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HomeMy WebLinkAboutIT18-308 - Supplement - Rimini Street, Inc. - SOW #3: Services on an "As Needed" Basis - 04/05/2019 STATEMENT OF WORK NO.3 This Statement of Work No 3("SOW")dated as of the date of the last signature of the Parties below("SOW Effective Date")is issued pursuant to that certain Master Services Agreement dated August 3,2018(the"Agreement")between Rimini Street,Inc.("Rimini Street")and the City of Kent,Washington ("Client"). This SOW is governed by the terms and conditions of the Agreement. Unless otherwise indicated herein,capitalized terms used in this SOW without definition shall have the respective meanings specified in the Agreement and all section, schedule and attachment references in this SOW shall be to applicable sections,schedules and attachments of the Agreement. 1. Services to be Performed("Services"). Rimini Street shall provide the services during the term of the SOW on an"as needed"basis,as set forth in each duly executed Project Order Form in the form attached as Attachment 1 —Project Order Form;provided that the Parties may only enter into additional Project Order Forms for so long as sufficient funds remain in Client's Consulting Account(as defined below)to support such additional Project Order Form together with all other ongoing Project Order Forms. Each Project Order Form shall specify the amount that will be remaining in Client's Consulting Account(as defined below)after completion of that Project Order Form. A Project Order Form shall not be valid and binding until signed by authorized representatives of each Party. 2. Term and Total Estimated Hours. (a) Term: The term of this SOW shall commence on the SOW Effective Date and shall terminate upon the earliest to occur of(i)the exhaustion of all funds in Client's Consulting Account(including funding allocated to existing Project Order Forms from Client's Consulting Account), (ii)the second anniversary of the SOW Effective Date or(iii)upon an effective termination pursuant to the Agreement. (b) Total Estimated Hours: The maximum total number of hours of work(in the aggregate)that Rimini Street will perform under this SOW is one hundred sixty(160)hours at a blended hourly rate of$175.00 USD per hour(assuming no additional funds are deposited into Client's Consulting Account in accordance with Section 3(c) below), unless otherwise mutually agreed upon in writing by the Parties.Any unused hours of work shall expire and be forfeited upon termination of this SOW 3. Compensation. (a) Funding of Client's Consulting Account. Client shall pay to Rimini Street total fees in the amount of$28,000.00 USD("Client's Consulting Account"), not including any sales,use,VAT,or any other applicable taxes,however designated for Services under this SOW. (b) Invoicing. Rimini Street shall invoice Client once at anytime on or after the Effective Date..Payment shall be due on the date of Rimini Street's invoice and payable within thirty(30)days thereafter. (c) Additional Funding. Upon the execution of a written amendment to this SOW signed by both Parties,Client may pay Rimini Street additional fees to be deposited in Client's Consulting Account for Services to be provided pursuant to additional Project Order Forms. Such payment shall be due on the date of Rimini Street's invoice and payable within thirty(30) days thereafter,which shall be sent on or after the date of such Amendment. 4. Proiact Procedures. See Attachment 2—Project Procedures,which is incorporated by reference herein and made an integral part hereof. 5. SOW Managers. The SOW Managers are: (a) For Rimini Street: Roger Franklin,Franklin@riministreet.com;+61 429 969 742 (b) For Client: Lyanne Ma, LMa@kentwa.gov 6. Executive Sponsors. The Executive Sponsors are: (a) For Rimini Street: Ray Grisgby,rgrigsby@riministreet.com,+1 (925)264 7184 (b) For Client:Mike Carrington,MCarrington@kentwa.gov 7. Resources and Responsibilities of the Parties. The Parties will provide the following resources and have the following responsibilities in supporting Rimini Street's performance of the Services: (a) Services or Support(Personnel Requirements): Teams from both Parties will be available as reasonably required for process, integrated testing and approvals.Client will ensure its system administration teams will be available for package builds and migrations as needed. (b) Facilities and Equipment(Business Requirements): Client will provide one(1)development machines(FAT Client)for the duration of the term of this SOW. (c) Environments: Remote access(as has been previously established by Rimini Street under the Agreement)will be used for the duration of the term of this SOW. (d) Additional Resources and Responsibilities: Additional resources and responsibilities shall be set forth on the applicable Project Order Form. 8. Other Provisions.All deliverables under this SOW are considered Rimini Street Work Product pursuant to the Agreement. I IN WITNESS WHEREOF,the parties by their duly authorized representatives have executed this SOW as of the SOW Effective Date. By RIMINI STREET Signature jr//q Name Seth Ravin Title CEO Date Aril 5 2019 120 By CLIENT Signature Name / Title Date .20 2