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HomeMy WebLinkAboutIT18-308 - Original - Rimini Street, Inc. - Master Service Agreement, SOW #1: JDE Support Services, and SOW #2: Oracle Database Support Services - 08/03/2018 ANT Records Management Document ' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. ® Blue/Motion Sheet Attached ® Pink Sheet Attached Vendor Name: Rimini Street, Inc Vendor Number (]DE): 1795532 Contract Number (City Clerk): Category: Contract Agreement Sub-Category (if applicable " Choose an item. n _ r s 'TVA' S� G f' t project Name: � — Contract Execution Date: 08/03/18 Termination Date: J Contract Manager: Somen Palit Department: IT Iea;C Y), Contract Amount: C,, tl t Mtc. dt tic �,,< Srl�� &ST_ Approval Authority: ❑ Director ❑ Mayor Z City Council Other Details: ru lee( � r U"I'tom. ' 41IN, Jd" _,Jlo 1 �Zt hu . Master Services Agreement This Master Services Agreement ("Agreement") is made by and between Rimini Street, Inc. ("Rimini Street"), a Delaware corporation having a principal place of business at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, and the City of Kent, Washington ("Client"), having a principal place of business at 420 Fourth Avenue South, Kent, Washington 98032. Rimini Street and Client shall each individually be referred to as a "Party" and jointly referred to as the "Parties." This Agreement is effective as of the date of the last signature of the Parties below ("Effective Date"). The Parties agree as follows: 1. Services Rimini Street shall provide Client with the services described in each Statement of Work ("SOW") issued under this Agreement (the "Services"). This Agreement shall govern all Services during the term of this Agreement and is subject to the maximum budget authorized by the Client's legislative body for all Services, as set forth in the applicable SOWS. The maximum budget amount is not a guarantee that such amount will be paid to Rimini Street. A formal amendment to such SOW is required to exceed the maximum budget amount authorized therein for the Services. 2. Term The term of this Agreement shall be for a period not to exceed five (5) years from the Effective Date, with an option, at the City's sole discretion,to renew for an additional five(5) year term. This Agreement shall terminate automatically upon either the expiration of this Agreement's term or upon the expiration or termination of the last effective SOW executed under this Agreement, whichever event occurs first, unless terminated earlier for cause. No SOW signed may exceed the term of this Agreement. 3. Termination Support services provided by Rimini Street under any SOW will be billed and paid in advance on an annual basis in accordance with the Payment Schedule set forth in the applicable SOW. Client may terminate Services under any SOW at the end of any annual support period with no less than ninety(90) calendar days written notice prior to the start date of any subsequent annual support period year if the Client's legislative body fails to appropriate or obtain fiscal funding necessary to pay for Rimini Street's Services under such SOW, provided that all fees, taxes, duties, and expense reimbursements due under the SOW for the annual support service term provided by Rimini Street prior to termination were paid by Client on or before the actual date of termination. If the Client's legislative body fails to appropriate or obtain fiscal funding and the applicable SOW's next annual support period year is set to renew in less than ninety(90)days from the date of the legislative body's action,the City may terminate Services under that SOW with less than ninety(90)days' notice, so long as that notice is reasonable under the circumstances and occurs prior to the start date of next annual support period year. At any time a Party may terminate any SOW issued pursuant to this Agreement for cause if(a)the other Party has breached any material term or condition of that SOW or this Agreement and (b) such breach is not cured within thirty (30) days after written notice of breach to the breaching Party. If Client exercises a valid termination for cause pursuant to this section, Client shall be entitled to a pro-rated refund for any prepaid Services not received after the effective date of the termination, calculated using a daily proration and measured from the effective date of the termination through the end of the prepaid period. 4. Confidentiality A. Confidential Information. During the course of the Parties' relationship, a Party may have access to the other Party's Confidential Information. The term "Confidential Information" shall mean any information, technical data, or know-how, including, without limitation, information which relates to products, services, customers, personnel, markets, research, intellectual property, inventions, processes, designs, marketing, future business strategies, trade secrets, finances, and other nonpublic information of the disclosing Party. B. Non-Confidential Information. Confidential Information does not include information that the receiving Party can establish by legally sufficient evidence: (i) was in the possession of, or rightfully known by, the receiving Party without a confidentiality obligation prior to its disclosure by the disclosing Party; (ii) is, or becomes, generally known to the Page 1 of 12 Rimini Street, Inc.Proprietary&Confidential I public without breach of this Agreement, (iii) is obtained by the receiving Party in good faith from a third party without any communicated confidentiality obligation; (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (v) is authorized in writing by the disclosing Party to be released from the confidentiality obligations of this Agreement. C. Non-Disclosure. The receiving Party shall use the disclosing Party's Confidential Information only for purposes of this Agreement and applicable SOWs under this Agreement, and shall not disclose it to any person or entity other than its or its affiliates' employees, directors, contractors, consultants, service providers, counsel or agents who have a reasonable need to know such information and who are bound by at least equivalent obligations of confidentiality and non- disclosure as those under this Agreement(such recipients being"Authorized Recipients'). The receiving Party is responsible for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of this Agreement. The receiving Party will use the same standard of care to protect the disclosing Party's Confidential Information as it uses to protect its own similar confidential and proprietary information, but no less than reasonable care. Notwithstanding the non-disclosure requirements of this section, Client authorizes Rimini Street to refer to Client as a customer and use Client's name and logo in such references. Each Party agrees that damages may not be adequate to protect the other Party in the event of an actual or threatened breach of the confidentiality and nondisclosure obligations of this Agreement, and that either Party may take equitable action, including seeking injunctive relief, to enforce such obligations. The confidentiality and non-disclosure obligations under this Agreement shall survive expiration or termination of the last effective SOW issued under this Agreement by two (2)years. D. Legal Disclosure. If it becomes necessary for the receiving Party to disclose any Confidential Information to enforce this Agreement or comply with a judicial or administrative proceeding (or equivalent process), or federal or state disclosure laws, the receiving Party will make a commercially reasonable best effort, to the extent legally permitted and reasonable, provide the disclosing Party with prompt written notice so the disclosing Party may, at the disclosing Party's expense, seek a protective order or other appropriate remedy to protect such information. If such protective order or other remedy is not obtained by the disclosing Party within the time period reasonably required by the receiving Party,the receiving Party will not be in breach of this Agreement by furnishing such Confidential Information as required. If the City failed to give notice as required by this section, but it is determined that the City acted in good faith (by the court or legal decision-maker in the event of alternative dispute resolution), such failure shall not be a violation of this Agreement. 5. Effective Performance of Services Rimini Street shall perform the Services in a timely manner in accordance with each applicable SOW using qualified personnel. Client shall provide a primary point of contact for each SOW who,shall be Client's authorized representative to work with Rimini Street regarding the Services. Client shall provide qualified personnel capable of: (i) making necessary and timely decisions on behalf of Client; (if) implementing Rimini Street's advice and recommendations; (iii) facilitating the testing of any deliverables provided by Rimini Street or the original software vendor; and (iv) and customizing, installing, and configuring deliverables provided by Rimini Street or the original software vendor. Client shall provide all information reasonably required for Rimini Street to perform the Services and shall use its best efforts to ensure that such information is accurate in all material respects. Upon execution of this Agreement, Client shall timely provide Rimini Street with remote access for performance of the Services, without requiring Rimini Street to comply with additional contractual or policy requirements not already contained in this Agreement or the applicable SOW. Client agrees that Rimini Street's ability to perform the Services is materially dependent on Client's timely performance of its own obligations as described herein. Except as otherwise specified in an SOW, the Parties agree that all Services will be rendered in the English language only. In the event the Parties agree for Rimini Street to provide any Services onsite from Client premises, Client shall provide access to Client's location(s) as reasonably requested by Rimini Street for effective performance of Services, as well as reasonable equipment, office support, and a suitable environment for Rimini Street representatives to conduct work and meet with Client personnel as necessary. If Client requests that any Services be performed at a location other than Rimini Street's own locations, Rimini Street will seek pre-approval from Client before incurring any reasonable travel and living expenses, for which Client agrees to reimburse Rimini Street within twenty(20)days after Rimini Street provides Client with reasonable and appropriate expense documentation. 6. Work Product Any expression of Rimini Street's findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know- how, designs, and other technical information, together with any programs, enhancements, source and object code that are not derivative works of Client or Client's licensor(s) shall be deemed Rimini Street work product ("Rimini Street Work Product"). Rimini Street Work Product shall not include any intellectual property owned by Client or a third party unless Page 2 of 12 Rimini Street,Inc,.Proprietary&Confidential Rimini Street or Client has procured proper permission for the inclusion of such third party intellectual property. Subject to [ the foregoing, as between Rimini Street and the Client, all intellectual property rights related to Rimini Street, Rimini Street Work Product, or the Services, in whole or in part, are and shall remain the exclusive property of Rimini Street. Rimini Street hereby grants to Client a perpetual,worldwide, irrevocable(except for cause due to breach or license misuse), royalty-free, and nonexclusive license to use the Rimini Street Work Product that is incorporated into the Services, in accordance with the terms of this Agreement, for Client's internal business purposes. Client is not licensed to sell, sublicense, distribute, rent, lease, transfer, share, or assign the Rimini Street Work Product to any other person, entity, affiliate, beneficiary,or contractor, regardless of their relationship to Client, except as expressly permitted by this Agreement. To the extent Client acquires any rights in the Rimini Street Work Product by operation of law despite the terms of this Agreement, Client hereby assigns those rights to Rimini Street and agrees to take such further actions as Rimini Street may reasonably request to give effect to this section. 7. Use by Client's Agents and Affiliates Client may permit its Authorized Recipients to access or use the Rimini Street Work Product for the sole purpose of supporting Client's own use as permitted under this Agreement, provided that Client shall be liable to Rimini Street for any access or use of the Rimini Street Work Product by Client's Authorized Recipients that violates this Agreement. In addition, the Rimini Street Work Product licensed to Client, and the Services provided to Client, under this Agreement may be used by, and for the benefit of, Client's Affiliates (as defined below) to the same extent Client is allowed to use and benefit from such Services, provided that: (i) each such Affiliate has the right to use the Covered Products set forth in Schedule A of each applicable SOW pursuant to Client's original vendor license agreement(s) for such Covered Products; (ii) such Affiliates' use of, or benefit from, the Rimini Street Work Product and Services shall be subject to all applicable terms, conditions and limitations of this Agreement and each applicable SOW, (iii)Client, as the signatory to this Agreement, shall be responsible for such Affiliates' compliance with the terms, conditions and limitations of this Agreement, and shall indemnify, defend and hold harmless Rimini Street for any and all claims, damages, liability and expenses, including attorneys'fees and costs, sought by any such Affiliate that exceeds Rimini Street's agreed upon liability or obligations under this Agreement; and (iv) such Affiliates' use of the Rimini Street Work Product and Services is restricted solely to use with Client's Covered Products as set forth in any Schedule A of each applicable SOW. "Affiliates" means any corporate entity that, directly or indirectly, controls or is controlled by, or is under common control with, Client. 8. Indemnity Rimini Street shall indemnify, defend or, at its sole option (subject to the restrictions set forth below), settle, and hold Client, its officers, officials, employees, and agents harmless against any third party claims, including all legal costs and attorney fees,that the Rimini Street Work Product or Services delivered to Client pursuant to this Agreement infringe any third party intellectual property rights, except to the extent: (i) the alleged infringement is based on information, software or other material (other than the Covered Products under the applicable SOW) not furnished by Rimini Street, or is the result of a modification made by anyone other than Rimini Street; (ii) such claim would have been avoided but for the combination or use of the Rimini Street Work Product, the Services, or any portion thereof, with other products, processes or materials (other than the Covered Products under the applicable SOW) where the alleged infringement relates to such combination, (iii) Client uses the Rimini Street Work Product or Services in a manner that is inconsistent with, or contrary to, this Agreement or any applicable license agreement between Client and a third party; or (iv) Client continues any allegedly infringing activity after being provided with modifications that would have avoided such alleged infringement. In the event of a claim, Client shall provide Rimini Street with prompt written notice, as well as information and reasonable assistance, and the sole authority to defend or settle such claim. In addition to providing any indemnification owed to Client, Rimini Street may, in its reasonable judgment, and at its option and expense, obtain for Client the right to continue using the Rimini Street Work Product or Services, replace or modify the Rimini Street Work Product or Services to render such Rimini Street Work Product or Services non-infringing, or terminate the right to use the Rimini Street Work Product in question and make all reasonable efforts to provide Client with a non-infringing replacement with equivalent functionality at no additional cost to Client. Client shall have the right, at its option,to participate in the settlement or defense of the claim,with its own counsel and at its own expense, unless Client requires its own counsel due to any legal conflict of interest that cannot be waived. In such event, Rimini Street will pay for those attorney fees and costs, but Rimini Street will have the exclusive authority and control of settlement. Rimini Street shall not enter into any settlement that imposes any legal liability or financial obligation on Client without Client's prior written consent. THIS SECTION STATES THE ENTIRE LIABILITY AND EXCLUSIVE OBLIGATIONS OF RIMINI STREET WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THE RIMINI STREET WORK PRODUCT OR THE SERVICES. Page 3 of 12 Rimini Street,Inc.Proprietary&Confidential 9. Limited Warranty Each Party warrants that it has full legal authority to enter into this Agreement and perform its obligations hereunder, and i that no third party rights or permissions are required in order for it to do so. Client warrants that the entity entering into any SOW with Rimini Street under this Agreement is the valid license holder for the licensed software to which Rimini Street's Services relate. Rimini Street warrants that the Services will be performed consistent with generally accepted industry standards and that the provision of Rimini Street's Services hereunder, its business practices, and its business model comply with all federal and state laws. Client must provide written notice to Rimini Street within ninety (90) days of the completion of Services alleged to have been performed inconsistent with this warranty. Client's sole remedy and Rimini Street's sole obligation in the event of a breach of this warranty is, at Rimini Street's option, to re-perform the Services or refund the amounts paid by Client for the Services that were not as warranted. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR USE. 10. Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT, WITH RESPECT TO ANY INFRINGEMENT CLAIM FOR WHICH RIMINI STREET HAS AN OBLIGATION TO INDEMNIFY CLIENT UNDER SECTION 8 OF THIS AGREEMENT,ANY FINAL DAMAGES AWARDED AGAINST CLIENT SHALL BE CONSIDERED DIRECT DAMAGES AS BETWEEN RIMINI STREET AND CLIENT FOR PURPOSES OF THIS SECTION 10, REGARDLESS OF THE NON-DIRECT NATURE OF ANY SUCH DAMAGES AWARDED AGAINST CLIENT IN THE INDEMNIFIED CLAIM. EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NONPROVISION OF SERVICES PURSUANT TO ANY SOW (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE GREATER OF $ 1,000,000.00 USD OR THREE (3) TIMES THE AMOUNT OF FEES RECEIVED BY RIMINI STREET FROM CLIENT PURSUANT TO THE APPLICABLE SOW FOR THE SUPPORT PERIOD YEAR IN WHICH THE ALLEGED LIABILITY AROSE. THE PARTIES EXPRESSLY AGREE TO THIS ALLOCATION OF LIABILITY. 11. Payment for Services Client shall make payments to Rimini Street in accordance with the payment schedule set forth in the applicable SOW, together with any applicable sales, use, value-added tax (VAT), or any other taxes applicable to the Services, however designated, other than those based on Rimini Street's net income ("Payments"). Fees listed in any SOW are exclusive of any value-added tax (VAT) or other applicable taxes or duties. All past-due amounts not subject to a good faith dispute shall bear interest at the lesser of one and one-half percent (1.5%) per month or the highest interest rate allowable under applicable law. Except as otherwise expressly provided, Payments made by Client are non-refundable and shall be made without set-off or counter-claim. If any invoiced Payments are more than fifteen (15) days past due (beyond the due date already provided under the payment schedule of the applicable SOW), Rimini Street, in its sole discretion and not in lieu of any other remedy, may cease providing Services until such time as Rimini Street has received payment from Client for all invoiced and past-due Payments. If Rimini Street determines that any applicable tax or duty should be included in the invoice and Client requests that such tax or duty not be included, Client shall provide a tax exemption letter or its functional equivalent in a form reasonably acceptable to Rimini Street prior to invoicing or, if such letter is not provided priorto invoicing, pay such tax or duty and seek a refund from the relevant taxing authority on Client's own behalf at a later date. 12. Amendments All amendments to this Agreement or any SOW must be in writing and executed by authorized representatives of each Party. No purchase order or other ordering document that purports to modify or supplement the terms of this Agreement or any SOW shall be of any legal effect, and all such proposed modifications or supplements are objected to and deemed material. In the event of a conflict in terms between any contract document and one or more of its amendments, the order of precedence shall be from the most recently properly executed amendment backward to the original contract document. 13. Notice Page 4 of 12 Rimini Street,Inc.Proprietary&Confidential All notices shall be in writing and sent by United States mail with return receipt, registered mail, overnight mail, or well- known courier service, delivered to the addresses indicated below (or such other address as either Party may provide in writing to the other Party at least ten (10) business days prior to the date of any notice provided hereunder), unless otherwise expressly provided in this Agreement. Notices shall be deemed to have been provided as required by this Section on the date of delivery as shown on the receipt evidencing delivery of the notice. For Rimini Street: Rimini Street, Inc. Attn: Legal Department 3993 Howard Hughes Parkway Suite 500 Las Vegas, Nevada 89169 For Client: City of Kent Attn: Legal Department 420 Fourth Avenue South Kent, Washington 98032 14. Force Majeure Each Party's failure to perform in a timely manner shall be excused to the extent caused by conditions beyond the reasonable control of the affected Party and which could not have been avoided by reasonable diligence. Such conditions may include but are not limited to natural disaster, fire, accidents, actions or decrees of governmental bodies, Internet or other communication line failure not the fault of the affected Party, strikes, acts of God, wars (declared and undeclared), acts of terrorism, riots, embargoes, and civil insurrection, but shall not include a lack of funds or insufficiency of resources caused by lack of funds. The Party affected shall immediately give notice to the other Party of such delay and shall resume timely performance as soon as such condition is terminated. If the period of force majeure exceeds thirty(30) days from the receipt of notice,the non-affected Party may terminate this Agreement without being in breach of this Agreement, and Client shall be entitled to a pro-rated refund for any prepaid Services not received after the effective date of the termination, calculated using a daily proration and measured from the effective date of the termination through the end of the prepaid period. 15. Independent Contractor Status Rimini Street performs its obligations pursuant to this Agreement as an independent contractor, not as an employee of Client. Nothing in this Agreement is intended to create or be construed as the existence of a partnership, joint venture, or general agency relationship between the Parties. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the Parties make the following representations: A. Rimini Street has the ability to control and direct the performance and details of its work, Client being interested only in the results obtained under this Agreement. B. Rimini Street maintains and pays for its own place of business from which Rimini Street's Services under this Agreement may be performed. C. Rimini Street has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before Client retained Rimini Street's Services, or Rimini Street is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. Rimini Street is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. Rimini Street maintains a set of books dedicated to the expenses and earnings of its business. Page 5 of 12 Rimini Street,Inc.Proprietary&Confidential 16. Legal Interpretation No provision of this Agreement shall be construed against either Party by virtue of the fact of having drafted such provision. Each Party represents that it had a sufficient opportunity to consult with legal counsel and to fully consider and negotiate the provisions of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, its invalidity shall not affect the remainder of the Agreement, and to the maximum extent possible, such provision shall be interpreted to give effect to the original intent of the Parties while meeting the minimum requirements for validity, legality, and enforceability. The failure by a Party to exercise any right hereunder shall not operate as a waiver of such Party's right to exercise such right or any other right in the future. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. 17. General This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from the Parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County,Washington, unless the Parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the Parties' performance of this Agreement, each Party shall pay all its legal costs and attorneys'fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit Client's right to indemnification under Section 8 of this Agreement. Except an action for breach of Rimini Street's proprietary rights in the Rimini Street Work Product, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one year after the cause of action accrued or was discovered, This Agreement constitutes the entire agreement between the Parties, and replaces and supersedes any prior verbal or written understandings, proposals, quotations, communications, or representations between the Parties relating to the subject matter of this Agreement. Except as otherwise expressly provided, nothing in this Agreement creates any rights,obligations, or benefits directly or indirectly to any non-Party. Neither Party shall assign or transfer this Agreement, nor its interest, rights or responsibilities under this Agreement, except with written consent of the other Party, provided that any assignment by operation of law in the context of the sale of substantially all of a party's stock or assets shall not constitute an assignment for purposes of this prohibition. This Agreement and any SOWs under this Agreement maybe signed in counterparts,which together shall be deemed one instrument, and may be signed and delivered electronically. 18. Discrimination In the hiring of employees for the performance of work under this Agreement or any subcontract, Rimini Street, its subcontractors, or any person acting on behalf of Rimini Street or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Rimini Street shall execute the City of Kent Equal Employment Opportunity Policy Declaration (attached as Exhibit A), Comply with City Administrative Policy 1.2, and upon termination of this Agreement, file the attached Compliance Statement. 19. Insurance Rimini Street shall procure and maintain for the duration of this Agreement, insurance of the types and in the amounts described in Exhibit B attached hereto and incorporated by this reference. 20. Work Performed at Rimini Street's Risk Rimini Street shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services and shall utilize all protection necessary for that purpose. 21. Miscellaneous Provisions A. Compliance with Laws. Rimini Street agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Rimini Street's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. Page 6 of 12 Rimini Street,Inc.Proprietary&Confidential B. City Business License. Because it is anticipated that Rimini Street will provide all Services under this Agreement remotely, it is not necessary that Rimini Street obtain a city of Kent business license under Chapter 5.01 of the Kent City Code. Should the nature of Rimini Street's Services change, this business license requirement may apply and Rimini Street may need to acquire a business license in the future. By its signature below, Rimini Street affirms that it has reviewed Chapter 5.01 of the Kent City Code, understands it terms, and agrees to abide by its requirements. 22. Signatures The undersigned represent and warrant that they are authorized to sign on behalf of, and bind, their respective Party, For ni nc. �Authorized Signature —� For Client: ' ature Author ature Al a 4 V , Thomas Shav Printed Name I Printed Name M,k lg-. SVP &CIO Title I Title July 31. 2018 Date a -�' Date Page 7 of 12 Rimini Street,Inc,Proprietary&Confidential EXHIBIT A DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY Client is committed to conform to federal and state laws regarding equal opportunity. As such Rimini Street, in the performance of the Services under this Agreement shall comply with the regulations of Client's equal employment opportunity policies. The following questions specifically identify the requirements Client deems necessary for Rimini Street to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If Rimini Street willfully misrepresents itself with regard to the following directives, it will be considered a breach of this Agreement. The directives are as follows: 1. Rimini Street has read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement Rimini Street will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement Rimini Street will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement Rimini Street will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by Rimini Street that it will comply with the requirements as set forth above. By scgn'i w, Rim' treet agrees to fulfill the five requirements referenced above. By: For: T as Shay Title: SVP & CIO Date:July 31, 2018 Page 8 of 12 Rimini Street,Inc. Proprietary&Confidential CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors,consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. Page 9 of 12 Rimini Street,Inc, Proprietary&Confidential CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER TERMINATION of this Agreement by Rimini Street. I, the undersigned, a duly represented agent of Rimini Street. Inc. hereby acknowledge and declare that the before- mentioned company was the prime contractor for the Master Services Agreement that was entered into on . 2018 (date), between Rimini Street, Inc. and the City of Kent (the"Agreement'). I declare that Rimini Street complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before- mentioned Agreement. By: For: Title: Date: Page 10 of 12 Rimini Street,Inc,Proprietary&Confidential EXHIBIT B I INSURANCE REQUIREMENTS Insurance Rimini Street shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the Services hereunder by Rimini Street, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Rimini Street shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. Client shall be named as an insured under Rimini Street's Commercial General Liability insurance policy with respect to the work performed for Client using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Professional Liability(Errors& Omissions) Insurance appropriate to Rimini Street's business. B. Minimum Amounts of Insurance Rimini Street shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $4,000,000 products-completed operations aggregate limit. 2. Professional Liability(Errors &Omissions) insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. Rimini Street's insurance coverage shall be primary insurance as respect to Client. Any insurance, self-insurance, or insurance pool coverage maintained by Client shall be excess of the Rimini Street's insurance and shall not contribute with it. 2. Rimini Street's insurance shall be endorsed to state that coverage shall not be cancelled by either Party, except after thirty(30) days prior written notice by certified mail, return receipt requested, has been given to Client. 3. Client shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of Rimini Street and a copy of the endorsement naming Client as additional insured shall be attached to the Certificate of Insurance. Client reserves the right to receive a certified copy of all required insurance policies. Rimini Street's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII, Page 11 of 12 Rimini Street,Inc.Proprietary&Confidential E. Verification of Coverage Rimini Street shall furnish Client with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Rimini Street before commencement of the work. F. Subcontractors Rimini Street shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for Rimini Street. Page 12 of 12 Rimini Street,Inc.Proprietary 8 Confidential CERTIFICATE OF LIABILITY INSURANCE DATE�Ma%aolaYYY' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this A certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT C AOD Rl sk InsDrance Services West, InC. 3_7122 FAX (&DD) 363-0105 N San Francisco CA office 425 Market street E-MAIL O Suite 2800 ADDRESS', x San Francisco CA 94105 USA INSURER(5)AFFORDING COVERAGE NAIC# INSURED INSURER A: Great Northern Insurance Co. 20303 . ................. Rimini Street. Inc. INSURER B'. Federal Insurance Company 20281 3993 Howard Hughes Parkway, Suite 500 Las vegas NV 89169-5992 USA INSURER C: Indian Harbor Insurance Company 36940 INSURER D: _........."................. -------- INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570069986936 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAM'EDABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 'CERTIFICATE MAY BE:ISSUED OR MAY PER FAIN THE INSURANCE AFFORDED BY THE POLIi DESCRIBED HEREIN IS $VB.IEGT TO ALL THE TERMS,. EXCLUSIONSAND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN IMAY HAVE SEEN RECUCED BY PAID CLAIMS. LlmftB showaareaB Ne umatetl INSIR LTR TYPE OF INSURANCE NSO ADM SUBI POLICY NUMBER MM DOPSYYY M Y D Y WFGENERALAGGREGATE LIMITS A X COMMERCIAL GENERAL LIABILITY OCCURRENCE $1,000,000 r�--' u CLAIMS-MADE ITOCCUR ISES IEa occuoencelE%P(Any one person)ONAL&ADV INJURYGENLAGGREGATE LIMITAPPLIES PER'. RALAGGREGATE $2,000,000'PRO- 000,000 mPOLICY �JECT ❑XLOC UCTG COMPIOPAGG $2,OTHER. co A AUTOMOBILE LIABILITY 73591608 11/14/2017 11/14/201RINED SINGLE LIMIT v'E. .i,_„ ooANVAUTO LYINJURY(Per Person) 0OWNED SCHEDULED LY NJ URY(PeraceidenpAUTOS ONLY AUTOS ERTY DAMAGEUHI REDAUTOS NON-OWNED aci denllONLY AUTOS ONLY N B X UMBRELIALIAB X GROUP 79$96621 11 14 2017 1111412018 EACH OCCURRENCE $5,000,D00 V EXCESS LIAB CLAIMS MADEAGGREGATE DED RETENTION WORKERS COMPENSATION AND PER OTH- EMPLOYERS'LIABILITY YIN $TATIITF FR ANY PROPRIETOR/PARTNER I EXECUTIVE N�I E L EACH ACCIDENT OFFICEFUMEMBER EXCLUDED? �� NIA --- (Mandatory in NH) E.L.DISEASE EAEMPLOYEE If yes,dasumba under EL DISEASE-POLICY LIMIT DESCRIPTION.OF OPERATIONS below C E&O-PL-Primary MTP903421201 11/14/2 17 2018 Policy Aggregate S1,iDDtl,Otltl Claims-Made Per Claim $1,000,000 .SIR applies per policy ter s & condi ions Retention $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if mare space Is required) The City of Kent is included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability evidenced herein is Primary and Nan-contributory to other Tnsu ranee available to an Additional Insured, but WII only in accordance with the policy's provisions. Umbrella policy provides excess limits over the General Liability policy. r Jilli Ian CERTIFICATE HOLDER CANCELLATION ark_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THEaG.... POLICY PROVISIONS. City Of Kent AUTHORVED REPRESENTATIVE Attn: Lynette Smith y� �i Ken Fourth Avenue South &K yv ��rnArld p//`+'*elu� Kent wA 98032 USA R..r'tie �/ ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto"is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The"auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered"auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However,the Named Insured does not include However,the lessor is an"insured" only any subsidiary that is an "insured"under any for"bodily injury"or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured"under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees"or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee"or agent of the ownership. However, the Named Insured lessor, operating an"auto"with the does not include any newly formed or acquired permission of any of I. and/or 2. organization: above. (a)That is an "insured"under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II— LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to"bodily injury"or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II—LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees"are legally obligated (2) for"bodily injury'or"property damage' to pay because of a written contract or caused by an "accident'which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXIMUM WE WILL PAY FOR ANY ONE contract"or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION 8.5. -FELLOW EMPLOYEE—of damage to, or"loss"of, that vehicle, including SECTION II—LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a.—TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III—PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered"loss, and day for temporary transportation expense,subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4.—COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4.—COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered"auto",we will SECTION III—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered"auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered"auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. -EXCLUSIONS—of SECTION the"loss"; III —PHYSICAL DAMAGE COVERAGE does not It. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b —LIMIT OF INSURANCE-of and SECTION III -PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss"in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered"auto°; covered "auto"in a housing,opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto"manufacturer for the installation Loss Coverage is provided for any covered "auto'; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate housing unit as described in Paragraph that Collision Coverage is provided for any covered"auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment;or Paragraph A. 4.—COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss'. No deductible applies to glass damage if the glass To the extent that the"insured's"rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.-DEDUCTIBLE—of SECTION III— been waived,those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us.That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident"or"lass"to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived;or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2.—CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS-is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy,we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. -DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV-BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5.-OTHER INSURANCE of a. In the event of"accident", claim, "suit"or SECTION IV—BUSINESS AUTO CONDITIONS- "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto"you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered"auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the"employee's"personal or authorized representative, if you are an Insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5).-POLICY PERIOD, Knowledge of an "accident", claim, "suit"or COVERAGE TERRITORY of SECTION IV— "loss"by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (1) How, when and where the "accident"or (5)A covered"auto"of the private passenger "loss"occurred; type is leased, hired, rented or borrowed (2) The"insured's"name and address; and without a driver for a period of 45 days or less; and (3) To the extent possible, the names and addresses of any injured persons or 17. RESULTANT MENTAL ANGUISH COVERAGE witnesses. Paragraph C. of-SECTION V—DEFINITIONS is 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury"means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" C H U B B° Liability Insurance Endorsement Policy Period NOVEMBER 14,2017 TO NOVEMBER 14,2018 Effective Date NOVEMBER 14,2017 Policy Number 3603-15-88 SFO Insured RI MINI STREET,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 17,2017 This Endorsement applies to the following forms: GENERAL LIABILITY Under who Is An Insured,the following provision is added: Who Is An Insured State Or Political Any state or political subdivision designated below is an insured;but they are insureds only with Subdivision—Permits respect to liability arising out of operations performed by you or on your behalf for which the state or political subdivision has issued a permit. Under Bodily Injury/Property Damage Exclusions,the following exclusion is added: Bodily Injury/Property DaMege EXCluslons Operations For State Or This insurance does not apply to bodily injury or property damage included within the products- Political Subdivision completed operations hazard arising out of operations performed for any state or political subdivision designated as an insured. Liability Insurance Additional Insured-Sfafe Or Polfacel Subdh4sion-Permils continued Form 6402-2306IRay.4-01) Endorsement Page I Under Policy Exclusions the following exclusion is added: Policy Exclusions Operations For State Or This insurance does not apply to bodily injury,property damage,advertising injury or personal Political Subdivision injury arising out of operations performed for any state or political subdivision designated as an insured. Designation Of State Or Political Subdivision PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. AuftrLad Roprosantaffm Liablllylneurence Addloonal Insured—State Or Pd1fieet SGbddV(Alon-PSMAN last page FOen 90-02-2309(RBV.4-01) Endorsement Page 2 C H U B B" Liability Insurance Endorsement Policy Period NOVEMBER 14,2017 TO NOVEMBER 14,2018 EffeCdve Date NOVEMBER 14,2017 Policy Number 3603-15-88 SFO Insured RID9NI STREET,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 17,2017 rvw,rnwz«rwwarrewwuuummnmmruxmvu.mw„nm rouw,.aiwmwmm�.,mx�N+�w:wwmae,wa:.vnr»m m,m,.�nwam,�maw n„*.+,ww.m:anw,wnnewuxi�wu+xiwa..�ry ew:,mrw+..,. maw,vmww�xwrca�.�wuwwmr� This Endorsement applies to the following forms: GENERAL LIABILITY awnra �'mnu.mw mrwvaw�mi muxnuuw.wsemmaum,mnuwwwwmemrunw w nun,�ym�,:.rrnm mrc,usmw.n,..m .�n,rmrrmMw�,wm.�rv.mmwwmran,.,«�ww�wr..vnmwu nrw.m*+wnrc�n Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative `" .--W ,..,d da Liability Insurance Condition-Waiver Of Transfer Of Rights Of Recovery lestpage Form e0-02-2362(Rev.4-01) Endorsement Page 1 C H U B B° Liability Insurance Endorsement Policy Period NOVEMBER 14,2017 TO NOVEMBER 14,2018 Effective Date NOVEMBER 14,2017 Policy Number 3603-15-88 SFO Insured RIlvf NI STREET,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 17,2017 wnm ,mwne�wwum�m;m mwsrwrtmeC.amw«mw.uM mmmr+me+mrnwe+wrm+crr:vraax�uenmm, rw ww.xr,xem..mm wmnwrYmnnrcmummw�mammwmrummrmvmmiv,ws nmmvxnrnmo-.'+wamm aiiw'xwunwvnievFmwunm,ww,+nro�*m.a This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Under Conditions,the following provision is added to the condition titled Other Insurance, Conditions Other Insurance- If you are obligated pursuant to a written contract or agreement,to provide the person or Primary, Noncontributory organization described in the Schedule(that is also included in the Wbo Is An Insured section of this Insurance-Scheduled contract)with primary insurance such as is afforded by this policy,then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. 1T+0.+'>•WVTMWfMMWn?m,IIOAWNMDnMnNmPoW.VWMI4X.wMitlMrnlo�1n11MIM1#tlYbAli.6'emAmM'MWMm!'na bM..Po m4YMmnM.i✓ium MM io Vrvm lvwYM Y,.mmVMMWMWrvu RxuttMpFNYMumI#,'MNM4�44Mtl&WWMM'✓L"MxW!ndFW4'NNIMM{ mpr xiwWryNWmd Schedule Persons or organizations described in the Who Is An Insured section of this contract and that you are obligated,pursuant to a written contract or agreement,to provide with primary insurance as is afforded by this policy,but only to the minimum extent required by such contract or agreement. All other terms and conditions remain unchanged, Authorized Representative Liability Insurance conditions-Other Insurance-Primary,Nonconhlbutay Insurance-Scheduled Person Or Organization last page Form 80.02-2663(Rev.7-09) Endorsement Pagel i Statement of Work No. 1 J.D. Edwards Support Services This Statement of Work No. 1 —J.D. Edwards Support Service DE SOW`) is iissued pursuant to that certain Master Services Agreement dated on ar about C (the 'Agreement"), between the City of(Kent, Washington ("CI'6ent )and Rimani Stir iet, t c ("Rimini Street"). This JDE SOW is effective as of the date of the last signature of the Parties below ("JDE SOW Effective Date'). Unless otherwise indicated herein, capitalized terms used in this JDE SOW without definition shall have the respective meanings specified in the Agreement and all section, schedule and attachment references in this JDE SOW shall be to applicable sections, schedules and attachments of the Agreement. To the extent that the terms and conditions set forth in this JDE SOW and Schedules attached hereto conflict with the terms and conditions of the Agreement, the terms and conditions of the Agreement will prevail. 1. Services Rimini Street shall provide Client with certain support services and certain deliverables as follows for the Covered Products listed in Schedule A attached hereto and subject to the capitalized definitions and additional terms found in Section 7 below(hereafter collectively referred to as "Services"): A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and recommendations relating to the proper operation of Client's J.D. Edwards System. B. Product Fixes. Rimini Street will provide fixes for Issues Client encounters in the J.D. Edwards Applications listed as Covered Products in Schedule A which are used in the J.D. Edwards Production Release(as well as the Target J.D. Edwards Production Release for any J.D. Edwards upgrade project Client undertakes). Rimini Street will provide fixes to the original code as delivered by Oracle Corporation (as successor in interest to J.D. Edwards) as well as to Client-Made Customized Code for on- line, batch, and report code. C. Tax, Legal and Regulatory Updates. Rimini Street will provide tax, legal and regulatory updates during the Support Period for the Covered Products and jurisdictions detailed in Schedule A. D. Installation Support. Rimini Street will provide support for reinstallations of the J.D. Edwards System if required as a result of an Issue with Client's development, test, or production environments. Installation support shall include advice and recommendations for the execution of installation scripts, configuring the J.D. Edwards Technology Foundation. E. Interoperability Support. Rimini Street will provide advice, recommendations,and testing assistance with Issues determined to likely involve interoperability issues between the J.D. Edwards Technology Foundation, J.D. Edwards Applications, Rimini Street Supported RDBMS platform and Rimini Street Supported Operating System. F. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics, advice, and recommendations for the J.D. Edwards Technology Foundation and J.D. Edwards Applications using proprietary and commercially available tools. G. Upgrade Process Support. Rimini Street will provide upgrade process support from Client's current J.D. Edwards Production Release to any Target J.D. Edwards Production Release listed on Schedule A. Rimini Street will make upgrade support available to any such Target J.D. Edwards Production Release for at least fifteen (15) years after the JDE SOW Effective Date, provided this JDE SOW remains in effect without interruption during said fifteen (15) year period. Page 1 of 10 Rimini Street, Inc. Proprietary & Confidential H. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of software updates and other support-related materials for the Covered Products that Client may elect to obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered Products (that expiration date being referred to as the"Maintenance End Date"). All Covered Product files or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date shall be referred to collectively as the "Client Archive." Client shall deposit the Client Archive on a file storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client Archive shall be referred to as the "Client Archive Repository'). If Client requests that Rimini Street access the Client Archive in rendering Services under this JDE SOW, the Client Archive Repository and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client, 2. Support Period Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United States Pacific Time on the JDE SOW Effective Date and ending atone minute before midnight(11:59 p.m.) United States Pacific Time on August 31, 2023 ("Support Period"). 3. Termination by Client Client may terminate this SOW only in accordance with Section 3 of the MSA. 4. Service Level During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7) days a week(including major holidays)for Critical Issue (P1)cases. Response time commitment for a first live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support on a Critical Issue case is less than fifteen (15)minutes. Client will be entitled to receive support for all other Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines for each Client Priority Level are detailed in Table 2 below. Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations or days off, a temporary on-call Named Primary Support Engineer shall be available to Client. Table 1 / / r 'i/ Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours Standard Issue Priority 3 1 Business Day Every 5 Business Days O&A Priority 4 1 Business Day As appropriate 'If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative communication update commitment may be defined and agreed upon with Client. Page 2 of 10 Rimini Street, Inc. Proprietary& Confidential I j Table 2 r,17 , ,b ii hXll ( e,� '0I i //%%%%! ���%!i7511��/11%1��//�i Priority 1 Issue where a supported Covered Product is completely unavailable to users or is working at a severely degraded capacity/performance level for multiple users that makes Covered Product unusable; or Issue has a major impact to external client/customer; or Issue is impacting revenue or time sensitive regulatory compliance AND no acceptable workaround exists. Priority 2 Issue where a supported Covered Product's functionality has become limited or is working at marginally degraded capacity or performance for multiple users AND no acceptable workaround exists, or Issue where a Covered Product component is unavailable or is working at a severely degraded capacity/performance AND an acceptable workaround exists. Priority 3 Issue where a single user is unable to use a Covered Product or a component of a Covered Product that is necessary for the user to perform their primary work activities, or Issue that is not critical is encountered with the Covered Product that leads to a minimal loss of functionality, capacity or performance; or A feature is unavailable where another can be readily used (e.g., routing to a different printer). Priority 4 General request for information or"how to" (Q&A); or Report of event not causing impact to work operation or production. 5. Fees and Payment Schedule A. Annual Support Fees. In consideration for Services provided pursuant to this JDE SOW, Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the JDE SOW remains in effect during the Support Period in accordance with the terms set forth herein as follows: for the periods from the JDE SOW Effective Date through August 31, 2019 (Year 1 of the Support Period), September 1, 2019 through August 31, 2020 (Year 2 of the Support Period), September 1, 2020 through August 31, 2021 (Year 3 of the Support Period), September 1, 2021 through August 31, 2022 (Year 4 of the Support Period), and September 1, 2022 through August 31, 2023 (Year 5 of the Support Period), the Annual Support Fee shall be$64,999.00 USD per Year. Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered Products listed in Schedule A or increases the license usage of any Covered Product beyond the"Maximum License Metric" listed in Schedule A for one or more Covered Products (whether or not such increased usage required Client to pay Oracle Corporation additional license fees), Client agrees to an equitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support and maintenance fees that would have been paid by Client to Oracle for annual support services on the expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of the Annual Support Fees shall also be subject to the annual percentage increase described in the first paragraph of this Section 5.A. B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street according to the following agreed payment schedule ("Payment Schedule"): Payment Schedule Amount qSD Year 1 of the Support Period: Payment shall be due and payable $64,999.00 on the JDE SOW Effective Date Subsequent Support Period Years: Payment shall be due and $ As calculated per Section 5.A payable on or before the start date of the next subsequent Support above Period Year Page 3 of 10 Rimini Street, Inc. Proprietary& Confidential A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of this JDE SOW and annually thereafter at least sixty (60) days prior to the start date of each subsequent Support Period Year, provided that Client's failure to timely send a purchase order shall not prevent Rimini Street from invoicing Client or excuse any delay in payment by Client. Client certifies that the Annual Support Fee for Year 1 of the Support Period (prior to any Rimini Street discounting for multi-year pre-payment) is no less than 50% of the total maintenance fees being charged by, and reflected in the most recent invoice(s) received from, the original software vendor (excluding all applicable taxes)for the Covered Products covering the period from September 1, 2017 to August 31, 2018 ("Maintenance Invoices"). Client further certifies that the Covered Products listed in Schedule A of this JDE SOW, including but not limited to the license metrics and user counts of such products, are identical to those products covered by the Maintenance Invoices. For purposes of clarity, Client agrees that the Schedule A Covered Products do not, and shall not, have any additions to or omissions from the products covered in the Maintenance Invoices. The Parties acknowledge that the maximum budget amount for this JDE SOW is $ 324,995.00 USD. In the event the Parties mutually agree to renew or extend this JDE SOW,the Parties will enter into mutually agreeable amendments to this JDE SOW and the MSA, and the amount set forth in this paragraph shall be modified accordingly. 6. Additional Client Obligations A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to assure that Rimini Street provided fixes and updates perform as documented with the J.D. Edwards System before moving said fixes and updates into any production environment. B. Access to Software. Client acknowledges that Rimini Street may need, and Client therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the Covered Products listed in Schedule A, which are used in the J.D. Edwards Production Release (as well as the Target J.D. Edwards Production Release for any upgrade project that Client undertakes), in order to render Services pursuant to this JDE SOW, and (ii) access the Client Archive (if any, and if Client requests that Rimini Street access the Client Archive in providing Services under this JDE SOW). Accordingly, Client shall provide Rimini Street with remote access to one or more non-production development and test environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered Products and Client Archive, together with all license codes and other software required for their proper operation (each a "Non-Production Environment"). Each Non-Production Environment and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client chooses to terminate this JDE SOW and undertake self-support or contract with a different service provider to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, Client shall bind such employee or third party to obligations of confidentiality and restricted use which are no less stringent than those contained within this JDE SOW and the Agreement. D. Internal Client Support. Client is responsible for providing Help Desk Support and System Administration Support. 7. Additional Services Terms The following additional terms apply to the Services described in Section 1: A. Definitions. The following definitions are used throughout this JDE SOW: Page 4 of 10 Rimini Street, Inc. Proprietary&Confidential I. Client-Made Customized Code: Changes or updates made by Client or Client's representatives to application code objects that vary from the standard, unmodified, but fix- mastered code line delivered by Oracle in its fix-mastered Applications. II. Covered Products: The individual product modules licensed to Client and set forth in Schedule A. III. Crystal Reports: A software product that performs as a reporting tool, and is bundled and licensed by Oracle or SAP AG for use with J.D. Edwards Systems. Crystal Reports is alternatively known as Seagate 9, Business Objects 10, and Business Objects Enterprise XI. IV. J.D. Edwards Application: An Oracle product whose definition, design, and operating characteristics are defined as on-line and batch code. V. J.D. Edwards Production Release: The J.D. Edwards product release level of the Covered Products that Client is currently using in its live, production environment. VI. J.D. Edwards System: Includes the Client's J.D. Edwards Technology Foundation and Applications listed on Schedule A operating on the J.D. Edwards Production Release. VII. J.D. Edwards Technology Foundation Code: Includes the group of J.D. Edwards and third party products known as Foundation Code, application servers, web servers, and middleware products such as IBM WebSphere and Oracle Fusion Middleware. Vill. RDBMS: Relational Database Management System. Examples include DB2, Oracle, and SQL Server products by IBM, Oracle, and Microsoft, respectfully. IX. Rimini Street Supported Operating System: An operating system and operating system release level supported by Oracle on or before Client terminates its Oracle support services agreement for the Covered Products, or subsequently agreed to be supported by Rimini Street for use with Client's J.D. Edwards Production Release. X. Rimini Street Supported RDBMS Release: An RDBMS and RDBMS release level supported by Oracle on or before Client terminates its Oracle support services agreement for the Covered Products, or subsequently agreed to be supported by Rimini Street for use with Client's J.D. Edwards Production Release. XI. Issue: An issue to be addressed pursuant to Table 1 in Section 4 that meets all of the following criteria: (i) found by Client in the J.D. Edwards Technology Foundation, J.D. Edwards Applications, or Crystal Reports implementation, or in any updates and fixes provided to Client by Rimini Street, or by Oracle and obtained from J.D. Edwards, PeopleSoft, Inc. or Oracle Corporation by Client up through the date that Client terminates its Oracle support services agreement for Covered Products; (ii) Client becomes aware of the issue during the Support Period and reports the issue to Rimini Street during the Support Period; and (iii) meets one of the four Priority Level criteria set forth on Table 2 of Section 4. XII. J.D. Edwards Target Production Release: The J.D. Edwards product release level(s) of the Covered Products that are: (a) generally available to Oracle customers prior to termination of Client's Oracle support services agreement for the Covered Products; (b) obtained by Client; and that (c) Client may desire to upgrade to as its next, live, production environment, as specified in Schedule A. XIII. Help Desk Support: Means first line, simple corrective assistance by one or more individuals or a third party organization designated and/or contracted by Client to be the Page 5 of 10 Rimini Street, Inc. Proprietary& Confidential first point of contact for Client's entire user population for Covered Products. Help Desk Support provides an initial front-line response to all Client user-reported cases, and resolves certain low-level user reported issues. Common issues to be resolved by Help Desk Support include general system information requests, Covered Product user administration (e.g., user setup and security), Client-specific operational procedures, hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider, application, and database access), and similar activities. XIV. System Administration Support.: Means in-depth technical and system administration support that includes technical troubleshooting, analysis and resolution options for the Covered Products. System Administration Support services are more advanced than those generally provided by Help Desk Support and typically staffed with product trained personnel experienced with the Covered Products. Issues with Covered Products reported by Client end users to Help Desk Support that are not fully resolved by Help Desk Support may be escalated to System Administration Support. System Administration Support may include assisting Help Desk Support with resolution of issues, independent System Administration Support diagnosis and resolution of more advanced issues, and/or installation and configuration of software workarounds, updates or fixes made available and provided by Rimini Street. Issues not able to be resolved by System Administration Support may be escalated to Rimini Street. XV. Business Hour: A single hour of time during the Rimini Street Business Hours specified in Schedule A, Monday through Friday. XVI. Business Day: Nine (9) Business Hours. XVII. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case). B. J.D. Edwards Technology Foundation Code, Third Party Products, and Language Support. Rimini Street will provide support for J.D. Edwards Technology Foundation Cade under this JDE SOW. However, Client understands and acknowledges that Rimini Street is not able to,and will not, provide any fixes or updates for the J.D. Edwards Technology Foundation Code or any third party, non-J.D. Edwards products used with, imbedded, integrated, or bundled with the Covered Products since Client does not have rights to access or modify source code for these products. For purposes of example only, such third party products include, but are not limited to, operating systems, database systems, application servers, web servers, Citrix, online and batch processing tools, reporting tools, and analytic tools. The scope of this JDE SOW expressly excludes support for any language object related issues other than for those listed as covered in any Schedule A. C. Installation Support. Rimini Street will remotely support Client with respect to initial, first- time installations and configurations of J.D. Edwards products that Client was not using in production on or before the Support Period. Installation Support does not include project planning, advice, or recommendations relating to the migration of RDBMS platforms or J.D. Edwards Technology Foundation Code server and RDBMS server operating system platforms(e.g., Oracle to DB2 RDBMS or Windows 2000 to UNIX), nor installations of a new major release of J.D. Edwards products performed as the first step in an upgrade project to a new production J.D. Edwards major release (e.g., J.D. Edwards OneWorld 8.0 to OneWorld 8.9). Installation Support is subject to Client having a sufficient backup of the software installation, or a copy of the Covered Products with all necessary components, and making it available to Rimini Street for reinstallation. D. Interoperability Support. Interoperability Support will be remotely available to Client for its J.D. Edwards System so long as the combination of products and platforms is supported and designed for compatible use in the J.D. Edwards System and such combination of products and platforms has been fully tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any interoperability issues related to third-party products that are incompatible with or that were not properly tested for proper operation with Client's J.D. Edwards System. Rimini Street will provide upon request, at Page 6 of 10 Rimini Street, Inc. Proprietary&Confidential I I an additional fee per request and with Client providing copies of all source and target software releases, interoperability testing for operating system and RDBMS release updates that have not been tested by J.D. Edwards for proper operation with the J.D. Edwards System prior to the termination of Client's Oracle support services agreement for the Covered Products. i E. Performance Tuning. Client is responsible for ensuring adequate and reasonable functional, scalability, and regression testing have been completed in development and test phases prior to production rollout and go-live. Performance tuning support includes recommendations and advice for configuration, deployment model, and parameter settings for the J.D. Edwards Foundation Code and J.D. Edwards Applications. F. Upgrade Support. Client is responsible for obtaining any Target J.D. Edwards Production Release, as well as all related and available J.D. Edwards upgrade deliverables that include upgrade script templates, patches, localizations, technical platforms, J.D. Edwards Fix Bundles, J.D. Edwards Hot Fixes, release notes, release documentation, upgrade documentation, or necessary license keys. G. Upgrade Process Support. Client is responsible for actual upgrade project planning, resourcing, and execution. H. Client-Made Customized Code Support. Client must make its Client-Made Customized Code and related customized documentation available to Rimini Street with reasonable lead time prior to the first support request by Client. Further, only customizations that have been implemented and coded using J.D. Edwards Tools will be supported as part of this JDE SOW, and said Client-Made Customized code must have: (a) been tested and proven functionally stable in a development and/or test environment; (b) undergone reasonable, industry-standard functional, regression, and scalability testing prior to production rollout and go-live; and (c) worked successfully in production before an Issue arises. I. Twenty-First Century Dates. J.D. Edwards designed two-digit year displays to resolve into four-digit years for storage and manipulation. Therefore, two-digit year displays in online panels or reports are not programming errors or considered an Issue in the context of this JDE SOW. J. Tax, Legal and Regulatory Support. Client must possess the most recent tax, legal and regulatory updates made available by Oracle for the J.D. Edwards Production Release and any Target J.D. Edwards Production Release before Client's Maintenance End Date ("Tax, Legal & Regulatory Foundation"). Rimini Street will build future tax, legal and regulatory updates starting from the Tax, Legal & Regulatory Foundation, provided that Rimini Street shall not be required to provide any such updates prior to Client's Maintenance End Date. K. Additional Consulting. Any services required by Client outside the defined Services in this JDE SOW are expressly excluded from the scope of this JDE SOW. Rimini Street will not perform out- of-scope services without Client's pre-approval. If Client desires Rimini Street to provide additional out-of- scope services, separate agreements in the form of an amendment to this JDE SOW or an additional SOW will need to be executed by the Parties prior to Rimini Street performing such services. L. Trade Names. The J.D. Edwards name, J.D. Edwards product names, and J.D. Edwards release names are trademarks of Oracle Corporation. All other names and product names are the property of their respective owners. M. Tax, Legal and Regulatory Updates. If "Order Management" is listed as a Covered Product on Schedule A, Client must contract independently of this JDE SOW and pay Vertex for sales & use tax updates. If "Payroll" is listed as a Covered Product on Schedule A, Client must contract independently of this JDE SOW and pay Vertex for payroll tax updates. If"Payroll" is listed as a Covered Product on Schedule A, Rimini Street will provide support for the interface to the Vertex payroll module. 8. Client Contacts Page 7 of 10 Rimini Street, Inc. Proprietary& Confidential Primary Contact Billing Contact Shipping Contact Name: Lynnette Smith Name:Same as Primary Name:Same as Primary Addresst:220 Fourth Avenue South Addresst Addressll Citv,St.Zip. Kent.Washington 98032 ON.St.Zip: City,St,Zip: Phone:+1 (253)856-4602 Phone: Phone: Email: lsmithC�kentwa.gov Email: Email: 9. Signatures The undersigned represent and warrant that they are authorized, as representatives of the party on whose behalf they are signing, to sign this ME SOW and to bind their respect ve party thereto. For Client: Fo ini Inc„; a A horized Sy�J¢vgnnatu�'re Aut r" ignature # -. Thomas Shav Printed Name Printed Name kAtV1 . "" SVP & CIO Title I Title Q r7 July 31, 2018 Date ^ Date Page 8 of 10 Rimini Street, Inc. Proprietary &Confidential Schedule A to Statement of Work No. 1 Data Center Locatiori Kent,Washington Client Support Team Location(s): Kent..Washington Support to be provided in the following Language(s): Client Support Team Business HourslTime Zone: 8:00 a.m.—5:00 o.m.Pacific Time Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time Responsibility for Maintainina and Supporting Interfaces: Client Production Instances Suoportedt One(1) .__ .._ ........._......................____....__.........._.........._.._... DBMS Hardware Platform antlRDBMS: DelllSOLServer.Nutanix OS Release: INS Server 2008 Application Server Platform: Windows 2008 Citrix Server(if any): 6.5 Web/JAS Server(if any): Not Aoolicable Oracle Maintenance End Date: i August 31,2018 Geographies Supported: United States(Note: Subject to reasonable fees to be agreed upon by the Parties,additional Geographies may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Geography additions at least 90 days in advance of Client's desired go-live date with each Geography addition.) System Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additional System Languages may be added at the Client's discretion.Client shall provide Rimini Street a written request for new System Languages at least 90 days in advance of Client's desired go-live date v,nth each System Language addition.) JDE Localizations Supported: None(Note: Subject to reasonable fees to be agreed upon by the Parties,additional Localizations may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Localizations at least 90 days in advance of Client's desired go-live date with each Localization addition.) Covered Products JD rds Mbdula CSI current Future Tax, Applicable Maximum Notes Number Release Target Legal& Tax& License Level and Releases) Regulatory Regulatory Metric Toole and Updates? Jurisdiction Release Minimum Level Patch Levellsl JD Edwards EntermiseOne 14483763 9,1 92 No Not 1 Users HCM Foundation _ apol icable JD Edwards EnterpriseOne 14483763 9,1 9.2 No Not 1000 Users Internal Self-service U aoolicable JD Edwards EntermiseOne 14483763 9,1 9.2 No Not 1 Users Real Estate Management aoolicable JD Edwards Enterignseone 14483763 9,1 92 _ No Not 1 Users Service Management applicable foundation _ JD Edwards Enterionseone 14483763 9,1 92 No Not 63 Users Solution Concurrent Users aoolicable J❑ Edwards EnterpriseOne 14483763 9,1 9,2 No Not 20 Users Suite Moderate User applicable JD Edwards Enterprise One 14483763 8.1 9.2 No Not 1 Users Tima And Labor applicable JD Edwards EnterpriseOne 14483763 9.1 92 Yes United Slates 1 Users W2 Us Payroll JD Edwards EnterpriseOne 14483763 9A 92 T ited States 1 Users US IRS Form Accounts Pavable 1099 Uodales ..- - ...._. ............._.. ..... ......... Edwards EnlerpriseOne 14483763 9.1 9,2 l 1 Users Accounts Receivable licableJD Edwartls EnterpriseOne 14483763 9.1 92 t 1 Users Advanced Cost Accounting licableJD Edwards EntemnseOne 14483763 91 9.2 t 1 Users Autopilot licableJD Etlwartls EnterpnseCne 14483763 91 92 1 UsersCapital Asset Managemenl licableJD Edwards EnterpriseOne 14483753 91 92 1 Users Contract and Service Billing licable Page 9 of 10 Rimini Street, Inc. Proprietary & Confidential JD Edwards EnterpriseOne 14483763 9] 9.2 No Not 900 Users Employee Self Service User applicable Employee Count Perpetual JD Edwards EnterpnseOne 14483763 9.1 9.2 No '. Not 1 Users Emolovee Self-Service aoolicable JD Edwards EnterpriseOne 14483763 9,1 92 Yes United States 1 Users US Federal Fixed Asset Accounting Depreciation I IOdJItP.S JD Edwards EnterpriseOne 14483763 9.1 9,2 No Not 1 Users Foundation - Address Book applicable _..d .ar ..._.....— .......... ..................... ..._.. JD Edwards EnterpriseOne 14483763 9.1 92 No Not 1 Users Foundation - EDI applicable Foundation ._......... .. ..............__. ...,..�._.. JD Edwards Enterp nseOne 14483763 9.1 9,2 No Not 1 Users Foundation - Electronic Mail aoolicable JD Edwards EnterpriseOne 14483763 9,1 9,2 No Not 1 Users Foundation - Order applicable Processi,a JD Edwards EpterpriseOne 14483763 9.1 92 No Not 1 Users Foundation - Self Service applicable Order Processing - JDE Module Peroetual JD Edwards EnterpriseOne 14483763 9.1 9.2 No Not 1 Users Foundation - Self-Service I I aoolicable JD Edwards Enterprise0ne 14483763 9.1 92 No Not 1 Users Foundation - System applicable Foundation JD Edwards EntemnseOne 14453763 9,1 9,2 No Not 1 Users Foundation - Work Order anolicadle JD Edwards EnterpriseOne 14483763 9,1 92 No Not 1 Users Human Resources applicable Manaqement JD Edwards EnterpriseOne 14483763 9,1 92 No Not 1 Users Internet Access Application applicable - In Edwards Module ....._... .:_::- .mm..... .. . ......-- ....._._ ... JD Etlwartls Eplerpriseone 144RN'S 9.1 92 No Not 1 Users Inventory Manaaement applicable _ JD Edwards EnlemnseOne 14483763 9.1 9.2 No Not 100 Users Manager Self Service User applicable -Emolovee Count Peroetual ____ JD Edwards EnlermaeOne '.. 14463763 9.1 7No Not 1 Users Manaaer Self-Service annlicable _ JD Edwards EnterpriseOne 14463763 9,1 9.2 No Not 1 Users Manufacturing - ETO applicable Foundation -_.. JD Edwards EnterpriseOne '. 14483763 9,1 9,2 No Not 1 Users Manufacturinq - PDM applicable JD Edwards Enterptlseare 14483763 9.1 9.2 No Not 1 Users Manufacturina-Shoo Floor aoolicable JD Edwards EnterpriseOne 14483763 9.1 92 No Not 1 Users Procurement and applicable Subcontract Manaqement JD Edwards EnlerynseOne 14483763 9,1 92 No Not 1 Users Project Costing I aoolicable JD Edwards EnterpriseOne 14483763 9,1 9,2 No Not 1 Users General Ledger aoolicable JD Edwards EnterpnseOne 15E6037 9,1 Latest No Not 1 Application Technology Foundation Available., applicable User JDE SOW Perpetual Effective Date Page 10 of 10 Rimini Street, Inc. Proprietary &Confidential Statement of Work No. 2 Oracle Database Support Services This Statement of Work No. 2 — Oracle Database Support Servir, s ('ODB SOW") is issued pursuant to that certain Master Services Agreement dated on or about (the "Agreement") between the City of Kent„ Washington ("Client") and Rimini Street, 1W("Rimini Street"). This ODB SOW is effective as of the date of the last signature of the Parties below("ODB SOW Effective Date"). Unless otherwise indicated herein, capitalized terms used in this COB SOW without definition shall have the respective meanings specified in the Agreement. To the extent that the terms and conditions set forth in this ODB SOW and Schedules attached hereto conflict with the terms and conditions of the Agreement,the terms and conditions of the Agreement will prevail. 1. Services Rimini Street shall provide Client with certain support services and certain deliverables as follows for the Covered Products listed in Schedule A attached hereto (hereafter collectively referred to as "Services"): A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and recommendations relating to the proper operation of Client's Covered Products. Since Client does not have access to source code for the Covered Products, product support specifically excludes the development and delivery of code changes, code fixes, and code updates of any kind for the Covered Products. B. Installation Support. Rimini Street will provide advice and recommendations for reinstallations and configuration of the Covered Products if required as a result of an Issue with Client's development, test, or production environments. C. Interoperability Support. Rimini Street will provide advice, recommendations,and testing assistance with Issues determined to likely involve interoperability issues between the Covered Products and Client's server operating system. D. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics, advice, and recommendations for the Covered Products using proprietary and commercially available tools. Rimini Street will use commercially reasonable efforts to provide advice and recommendations for performance tuning Client's server operating system. E. Upgrade Process Support. Rimini Street will provide upgrade process support from Client's current Database Production Release to any Target Database Production Release listed on Schedule A. Rimini Street will make upgrade support available to any such Target Database Production Release for at least fifteen(15) years afterthe ODB SOW Effective Date, provided this ODB SOW remains in effect without interruption during said fifteen (15) year period. F. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of software updates and other support-related materials for the Covered Products that Client may elect to obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered Products (that expiration date being referred to as the"Maintenance End Date"). All Covered Product files or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date shall be referred to collectively as the "Client Archive." Client shall deposit the Client Archive on a file storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client Archive shall be referred to as the "Client Archive Repository"). If Client requests that Rimini Street access the Client Archive in rendering Services under this ODB SOW, the Client Archive Repository and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. Page 1 of 8 Rimini Street, Inc. Proprietary & Confidential 2. Support Period Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United States Pacific Time on the ODB SOW Effective Date and ending at one minute before midnight(11:59 p.m.) United States Pacific Time on August 31, 2023 ("Support Period"). 3. Termination by Client Client may not terminate this ODB SOW at any time during Years 1 through 2 of the Support Period except for cause pursuant to Section 3 the Agreement. Thereafter, Client may terminate Services for all Covered Products in this ODB SOW at the end of a Support Period Year with no less than ninety(90)calendar days written notice prior to the start date of any subsequent Support Period Year set forth in Section 5.A below for any reason or no reason, provided that all fees, taxes, duties, and expense reimbursements due under this ODB SOW shall be paid by Client to Rimini Street on or before the actual date of termination. 4. Service Level During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7) days a week (including major holidays)for Critical Issue (P1) cases. Response time commitment for a first live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support on a Critical Issue case is less than fifteen(15) minutes. Client will be entitled to receive support for all other Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines for each Client Priority Level are detailed in Table 2 below. Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations or days off, a temporary on-call Named Primary Support Engineer shall be available to Client. Table 1 MI2e �% / //I/i�/i rI%/%ite// / �� 1�„/41, ///i, �r r, // r�/� �i���� Critical Issue Prioritv 1 15 Elapsed Minutes Every 2 Elapsed Hours _. l_..... __...._ Serious Issue Prioritv 2 30 Elapsed Minutes Every 4 Business Hours ..-......... Standard Issue Prioritv 3 1 Business Dav Every 5 Bus'iriess Days Q&A Prioritv 4 1 Business Dav As appropriate If resolution of an Issue is dependent upon some w erim measure, such as developing a software patch,. etc... an alternative communication update commitment may be defined and agreed upon with Client. Table 2 Priority 1 Issue where a supported Covered Product is completely unavailable to users or is working at a severely degraded capacity/performance level for multiple users that makes a Covered Product unusable, or Issue has a major impact to external client/customer. or Issue is impacting revenue or time sensitive regulatory compliance AND no acceptable workaround exists.. Page 2 of 8 Rimini Street, Inc. Proprietary& Confidential Priority 2 Issue where a Covered Product's functionality has become limited or is working at marginally degraded capacity or performance for multiple users AND no acceptable workaround exists; or Issue where a Covered Product component is unavailable or is working at a severely degraded capacity/performance AND an acceptable workaround exists. Priority 3 Issue where a single user is unable to use a Covered Product or a component of a Covered Product that is necessary for the user to perform their primary work activities; or Issue that is not critical is encountered with the Covered Product that leads to a minimal loss of functionality, capacity or performance; or A feature is unavailable where another can be readily used (e.g., routing to a different printer). Priority 4 General request for information or"how to" (Q&A); or Report of event not causinq impact to work operation or production. 5. Fees and Payment Schedule A. Annual Support Fees. In consideration for Services provided pursuant to this ODB SOW, Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the ODB SOW remains in effect during the Support Period in accordance with the terms set forth herein as follows: for the periods from the ODB SOW Effective Date through August 31, 2019 (Year 1 of the Support Period), and September 1, 2019 through August 31, 2020 (Year 2 of the Support Period), the Annual Support Fee shall be$29,120.00 USD per Year. Unless terminated pursuant to Section 3,the Annual Support Fee for Years 3 through 5 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the immediately preceding contiguous Year. Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered Products listed in Schedule A or increases the license usage of any Covered Product beyond the"Maximum License Metric" listed in Schedule A for one or more Covered Products (whether or not such increased usage required Client to pay Oracle additional license fees), Client agrees to an equitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support and maintenance fees that would have been paid by Client to Oracle for annual support services on the expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of the Annual Support Fees shall also be subject to the annual percentage increase described in the first paragraph of this Section 5.A. B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street according to the following agreed payment schedule ("Payment Schedule"): Payment Schedule Amount USD Year 1 of the Support Period: Payment shall be due and payable $29,120.00 on the ODB SOW Effective Date Subsequent Support Period Years: Payment shall be due and $ As calculated per Section 5.A payable on or before the start date of the next subsequent Support above Period Year A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of this ODB SOW and annually thereafter at least sixty (60) days prior to the start date of each subsequent Support Period Year, provided that Client's failure to timely send a purchase order shall not prevent Rimini Street from invoicing Client or excuse any delay in payment by Client. Client certifies that the Annual Support Fee for Year 1 of the Support Period (prior to any Rimini Street discounting for multi-year pre-payment) is no less than 50% of the total maintenance fees being charged Page 3 of 8 Rimini Street, Inc. Proprietary & Confidential by, and reflected in the most recent invoice(s) received from, the original software vendor (excluding all applicable taxes)for the Covered Products covering the period from September 1, 2017 to August 31, 2018 ("Maintenance Invoices"). Client further certifies that the Covered Products listed in Schedule A of this ODB SOW, including but not limited to the license metrics and user counts of such products, are identical to those products covered by the Maintenance Invoices. For purposes of clarity, Client agrees that the Schedule A Covered Products do not, and shall not, have any additions to or omissions from the products covered in the Maintenance Invoices. The Parties acknowledge that the maximum budget amount for this DB SOW is $ 164,631.00 USD. In the event the Parties mutually agree to renew or extend this DB SOW, the Parties will enter into mutually agreeable amendments to this DB SOW and the MSA, and the amount set forth in this paragraph shall be modified accordingly. 6. Additional Client Obligations A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to assure that Rimini Street changes perform as documented with the Covered Products before implementing said changes in any production environment. B. Access to Software. Client acknowledges that Rimini Street may need, and Client therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the Covered Products listed in Schedule A, which are used in the Database Production Release(as well as the Target Database Production Release for any upgrade project that Client undertakes), in order to render Services pursuant to this ODB SOW; and (ii) access the Client Archive (if any, and if Client requests that Rimini Street access the Client Archive in providing Services under this ODB SOW). Accordingly, Client shall provide Rimini Street with remote access to one or more non-production development and test environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered Products and Client Archive, together with all license codes and other software required for their proper operation (each a "Non-Production Environment"). Each Non-Production Environment and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client chooses to terminate this ODB SOW and undertake self-support or contract with a different service provider to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, Client shall bind such employee or third party to obligations of confidentiality and restricted use which are no less stringent than those contained within this ODB SOW and the Agreement. D. Internal Client Support. Client is responsible for providing Help Desk Support and System Administration Support. 7. Additional Services Terms The following additional terms apply to the Services described in Section 1 A. Definitions. The following definitions are used throughout this ODB SOW: I. Database Production Release: The database product release level of the Covered Products that Client is currently using in its live, production environment, as specified in Schedule A as the current release. Il. Covered Products: The individual products licensed to Client and set forth in Schedule A. Page 4 of 8 Rimini Street, Inc. Proprietary& Confidential III. Issue: An issue to be addressed pursuant to Section 4, Table 1 above that meets all of the following criteria: (i)found by Client in the Covered Products or in any changes provided to Client by Rimini Street or Oracle or obtained by Client from Oracle up through the date that Client terminates its Oracle support services agreement for the Covered Products; (ii) Client becomes aware of the issue during the Support Period and reports the issue to Rimini Street during the applicable Support Period; and (iii) meets one of the four Priority Level criteria set forth in Section 4, Table 2 above. IV. Target Database Production Release: The database product release level(s) of the Covered Products that are: (a) generally available to database customers prior to termination of Client's original software vendor's support services agreement for the Covered Products; (b) obtained by Client; and that (c) Client may desire to upgrade to as its next, live, production environment, as specified in Schedule A. V. Help Desk Support: Means first line, simple corrective assistance by one or more individuals or a third party organization designated and/or contracted by Client to be the first point of contact for Client's entire user population for the Covered Products. Help Desk Support provides an initial front-line response to all Client user-reported cases, and resolves certain low-level user reported issues. Common issues to be resolved by Help Desk Support include general system information requests, Covered Product user administration (e.g., user setup and security), Client-specific operational procedures, hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider, application, and database access), and similar activities. VI. System Administration Support: Means in-depth technical and system administration support that includes technical troubleshooting, analysis and resolution options for the Covered Products. System Administration Support services are more advanced than those generally provided by Help Desk Support and typically staffed with product trained personnel experienced with the Covered Products. Issues with Covered Products reported by Client end users to Help Desk Support that are not fully resolved by Help Desk Support may be escalated to System Administration Support. System Administration Support may include assisting Help Desk Support with resolution of issues, independent System Administration Support diagnosis and resolution of more advanced issues, and/or installation and configuration of software workarounds, updates or fixes made available and provided by Rimini Street. Issues not able to be resolved by System Administration Support may be escalated to Rimini Street. VII. Business Hour: A single hour of time during the Rimini Street Business Hours specified in Schedule A, Monday through Friday. Vill. Business Day: Nine (9) Business Hours, IX. Elapsed Minutes: Actual accrued time from a specific event (such as logging a case). B. Third Party Products. Rimini Street is not able and will not provide any fixes or updates to any third party products used with, imbedded, integrated or bundled with the Covered Products. The scope of this ODB SOW expressly excludes support for any object issues other than for those listed as covered in any Schedule A. C. Installation Support. Rimini Street will remotely support Client with respect to initial, first- time installations and configurations of Covered Products that the Client was not using in production on or before the Support Period. Installation Support does not include project planning, advice, or recommendations relating to changes in the underlying system infrastructure (e.g., hardware or network configuration), nor installations of a new major release of a Covered Product performed as the first step in an upgrade project to a new production Covered Product major release. Installation Support is subject to Page 5 of 8 Rimini Street, Inc. Proprietary & Confidential Client having a sufficient backup of the software installation, or a copy of the Covered Products with all necessary components, and making it available to Rimini Street for reinstallation. D. Interoperability Support. Interoperability Support will be remotely available to Client for its Covered Products so long as the combination of products and platforms is supported and designed for compatible use with the Covered Products and such combination of products and platforms has been fully tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any interoperability issues related to third-party products that are incompatible with or that were not properly tested for proper operation with Client's Covered Products, Rimini Street will provide upon request, at an additional fee and with Client providing copies of all source and target software releases, interoperability testing for applications and operating systems that have not been tested by the applications licensor for proper operation with the Covered Products prior to the termination of Client's Oracle support services agreement for the Covered Products. E. Performance Tuning. Client is responsible for ensuring adequate and reasonable functional, scalability, and regression testing have been completed in development and test phases prior to production rollout and go-live of the Covered Products. Performance tuning support includes recommendations and advice for configuration, deployment model, and parameter settings for the Covered Products. F. Upgrade Support. Client is responsible for obtaining any Target Database Production Release, as well as all related and available upgrade deliverables from Oracle for the Covered Products that include major upgrades, maintenance packs, family packs, minipacks, critical patch updates, interoperability patches (e.g., updated versions of third-party technology components or updated operating system versions), language patches and any documented patch dependencies, localizations, technical platforms, release notes, release documentation, or upgrade documentation. G. Upgrade Process Support. Client is responsible for actual upgrade project planning, resourcing, and execution. H. Rimini Street Work Product. All deliverables under this ODB SOW are considered Rimini Street Work Product as defined in the Agreement. I. Additional Consulting. Any services required by Client outside the Services defined In this ODB SOW are expressly excluded from the scope of this ODB SOW. Rimini Street will not perform out-of-scope services without Client's pre-approval. If Client desires Rimini Street to provide additional out- of-scope services, separate agreements in the form of an amendment to this ODB SOW or an additional SOW will need to be executed by the Parties prior to Rimini Street performing such services. J. Trade Names. The Oracle name, Oracle product names, and Oracle release names are trademarks of Oracle Corporation. All other names and product names are the property of their respective owners. 8. Client Contacts Primary Contact 6i11inG Contact - J 9nlpplrl contagt Name Lvnnette Smith Name:Same as Primary Name'.Same as Primary Addressl 220 Fourth Avenue Addressl: Addressl; City, St.Zio. Kent,Washington 98032 City.St.Zlp: Citv,St,Zip: Phone:+1 (253)856-4602 Phone, Phone: Email:Ismi a.iZentwa.gov Email: Email: Page 6 of 8 Rimini Street, Inc. Proprietary& Confidential 9. Signatures The undersigned represent and warrant that they are authorized, as representatives of the party on whose behalf they are signing, to sign this COB SOW and to bind LA heir respective y thereto. For Client: F imin , Inc.: l Authorized Signature Aut d Signature W"•--"'� Thomas Shav Printed Name Printed Name NAI)V {- SVP & CIO title I Title July 31, 2018 Dat e Date Page 7 of 8 Rimini Street, Inc. Proprietary& Confidential Schedule A to Statement of Work No. 2 Data Center Location: Kent,Washington Client Support Team Locatiori Kent,Washinqton _ Su ort to be rovided in the followin Lan ua e(s : English Client Support Team Business Hours/Time Zone: 8:00 a.m.—5:00 o.m.Pacific Time Rimini Street Business HourslTime Zone: 8:00 a.m.—5.00 P,m. Pacific Time Database Hardware: Dell Database O eratinq.System: Windows 2003 Number of Database Servers: Two 0 Techir loav Maintenance End Date("MED"): Au ust 31,2018 Covered Products :Core DataGas0 roducl ICat Currant RlaRura Ter gait; Licensing Maximum --- Notes INumbar Release and R*140a0fel ani Metric Licensing petch 11i MWIntum Pal Daunt _. Lavall 1 Oracle Database Enterprise 15596037 10,20.1 Latest Available Named User 1 Edition on DB SOW Plus Effective Date Perpetual t"LAOED"1 2 Oracle Database Enterprise 15696037 102 0.1 LADED Processor 2 'mow Edition Perpetual 3 mm Oracle Database Standard 15596037 10.2.0.1 LAOED Named User 1 Edition Plus Per etual 4 Oracle Database Standard 15596037 10.201 LAOED Processotur 1 Edition Per eal 5 Oracle8 3046365 10,2,0.1 LAOED Universal 1200 Power Unit Page 8 of 8 Rimini Street, Inc. Proprietary & Confidential u I o � au � m � WIL..... .•. Irv...... n ry N �N �iH�nii' rum M � � 'pu: �n � � � ��.� , aw mi• �•Im IN6 lu: Im m a I ry Ip9: � „ � i ^ ry prw rvmm 4D '� � an " aW � rvi � � ry c m••w m m W v m� 'm ry ry • m �m � IIU:" �mA rvwar u ry I ^ «ma ,I�, ry mu Ilo xp PNm rv , rvx mre n ..I-re a, Ilb¢m. I I m I �L Illlli — —II CERTIFICATE OF LIABILITY INSURANCE 1 UAT11/15/2018 " vM11)[YB THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. hAPORTANT`,if the carhficate holder is an ADDITIONAL INSURED,the policy(ies)must Navo ADDITIONAL.INSURED previsions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer Flights to the certificate holder in Ileu of such endorsoment(s). 'c PRODUCER O ACONTACT AOn Risk InnVPCACe Services west, Llc, N1ElGk -. 47a Markel FCD CA o{fi ce I/NSNa Lxl� ......ri r -. ." _ VE- l Ulo H I-.,IH, _... ..... a _ ._.... . 1 ^M' N ..... ... t Street AAARLE .... O Suite anc! ADORERB� _ Yon Franci sea CA 44105 k54 INSURERSI AFFORDING COVERAGE NAIC# INSURER A. Federal insurance Company 20181 Rimini warder, Inc.3943 Howard INSURER Great Northern In ul Dice Co 20.03 HughesParkway, u i re 500 .. _.......... ....._...,,_. .._.._._...._.._. .,....._ ...._ Ids Vegas No 84169-59g2 USA INSURER C INSURER D- INSURER F. ......... ___.._.._ .... COVERAGES CERTIFICATE NUMBER: 570073916788 4 REVISION NUMBER: INDICATED,LNoTwi"r STA1,NDING ANY POLICIES R�k01001 LMCNfr I�RMi COCONf LISTyin ITCNAf Iv ANY IN IONTRA.cr ORSUED TO IU INSURED I HER ood:UrNENTW11NR S IcifiTOPOLICY NH TIOD HIS VLH4'IfkGA'11 MAY fdE ISSUE OR MAY PERTAIN, d'HF INSURANCE hFN47RC7Ft7 hY THE i'Cl"If;(C}`v 67L5'("k'4'M&:9EI:1 HEREINIS'Sd1f3JE(;➢ IG Al L THE. 16:RNNFr, EXCLU$IONSAND CONbl'TIONLv OF SUCH ROLIC:IrI LIIMtl1S SHQVVN MAY HAVE HII REJK?d --O W PAIDCLAIMS. Limits showe are Ds requested TIM TYPE OF INSURANCE MU" NND POLICY NUMBER m10 YYYTY�. MMYDIN NYT LIMITS X COMMERCIAL GENERAL LIABILITY r �� "�i r' '^'�.n ..�� "IlK ,1,ul n,;If, -rYtwAl r,r,^rrrrr ....... Fi 000,000 It nI-rF[A I J^ m $10,000 ... _ ,,,,,,, .... .......... � 11141U KAI,d ICI. v..._. ..._....._ 0.$1,000,0'"0 < Nl 1 n 3R f 11url N PRO, ' f r l III i u 57,00U 000 via .... Sz aoo . c; m ).l,t IUL II 111 I C1v911 ! I .... ..... o6n o GruAEM AUTOMOBILE LIABILITY r COMrWI Ll I IV tL.F.LI'nIIT � .�. I if ......,v_ ......_..._._.. uun lie dnl Inns xvlP, 1,, I '', a DO NO 11111 JJ Y(P I q1 A lfnhS JIVLY AU r 3V I:;S N)N LV 0 r EEIJ 41 111 t I)FW/lM1i e I linlcl AI I P 181FIl A X UMERELLALIAB A o PI IR Y P4Y96b21 11/II72=8 1 / /77�B t :u< :I¢ $C,000,000 U EXCE: LIAR (I/ IJ= IE IGAII $"0000000 I II I RFYff NTlGN WORKERS COMPENSATION AND EMPLOYERW LIABILITY N I %lull .�5. ",,,,,,,,, OFFIINYVEFO`Jlff nElNfir E"I r ITCH F/�ECUTI4E L"q - _3NIA IF V(f rl fvl (Mar aam V .I ..... ._... - .....�......."".... UI IAeA L(ArE ' Ce Dc ,dcl DE b'OFO GrRIETION DFOEEFEgTIONB oelow EI UI. 0. 1 'JLIC,IILfI ,_, Jim— DESCRIPTION OF OPERATIONS I LOOM IIONS IVEHICLES IACORO 109,Addlt' al Remarks50 d Ie,may btalle M1 tlllmore sp Is required) T"IIM fir Kn.nC IR nnchu'led As Additional insured nr accordance with The polTgr pIovf--ions of r[Ie. cenecaI Liability policy. ._.. Umbrella NA]owr. rogil. L'vnoral Liability evidenced herein is Primary and Non-contributory to Other insurance available to an Addivionnt insured, but only in accordance with the policy's provisions. W CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. iylr+ CityOf Kent =I AUTHORIZED REPRESENTATIVE y .Attn: Lynette Smith 120 Fourth 32 U South Cent ( WA 96032 USA n ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD L KENT Agenda Item: Consent Calendar - 8F W. N.IN G,ON TO: City Council DATE: July 3, 2018 SUBJECT: Contract with Rimini Street, Inc - Authorize MOTION. Authorize the Mayor to sign all necessary documents to enter into a 5-year agreement with Rimini Street, Inc. to provide technical support, maintenance, and professional services, in a total amount not to exceed $517,655, and subject to final terms and conditions acceptable to the Information Technology Director and the City Attorney. SUMMARY: Rimini Street, Inc. will provide JD Edwards technical support, maintenance and related professional services for our ERP/Enterprise Resource Planning system, as well as Oracle Database support for KIVA, the City's Permit Management system for a 5-year term at a total contract cost of$517,655. Rimini Street will provide direct support for JDE upgrades, including but not limited to annual regulatory and compliance federal mandates, and provide best-in-class professional services. Staff is recommending this change in service providers to support both a substantial overall cost savings while at the same time facilitating the ability for the City to work through one vendor for most if not all JD Edwards and Oracle support needs. EXHIBITS: A) Support, Maintenance and Consulting Services Agreement B) Vendor Proposals RECOMMENDED BY: Operations Committee YEA: Boyce, Higgins, Thomas NAY: BUDGET IMPACTS: Funding for these services will be covered by previously approved related line items from the City's adopted 2017 -2018 Capital Biennial Budget. 2017 2018 Product Name DLT Total 5 r. Rimini Street Total 5 r. Net Savings Oracle Database $ 61,404 $ 307,022 $ 32,032 $ 160,160 $ 1461,862 Oracle 8 Universal Power Unit S 7,825 $ 39,123 $ 0 $ 0 $ 39 123 Oracle JD Edwards Enterprise One $ 130 911 $ 654,556 $ 71,499 $ 357,495 $ 297,061 $ 1,000,701 $ 517,655 $ 483,047 STRATEGIC PLAN GOAL(S): • Innovative Governmenr-Delivering outstanding customer service,developing leaders,and fostering innovation. • Evolving Infrastructure-Connecting people and places through strategic investments in physical and technological infrastructure. 0 \ \ \ \\ co EECO / j) y} /§ ) � } k $ ) e a) / 2 a a § � � ® co �� � 75 — \ � \ \ $ \ oE © CD C � 7 ) \ ')> ] 2 CD 0) ; o & o CD 0) J ) 2a k ( � Q \ k ( a - - \ E e » 0a \ / Q \ t j \ 1 Z00 ® » \ � � \ \ � # r _ > a § < CL § 02 ! 2yQ § © 140 k \� � cn � � 14�. R { ! 2 / 0 § Q \ \ \ co _ / ( } A * (D � % . ; a) \ \ 4) /t \ # } \ { $ 2aj R w d k 1 ® � /j \ \ & ; [ } S < 00E $ { : � ® k L � _ ® CL § 43 = . CL ( \ \ \ U) { § \ } ± � , , , 2