live operation assigned by the Infor and the first Finance period close. Project Manager. Support may be provided either on- site or remotely as mutually agreed at the discretion of the Licensee and Infor Project Managers. Infor resource(s)on- site the 1St week of go live. Additional Go Live Services Requisites: 1. If the Licensee is not ready to Go Live upon completion of the Services described in this SOW, additional Services and training may be required ("Additional Work").Any Additional Work will be managed by Infor's standard change order process. 2. Licensee will conduct the first month end close during the first week of the month immediately following the Go Live date. 3. The Infor Project Manager will work together with the Licensee Project Manager to develop a joint post Go Live support resource plan. 4. Licensee Process Owners and Key Users will provide first line support to Licensee End Users. 5. Infor consultants will support the Licensee Process Owners and Key Users with resolution of process questions and provide Infor application assistance where required subject to the Go Live consulting hours above. 3. Implementation Strategy The estimated effort for the activities described in this SOW is based on the implementation strategy described in this Section. Infor proposes an estimated project schedule for CDR as a 15 month timeline. Infor assumes an estimated project start date on or about December 1, 2013. This date is negotiable based upon finalization of contracts, City and Infor resource availability, etc. The Parties both acknowledge that there is another on-going project that may affect timelines and Licensee resource availability. The preliminary timeline is estimated based on the assumed availability and commitment of City resources for the project and support aligning the go-live date for the Finance and Procurement project with the City's fiscal calendar. The Project start date will be mutually agreed upon by the Licensee and Infor. Together the Infor and Licensee Project Managers will develop a mutually defined Project plan to be shared with the Project team during the Project kick-off event. Infor Statement of Work©2013 19 2013 Nan-Dec) 2014(Jan-Dec) I 2015(Jan-June) Implementation Strategy Requisites: 1. Licensee will ensure that all business process requirements are included in the Final Beta Prototype. The Final Beta Prototype is refined to complete the Licensee's configuration, including all processes as listed in the Business Process Scope section of this SOW. During the Project's Establish phase Infor will configure the Infor applications to support the business processes listed in the Business Process Scope section of this SOW. 2. Licensee is responsible for deployment of the Infor applications to all Licensee locations that are not identified as being within the scope of the Project in this SOW. The proposed CDR implementation estimates a fifteen(15)month sequentially phased implementation inclusive of post live support with all products expected to be deployed by the end of month twelve(12). Within the fifteen(15)month timeline, Infor is assuming several factors, including cooperative teamwork between City executive management, business owners, users and IT, in addition to a major focus on City ownership of data cleansing/conversion, training, organizational change management and testing. These tasks, activities and cooperation must be in place to help reduce risk,ensure a collaborative Project environment and achieve a successful implementation. 4. Project Implementation Methodology The Licensee and Infor mutually agree to utilize the Infor Implementation Accelerator approach for StepWise implementation methodology to manage the Project. 4.1 Implementation Accelerator Approach for Stepwise Methodology Activities The Infor Implementation Accelerator Approach for StepWise methodology will be used throughout this Project. An overview of the Implementation Accelerator approach and StepWise methodology is presented below. Infor Statement of Work©2013 20 Infor StepWise Methodology DEFINE ESTABLISH EXECUTE f=ro;ect Marage.re^t Pn j ,•.. Define t ?rcc?sses&Stru:toes Solution '. a#... Define • Establish . • Support People Change Change Change Define r I Establish V Support V' Environment IT Environment ( IT Environment IT Environment The methodology is divided into three phases(Define, Establish and Execute). Each of these phases is briefly described below. Define Phase The objective of the Define phase is to describe the solution to be implemented and delineate what the project will contain. The Define phase is part of the sales process and its main objectives are to provide consensus on what the solution will offer and how the project will be performed. Establish Phase The objective of the Establish phase is to deliver a solution that has been tested by the Licensee.The solution includes interfaces to internal and external systems,documents, reports, and Licensee enhancements(if any). During this phase the project team builds and refines the solution using a structured, iterative process. Project members are oriented and trained to use the software to help ensure the successful completion of the project. IT activities include installation of hardware and software as well as providing training and support for Licensee IT staff. Execute Phase The objective of the Execute phase is to prepare the solution and the Licensee for a successful go live. During this phase,training for end users is provided. The project is considered officially closed when Infor has fulfilled its contractual obligations as defined in this statement of work. At the conclusion of the project,the Infor Project Manager will transition the Licensee to Infor's support organization to ensure consistency and continuous improvement of the implemented solution. Project Database Infor will establish a project database for project issues and all project documentation, such that it is readily accessible by the project team.This Lotus Notes database will be hosted by Infor.Access to this database for City users will be via an internet browser. The database will be used to: • Enter and track issues • Manage deliverables Infor Statement of Work©2013 21 • Stores StepWise methods and tools • Facilitate team collaboration The project database is used for storing project templates, completed Project Status reports and other project documentation for reference. Implementation Methodology Requisites: 1. Project transparency and communication channels will help support the success of this Project. Infor assumes a schedule of management meetings with 1)the Licensee Project Steering Committee every month and 2)the Project's management team at least once every week. 5. Estimated Project Schedule Infor will develop a detailed Project Plan that details both Infor and Licensee's responsibilities at the start of the Hansen CDR Project. The Project Plan for Hansen CDR should be in sufficient detail to specify the conversion, training, testing, acceptance, and live operation activities. Both Infor and Licensee will agree upon a mutually agreeable Project Plan for Hansen CDR that will be submitted and approved by Licensee within thirty(30)days of the Effective Date of the Project Stage initiation. The Project Stage Project Plan will also include the criteria by which the software will be tested and accepted by Licensee. Estimated Project Schedule Additional Assumptions: 1. The estimated schedule assumes timely advice, decisions and execution by both Parties. Both Parties will make Project decisions within five(5)business days of an issue being raised to that Party. Delays by either Party can impact the Project schedule and may result in a change order. 2. Both Parties will mutually define the project change control process, approvals and associated documents in conjunction with initial project planning. 3. In order to help meet the scheduled dates for the Project, Infor and Licensee personnel may be required to perform work outside of normal business hours. Estimated Project Schedule Requisites: 1. The Project start date is dependent on Infor's and the Licensee's resource availability and a mutually agreed upon start date. 2.The Licensee has assigned a full time Project Manager who will work with the Infor Project Manager to complete Project planning at the start of the Project. 6. Project Deliverables The Project deliverables listed below("Deliverables") are included in the scope of the Project. The Party designated in the"Primary Responsible Party"column has responsibility for all elements of the "Project Deliverable Definition", except for any element which is explicitly designated in the Project Deliverable Definition column as being the responsibility of the other Party.Any Infor effort requested by the Licensee to complete the Licensee's Deliverable(s)(i.e. Licensee is designated as the"Primary Responsible Party"in the column below for the Deliverable(s))will be managed by Infor's change order process and will be in addition to the fixed fee.The Deliverable Acceptance Criteria indicates which specific Deliverable Acceptance Criteria will be used during deliverable acceptance. The list of Deliverable Acceptance Criteria is in the Project Budget section of this SOW. Deliverable Acceptance Criteria is only applicable to deliverables where Infor is the Primary Responsible Party. Infor Statement of Work©2013 22 StepWise Establish Phase Project Project Schedule Estimated Infor Project Status Infor Project Project Schedule management will Project Report Schedule Initiation be performed on a schedule in level that is this SOW appropriate for monitoring of discrete activity status and percent completion.The Project Schedule will contain all activities that are required for the Project completion. Any task monitoring tools that are utilized by Infor or by the Licensee(in addition to the Project Schedule), will have their task start and end dates matched with the Project Schedule and will be statused in conjunction with the appropriate activity in the Project Schedule. Assignment of Infor and Licensee Project team members will be at the lowest level of activity definition. Reasonable work estimates will be at the lowest level of activity definition. Project activity relationships (predecessors/ successors)will be defined. Training for Infor technical Infor Infor Learning Plan Infor Team Project Team training is delivered Environments Training/Work Learning Members- to the Licensee's Established shop Technical Project team as Deliverables defined in the Learning Scope section of this SOW. Initial Project Infor application Project Infor Learning Plan Infor Team Team training is delivered Schedule Training/Work Learning Training- to the Licensee's shop Functional Project team as Deliverables defined in the Infor Statement of Work©2013 23 Learning Scope section of this SOW. Initial Beta The installed Infor Infor Infor Prototype and Infor Initial Beta Prototype database is Environments Test Plan Configuration Prototype updated with Established Deliverables Licensee data to establish the first Licensee configuration ("Prototype") according to the scope in the Business Process Scope section of this SOW. The Prototype and Test Plan is prepared to specify the initial Licensee testing scope. Initial Beta Infor will train the Project Licensee Prototype and N/A Initial Beta Prototype Licensee's Project Schedule Test Plan Prototype Test Cases team once on how to write test cases. Define and identify Licensee data and test cases required to test the Hansen Initial Beta Prototype. Infor Consultants validate the completeness of the Licensee test cases. Run the test cases and record the test results. Initial Job Infor provides Solution Licensee Prototype and N/A Initial Beta Instructions published Hansen Training for Test Plan Prototype job instructions and Project Team user guides. Members— Initial end user Functional guides describing how to operate the Licensee business processes are tailored by the Licensee Process Owners and Key Users throughout the different Prototype versions. Beta The Prototype is Solution Infor Prototype and Hansen Final-Beta Prototype refined to complete Training for Test Plan Configuration Prototype version the Licensee's Project Team Deliverables configuration, Members— Infor Statement of Work©2013 24 including all Functional processes as listed in the Business Process Scope section of this SOW. The Prototype and Test Plan is updated to reflect the status of the Hansen Prototype. Beta Define and identify Initial Beta Licensee Prototype and N/A Final Beta Prototype additional Licensee Prototype Test Plan Prototype Test Cases data and test cases Test Cases version required to test the Hansen Beta Prototype version Infor consultants validate the completeness of the additional Licensee test cases. Run the additional test cases and record the test results. Final Beta The Final Beta Beta Licensee Prototype and Infor Final Beta Prototype Prototype version is Prototype Test Plan Configuration Prototype refined to complete version Deliverables the Licensee's Solution Prototype. Training for The Prototype and Project Team Test Plan is Members— updated to reflect Functional the status of the Hansen Prototype. Final Beta Define and identify Beta Licensee Prototype and N/A Final Beta Prototype additional Licensee Prototype Test Plan Prototype Test Cases data and test cases Test Cases required to test the version Hansen Final Beta Prototype. Infor Consultants validate the completeness of the additional Licensee test cases. Run the additional test cases and record the test results. Approved Infor leads the Final Beta Licensee Prototype N/A Acceptance Solution planning for Prototype Plan and Test Test Acceptance Test Final Beta Infor Statement of Work©2013 25 Acceptance Test Prototype performed Test Cases according to the scope defined in the Prototype and Test Plan. Approves the Prototype according to the scope defined in the Prototype and Test Plan. Test cases are completed to record results of testing. Infor will correct identified application configuration issues. Project Infor's Project Project Infor Project Status Infor Written Inclusive in Monitor and status report is Schedule Report Deliverables all Control regularly updated Milestones and distributed. The Project Schedule is regularly updated and distributed. The status of Project consumption of hours of service for Business Process and Report Development. Infor issues are managed. The Project risk register is updated to reflect responses to risk monitoring and control. Updates include: a. results of risk assessme nts and reviews b.results of corrective action taken to control risks Steering Meetings are held Project Licensee Steering N/A Inclusive in Committee to review Schedule Committee all Infor Statement of Work©2013 26 Meetings deliverable Meeting milestones approval,consider Minutes change requests and monitor Project progress. Written Project status report is presented to the Steering Committee. Infor's Project Manager will provide written status input to the Licensee's Project Manager for inclusion in the written Steering Committee status report. Infor presents the Project quality assurance review report to the Steering Committee prior to closing each phase. Steering Committee makes the decision to move forward to Execute phase. Minutes are prepared that document the decisions made during the meeting. Project Risk The Project Risk Project Infor Project Risk Infor Written Inclusive in Register Register is created Schedule Plan Deliverables all in the Establish Milestones phase. The Licensee will report risks to the Infor Project Manager for tracking. StepWise Execute Phase '�.5s .�*^-n"k' ai:. - - `c '�a"`c .'% t ?a z 7'!',41: ".1". a System Test The Licensee leads Approved Licensee System Test N/A System the planning for Solution Plan Test System Test. Infor Statement of Work©2013 27 '.t *"k `" 39'""x"` 'z r w 7---.sf —7' z t 7,--74t777:13, r., try; is 3.:. t:i a , The test is to secure the system performance before the End Users start using the system. The test is performed by the Process Owners and Key Users in a controlled IT environment with all migrated/ converted data. Performance specific test cases are defined and used to support the test. Results are recorded in the systems test cases. Infor will provide Infor Software guidance for the Licensee's system tuning activities, subject to the hours budgeted for System Technology Services in the Project Budget section of this SOW. Infor will provide Infor application guidance to the Licensee Process Owners and Key Users,subject to the hours budgeted for Implementation Approach of Implementation Services in the Project Budget section of this SOW. Finalized Job End User guides Approved Licensee Learning Plan N/A Production Instructions describing how to Solution Readiness operate the Initial Job Licensee's Instructions processes are finalized and distributed to the End Users. Solution Training to prepare System Test Licensee Learning Plan N/A Production Training for the End Users in Finalized Job Readiness End Users how to manage Instructions their res•ective 28 Infor Statement of Work©2013 i ,. _ functions in the Hansen system. Full Scale The test is Solution Licensee Full Scale N/A Full Scale Test performed in an Training for Test Plan Test operational IT End Users environment t using a operational database. This test is performed by each sr at their normal End wet orkplace in order Uo make st cse to the normal day-tas odlo ay operations as possible. Finalized job instructions are used to support the test. The uating focus the is on evalLicensee End User's to run the systeability m. After the Full-Scale Test,a formal go/no-go decision is made regarding the Go Live. Infor will provide Infor application guidance to the Licensee Process Owners and Key , ect to the hours budgeted forUsers Implementation Approach Implementation Services in the Project Budget section of this SOW. Infor IT Complete Approved Licensee Readiness N/A Production Environment technical activities all Solution Ready for Assessment Readiness related to the IT open Checklist Start-up environment before starting up the Infor Products. m the technical plete section the of the Readiness Ass ChCoecklist. Appessrove m that Infor environments are read to •o into Infor Statement of Work©2013 29 gy� xat, r.. Ya e production. Prepare and Infor prepares Full Scale Test Licensee Prepare and N/A Production Go Live readiness Plan Go Live Readiness assessment report Checklist for review by the Licensee. Infor will provide cut over planning guidance. The cut over tasks for Go Live are defined in the cut over plan and communicated clearly to the Licensee's organization. All cut over tasks in the Cut Over Plan are completed. Go Live End User support is Prepare and Infor Prepare and Infor Written Post Go- Support provided by the Go Live Plan Go Live Deliverables Live Licensee's Project Checklist Support team("First Level Support"). Infor provides application support to the Licensee's Project team ("Second Level Support")as defined in the Go Live Services Scope section of this SOW. All Infor Software issues are managed by Infor. Project Infor's Project Project Infor Project Status Infor Written Inclusive Monitor and status report is Schedule Report Deliverables in all Control regularly updated Milestones and distributed. The Project Schedule is regularly updated and distributed. Hansen issues are managed. The Project Risk Register is updated to reflect responses to risk monitoring and control. Updates include: a. Results of risk assessme 30 Infor Statement of Work©2013 - ,_• -: - '.'�'.a-' - "tip a.:.«r T "F "7 ,-.v.et .'z::;2'. ,;Fay . . `.as �..:s,: 3%i>`VC nts and reviews. b. Results of corrective action taken to control risks. Project Project evaluation Prepare and Infor Project Infor Written Inclusive Closing report is completed Go Live Closing Deliverables in all and reviewed with Meeting Milestones Licensee. Minutes The Project is formally closed and handed over to the Infor Xtreme Support organization. Project Deliverables Requisites: 1. Implementation Accelerator templates will be utilized for the Project Deliverables defined above in this Section. 2. Prerequisite Deliverables must be completed before work can begin on the applicable Project Deliverable. 3. Final Project Deliverables where Infor is Primary Responsible Party will be reviewed and approved by the Licensee within five(5)working days of publication. 4. Where Infor is the Primary Responsible Party, Licensee will provide Infor with guidance and assistance upon reasonable request by Infor 6.1 Acceptance Acceptance Procedures For purposes of acceptance of each Stage of the Project(or portions thereof),the parties intend to use the following acceptance procedure.All timeframes specified in the following procedures may be overridden by the Project Schedule. A.Written Deliverable: Infor may submit interim drafts(stamped, noted or otherwise clearly marked "Draft")of a written deliverable to Licensee for review. Licensee agrees to review and provide comments to Vendor on each interim draft within five(5)Business Days after receiving it from Infor. Licensee will have the opportunity to review the written deliverable for an acceptance period of five(5) Business Days after delivery of the final version (stamped, noted or otherwise clearly marked"Final Draft"of the written deliverable(the"Acceptance Period"). Licensee agrees to notify Infor in writing by then end of the Acceptance Period either stating that the written deliverable is accepted in the form delivered by Infor or describing in reasonable detail any substantive deficiencies from the applicable Deliverable Acceptance Criteria set forth in the Project Budget section below that must be corrected prior to acceptance of the written deliverable. If Infor does not receive any such deficiency notice from Licensee by the end of the Acceptance Period,the written deliverable will be deemed to be accepted and an approved document marked"Approved"and dated will be provided to Licensee. If Licensee delivers to Infor a timely notice of deficiencies and the items specified in the notice are deficiencies, Infor Statement of Work©2013 31 Infor will promptly correct the described deficiencies and return to Licensee for Acceptance. Licensee will not unreasonably withhold, delay or condition its approval of a final written deliverable. Licensee and Infor agree review and acceptance dates may be extended with mutual agreement of both parties. Infor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to the Licensee and date returned. B. Software Deliverable:A"Software Deliverable"means a Deliverable that is delivered to Licensee under this SOW as a result of a development activity and associated hours of effort set forth in Section 3.6 Development Scope, heading: Interfaces, Business Process and Report Management above. Acceptance testing is an iterative process designed to determine whether the Software Deliverable performs the functions described in its approved Specifications and to discover and remove material defects through repeated testing cycles. Infor will work with Licensee and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested software deliverable and to test each software deliverable(the"Acceptance Tests"or "Acceptance Testing"). 1. The"Acceptance Test Period"for each Software Deliverable will be thirty(30) Business Days unless an alternate time is mutually agreed upon between Infor and licensee. The Acceptance Test Period for each Software Deliverable will start within five(5)Business Days, unless an alternate start date is mutually agreed upon by Infor and Licensee,after the Software Deliverable is made available to Licensee for testing, and Infor has notified Licensee of such availability. lnfor will not be obligated to deliver a Software Deliverable to licensee until Licensee demonstrates the readiness of the target technical platform and environment. 2. If Licensee determines during the Acceptance Test Period that the Software Deliverable contains a material defect, Licensee will promptly send Infor a written notice reporting the alleged material defect describing it to Infor in sufficient detail reasonably necessary for Infor to recreate it. If Infor is able to replicate the alleged defect,which is a material defect from the Specifications,then Infor will modify the Software Deliverable to remove the reported material defect and will provide the modifications to Licensee for retesting. Licensee will then re-test the modified portions of the Software Deliverable promptly after receiving the modifications from lnfor. In such a case, Infor and Licensee will mutually agree upon an updated Acceptance Test Period. 2. By the end of the Acceptance Testing Period, Licensee will provide Infor with a final written list reporting any outstanding material defects(the"Punch List"). Licensee will have ten(10) Business Days after the receipt of the modifications to re-test the modified Software Deliverable to confirm that the material defects that were reported on the Punch List have been removed. If any material defects that were reported on the Punch List have not been removed, Licensee will provide Infor with written notification by the end of the retesting period reporting any such material defects. In such event,the procedures set forth in this Section 6.1.B will be repeated for the remaining material defects on the Punch List. A reported defect will not be considered a "material defect"for acceptance testing purposes if Infor is unable to replicate such defect, using Infor's commercially reasonable efforts. 3. Infor and Licensee each agrees to work diligently to achieve acceptance of Software Deliverable at the earliest possible date. E. "Final Acceptance"involves use of the component systems within the SOW in totality in production operations for a period of sixty(60)calendar days, starting with Go-Live. If after sixty(60)calendar days the solution performs without any Priority 1 Defects,the Licensee and Infor will both issue and execute a"Final Acceptance" . A Priority 1 Defect shall occur when Licensee's production system, database or component system is inoperable, a major application failure has occurred, and business processes are halted. There is no workaround available . The 60-day time frame for Final Acceptance will stop if Priority 1 Defects are found during production use and prevent further production use of the Products. The Final Acceptance process will resume on the date the Priority 1 Defect is confirmed as fixed and will continue for the remainder of the 60-day time frame. Infor will promptly address any other material defects reported to Infor during 60-day time frame, but those defects will not stop the 60 day time frame. Infor Statement of Work©2013 32 Project Organization Requisites: Review and move to general assumptions 1. Licensee will assign resources to the Project in accordance with roles mutually defined during Project initiation. The positions, considered the"Licensee Core Team", include technical resources from the Licensee's Information Technology organization, and functional resources from the appropriate Licensee business organizations. 2. Licensee resources assigned to the Project will be thoroughly knowledgeable about the current business practices in their respective areas and capable of performing their appropriate Project roles as mutually defined during Project initiation. 3. Resources will be assigned to the Project in accordance with the requirements outlined above. Any anticipated changes to the Project Organization must be communicated to the Steering Committee within five(5)working days. The Steering Committee will evaluate the impact of any core team replacement on the Project's schedule and cost. 4. Any support from other Licensee personnel and resources, or personnel and resources from third parties retained by the Licensee,will be available to the Project team as needed according to the Project Schedule(infrastructure, network,desktop support, web-based programming)when required and will not detrimentally impact the Project timeline. 7.0 Project Budget 7.1 Fees for the Fixed Fee Services Infor agrees to provide Licensee the Services in the scope of this SOW for which Infor is identified as the responsible Party("Fixed Fee Services")for a total fixed fee in the amount of $1,194,444.00,(USD)("Fixed Fee"). Fixed Fee Services shall be invoiced by Infor based upon the milestone payment schedule in Section 7.3 below. Reasonable travel, living and other out-of-pocket expenses incurred are included in the milestone payment schedule in Section 7.3.All payments are due 30 days from the invoice date. Licensee acknowledges and agrees that the Fixed Fee does not include: (i)any out of scope items not specifically identified herein, including those out of scope items listed in the "Project Exclusions" section of this SOW or otherwise any variations from the Scope of the Services to be provided. By the end of second prototype for each Project Stage, Licensee will provide Infor a prioritized list of out of scope items for evaluation. Infor will complete evaluation of the prioritized out of scope items and provide a quote of services and, if applicable, product solutions,to the Licensee. Out of scope items will be governed by the project change control process; (ii)travel time and travel and living expenses and applicable hourly overtime rates/fees applicable to"After Hours"or'Weekend Work"; (iii)any additional services or charges caused by any delays, equipment failures, data problems or otherwise any other impediments or disruptions of Infor's ability to timely and cost effectively deliver the Services,which are caused by Licensee, its employees and/or its third party agents or contractors, (iv)taxes, and/or(v)Additional Project Services Fees. Travel time and travel and living expenses will be billed and paid as otherwise set forth in this SOW,and all such additional services will be provided on a time and materials basis at fees and rates to be separately agreed upon pursuant to the party's execution of either a separate SOW or a written amendment to this SOW documenting the additional Services to be provided and the associated additional fees. 7.2 Additional Project Services If changes or additions to scope defined within this agreement arise,the Infor Project Manager or Licensee Project manager will follow the mutually defined project change request and control procedure to have the to seek authorization for Additional Project Service funds to pay for these items.Any use of these funds will be subject to joint agreement and official sign off by both project Infor Statement of Work©2013 33 managers and execution of a change order or Service Work Order. Billing for Additional Project Services will be performed outside of the milestone payment schedule in this section. Infor shall provide the Licensee the Additional Project Services on a time and materials basis at the Service Fee Rates listed below for thirty(30)months from the execution date of this SOW. Billable hours not covered under the fixed fee agreement will be invoiced in accordance with the Additional Project Services Rate Card. Reasonable travel, living and other out-of-pocket expenses incurred in providing these Services ("collectively,the"Additional Services Other Expenses")shall be invoiced by Infor as such Additional Services Other Expenses are incurred.Additional Project Services shall be invoiced by Infor monthly on a time and materials basis.Additional Services Other Expenses shall be invoiced by Infor as such Additional Services Other Expenses are incurred. Minimum time increment billed will be thirty(30) minutes. Additional Project Services Rate Card Application Consultant $208.00 Learning Consultant $208.00 Project Manager $225.00 Technical Consultant $208.00 Remote Developer $70.00 1. For on-site training, Licensee must provide, at its expense, training facilities equivalent to Infor's training facilities. 2. Licensee must pay its own travel and living expenses when attending training. Service Rates do not include travel and expense. 7.3 Payment Milestones 7.3.1 The Payment Milestone Table by Project Phase is identified in Appendix B. 7.4 Payment and Milestone Acceptance Payment Milestone Acceptance Upon completion of a Payment Milestone set forth above, Licensee shall have the right to review the Milestone provided by Infor to Licensee under this SOW, pursuant to the Implementation Accelerator approach of the StepWise methodology and the Deliverable Acceptance Criteria below. For each Payment Milestone, there is a corresponding Holdback Amount as identified in Appendix B. Upon acceptance of all previous Payment Milestones within the Project, Infor will issue an invoice for the Holdback Amount for the Project. Acceptance of a Payment Milestone constitutes authorization for payment of the applicable Payment Milestone Amount. Infor will present the Licensee with an invoice for a Payment Milestone Amount upon acceptance of that Payment Milestone for which payment is due within thirty(30)days of the invoice date. Should a Payment Milestone not be completed in accordance with the Payment Milestone Table due to delay or fault of both Parties,or due to a force majeure event,the Licensee Project Manager and Infor Project Manager will(1)create a mutually acceptable plan to help get the Project on schedule, and (2)extend the Payment Milestone schedule by an appropriate time period to Infor Statement of Work©2013 34 account for the delay. In the event that completion of a Payment Milestone or an Infor Deliverable is delayed or terminated due to Licensee caused issues, Licensee shall pay Infor for the Services provided by Infor for that Payment Milestone or Infor Deliverable upon request by Infor. Deliverable Acceptance Criteria Project Schedule • The project schedule will contain all the activities required to complete the project • Reasonable work estimates will be used at the lowest level of activities defined. • Activity dependencies will be established(predecessors/successors). • Infor and Licensee resources will be assigned at the lowest level of activities defined. Infor Written • The requirements of the Infor Deliverable are met as stated in the completion Deliverables criteria in Section 6.1.b of the SOW. • The Infor Deliverable complies with the Infor format using the Infor standard templates. • The Infor Deliverable is consistent with other Infor Deliverables already approved. • The Infor Deliverable meets the general review criteria(e.g.,pages numbered, free of formatting and spelling errors,clearly written,no incomplete sections, etc.). • Procedures/documentation for the Infor Deliverables comply with the technical/business system design. InforTechnical • Technical designs and all related Infor Deliverables are in compliance with the Deliverables Functional Design Specification. • All Development meets the Technical Design Specifications,is complete and is free of material errors. Infor Training/workshop • Licensee participant surveys are completed and retumed by class/workshop Deliverables participants. • A follow-up plan based upon participant feedback is created by the Infor and Licensee Project Managers and submitted to Infor and the Licensee's Steering Committee for approval. • Completed installation exit document approved by Licensee. Infor Installation Deliverables Infor Testing • Prototype Tests have been executed per the Prototype and Test Plan in compliance with Deliverables the StepWise methodology and processes. • Test results have been documented for all tested functionality. • Test results are free of Critical or High priority errors. Infor Configuration • System configuration is complete per the application configuration documentation. Deliverables 8.0 Project Quality Testing There are four defined Implementation Accelerator Approach for StepWise test activities during the Project: (1)prototype tests; (2)acceptance test(s),which are part of the Approved Solution deliverable in the Establish phase; (3)System Test(s)and(4)Full Scale Test(s),which are deliverables in the Execute phase(each a"Implementation Accelerator Test"). Test Guidelines Infor Statement of Work©2013 35 The following test guidelines apply to all Implementation Accelerator Tests: • The Licensee Project Manager and Infor Project Manager work together with the Process Owners and IT Responsible to plan the Implementation Accelerator Test activities. • Test plan, logistics,and procedures are distributed to Project team members. • The IT environment is prepared and validated prior to start of each Implementation Accelerator Test. • Written test cases are distributed to designated testers together with applicable job instructions prior to start of each Implementation Accelerator test. • A test coordinator is assigned to organize the Implementation Accelerator test and verify that procedures are properly followed. • Licensee senior management ensures that the priority of testing is high. • Issues identified during the Implementation Accelerator Tests are classified according to the categories below and registered in the Implementation Accelerator Stepwise Project database. o Critical: Functionality for time-critical major business process not available. No acceptable alternative method exists. o High: Functionality for major business process not available. Not a time-critical case or an acceptable alternative method exists. o Medium: Normal case processing o Low: Cases allowing for longer-term resolution • Implementation Accelerator Tests are passed if no Critical issues are found("Passed"). If the Implementation Accelerator test is not Passed, Infor and the Licensee shall jointly agree on an action plan to take corrective measures and implement a test of the functions in question. If the Implementation Accelerator test is Passed but High or Medium issues are registered, Infor and the Licensee shall jointly agree on an action plan to take corrective measures. • Implementation Accelerator Test evaluation is conducted upon completion of each Implementation Accelerator test activity. Results of Implementation Accelerator tests are reported to the Steering Committee. Implementation Accelerator Approach for StepWise Prototype Test The following test guidelines apply to the Implementation Accelerator Prototype Test activity: • The scope of Implementation Accelerator Prototype Test is validation of the configured business processes listed in the Business Process Scope section of this SOW. • Licensee data used for Implementation Accelerator Prototype Tests is a subset of key Licensee data either pre-populated or manually entered. • Licensee Key Users execute the tests and record results in the test cases. • Licensee Process Owners validate the Implementation Accelerator Prototype Test results. • Implementation Accelerator Prototype Test results are recorded in the Prototype and Test Plan. Implementation Accelerator Approach for StepWise Acceptance Test The following test guidelines apply to the Implementation Accelerator acceptance test activity: • The scope of Implementation Acceptance Test is validation and approval of the configured solution defined in the Project Scope section of this SOW, including all in scope Development identified in this SOW. • Licensee data used for Implementation Accelerator Acceptance Test is migrated/converted from the Licensee's legacy system. Infor Statement of Work©2013 36 • Licensee Key Users execute the Implementation Accelerator Acceptance Test and record results in the test cases. • Licensee Process Owners validate the Implementation Accelerator Acceptance Test results. • Implementation Acceptance Test results are recorded in the Prototype and Test Plan. Implementation Accelerator Approach for StepWise System Test The following test guidelines apply to the Implementation Accelerator System Test activity: • The scope of Implementation Accelerator System Tests is validation of the Licensee's IT environment performance defined in the System Technology Scope section of this SOW. • Licensee data used for Implementation Accelerator System Tests is migrated/converted from the Licensee's legacy system. • Licensee Key Users execute the Implementation Accelerator System Test and record results in the test cases. • Licensee Process Owners validate the Implementation Accelerator System Test results. • Implementation Accelerator System Test results are recorded in the System Test Plan. Implementation Accelerator Approach for Stepwise Full Scale Test The following test guidelines apply to the Implementation Accelerator Full Scale Test activity. • The scope of Implementation Accelerator Full Scale Test is validation of the Licensee's organization readiness to Go Live. • Licensee data used for Implementation Accelerator Full Scale Test is migrated/converted from the Licensee's legacy system. • Licensee End Users execute the Implementation Accelerator Full Scale Test and record results in the test cases. • Licensee Process Owners and Key Users validate the Implementation Accelerator Full Scale Test results. • Test results are recorded in the Full Scale Test Plan. Project Quality Strategy Requisites: 1.Written test cases are prepared in advance of the test. 2.Test results are recorded in test cases during testing activities. 3.The Licensee is responsible for testing dependence on third party resources and software which has not been supplied by Infor. 4.The Licensee is responsible for all issues caused by any third party resources and software which has not been supplied by Infor. 5. Infor will validate the Infor configuration prior to each test. The Licensee database must be available for Infor validation no less than five(5)working days prior to the commencement of each test. Infor Statement of Work©2013 37 9. Commercial Terms Any delays or changes caused by Licensee, Licensee's employees, equipment, contractors or vendors may require an extension in the estimated Project schedule and/or may cause an increase in the estimated Service hours or estimated fees described in this SOW, including without limitation delays or changes due to the following: (a)a material change to or deficiency in the information which the Licensee has supplied to Infor; (b)a failure by the Licensee or vendors to perform any of their respective responsibilities under this SOW; (c)an unanticipated event that materially changes the service needs or requirements of the Licensee; (d)circumstances beyond the reasonable control of either Infor or Licensee,acts of God or other force majeure event; or(e)a change in law. If Licensee requires that any person render Services at Licensee's site for more than 12 consecutive months: (a) Internal Revenue Code(IRC)§162 will classify all of that person's Services as an indefinite work assignment("IWA"), (b) beginning with the thirteenth consecutive month of work at the Licensee's site, all of that person's reimbursed business expenses, including travel, lodging, meals and car rental, must be treated as taxable personal income to that person under IRC §162, (c) Infor will include these reimbursed expenses in the person's taxable compensation, and will increase that person's compensation to cover those taxes and the personal income and withholding taxes on that increase and (d)Licensee shall reimburse Infor for the entire amount of that increase. 10. General Project Requisites The following general Project requisites apply during this Project: 1. Infor will have remote access to the Licensee network and systems as necessary to support the activities within the Project plan. 2. All Infor and Licensee Project team members will utilize an Infor Project StepWise database provided by Infor to register Project issues and store Project Deliverables. 3. The Licensee will provide appropriate office facilities to all full-time and part-time team members assigned to the Project team as may be required from time to time. This includes, but is not limited to, office space,work desks, networked computers, Microsoft Office productivity tools, team meeting rooms, networked printers, photocopier,telephones, stationery,whiteboards, internet, and VPN connection and other required resources in order to facilitate the effectiveness of the Project team. 4. Infor's personnel will have access to the office facilities at all times, as dictated by Licensee's reasonable security restrictions. 5. Infor and Licensee agree that both parties shall have the right to request removal any Licensee or Infor Project staff member engaged in improper conduct. Both parties will use commercially reasonable efforts to replace personnel removed from the project, but cannot make any guarantee on timing if personnel are removed at the request of the other party. Both Infor and Licensee will provide written notification of any key project resource changes. 6. Licensee will remain current on all available Maintenance throughout the duration of the Project. 7. The Licensee has participated in the Infor Administration and Security training as identified in the Learning Scope Section of this SOW. 8. Infor will be granted appropriate access to the system to be able to support the Licensee's solution. 11. Closing Definition The Project described in this SOW will be closed (the "Closing Date") upon completion of the earlier of the following conditions: (1)the first Steering Committee meeting after the Final Go Live Date,which will be held within 45 days of the Final Go Live Date, provided that all of the following conditions are met in Section 1(a)— 1(c)below: Infor Statement of Work©2013 38 a. Support, Delivery and the Licensee have completed a meeting to introduce the Licensee to the Infor Xtreme Support team and to the procedures required to access and receive paid Maintenance, b. There are no open Critical Issues(as defined below)assigned to Infor,and c. The Final Acceptance criteria for the Project has been met, or (2) If the Steering Committee does not meet within 45 days of the Final Go Live Date and the conditions in 1a, 1b and 1c above are met, the Project is deemed to be closed, unless both Parties agree in writing to extend the Closing Date, or (3)If the conditions in 1 a, 1 b and 1 c above are met and the Licensee Steering Committee agrees in writing to deem the Project to be closed immediately A"Critical Issue"is a condition where Infor Software functionality for a time-critical major business process in the scope of this SOW is not available for use and no acceptable alternative method to complete the business process exists for the Licensee. The"Final Go Live Date" means the first date when all in-scope Infor applications within the Project of the Implementation Strategy(subject to approved change orders)are available to process a Licensee transaction for production purposes. Approval: The undersigned hereby approve this Statement of Work and acknowledge that it supersedes any previous versions. For: Info (US),Inc. For: Authorized Signature) .7171.!"'s=7"- *. Patricia Elias v�ry 8 c-( l V 01 \, (Printed Name) (Printed Name) IVV��� Associate General Counsel t k (Title) (Title) �1 November 20, 2013 t 7j K (Date) (Date) Infor Statement of Work©2013 39 Appendix A: Infor Hansen Mobile Services Following are details of Infor's Hansen Mobile Service details outlining the scope of services and assumptions for this implementation: HMS-Specific Project Analysis and Design 2 HMS-Specific Project Management 5 Mobile Server to Hansen DB Connect/Config 5 Mobile Field Software Base Configuration 5 Testing and Customer Test Support 2 GIS Integration- ESRI ArcGIS Server Integration 2 Onsite Installation 1 Onsite Training—Admin/Test Group 2 Onsite Training—Users/Trainers 4 Additional Field Software Customization 5 Total Estimated Days 33 Days Hansen Mobile Services Assumptions: Pending an onsite needs analysis and further knowledge of Corpus Christi daily business processes, additional days of professional services may be desired to configure the HMS for CDR solution. Infor Statement of Work©2013 40 Appendix B: Payment Milestone Table CDR(Plan,Permit,Business License,Code Enforcement) Establish Phase M-1 Milestone-Project initialization: 11/11/2013 $179,166.60 $17,916.66 $161,249.94 M-2 Milestone-Install the in-scope Products In Project environment.: $0.00 $0.00 $0.00 M-3 Milestone-Project Team Learning: 12/13/2013 $107,499.96 $10,750.00 $96,749.96 M-4 Milestone-Initial Beta Prototype: 2/21/2014 $119,444.40 $11,944.44 $107,499.96 M-5 Milestone-Final Prototype: 4/30/2014 $179,166.60 $17,916.66 $161,249.94 M-6 Milestone-Acceptance Test 6/13/2014 $155,277.72 $15,527.77 $139,749.95 Execute Phase $0.00 $0.00 $0.00 M-7 Milestone-System Test 7/18/2014 $179,166.60 $17,916.66 $161,249.94 M-8 Milestone-Full Scale Test: 8/29/2014 $119,444.40 $11,944.44 $107,499.96 M-9 Milestone-Production Readiness 10/13/2014 $59,722.20 $5,972.22 $53,749.98 M-10 Milestone-Complete PostGo-Live Support: 11/7/2014 $95,555.52 $9,555.55 $85,999.97 M-11 Milestone-Close Project: 1/30/2015 $0.00 $119,444.40 Total Payment Milestone Amount $1,194,444.00 $119,444.40 $1,194,444.00 Infor Statement of Work©2013 41 infor EXHIBIT 17: CHANGE ORDER CHANGE ORDER INTRODUCTION This Change Order document("Change Order") is subject to all terms and conditions of the Master Contract and Exhibit 5, the Software Services Agreement, and as it relates to hosting services, Exhibit 6 to the Master Contract, the Hosting Services Agreement between Infor(US), Inc. ("Infor")and the City of Corpus Christi, TX("Licensee"or"City")(collectively, the"Services Agreement").)and constitutes a change to the Services Work Order identified below by Work Order Number("Work Order"). All terms of the Services Agreement and Work Order are incorporated herein by reference. Capitalized terms not defined in this Change Order are defined in the Services Agreement or Work Order. In the event of a conflict, the terms of this Change Order control over the terms of the Services Agreement and Work Order. 1.0 CHANGE ORDER Licensee(customer) City of Corpus Christi Project Name Annual Hosting and Application Management Services Project Number Project Manager Project Phase Product(s) Hansen CDR Enterprise Suite and CDR Citizen Dynamic Portal Work Order Number 0001 Change Number 0001 Issue Number 0001 Description Additional hosting and application managed services to support Hansen 8 CDR application Requestor Michael Armstrong Identified Date Prepared By Todd Stonestrom Change Status Log Date Initial identification/assessment Approved for detailed impact analysis(optional) Pending Approval Final Approval Approved Denied Updated project and budget plans 1.1 Preliminary identification and assessment Describe the change in detail Provide Application Management Services and Hosting Services for Hansen 8 CDR Application. Reason for the change Purchase and implementation of Hansen 8 CDR application for Planning, Permitting,Business License, Code Enforcement. High level impact assessment Customer request to add new Infor application. Implementation and support services will be scheduled and planned appropriately with Corpus Christi and Infor Hosting and AMS Services. No issues or impact expected. 1.2 Approval for detailed impact analysis (optional) Reviewer Review Date 1.3 Detailed impact analysis Impact on project plan(including estimated timelines) 2 in f o r Change Order(Americas PMO-v5b, Nov. 2012) Target date(for implementation) November,2013 Impact on resource requirements N/A Additional risk N/A Impact on project cost The Initial term of the Hosting Services Annual Work Order and Hosting Agreement is 12 months with a signature date of May 15th,2013. This change order will increase the monthly fees by$500 dollars for a new total monthly recurring fee of$44,500. New Service Fee Schedule Hosting and Managed Services One Time Fees Monthly Recurring Fees Annual Fees Current Hosting and Managed NA $ 44,000 $ 528,000 Services under the Hosting Serivces Annual Work Order Addition of Hansen CDR Enterprise NA $ 500 $ 6,000 Suite and CDR Citizen Dynamic Portal under this Change Order Total Fees NA $ 44,500 $ 534,000 The services and fees listed above are being provided on a fixed fee basis. Where a substantial variation from this Change Order is foreseen, both parties must agree in writing to the additional work and document the change in a Change Order. Invoicing and payment shall be in accordance with the terms of the Work Order and Agreement 3 in Fo r Change Order(Americas PMO-v5b, Nov. 2012) Other Projects Affected None Who needs to be notified of the change Corpus Christi and Infor Hosting/AMS Comments None 2.0 CHANGE APPROVAL / PAYMENT By signing below, Licensee authorizes Infor to proceed with the work set forth in this Change Order and bill Licensee per the payment terms set forth in the original Work Order for any additional Services fees. Please return a signed copy of this Change Order to Infor PSO. THE PARTIES have executed this Change Order through the signatures of their respective authorized representatives. Infor(US), Inc.: LICENSEE: Cit of Col..us Christ' X Signatu : Signat g642`-' �• , Printed Name:Patricia Elias Printd Name:/ r Title:Associate General Counsel Title: `utypctproL Address:380 St. Peter Street Address: 1 Address:St. Paul, MN 55102 Address: 6vc) us Nhs_h Signature Date: Signature Date: 4 in f o r Change Order(Americas PMO-v5b, Nov. 2012)