HomeMy WebLinkAboutIT18-308 - Supplement - Rimini Street, Inc. - SOW #6: Level 2 & 3 JDE Support Services - 11/08/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
> 11/08/2023 11/13/2023
Q Mayor or Designee to Sign. Date of Council Approval:
Q Interlocal Agreement Uploaded to Website 11/07/2023
Budget Account Number• Grant? Yes No�✓
52001770.64160.1800
Budget?❑✓ Yes Type: N/A
Vendor Name: Category:
Rimini Street Inc Contract
Vendor Number: Sub-Category:
1795532 Supplement
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0 Project Name: SOW #6 - Level 2 & 3 JDE Support
CProject Details: SOW #6 under the 2018 Rimini Street Master Services Agreement - providing
additional support for JDE Financial Application (33 month term) - under
*, Mayor's signature authority.
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Agreement Amount: 371,250.00 Basis for Selection of Contractor:
Direct Negotiation
E *Memo to Mayormustbeattached A
Start Date: upon
full execution Termination Date: 08/31/2026
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a Local Business? Yes PINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes ✓�No IT18-308
Comments:
<<Signature on attached SOW #6 pg. 12/71 >>
0
I Dana Ralph, Mayor
3 0 Date: <<date on attached SOW #6 pg. 12/71>>
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Date Received:City Attorney: 11/8/23 Date Routed:Mayor's Office 11/8/23 6ity Clerk's Office 11/8/23
adccW22373_1_20 ovk
_ 'sit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
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Statement of Work No. 6
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Application Management Services for J.D. Edwards
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This Statement of Work No. 6—Application Management Services for J.D. Edwards ("AMS JDE SOW") is
issued pursuant to that certain Master Services Agreement dated on or about August 3, 2018 (the
"Agreement") and its subsequent amendment between Rimini Street, Inc. ("Rimini Street") and City of
Kent, Washington ("Client"). This AMS JDE SOW is effective as of the date of the last signature of the M
Parties below("AMS JDE SOW Effective Date"). Unless otherwise indicated herein,capitalized terms used w
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in this AMS JDE SOW without definition shall have the respective meanings specified in the Agreement.
To the extent that the terms and conditions set forth in this AMS JDE SOW and any Schedules attached ,o
hereto conflict with the terms and conditions of the Agreement, the terms and conditions of this AMS JDE
SOW and its Schedules will prevail. o
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1. Services `
Rimini Street shall provide Client with certain support services as follows for the Covered Products listed in
Schedule A, attached hereto, subject to the capitalized definitions and additional terms found in Section 7 °
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below(hereafter collectively referred to as "Services"): in
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A. Application Management Service Support. Rimini Street will provide application E
management service support for Incidents, which includes: Incident triage and resolution; major Incident
management and problem determination;status communication throughout Incidents;error correction; user
support; unit test scripts; performing the responsibilities set forth in the responsibility matrix in Schedule B 3
(Roles and Responsibilities), attached hereto; executing Service Requests for planned, standard changes U
with low impact and low risk to the system for items selected from the catalog of services located in Rimini
Street's ITSM ("Service Catalog"); and performing routine basic maintenance activities as agreed upon by c
the Parties during the Transition Period as defined in Section 1.D (collectively, "Application Management v
Services"). °
B. Enhancement Services. Rimini Street will provide Enhancements as follows: provide
Enhancements to the Covered Products as identified and prioritized by Client and ensure Enhancements °
will comply with Client's change management processes for migration into production. o
Each Year of the Support Period, Rimini Street will provide up to the number of Enhancement labor hours
for Covered Products ("Enhancement Hours") as set forth in Schedule A, attached hereto. If Client has E
paid the Annual Support Fees for the next consecutive Year of the Support Period, Client may elect to use o
Enhancement Hours from the next consecutive Year in the current Year of the Support Period to cover N
Enhancement labor hours beyond the yearly allotment of Enhancement Hours identified in Schedule A.
Any such Enhancement Hours used in the current Year of the Support Period will be subtracted from the to
available Enhancement Hours in the next consecutive Year of the Support Period.
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Once per month, Rimini Street will make available information about the number of Enhancement Hours
consumed in the month and in the Year of the Support Period. At the end of each Year of the Support y
Period, any unused Enhancement Hours will be forfeited with no credit given.
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Once Client submits a request for an Enhancement in the ITSM,the request is prioritized by Client or Rimini c
Street, as applicable, and scoping for the Enhancement will begin once the request has been approved by
both Client and Rimini Street. Once scoping for the Enhancement begins, Rimini Street shall utilize a
minimum of two(2) Enhancement Hours for each logged request for an Enhancement, including time spent
for scoping the request for the Enhancement. Should a request for an Enhancement require more than two
(2) Enhancement Hours to complete, additional Enhancement Hours will be utilized in thirty (30) minute E
increments, rounding up to the nearest thirty(30)minute increment. For Enhancements estimated at twenty U
(20) hours or more to complete by Rimini Street, Rimini Street will request Client approval to continue work
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on the Enhancement if Rimini Street determines that the duration to complete the Enhancement will exceed
twenty-five percent (25%) of the original duration given by Rimini Street for completion. Rimini Street will
not continue work on such Enhancement without approval from Client.
C. Projects. Any request for an Enhancement that will require special skills or knowledge i)
outside of the Application Management Services support for the Covered Products, as determined solely
by Rimini Street, will be considered a separate project. A separate statement of work will be mutually
agreed upon for each project and signed by both Parties before Rimini Street commences work for any
such project. The service level agreements set forth in Section 4 below shall not apply to any project
requested hereunder. wo
D. Transition to Application Management Service Support. Rimini Street shall perform o
the activities that it deems necessary to transition Client to application management service support 2
("Transition Services") and Client shall provide detailed information to Rimini Street as requested by o
Rimini Street to complete the Transition Services. Rimini Street anticipates the transition period will span ,
an estimated period of twelve (12) weeks, beginning on the AMS JDE SOW Effective Date ("Transition c
Period"). The completion of the Transition Period is dependent on Client's assistance with the Transition
Services, including timely provision of information or assistance requested by Rimini Street. Remote S
access must be established before Rimini Street can begin working on Incidents, Service Requests, or
Enhancements. Transition Services will be performed remotely unless otherwise agreed by the Parties.
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2. Support Period E
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Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United
States Pacific Time on the AMS JDE SOW Effective Date and ending at one minute before midnight(11:59 3
p.m.) United States Pacific Time on November 30, 2038 ("Support Period"). U
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3. Termination by Client 0
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Client may not terminate this AMS JDE SOW at any time during Years 1 through 3 of the Support Period
except for cause pursuant to the Agreement. Thereafter, Client may terminate Services for all Covered �*
Products in this AMS JDE SOW at the end of a Support Period Year with no less than ninety (90)calendar
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days written notice prior to the start date of any subsequent Support Period Year set forth in Section 5.A 3:
below, for no reason, provided that all fees, taxes, duties, and expense reimbursements due under this 0
AMS JDE SOW shall be paid by Client to Rimini Street on or before the actual date of termination.
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4. Service Level Agreement
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During the Support Period, Client will be entitled to receive support twenty-four(24) hours a day, seven (7) U)
days a week (including major holidays)for Critical Incident (P1) cases and Critical Service Requests (P1).
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Response time commitment for a first live conversation with a Rimini Street engineer after Client contacts M
Rimini Street with a request for support on a Critical Incident or Critical Service Request case is ten (10)
minutes or less. Client will be entitled to receive support for all other Incidents and Service Requests during t°
Rimini Street Business Hours as specified in Schedule A. Response time commitments and communication p
update intervals for each Incident are detailed in Section 4.A Table 1 below and for each Service Request N
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in Section 4.13 Table 1 below. Business Impact Guidelines for Incidents for each Client Priority Level are
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detailed in Section 4.A Table 2 below. Business Impact Guidelines for Service Requests for each Client 1
Priority Level are detailed in Section 4.13 Table 2 below. o
Resolution SLAs will have a six (6) month stabilization period from the start of support go-live. During this v
time, SLAs will be used for internal tracking only. Data capture and measurement of SLA attainment will
be tracked using data from the Rimini Street ServiceNow System. SLA attainment will be measured on a a)
calendar quarter period. z
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A. Service Level Agreement (SLA) for Incidents'
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Table 1 c0i
Incident Client Rimini Street Client Resolution Target
Severity Priority Initial Response Communications cn
Level Commitment Update
Commitment2
Critical Priority 1 10 Elapsed 2 Elapsed Hours 4 Elapsed Hours 95%
Incidents Minutes (Follow the Sun) (Follow the Sun)
Serious Priority 2 15 Business 4 Business Hours 8 Business Hours 93% o
Incidents Minutes
Standard Priority 3 1 Business Day 2 Business Days 3 Business Days 93% 12
Incidents "M
Questions Priority 4 1 Business Day 4 Business Days 5 Business Days 93% o
&Answers
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Table 2
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Client PriorityLevel Business Impact Guidelines for Incidents2* },
Priority 1 (P1) Incident where a supported Covered Product is completely unavailable to users or
is working at a severely degraded capacity/performance level for multiple users N
that makes Covered Product unusable; or E
Incident has a major impact to external client/customer; or E
Incident is impacting revenue or time sensitive regulatory compliance
AND no acceptable workaround exists.
Priority 2 (P2) Incident where a supported Covered Product's functionality has become limited or 3
is working at marginally degraded capacity or performance for multiple users AND U
no acceptable workaround exists; or
Incident where a Covered Product component is unavailable or is working at a
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severely degraded capacity/performance c)
AND an acceptable workaround exists.
Priority 3 (P3) Incident 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 i
activities; or 0
Incident 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). E
Priority 4 (P4) General request for information or"how to" (Questions &Answers); or W
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Report of event not causing impact to work operation or production. in
'Measured on a quarterly calculation with annual adjustments with initial six(6)month stabilization period. All references to Hours or
Elapsed Hours in the Service Level Agreement means Business Hours unless otherwise stated. W
'If resolution of an Incident is dependent upon some interim measure, such as developing a software patch, etc., an alternative M
communication update commitment may be defined and agreed upon with Client.
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B. Service Level Agreement (SLA) for Service Requests'
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Table 1 c0i
Service Client Rimini Street Client Fulfillment Target
Request Priority Initial Response Communications cn
Severity Level Commitment Update
Commitment2
Emergency Priority 1 10 Elapsed Based on Service Key Services3 95%
Request Minutes Type4
Time Priority 2 15 Business Based on Service Key Services3 93% o
Sensitive Minutes Type4
Request 12
Routine Priority 3 1 Business Day 5 Business Days Based on Not Applicable
Service Service Type4 0
Questions & Priority 4 1 Business Day 5 Business Days Not Applicable Not Applicable
Answers
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Table 2
Client Priority Level Business Impact Guidelines for Service Requests2
Priority 1 (P1) Emergency request where timing is critical N
-Service fulfillment is required for production environment E
-Time of service delivery is critical to the normal processing of a production E
service
-Emergency requests are designed to be for exceptional circumstances likely
revenue or security impacting 3
-Response time is within 10 Elapsed Minutes, 24x7
-Updates are on a `follow-the-sun' basis M
Priority 2 (P2) Request for a standard request where timing is important a
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-Key Services3 must be pre-defined Service Catalog items c)
-Procedures are pre-defined and already agreed by Client and Rimini Street 0 r
(standard change)
-Delivery targets are pre-defined and already agreed by Rimini Street (times vary i
but targets are standard for all P2) 0
-Can be production or non-production
Priority 3 (P3) Request is for a standard request which is not time-bound °
-Not Key Services3 (must be pre-defined Service Catalog items) 0
-Delivery procedures must be pre-defined (standard change) aEi
-For example, off-cycle delivery of standard maintenance
-Can be production or non-production in
-Machine-created Service Requests must default to P3
Priority 4 (P4) General request for information or"how to" Questions &Answers inquiries to
Postponed Service Requests awaiting a window to be applied in a batch
'Measured on a quarterly calculation with annual adjustments with initial six(6)month stabilization period. All references to Hours or �p
Elapsed Hours in the Service Level Agreement means Business Hours unless otherwise stated.
'If resolution of a Service Request is dependent upon some interim measure,such as developing a software patch,etc.,an alternative O
communication update commitment may be defined and agreed upon with Client. N
3Key Services will be identified and agreed upon by the Parties during the Transition Period.
'Service Type will be agreed upon by the Parties during the Transition Period. Y
5. Fees and Payment Schedule
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A. Annual Support Fees. In consideration for Services provided pursuant to this AMS JDE
SOW, Client agrees to pay Rimini Street fees ("Annual Support Fees")for each year the AMS JDE SOW 0
remains in effect during the Support Period in accordance with the terms set forth herein as follows: for the E
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period from the AMS JDE SOW Effective Date through November 30, 2024 (Year 1 of the Support Period), U
the Annual Support Fee shall be $ 135,000.00 USD; for the period from December 1, 2024 through August Q
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31, 2025 (Year 2 of the Support Period) the Annual Support Fee shall be $101,250 USD; for the period
from September 1, 2025 through August 31, 2026 (Year 3 of the Support Period), the Annual Support Fee
shall be $135,000.00 USD. Should the Parties extend the term of the Support Period by a written
amendment signed by both Parties,the Annual Support Fee for the period from September 1, 2026 through
August 31, 2027 (Year 4 of the Support Period)shall be$ 141,885.00 USD and, for each subsequent Year i)
of the Support Period thereafter, the Annual Support Fee shall increase by 5.1% over the fee for Services
paid by Client for the immediately preceding contiguous Year.
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Notwithstanding the foregoing, in the event of any acquisition, merger or other change of control that adds
additional Covered Products or increases the license usage of any Covered Product, the Services scope wo
expands or changes in a way that requires additional or different labor, or in the event Client adds additional
Covered Products or increases the license usage of any Covered Product, including such additions or o
increases for the Covered Products set forth in Schedule A of this AMS JDE SOW, the Annual Support 2
Fees will be subject to an equitable adjustment to reflect the increase in the number of Covered Products o
or additional products, increase in the license usage of any Covered Product or additional products, or any 2
changes in scope of the services related to any acquisition, merger, or other change of control. Any i
adjustment of the Annual Support Fees shall also be subject to the annual percentage increase described
above in this Section 5.A. S
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B. Additional Fees. Client agrees to pay Rimini Street the following additional fees: '
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I. Additional Enhancement Hours. Once Client has used the Enhancement Hours allotted E
for the applicable Year of the Support Period, Client will be required to purchase additional E
Enhancement Hours to request Enhancements. Client must purchase a minimum of one
hundred (100) Enhancement Hours per request,which may be used during the Year of the 3
Support Period in which such Enhancement Hours are purchased. The additional fees for
such Enhancement Hours are $ 120.00 USD per hour. All Enhancement Hours will expire L
at the end of the Year of the Support Period in which the Enhancement Hours were
purchased with no credit given. O
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II. Invoicing. The total amount for additional Enhancement Hours purchased under this
Section 5.13 shall be paid in advance of such Services being provided. Rimini Street will
invoice Client for the total amount due for the amount of Enhancement Hours purchased o
by Client and payment shall be due and payable within thirty (30) days following the date 3:
of Rimini Street's invoice. All payments to Rimini Street are nonrefundable, except to the o
extent otherwise expressly provided in the Agreement or this AMS JDE SOW.
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C. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street
according to the following agreed payment schedule ("Payment Schedule"): N
Payment Schedule Amount(LISD)
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Year 1 of the Support Period: Payment shall be invoiced and due $135,000.00 M
and payable on the AMS JDE SOW Effective Date
Subsequent Support Period Years: Payment shall be invoiced on $ As calculated per Section 5.A
or around sixty (60) days prior to the start date of each subsequent above O
Support Period Year and due and payable on or before the start date N
of the next subsequent Support Period Year
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A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of 0,
this AMS JDE SOW and annually thereafter at least sixty(60)days prior to the start date of each subsequent v
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.
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6. Additional Client Obligations
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A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to 2
assure that Rimini Street provided fixes and updates perform as documented with the J.D. Edwards System
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before and after moving said fixes and updates into any production environment. cn
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B. Access to Software. Client acknowledges that, in order for Rimini Street to provide the
Services hereunder, Rimini Street may need, and Client therefore authorizes Rimini Street, to: (i) access,
install, work with, configure, test, and possibly modify the Covered Products, which are used in the J.D.
Edwards Production Release (as well as the Target J.D. Edwards Production Release for any upgrade w
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project that Client undertakes), including development, test and production environment(s) and (ii) access
the Client Archive (if any, and if Client requests that Rimini Street access the Client Archive in providing 12
Services under this AMS JDE SOW). Accordingly, Client shall provide Rimini Street with remote access to
one or more production, non-production, development, and test environment(s), on servers owned, leased, o
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 an "Environment"). Client shall
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also procure the necessary Covered Products licenses, seat or otherwise,to permit Rimini Street to access,
install,work with, configure,test and possibly modify the Covered Products. Each Environment and remote },
access connectivity thereto must meet the technical requirements provided by Rimini Street to Client,which
may evolve and change over time due to changes in technology, connectivity options, Client's N
Environment(s)or other reasons ("Technical Requirements"). Client understands and agrees that Rimini
Street will be unable to access the Environments until Client confirms compliance in writing with current S
Technical Requirements. Client represents and warrants that any Services related to Client's Covered E
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Products as expressly contemplated under this AMS JDE SOW are permitted under Client's relevant
software vendor license(s)for the Covered Products. 3
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C. Internal Client Support. Client is responsible for providing Help Desk Support and L
System Administration Support not covered by this AMS JDE SOW (for example Operating System and c
Workstation administration). During the Transition Period, Client is responsible for addressing all Incidents v
while Rimini Street is conducting knowledge transfer activities. $
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I. Enhancements. With each Enhancement request, Client shall provide documentation that Y
details the scope and intent of the Enhancement. ?'L0
II. Other Responsibilities. Client is responsible for providing the following services: c
networking connectivity and hardware changes and fixes.
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III. Facilities and Equipment Needed to Provide Remote Services. Client will provide
remote access and dedicated administration machines with all necessary software for N
Rimini Street's use in providing Services remotely.
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IV. User Accounts&Access to Personnel. Client will create user accounts for Rimini Street M
personnel providing Services under this AMS JDE SOW and grant the needed access and
permissions to deliver the Services. Client also agrees to provide Rimini Street all required
access to key personnel capable of transferring the business knowledge necessary for the N
delivery of the Services and any information required as part of the transition to the T
Services hereunder.
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D. Service Request Authorization and Changes to Production Data. Client represents o
that Client personnel who submit Service Requests and Enhancement requests are authorized to request
such Services on behalf of Client and that no additional approvals are needed from Client prior to Rimini v
Street performing such Services. Client acknowledges that certain Service Requests and Enhancement c
requests may result in changes to Client production data and Client hereby authorizes Rimini Street to E
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make such changes. Client is responsible for all changes to Client production data made as a result of a z
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Service Request or Enhancement request.
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7. Additional Services Terms
All following service terms and definitions plus additional terms apply to the Services described in Section
1 of this AMS JDE SOW: U)
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A. Definitions. The following definitions are used throughout this AMS JDE SOW:
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I. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday. p
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II. Business Day: Nine (9) Business Hours. ,O
III. Business Minutes: Minutes during the Client Support Team Business Hours specified in o
Schedule A.
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IV. Covered Products: The products listed in Schedule A of this AMS JDE SOW, attached
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V. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case). y
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VI. Enhancement: A request from a user logged into the ITSM that initiates any change to E
the capabilities of the Covered Products from the previous specifications and can be R
accomplished with the skills and knowledge of the Rimini Street Application Management
Services support team for the Covered Products, as determined solely by Rimini Street, 3
via modification of the Covered Products using standard tools within the Covered Products. U
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VII. Fulfillment: Completion of a Service Request or Enhancement as agreed upon in the r_
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Service Catalog for a Key Service. v
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Vill. Incident: An unplanned interruption to an IT service or reduction in the quality of an IT
service to be addressed pursuant to Table 1 of Section 4.A that meets all of the following i
criteria: (i)found by Client or Rimini Street in the J.D. Edwards Technology Foundation or 0
J.D. Edwards Applications or in any updates and fixes provided to Client by Rimini Street
or Oracle or obtained by Client from Oracle for the Covered Products; (ii) Client or Rimini 0
Street becomes aware of the Incident during the Support Period and logs the Incident in
the ITSM System during the applicable Support Period; and (iii) meets one of the four aEi
Priority Level criteria set forth on Table 2 of Section 4.A.
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IX. ITSM: The IT service management system set forth in Schedule A.
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X. Key Service: A Service Request type that is identified in the Service Catalog as a Key
Service. These service types are common, repeatable and time boxed task that are core m
to the running of the system.
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XI. Resolution: Resolution of Incident or provide an acceptable workaround that allows for
restoration of the service to an acceptable level, as determined by Rimini Street. Y
XII. Resolution SLA: Agreed upon time for resolution of an Incident based on priority of the 0
Incident as defined in Section 4.A Table 1. Resolution time excludes the time the Rimini v
Street AMS team is waiting on information, approvals, or other information from Client as
captured in the status of the support ticket, issues requiring product support engagement
or third-party service providers. E
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XIII. Service Request: A request from a user logged into the ITSM that initiates a service
action and can be accomplished with the skills and knowledge of the Rimini Street
Application Management Services support team for the Covered Products, as determined
solely by Rimini Street, via modifications of the Covered Products using standard tools s'
within the Covered Products. )
B. Third Party Products. For the avoidance of doubt,the Application Management Services
in Section 1.A above includes support services only for interfaces between Client's J.D. Edwards System
and third-party products, but in no event does the Application Management Services in Section 1.A above M
include support for any third-party products. Rimini Street will not provide any fixes or updates for any third o
party, non-Oracle products used with, imbedded, integrated, or bundled with the Covered Products. For
purposes of example only, such third-party products include, but are not limited to, operating systems, o
database systems, application servers, web servers, online processing tools, reporting tools, and analytic 2
tools. o
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C. Assumptions. Rimini Street has made the following specific assumptions for the Services c
set forth in this AMS JDE SOW: all Services in this AMS JDE SOW will be provided remotely unless
otherwise agreed to in writing by Client and Rimini Street and Rimini Street will not have access to the S
operating systems of Client's environments. At the sole discretion of Rimini Street, Services will be provided
using Rimini Street's remote global staffing model,which includes resources in India, Brazil, Mexico, United
States, Canada, Australia, Japan, and South Korea. Rimini Street, at its discretion, may add resources in E
additional countries at any time. The Services set forth in this AMS JDE SOW are contingent upon the E
information gathered during the scoping phase with Client and the Annual Support Fees have been E
calculated based on the information and assumptions set forth in Schedule A and in this AMS JDE SOW.
Rimini Street may conduct a review of ticket volumes at the end of Year 1 of the Support Period. If such 3
assumptions are not met, Client or Rimini Street desire to change an assumption, or the ticket volume
exceeds the amount set forth in Schedule A or the ticket volume provided by Client during the scoping L
phase, Client and Rimini Street will renegotiate the stated assumptions and Annual Support Fees. Any
changes to the assumptions and Annual Support Fees shall be set forth in a written amendment that is
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signed by Client and Rimini Street. All Services will be provided during the Rimini Street Business o
Hours/Time Zone set forth in Schedule A, unless otherwise agreed to in writing by the Client and Rimini
Street. All Services will be provided in the language set forth in Schedule A, unless otherwise agreed to in
writing by Client and Rimini Street. Remote access to Client's Environments set forth in Section 6.13 above o
must be established in order for the Services to be provided. Rimini Street will only provide to Client the 3:
Services defined in Section 1 above. The Service Level Agreements in Section 4 above apply following the o
end of the six(6) month stabilization period. Client will be entitled to receive support twenty-four(24) hours
a day, seven (7)days a week(including major holidays)for Critical Incident(P1)cases and Critical Service
Requests(P1)as set forth in Section 4 above. Client will be entitled to receive support for all other Incidents
and Service Requests (P2 — P4) during Rimini Street Business Hours set forth in Schedule A, unless N
otherwise agreed to in writing by Client and Rimini Street.
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D. ITSM Availability and Integration. Rimini Street shall provide a web-based ITSM system M
for the purpose of logging and managing Incidents described in Section 1.A. In the event Client's ITSM
system is set forth in Schedule A, Rimini Street will need the ability to bi-directionally move Incident, Service t°
Request and Enhancement request data between Client's ITSM system and Rimini Street's ITSM system. p
Client is responsible for ensuring 247 access and availability to Client's ITSM system. In the event Client's N
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ITSM system is set forth in Schedule A, the Parties will develop an integration between Client's ITSM
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system and Rimini Street's ITSM system during the Transition Period and Client will provide reasonable 1
assistance in the building and testing of automated interfaces between the systems. The Annual Support o
Fee includes the Rimini Street fee for the first integration between Rimini Street's ITSM system and Client's
ITSM system. If Client requests an integration with a different Client ITSM system,then an additional Rimini v
Street fee will apply for such integration.
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E. Exclusions. The Parties acknowledge that unless the activities are listed in Schedule B, z
attached hereto, the following activities are not included in scope of Services for this AMS JDE SOW, r
including but not limited to (see also Section 75 below): creating, installing or applying patches, installing Q
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or applying third party vendor upgrades, creating data backups, restores, and implementation of disaster
recovery plans or solutions. Client understands and acknowledges that the scope of this AMS JDE SOW
expressly excludes any copying of J.D. Edwards software source code and expressly excludes support for
any object Incidents other than for those listed as covered in Schedule A.
m
F. Additional Services or Software. Any services or software required by Client outside the
defined Services in this AMS JDE SOW are expressly excluded from the scope of this AMS JDE SOW.
Rimini Street will not perform out-of-scope services or provide out-of-scope software without Client's pre-
approval in writing. If Client desires Rimini Street to provide additional out-of-scope services or software,
including any additional tools such as security programs, platforms or software, such services and software o
will all be considered out of scope and subject to additional fees. If such out-of-scope services are desired
by Client, separate agreements in the form of an amendment to this AMS JDE SOW or an additional SOW o
will need to be executed by the Parties prior to Rimini Street performing such services. 2
c
G. 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 E
of their respective owners.
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8. Client Contacts
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Primary Contact Billing Contact Shipping Contact E
Name:Tara Duckworth Name: Same as Prima Name: Same as Primary
Address1:220 4th Avenue South Address1: Address1: iE
City,St,Zip:Kent,Washington 98032 City,St,Zip: City,St,Zi
Phone:+1 253 856-4638 Phone: Phone:
Email:tduckworth@kentwa.gov Email: Email: 3
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9. Signatures
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The undersigned represent and warrant that they are authorized, as representatives of the party on whose
behalf they are signing, to sign this AMS JDE SOW and to bind their respective party thereto. m
For Client: For Rimini Street Inc.: o
0
Authorized Signature Authorized Signature c
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Dana Rall2h Seth Ravin 2
Printed Name Printed Name N
Mayer CEO
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Title Title
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11/8/2023 October 25, 2023
Date Date p
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Rimini Street, Inc. Proprietary & Confidential
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Schedule A
to Statement of Work No. 6
Enhancement Hours Bank: Zero 0 (�
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time ca
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Production Instances Supported: One 1 cv
Number of Current Active Users: Two Hundred 200
Number of P1 Tickets per Month: Two 2 W
Hardware,Database and Operating System: Oracle Database 10.2.0.1
ITSM System: Rimini Street ServiceNow
Client ITSM System if applicable): Not Applicable
Integration between Client ITSM System and Rimini Street No
ITSM System: O
Rimini Street Watch Included: No
Batch Job Monitoring: Overnight between 8 p.m.and 6 a.m. PST c
Batch Job Break/Fix: During Client Support Team Business Hours/Time Zone stated r
above in this Schedule A c
Cases created by Rimini Watch will be handled by Rimini During Client Support Team Business Hours/Time Zone stated
Street during the following time: above in this Schedule A O
Number of Rimini Street Watch Monitored Servers: Zero 0
Countries Supported:United States(Note:Subject to Client possessing country materials for each country supported for a Covered
Product.Additional countries may be added after the AMS JDE SOW Effective Date at Client's discretion,subject to reasonable fees E
to be agreed upon by the Parties. Client shall provide Rimini Street a written request for new country additions at least ninety(90)
days in advance of Client's desired go-live date with each country addition.) t
3
Covered Products
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JD Edwards Product/Module Current Release Level and Notes Op
Tools Release Level U
1 JDE E1 General Ledger 9.1 O
2 JDE E1 Accounts Pa ables 9.1 to
3 JDE E1 Fixed Assets 9.1
4 JDE E1 Accounts Receivable 9.1
5 1 JDE E1 Capital Asset Management 9.1
6 JDE E1 Procurement 9.1
7 JDE E1 Project Costing 9.1 O
8 JDE E1 Cost Accounting 9.1 C
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8.J.a
Schedule B
to Statement of Work No. 6
Roles and Responsibilities U)
For each activity, Rimini Street and Client will assume the responsibilities in the responsibility matrix below.
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During the course of providing the Services, either Rimini Street or Client may recommend modifications to
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this table and make changes with mutual agreement as provided in the Change Management Procedures o
and consideration of any impact of increase or decrease of scope and fees that may result.
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Application Management Services(AMS)for Oracle J.D.Edwards Rimini Street Client c
Responsibility Matrix O
1 Case Management
2 Case Submission X
3 Case Triage X y
4 Recreate reported issues in Client test environment,as necessary X c
5 Generate log,trace,and diagnostic artifacts,as necessary X
6 Coordinate with User community for additional details as required X m
7 Manage reported Incidents to resolution X N
8 Root Cause Analysis, if applicable X
9 Periodic Reporting and Trend Analysis X
10 Monthly report of activities completed during the previous month X E
11 Recommend changes to training,process,policies,and best practices based on
case volumes and trends X
12 Application Management 3
13 Application User Management X r
14 Define and implement User Administration Strategy X v
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15 Define User Approval Routing X
16 Functional inquiries Guidance on how to make inquiries) X 0
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17 Application Troubleshooting X U
18 Application-Error resolution X O
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19 Master and Transactional Data ownership X m
20 Correct or Modify Master and Transactional Data as required and approved by
Client X
21 Covered Products Support O
22 Work with Support Services engineers for Covered Product support X
23 Receive Covered Product fixes and test/implement in Client non-Production O
environment/Production environment X C
24 Mi rate final product fix to Client Production environment,as approved by Client X
25 Recommendation and Implementation of Performance Remediation Measures X y
26 Application Administration(App/web servers, Process Scheduler,Report/Ren X R
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servers) N
27 Document processes by tasks(e.g. Log file cleanup,package build checklist, X
month) tasks
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28 Enhancement Services' M
29 Change Management Strategy X
30 Change Request creation X
31 Change Request budgeting&approval X
32 Requirement Specification X O
33 Requirement estimation and communication X N
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34 Configuration and Development within Covered Product X
35 Configuration and Development outside Covered Product X Y
36 Functional and Technical design X G
37 Test Case Scenarios X
38 Unit Testing X +=
39 Integration Testing X X U
40 User Acceptance Testing X
41 Migration to Client Production environment,as approved by Client X
42 End User Training X E
43 Release and Deployment Management v
44 Manage migration plan and strategy X f°
45 Release Management documentation X Q
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Application Management Services(AMS)for Oracle J.D.Edwards Rimini Street Client
Responsibility Matrix N
46 Deploying Rimini Street developed custom code units/packages into Client X v
non-Production environments
47 Approve Rimini Street developed custom code units/packages deployment into X
Client Production environment N
48 Deploying Rimini Street developed custom code units/packages,approved by X
Client,into Client Production environment
49 Support of new projects in Client Production environment completed by Rimini X
Street under Enhancement Hours O
50 Tax,Legal,and Regulatory Support
51 Tax,Legal,and Regulatory Research and Notifications X W
52 Delivery of Tax, Legal,and Regulatory Updates X
53 Application of Tax,Legal,and Regulatory Updates as approved by Client X
54 Support of Tax,Legal,and Regulatory Updates X
55 Application Expansion'
56 Roll out of application to new region X
57 Application and Tools upgrades From Client Archives X
58 Major Enhancements/Projects X to
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59 New Language Installations X d
60 Technology Management
61 Oracle DB Refreshes,Backups,and Restores X +,
62 DB2 Refreshes,Backups,and Restores X
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63 SQL Server Refreshes,Backups,and Restores X
64 Network, Infrastructure,and Operating System Implementation and Maintenance X _
65 Help Desk Support outside of Covered Products X E
66 User Administration outside of Covered Products X E
67 Configurable Network Computing CNC Administration Rimini Street Client
68 J.D.Edwards System Health Check X t
69 Object Management Workbench OMW Project Promotions X 3
70 Package Builds and Deployment X
71 Log Clean-up X
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72 Application of Electronic Software Updates and Tools Releases from Client X
Archive 3
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73 Setup/Updates of Printer Definitions with J.D.Edwards software X U
74 Monitoring of Server Manager X O
75 Process Scheduler monitoring and maintenance PD to DV X to
76 Report Manager monitoring and maintenance X
77 Long running queries monitoring and maintenance X
78 Workflow queue monitoring and maintenance X O
79 Integration broker/nodes monitoring and maintenance of business services and
third-party integrations X O
80 Batch Queue monitoring X
81 Monitor and manage J.D.Edwards Table Spaces X O
82 Manage OCM including Path/Environment Settings X E
83 Application Server Manager-HTML servers,BSSV servers,Enterprise servers, X
AIS servers(e.g.,monitoring,stopping,starting, restarting,rebooting) CO)
84 Create new Web and Application Servers as required X
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'Limited to the amount of Enhancement hours included in the SOW along with any additional Enhancement hours purchased to
2Requires additional scoping and separate SOW co
30ptional-requires Scoping and separate SOW based on estimate per tools upgrade p
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Any activities that would involve Rimini Street copying J.D.Edwards software source code are expressly excluded from the Services.
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All Services are subject to Client's software vendor license(s)permitting such Services to be performed for the Covered Products. Y
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Original Contract, Amendment #1, and Previous SOWs
8.J.b
Master Services Agreement
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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, c
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 L
"Parties." This Agreement is effective as of the date of the last signature of the Parties below ("Effective Date").
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The Parties agree as follows:
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1. Services `E
Rimini Street shall provide Client with the services described in each Statement of Work ("SOW") issued under this E
Agreement (the "Services"). This Agreement shall govern all Services during the term of this Agreement and is subject
it
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. L
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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 Y
City's sole discretion,to renew for an additional five(5) year term. This Agreement shall terminate automatically upon either 0
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 o
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Agreement. _
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3. Termination °'
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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 ti
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 L
to pay for Rimini Street's Services under such SOW, provided that all fees, taxes, duties, and expense reimbursements due 0
under the SOW for the annual support service term provided by Rimini Street prior to termination were paid by Client on or a
before the actual date of termination. If the Client's legislative body fails to appropriate or obtain fiscal funding and the cn
applicable SOW's next annual support period year is set to renew in less than ninety(90)days from the date of the legislative w
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.
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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, L-.cy
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 S
period. E
4. Confidentiality CE
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A. Confidential Information. During the course of the Parties' relationship, a Party may have access to the 0
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, c
research, intellectual property, inventions, processes, designs, marketing, future business strategies, trade secrets, 1?
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finances, and other nonpublic information of the disclosing Party. r
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 E
without a confidentiality obligation prior to its disclosure by the disclosing Party; (ii) is, or becomes, generally known to the t
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public without breach of this Agreement; (iii) is obtained by the receiving Party in good faith from a third party without any L
communicated confidentiality obligation; (iv) is independently developed by the receiving Party without use of the disclosing 4°
Party's Confidential Information; or (v) is authorized in writing by the disclosing Party to be released from the confidentiality c
obligations of this Agreement. O
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C. Nan-Disclosure. The receiving Party shall use the disclosing Party's Confidential Information only for E
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 r
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 E
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 L
obligations under this Agreement shall survive expiration or termination of the last effective SOW issued under this
Agreement by two (2)years. O
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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 c
reasonable, provide the disclosing Party with prompt written notice so the disclosing Party may, at the disclosing Party's 0
expense, seek a protective order or other appropriate remedy to protect such information. If such protective order or other o
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 E
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 E
the event of alternative dispute resolution), such failure shall not be a violation of this Agreement. r
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5. Effective Performance of Services
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Rimini Street shall perform the Services in a timely manner in accordance with each applicable SOW using qualified
personnel. Client shalg provide a primary point of contact for each SOW who shall be Client's authorized representative to 0
work with Rimini Street regarding the Services. Client shall provide qualified personnel capable of: (i) making necessary a
and timely decisions on behalf of Client; (ii) implementing Rimini Street's advice and recommendations; (iii) facilitating the
testingof an deliverables provided b Rimini Street or the on final software vendor; and (iv) and customizing, installing, LU
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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 c
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 S
access to Client's location(s) as reasonably requested by Rimini Street for effective performance of Services, as well as E
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 B
expenses, for which Client agrees to reimburse Rimini Street within twenty(20)days after Rimini Street provides Client with O
reasonable and appropriate expense documentation.
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6. Work Product Co
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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 E
Product"). Rimini Street Work Product shall not include any intellectual property owned by Client or a third party unless
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Rimini Street or Client has procured proper permission for the inclusion of such third party intellectual property. Subject to L
the foregoing, as between Rimini Street and the Client, all intellectual property rights related to Rimini Street, Rimini Street 0
Work Product, or the Services, in whole or in part, are and shall remain the exclusive property of Rimini Street.
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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 L
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, S
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. E
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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 r
access or use of the Rimini Street Work Product by Client's Authorized Recipients that violates this Agreement. In addition, o
the Rimini Street Work Product licensed to Client, and the Services provided to Client, under this Agreement may be used L)
by, and for the benefit of, Client's Affiliates (as defined below) to the same extent Client is allowed to use and benefit from o
such Services, provided that: (i) each such Affiliate has the right to use the Covered Products set forth in Schedule A of W
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, C
conditions and limitations of this Agreement and each applicable SOW; (iii)Client, as the signatory to this Agreement, shall 3l::
be responsible for such Affiliates' compliance with the terms, conditions and limitations of this Agreement, and shall S
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. ..
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8. Indemnity M
Rimini Street shall indemnify, defend or, at its sole option (subject to the restrictions set forth below), settle, and hold Client, 0
0.
its officers, officials, employees, and agents harmless against any third party claims, including all legal costs and attorney a
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 o
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 c
(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, E
and the sole authority to defend or settle such claim. In addition to providing any indemnification owed to Client, Rimini E
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 E
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 O
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 M
control of settlement. Rimini Street shall not enter into any settlement that imposes any legal liability or financial obligation o0
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. E
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9. Limited Warranty
4
Each Party warrants that it has full legal authority to enter into this Agreement and perform its obligations hereunder, and
f that no third party rights or permissions are required in order for it to do so. Client warrants that the entity entering into any o
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 E
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 L
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 E
THIS AGREEMENT, THE PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, E
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR USE. it
10. Limitation of Liability 3
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NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR 2-
CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF IT HAS BEEN ADVISED OF THE o
POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT, WITH RESPECT TO ANY INFRINGEMENT CLAIM FOR WHICH L)
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 ,L
DAMAGES AWARDED AGAINST CLIENT IN THE INDEMNIFIED CLAIM. EACH PARTY'S AGGREGATE LIABILITY FOR o
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 o
SERVICES PURSUANT TO ANY SOW (WHETHER IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE 5
GREATER OF $ 1,000,000.00 USD OR THREE (3) TIMES THE AMOUNT OF FEES RECEIVED BY RIMINI STREET E
FROM CLIENT PURSUANT TO THE APPLICABLE SOW FOR THE SUPPORT PERIOD YEAR IN WHICH THE ALLEGED (;
LIABILITYAROSE. THE PARTIES EXPRESSLY AGREE TO THIS ALLOCATION OF LIABILITY.
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11. Payment for Services
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Client shall make payments to Rimini Street in accordance with the payment schedule set forth in the applicable SOW, L
together with any applicable sales, use, value-added tax (VAT), or any other taxes applicable to the Services, however 0
designated, other than those based on Rimini Street's net income ("Payments"). Fees listed in any SOW are exclusive of C
any value-added tax (VAT) or other applicable taxes or duties. All past-due amounts not subject to a good faith dispute cn
shall bear interest at the lesser of one and one-half percent (1.5%) per month or the highest interest rate allowable under Lu
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 (D
invoice and Client requests that such tax or duty not be included, Client shall provide a tax exemption letter or its functional U)
equivalent in a form reasonably acceptable to Rimini Street prior to invoicing or, if such letter is not provided priorto invoicing, 'E
pay such tax or duty and seek a refund from the relevant taxing authority on Client's own behalf at a later date. E
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 0
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 M
of precedence shall be from the most recently properly executed amendment backward to the original contract document. o0
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13. Notice
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All notices shall be in writing and sent by United States mail with return receipt, registered mail, overnight mail, or well- 4°
known courier service, delivered to the addresses indicated below (or such other address as either Party may provide in c
writing to the other Party at least ten (10) business days prior to the date of any notice provided hereunder), unless otherwise o
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.
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For Rimini Street: —
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Rimini Street, Inc.
Attn: Legal Department
3993 Howard Hughes Parkway E
Suite 500 E
Las Vegas, Nevada 89169
For Client:
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City of Kent
Attn: Legal Department o
420 Fourth Avenue South v
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Kent, Washington 98032
14. Force Majeure 0
Each Party's failure to perform in a timely manner shall be excused to the extent caused by conditions beyond the reasonable o
control of the affected Party and which could not have been avoided by reasonable diligence. Such conditions may include r_
but are not limited to natural disaster, fire, accidents, actions or decrees of governmental bodies, Internet or other E
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 M
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. Q.
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15. Independent Contractor Status
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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 c
RCW, the Parties make the following representations:
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A. Rimini Street has the ability to control and direct the performance and details of its work, Client being U)
interested only in the results obtained under this Agreement. E
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B. Rimini Street maintains and pays for its own place of business from which Rimini Street's Services under
this Agreement may be performed. '
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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 0
independently established trade, occupation, profession, or business of the same nature as that involved under this ,
Agreement. o
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D. Rimini Street is responsible for filing as they become due aft necessary tax documents with appropriate
federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. —
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E. Rimini Street maintains a set of books dedicated to the expenses and earnings of its business. aD
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16. Legal Interpretation o
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No provision of this Agreement shall be construed against either Party by virtue of the fact of having drafted such provision. c
Each Party represents that it had a sufficient opportunity to consult with legal counsel and to fully consider and negotiate 2
the provisions of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, its invalidity 5
shall not affect the remainder of the Agreement, and to the maximum extent possible, such provision shall be interpreted to E
give effect to the original intent of the Parties while meeting the minimum requirements for vaildity, 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 L
cumulative and there shall be no obligation to exercise a particular remedy.
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17. General E
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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 3
means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and L)
jurisdiction of the King County Superior Court, King County,Washington, unless the Parties agree in writing to an alternative r
dispute resolution process. In any claim or lawsuit for damages arising from the Parties' performance of this Agreement, o
each Party shall pay all its legal costs and attorneys'fees incurred in defending or bringing such claim or lawsuit, including V
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 Y
Agreement may be brought by either Party more than one year after the cause of action accrued or was discovered. This 0
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 o
matter of this Agreement. Except as otherwise expressly provided, nothing in this Agreement creates any rights,obligations, r_
or benefits directly or indirectly to any non-Party. Neither Party shall assign or transfer this Agreement, nor its interest, E
rights or responsibilities under this Agreement, except with written consent of the other Party, provided that any assignment 2
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 2
for purposes of this prohibition. This Agreement and any SOWs under this Agreement may be signed in counterparts,which
together shall be deemed one instrument, and may be signed and delivered electronically.
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18. Discrimination L
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In the hiring of employees for the performance of work under this Agreement or any subcontract, Rimini Street, its C
subcontractors, or any person acting on behalf of Rimini Street or subcontractor shall not, by reason of race, religion, color, U)
sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate o
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.
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19. Insurance L
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Rimini Street shall procure and maintain for the duration of this Agreement, insurance of the types and in the amounts E
described in Exhibit B attached hereto and incorporated by this reference. E
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20. Work Performed at Rimini Street's Risk '
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Rimini Street shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and a�
subcontractors in the performance of the Services and shall utilize all protection necessary for that purpose. p
21. Miscellaneous Provisions o
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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. r_
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B. City Business License. Because it is anticipated that Rimini Street will provide all Services under this L
Agreement remotely, it is not necessary that Rimini Street obtain a city of Kent business license under Chapter 5.01 of the 0
Kent City Code. Should the nature of Rimini Street's Services change, this business license requirement may apply and c
Rimini Street may need to acquire a business license in the future. By its signature below, Rimini Street affirms that it has 0
reviewed Chapter 5.01 of the Kent City Code, understands it terms, and agrees to abide by its requirements.
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22. Signatures
The undersigned represent and warrant that they are authorized to sign on behalf of, and bind, their respective Party,
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For Client; For ni nc. E
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Authorized Signature Author' "' ature
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Thomas Shay
Printed Name Printed Name 0
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Title I Title CO
Julv 31. 2018 0
Date Date
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EXHIBIT A
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DECLARATION R
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CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
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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.
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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 E
willfully misrepresents itself with regard to the following directives, it will be considered a breach of this Agreement. E
The directives are as follows: }
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1. Rimini Street has read the attached City of Kent administrative policy number 1.2. L
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2. During the time of this Agreement Rimini Street will not discriminate in employment on the basis of sex, race, color, 0
national origin, age, or the presence of all sensory, mental or physical disability. 0
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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.
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4, During the time of the Agreement Rimini Street will actively consider hiring and promotion of women and minorities. o
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5. Before acceptance of this Agreement, an adherence statement will be signed by Rimini Street that it will comply with E
the requirements as set forth above. aD
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By sign' i w„ Rirrk treet agrees to fulfill the five requirements referenced above. cn
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By:
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For: T as Shay 0.
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Title: SVP & CIO U)
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Date:July 31, 2018
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CITY OF KENT
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ADMINISTRATIVE POLICY
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NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
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SUBJECT: MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 S
APPROVED BY Jim White, Mayor
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POLICY: E
Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, E
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. 0
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2. Actively consider for promotion and advancement available minorities and women. o
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 c 0
of the Agreement. 4-
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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. aEi
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1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with U)
the regulations and the City's equal employment opportunity policy.
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2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. cr
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CITY OF KENT
1 4-
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
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This form shall be filled out AFTER TERMINATION of this Agreement by Rimini Street,
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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").
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I declare that Rimini Street complied fully with all of the requirements and obligations as outlined in the City of Kent
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Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-
mentioned Agreement.
By:
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j EXHIBIT B L
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INSURANCE REQUIREMENTS
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Insurance
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i Rimini Street shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons S
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. L
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A. Minimum Scope of Insurance E
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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 3:
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 r
shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. Client shall be o
named as an insured under Rimini Street's Commercial General Liability insurance policy with respect to the work v
performed for Client using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement °
providing equivalent coverage.
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2. Professional Liability Errors Omissions insurance appropriate to Rimini Street's business. °
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B. Minimum Amounts of Insurance °
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Rimini Street shall maintain the following insurance limits: aEi
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1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, U)
$2,000,000 general aggregate and a $4,000,000 products-completed operations aggregate limit.
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2. Professional Lia.bilft Errors & Omissiansl insurance shall be written with limits no less than $1,000,000 per claim
and $1,000,000 policy aggregate limit. L
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C. Other Insurance Provisions a
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The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and o
Commercial General Liability insurance: 7
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1. Rimini Street's insurance coverage shall be primary insurance as respect to Client. Any insurance, self-insurance, S
or insurance pool coverage maintained by Client shall be excess of the Rimini Street's insurance and shall not
contribute with it.
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2, Rimini Street's insurance shall be endorsed to state that coverage shall not be cancelled by either Party, except E
after thirty(30) days prior written notice by certified mail, return receipt requested, has been given to Client. E
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3. Client shall be named as an additional insured on all policies (except Professional Liability) as respects work
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performed by or on behalf of Rimini Street and a copy of the endorsement naming Client as additional insured shall
be attached to the C:e.rtif ca,t ,,of...lnsurance.. 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 O
coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects c
to the limits of the insurer's liability. c?
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Q. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII, E
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E. Verification of Coverage o
Rimini Street shall furnish Client with original certificates and a copy of the amendatory endorsements, including but not c
necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Rimini Street before O
commencement of the work.
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F. Subcontractors c
Rimini Street shall include all subcontractors as insureds under its policies or shall furnish separate certificates and 0
endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance U)
requirements as stated herein for Rimini Street. E
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DATE(MWDDIYYYY) L
CERTIFICATE OF LIABILITY INSURANCE r
07130l2018
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. M
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IMPMUNT:If the certificate holder is an ADDITIONAL INSURED,the policy(iesJ must have ADDITIONAL INSURED provisions or be endorsed.It m �
SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this
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certificate does not confer rights to the certificate holder in lieu of such ondorsemei c
PRODUCER..... CONTACT
NAME: ............................
AOn Risk insurance Services West, Inc. li�Fi (856) 263 7122 FAX (800) 361-0105 W
San Francisco CA office (WC.Ns°Exai: _ AC.No..:
425 Market Street F-MAIL o
Suite 2800 ADDRESS'.
San Francisco CA 94105 USA
INSURERI5}AFFORDING COVERAGE NAIC# •�
INSURED INSURER A: Great Northern insurance Co. 20303
Rimini Street, Inc. INSURER B, Federal Insurance�.•.�.•.�.�.•om -�.................._____•_• �Company 20281 i=
3993 Howard Hughes Parkway, Suite 500
Las Vegas NV 89169-5992 USA INSURERC_ In Tan Harbor insurance Company 36940 3
INSURER D: V
MINSURER E-
iNSURER F:
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COVERAGES CERTIFICATE NUMBER: 970069986939 REVISION NUMBER- 0
T'H(S IS TO CERTIFY THAT THE POI,IClE.S OF INSURANCE LISTED I.3Ei.OW HAVE 13EEN ISSUED TO THE INSURED NAalitit;B A9OVE FOR THE POLICY PERIOD
.INDICATED.Nt}TV48iTIh9Sl'ANDING ANY RECH)IIRE:MENT,TERM OR CCJNDJJrI0 N OF ANY CONTRACT OR 071 COCUMENT WITH RESPECT TO WHICii Ti -W
to
CERTIFICATE MAY ICE.ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCdES DESCRIBE:)HEREIN IS $QB,BEGT TO ALL THE TERMS.. it
EXCLUSIONSAwND CONDITIONS OF SUCH P0I,ICIl;;S,t.1N6IT5 SHOWN iMAY HAVE BEEN REDUCED BY PAIL)CLAIMS. Limits shawnare aS rm Uaatsd Y
LTR TYPE OF INSURANCE i POLICY NUMBER LIMITS L
LAPMdDE}YYY'YYY M P L] Y b'
A X COMMERCIAL GENERAL
^LIABILITY EACH OCCURRENCE $1,000,000:
MS-MADE X {CLAIOCCUR C $1000 000 0
4. 11 PREMISES[Ea occun , ,
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MED EXP(Any one person)
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PERSONAL&ADV INJURY 000• ,40-,
_ ........ ...- .-....--d--��-........----_ rn
GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000- d
POLICY PRO FX]LOC PRODUCTS-COMPIOPAGG $2,000,000 r+
ECTW_____.._............ ........ h ++
OTHER: Cn
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A AUTOMOBILE LIABILITY 73591608 11/14/2017 11/14/2016!COMBINED SINGLE LIMIT rFa rri�pn} $1,000,00 �
ANYAU70 'BODILY INJURY{Per person} Z M
OWNED SCHEDULED BODILY INJURY(Per accident) y v
AUTOS ONLY AUTOS `" in
HI RED AUTOS NON-OWNED F
ra cider tDAMAGENAUTOS ONLY O
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R X UMBRELLALIAB X OGGUR 79996671 11 14 2017 11/14/20 9 EACH OCCURRENCE $5,000,000 C.7 3
EXCESS LIAB CLAIMS-MADE AGGREGATE^ W
LIED fSIETE4dTICFN �
WORKERS COMPENSATION AND 4T171 11F FORR
EMPLOYERS'LIABILITY Y L N - - -
ANY PROPRIETOR!PARTNER!EXECUTIVE N EL_EACH ACCIDENT t�
OFFICERIMEMBER EXCLUDED? N1IA
IMandalory in Ni E.,L,DISEASE EAEMPLCYEE
If yes,dasc:ribe under EL DISEASE-POLICY LIMIT (D
DESCRIPTION':OF OPERATIONS below N
c E&O-PL-Primary MTP90342I201 11/14/7 17' 2018 PoliCy Aggregate $1„UUtl,.C100
claims made Per Claim $1,000,000
SIR applies per policy ter is & condi ions Retention $50,000 ' �_
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORO 101,Additional Remarks Schedule,maybe attached if more 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 insurance available to an Additional Insured, but
only in accordance with the policy`s provisions. Umbrella policy provides excess limits over the General Liability policy. ,
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CERTIFICATE HOLDER CANCELLATION 00
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS. 00
City of Kent AUTHCRIZED REPRESENTATIVE ~
Attn: Lynette Smith
220 Fourth Avenue South
Kent WA 98032 USA
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01988.2015 ACORD CORPORATION.All rights reserved. Q
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
Packet Pg. 107
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COMMERCIAL AUTOMOBILE
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
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COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
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This endorsement modifies insurance provided under the following:
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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 CO 17 is SECTION tl—LIABILITY COVERAGE is r
deleted and replaced with the following: amended to add the following: op
b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the V
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 0
The Named Insured shown in the Declarations is the lessor; and
amended to include: (2) The"auto" is leased without a driver. o
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 0
the effective date of the Coverage Form. "auto"you hire. (D
However,the Named Insured does not include However,the lessor is an"insured" only r
any subsidiary that is an "insured"under any for"bodily injury"or"property damage" rn
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 o
you and over which you maintain majority any"employee"or agent of the a
ownership. However, the Named Insured lessor, operating an"auto"with the
does not include any newly formed or acquired permission of any of 1. and/or 2. LU
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organization: above_
(a)That is an "insured"under any other D. Persons And Organizations As Insureds
automobile policy; Under A Written Insured Contract J
(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 r
(c) 180 days or more after its acquisition or amended to add the following: L
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 E
formation_ covered "auto", provided that you and E
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 O
SECTION II—LIABILITY COVERAGE is amended to as an "insured".
add the following: However, such person or organization is e
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d. Any"employee" of yours while using a an "insured" only: 00
covered "auto"you don't own, hire or
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Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 E
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
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(1) with respect to the operation, d. Rental Expense R
maintenance or use of a covered We will pay the following expenses that you or r_
"auto"; and any of your"employees"are legally obligated r
(2) for"bodily injury"or"property damage" to pay because of a written contract or c
caused by an "accident"which takes agreement entered into for use of a rental a�
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: 9)
(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 E
3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual
EXCLUSION 6.5. -FELLOW EMPLOYEE—of damage to, or"loss"of, that vehicle, including E
SECTION II—LIABILITY COVERAGE does not apply. income lost due to absence of that vehicle for
4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY
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 o
maximum limit of$1,000. by the rental agency, as stated in the contract U
5. AUTO LOAN/LEASE GAP COVERAGE or agreement.
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Paragraph A. 4.—COVERAGE EXTENSIONS-of 4. $7,600 maximum total amount for paragraphs
SECTION Ili—PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined.
amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE o
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 Ill—PHYSICAL DAMAGE COVERAGE o
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 r
Coverage Section of the policy; and stolen covered"auto"to you. �g
2. Any: S. AIRBAG COVERAGE rn
a. Overdue loan/lease payments at the time of Paragraph B.3.a. -EXCLUSIONS—of SECTION ti
the"loss"; III —PHYSICAL DAMAGE COVERAGE does not to
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b. 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 L
high mileage; collectible insurance or warranty specifically Q.
c. Security deposits not returned by the lessor: designed to provide this coverage. a
d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC
Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE W
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 a�
lease if caused by: reproduces, receives or transmits audio, visual (D
1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: U)
Declarations indicate that Comprehensive (1) Permanently installed in or upon the E_
Coverage is provided for any covered"auto"; covered "auto"in a housing,opening or E
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; c
or (2) Removable from a permanently installed
3. Collision Coverage only if the Declarations indicate
that Collision Coverage is provided for any housing unit as described in Paragraph 0
covered"auto. 2.a. above or is an integral part of that
00
6. RENTAL AGENCY EXPENSE equipment;or Q
Paragraph A. 4.—COVERAGE EXTENSIONS—of (3) An integral part of such equipment. 00
SECTION III—PHYSICAL DAMAGE COVERAGE F_
is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE
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"Includes copyrighted material of Insurance Services Office, Inc.with its permission"
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Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or R
SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement r_
the following is added: that is entered into before such "loss .2
No deductible applies to glass damage if the glass To the extent that the"insured's"rights to
is repaired rather than repiaced. recover damages for all or part of any
11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not S
Paragraph D.-DEDUCTIBLE—of SECTION III-- been waived,those rights are transferred to m
PHYSICAL DAMAGE COVERAGE is amended to us.That person or organization must do r
add the following: everything necessary to secure our rights and cA
If this Coverage Form and any other Coverage must do nothing after"accident"or"loss"to c
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 L
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 V
deductible, It will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS-is deleted O
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 Y
ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form C
Paragraph A.2.a. -DUTIES IN THE EVENT OF because of such failure.
AN ACCIDENT, CLAIM, SUIT OR LOSS of o
SECTION IV-BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES c
deleted and replaced with the following: Paragraph B.5.-OTHER INSURANCE of E
a. In the event of"accident", claim, "suit"or SECTION IV—BUSINESS AUTO CONDITIONS- (;
"Ioss", 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" v)
(1) You or your authorized representative, if on your behalf and at your direction will be r`
you are an individual; considered an "auto"you hire. If an ti
(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 0
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company; or and at your direction, this insurance will be a
(4) An executive officer, insurance manager, primary to the"employee's"personal cn
or authorized representative, if you are an insurance. w
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— J
"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:
(5)A covered"auto"of the private passenger
(1) How, when and where the "accident"or
"loss"occurred; type is {eased, hired, rented or borrowed U)
(2) The"insured's"name and address; and without a driver for a period of 45 days or E
(3) To the extent possible, the names and ess; and
17 RESULTANT MENTAL ANGUISH COVERAGE
addresses of any injured persons or
.
witnesses. Paragraph C. of-SECTION V—DEFINITIONS is
deleted and replaced by the following:
13. WAIVER OF SUBROGATION c
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 L
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. 00
5. We will waive the right of recovery we would I?
otherwise have against another person or 00
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organization for"loss"to which this insurance
applies, provided the"insured" has waived 4
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"Includes copyrighted material of Insurance Services Office, Inc.with its permission"
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Policy Period NOVEMBER 14,2017 TO NOVEMBER 14,2018
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Effective Date NOVEMBER 14,2017
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Insured RIINIINI STREET,INC.
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Subdivision—Permits respect to liability arising out of operations performed by you or on your bebalf for which the state a
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Under Policy Exclusions the following exclusion is added:
Policy Exclusions
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Operations For State Or This insurance does not apply to bodily injury,property damage,adverdsmg injury or personal
Political Subdivision injury arising out of operations performed for any state or political subdivision designated as an r
insured. �
Designation Of State Or Political Subdivision E
PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO
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C H U B ETLiability Insurance 0
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Policy Period NOVEMBER 14,2017 TO NOVEMBER 14.2015 m
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Effective Date NOVEMBER 14,2017
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Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following (;
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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 o
Against Others operations or done under a contract with that person or organization and included in the a
products-completed operations hazard.This waiver applies to the designated person or a
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PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO ci
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C H U B Be Liability Insurance °
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Policy Period NOVEMDER 14,2017 TO NOVEMBER 14,2018 m
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Effective Date NOVEMBER 14,2017 to
Policy Number 3603-15-88 SFO E
Insured RIMINI STREET,INC.
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KENT
FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT
Between the City of Kent and Rimini Street, Inc.
This FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT ("First
Amendment") is made between the CITY OF KENT, WASHINGTON a Washington
municipal corporation ("City") and RIMINI STREET, INC. ("Rimini Street") a Delaware
Corporation, collectively the ("Parties").
I. RECITALS
1.1 The City and Rimini Street entered into a Master Services Agreement on
August 3, 2018 for Rimini Street to provide technical support, maintenance and
professional services ("Agreement").
1.2 The Parties agree to extend the Agreement for an additional 5-year term,
with a new termination date of August 3, 2028.
1.3 This First Amendment ratifies all acts consistent with the authority of this
First Amendment and prior to its effective date.
II. AMENDMENT
NOW THEREFORE, in consideration of the mutual intent, desire, and promises of
the Parties and other good and valuable consideration, the City and Rimini Street each
agree as follows:
2.1 Term Extension. The Parties agree to extend the Agreement for an
additional 5-year term, with a new termination date of August 3, 2028. The Agreement
shall then terminate automatically either on August 3, 2028 or upon the expiration or
termination of the last effective statement of work executed under the Agreement and
any amendments thereto, whichever occurs first, unless terminated earlier for cause. No
statement of work signed may exceed this additional term.
2.2 Ratification. All acts consistent with the authority of this First Amendment
and prior to its effective date are ratified and affirmed and the terms of the Agreement
and this First Amendment shall be deemed to have applied.
2.3 Remainin_a Provisions. Except as specifically amended by this First
Amendment, all remaining provisions of the Agreement shall remain in full force and
effect.
FIRST AMENDMENT TO MASTER SERVICES AGREEMENT - 1
(between City of Kent and Rimini Street, Inc.)
The parties whose names appear below swear and affirm that they are authorized
to enter into this First Amendment, which is binding on the parties of the Agreement.
IN WITNESS, the parties below have executed this First Amendment,
which will become effective on the last date written below.
Rimini Street: CITY:
Rimini Street, Inc. City of Kent, Washington
By: /�� By:—�- - -- - - —
(signature) (signature}
Print Name: Seth Ravin Print Name: Dana Ralph
Its CEO Its Mayor
(title) (title)
DATE: November 23, 2022 DATE: 12/12/2022
ATTEST:
L� kumA
Kent City Clerk
APPROVED AS TO FORM
Oak-75k'—
Kent Law Department
FIRST AMENDMENT TO Master Services Agreement - 2
(between City of Kent and Rimini Street, Inc.)
IT DEPARTMENT
Mike Carrington, Director
Phone: 253-856-4607
Fax: 253-856-4700
220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: 12/06/2022
TO: Operations and Public Safety Committee
FROM: Mike Carrington, IT Director
Tara Duckworth, IT Deputy Director
SUBJECT: Amendment to Contract with Rimini Street - Information Only
In August 2018, we contracted with Rimini Street, Inc. to provide J.D. Edwards (JDE)
Financials support services. Rimini street provides us with diagnostic services,
advice, recommendations, product fixes, tax and legal updates, and performance
tuning related to the proper operation of JDE Financials.
The master agreement was for an initial 5-year term that expires on August 31,
2023. The contract did include an option to renew for an additional 5-year term, but
the previous motion and summary taken to Council did not expressly highlight the 5-
year option to renew.
In the interest of full transparency with Council, we want you to be aware that we are
adding Amendment No. 1 to exercise the 5-year option to extend the parties' master
agreement for an additional 5-year term, through August 31, 2028, subject to final
terms and conditions acceptable to the IT Director and City Attorney.
EXHIBITS: Amendment No. 1 to the Master Services Agreement dated 08/03/2018
between the City of Kent and Rimini Street, Inc.
BUDGET IMPACTS: Anticipated support costs of approximately $64,036.36
annually for 5 years totaling $320,181.81 will be paid using Operations Funds
approved via the biennial operational budgets.
STRATEGIC PLAN GOAL(S):
❑ Evolvina Infrastructure-Connecting people and places through strategic investments in physical and technological infrastructure.
❑ Sustainable Services-Providing quality services through responsible financial management,economic growth,and partnerships.
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Statement of Work No. 1
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J.D. Edwards Support Services
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This Statement of Work No. 1 —J,D. Edwards Support Service. "�DE SOW") is issued pursuant to that
certain blaster Services Agreement dated on or about _ j {the "'Agreement") a
between the City of Kent, Washington ("Client")and Rimini Str et„ , {"`I�irrexni Street'„). This JDE SOW U)
is effective as of the date of the last signature of the Parties below ("JDE SOW Effective Date"). Unless E
otherwise indicated herein, capitalized terms used in this JDE SOW without definition shall have the E
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.
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Services 0
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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"): Y
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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. 0
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B. Product Fixes. Rimini Street will provide fixes for Issues Client encounters in the J.D. E
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 onto
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line, batch, and report code. cr i
C. Tax, Legal and Regulatory Updates. Rimini Street will provide tax, legal and regulatory o
updates during the Support Period for the Covered Products and jurisdictions detailed in Schedule A. a
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D. Installation Support. Rimini Street will provide support for reinstallations of the J.D. w
Edwards System if required as a result of an Issue with Client's development, test, or production o
environments. Installation support shall include advice and recommendations for the execution of
installation scripts, configuring the J.D. Edwards Technology Foundation. c
E. Interoperability Support. Rimini Street will provide advice, recommendations,and testing 0
assistance with Issues determined to likely involve interoperability issues between the J.D. Edwards r
Technology Foundation, J.Q. Edwards Applications, Bimini Street Supported RDBMS platform and Rimini U)
Street Supported Operating System. E
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
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using proprietary and commercially available tools. S
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G. Upgrade Process Support. Rimini Street will provide upgrade process support from O
Client's current J.D. Edwards Production Release to any Target J.D. Edwards Production Release listed
00
on Schedule A. Rimini Street will make upgrade support available to any such Target J.D. Edwards e
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Production Release for at least fifteen (15) years after the JDE SOW Effective Date, provided this JDE 00
SOW remains in effect without interruption during said fifteen (15) year period.
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H. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of
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software updates and other support-related materials for the Covered Products that Client may elect to O
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 E
remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client E
it
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 at one minute before midnight(11:59 p.m.) r
United States Pacific Time on August 31, 2023 ("Support Period"). o
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I Termination by Client
Client may terminate this SOW only in accordance with Section 3 of the MSA.
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4. Service Level o
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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 (D
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 v)
Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and
to
communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines M
for each Client Priority Level are detailed in Table 2 below.
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Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client's a
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 p
days off, a temporary on-call Named Primary Support Engineer shall be available to Client. 7
Table 1 c�7� } ir�/�/� � •i. ! J / � � 'll_-cif.,' F F� f // r ',��f��: +-'
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Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours :c
Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours E
Standard Issue Priority 3 1 Business Day Every 5 Business Days
Q&A Priority 4 1 Business Day I As appropriate
'It resolution of an tasue is dependent upon some Interim measure, such as developing a software patch, etc., an alternative c
communication update commitment may be defined and agreed upon with Client.
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Table 2
� r,:r, � ,.,,r, .,,..,,m.J,iT°^ ,�,.,,, � ,..,.:. ,,:.. ,..,, ffl i,l%ni, " �r or � % ,�/� i zr�'�,,• �Yri7>i � Tnllji%° C
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
i 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 E
is working at marginally degraded capacity or performance for multiple users E
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 L
a Covered Product that is necessary for the user to perform their primary work o
activities; or V
Issue that is not critical is encountered with the Covered Product that leads to a o
minimal loss of functionality, capacity or performance; or
A feature is unavailable where another can be readily used (e.g.I routing to a Y
different printer). c
Priority 4 General request for information or"how to" (Q&A); or
Report of event not causing impact to work operation or production, o
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5. Fees and Payment Schedule E
r
A. Annual Support Fees. In consideration for Services provided pursuant to this JDE SOW, U)
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 to
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 L
August 31, 2021 (Year 3 of the Support Period), September 1, 2021 through August 31, 2022 (Year 4 of 0
Q.
the Support Period), and September 1, 2022 through August 31, 2023 (Year 5 of the Support Period), the a
Annual Support Fee shall be$64,999.00 USD per Year. cn
w
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered
0
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 (D
maintenance fees that would have been paid by Client to Oracle for annual support services on the U)
expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of E
the Annual Support Fees shall also be subject to the annual percentage increase described in the first E
paragraph of this Section 5.A.
B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street c
according to the following agreed payment schedule ("Payment Schedule"):
•L
. . ..... .. ...
O
Phi meet Schedule AmoLn t_MS;I �
Year-1 of the Support Period: Payment shall be due and payable $64,999.00 Q
0
on the JDE SOW Effective Date 00
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 J
Period Year a�
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A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of o
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 E
applicable taxes)for the Covered Products covering the period from September 1, 2017 to August 31, 2018 E
("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.
L
The Parties acknowledge that the maximum budget amount for this JDE SOW is $ 324,995.00 USD. v
In the event the Parties mutually agree to renew or extend this JDE SOW,the Parties will enter into 0
mutually agreeable amendments to this JDE SOW and the MSA, and the amount set forth in this
paragraph shall be modified accordingly. Y
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0
6_ Additional Client Obligations
0
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 E
before moving said fixes and updates into any production environment. °'
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B. Access to Software. Client acknowledges that Rimini Street may need, and Client
therefore authorizes Rimini Street, to: (1) access, install, work with, configure, test, and possibly modify theto
Covered Products listed in Schedule A, which are used in the J.D. Edwards Production Release (as well M
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 o
that Rimini Street access the Client Archive in providing Services under this JDE SOW), Accordingly, Client a
shall provide Rimini Street with remote access to one or more non-production development and test 3
environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered w
Products and Client Archive, together with all license codes and other software required for their proper o
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
C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the 0
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product (D
for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client U)
chooses to terminate this JDE SOW and undertake self-support or contract with a different service provider E
to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, E
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 c_
System Administration Support. 'L c
O
7. Additional Services Terms o
M
The following additional terms apply to the Services described in Section 1: 00
H
A. Definitions. The following definitions are used throughout this JDE SOW;
aD
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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- O
mastered code line delivered by Oracle in its fix-mastered Applications.
L
II. Covered Products: The individual product modules licensed to Client and set forth in
r
Schedule A.
m
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.Q. Edwards Systems. Crystal Reports is E
alternatively known as Seagate 9, Business Objects 10, and Business Objects Enterprise S
xl.
IV. J.D. Edwards Application: An Oracle product whose definition, design, and operating
characteristics are defined as on-line and batch code.
L
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. O
U
O
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. **
L
VII. J.D. Edwards Technology Foundation Code: Includes the group of J.D. Edwards and
third party products known as Foundation Cade, application servers, web servers, and o
middleware products such as IBM WebSphere and Oracle Fusion Middleware.
a�
Vill. RDBMS: Relational Database Management System. Examples include DB2, Oracle, and (D
SQL Server products by IBM, Oracle, and Microsoft, respectfully. a
U)
IX. Rimini Street Supported Operating System: An operating system and operating system ti
release level supported by Oracle on or before Client terminates its Oracle support services to
agreement for the Covered Products, or subsequently agreed to be supported by Rimini
Street for use with Client's J.D. Edwards Production Release. L
0
0.
X. Rimini Street Supported RDBMS Release: An RDBMS and RDBMS release level a
supported by Oracle on or before Client terminates its oracle support services agreement cn
for the Covered Products, or subsequently agreed to be supported by Rimini Street for use w
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 c
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 L
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 E
its Oracle support services agreement for Covered Products; (ii) Client becomes aware of S
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.
c
XII. J.D. Edwards Target Production Release: The J.D. Edwards product release level(s) of O
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) w
0
obtained by Client; and that (c) Client may desire to upgrade to as its next, live, production <?
environment, as specified in Schedule A. 00
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 E
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first point of contact for Client's entire user population for Covered Products. Help Desk c
Support provides an initial front-line response to all Client user-reported cases, and o
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.
L
XIV. System Administration Support: Means in-depth technical and system administration
support that includes technical troubleshooting, analysis and resolution options for the S
Covered Products. System Administration Support services are more advanced than those E
generally provided b Help Desk Support and typically staffed with product trained
9 Y p Y p pp Yp� Y p t
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 L
include assisting Help Desk Support with resolution of issues, independent System
Administration Support diagnosis and resolution of more advanced issues, and/or o
installation and configuration of software workarounds, updates or fixes made available o
and provided by Rimini Street. Issues not able to be resolved by System Administration
Support may be escalated to Rimini Street.
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XV. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday. o
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XVI. Business Day: Nine (9) Business Hours.
a�
XVII. Elapsed Minutes: Actual accrued time from a specific event(such as logging a case). a
U)
B. J.D. Edwards Technology Foundation Code, Third Party Products, and Language
Support. Rimini Street will provide support for J.D. Edwards Technology Foundation Code under this JDE to
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. L
Edwards products used with, imbedded, integrated, or bundled with the Covered Products since Client does 00.
not have rights to access or modify source code for these products. For purposes of example only, such C
third party products include, but are not limited to, operating systems, database systems, application cn
servers, web servers, Citrix, online and batch processing tools, reporting tools, and analytic tools. The w
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.
ci
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C. installation Support. Rimini Street will remotely support Client with respect to initial, first- r
time installations and configurations of J.D. Edwards products that Client was not using in production on or L
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 E
Code server and RDBMS server operating system platforms(e.g., Oracle to DB2 RDBMS or Windows 2000 E
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
OneWcrld 8.9). Installation Support is subject to Client having a sufficient backup of the software c
installation, or a copy of the Covered Products with all necessary components, and making it available to
Rimini Street for reinstallation. 0
D. Interoperability Support. Interoperability Support will be remotely available to Client for c
its J.D. Edwards System so long as the combination of products and platforms is supported and designed 1?
co
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 °'
E
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an additional fee per request and with Client providing copies of all source and target software releases,
c
interoperability testing for operating system and RDBMS release updates that have not been tested by J.D. C
Edwards for proper operation with the J.D. Edwards System prior to the termination of Client's Oracle c
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 L
to production rollout and go-live. Performance tuning support includes recommendations and advice for rn
configuration, deployment model, and parameter settings for the J.D. Edwards Foundation Code and J.D. E
Edwards Applications. E
it
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 Foot Fixes, L)
release notes, release documentation, upgrade documentation, or necessary license keys. L
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G. Upgrade Process Support. Client is responsible for actual upgrade project planning, U
resourcing, and execution. o
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 0
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 o
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. (D
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I. Twenty-First Century Dates. J.D. Edwards designed two-digit year displays to resolve v)
into four-digit years for storage and manipulation. Therefore, two-digit year displays in online panels or
to
reports are not programming errors or considered an Issue in the context of this JDE SOW. M
J. Tax, Legal and Regulatory Support. Client must possess the most recent tax, legal and L
regulatory updates made available by Oracle for the J.D. Edwards Production Release and any Target J.D. Q.
Edwards Production Release before Client's Maintenance End Date ("Tax, Legal & Regulatory CL
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 p
prior to Client's Maintenance End Date.
J
K. Additional Consulting. Any services required by Client outside the defined Services in S
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- (D
scope services, separate agreements in the form of an amendment to this JDE SOW or an additional SOW U)
will need to be executed by the Parties prior to Rimini Street performing such services. E
E
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. c
B
M. Tax, Legal and Regulatory Updates. If "Order Management" is listed as a Covered O
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 o
independently of this JDE SOW and pay Vertex for payroll tax updates, If"Payroll" is listed as a Covered 1?
00
Product on Schedule A, Rimini Street will provide support for the interface to the Vertex payroll module.
4J
8. Client Contacts
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Primary Contact Billing Contact Shipping Contact 0
Name: Lynnette Smith Name:Same as Primary Name:Same as Primary M
Address1:220 Fourth Avenue South Addressl: Addressl;
L
City,St,Zip Kent,Washirgton 98032 City,St,Zip: City,St.Zip: °
Phone:+1 (253)856-4602 Phone: Phone:
Email: Ismith(�kentwa:gov Email: Email:
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9. Signatures co
The undersigned represent and warrant that they are authorized, as representatives of the party on E
whose behalf they are signing, to sign this ME SOW and to bind their respective party thereto.
For Client: ° ini . Inc.; 3
°
L
A horized ;,ignature ,hut r" Ignature v
.ws Thomas Shay
to
Printed Name Printed Name
Y
SVP & CIO °
Title Title o
July 31, 2018 °
d
Date Date E
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Schedule A r_
to Statement of Work No. 1
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Data Center Location(s): Kent.,Washington _._ _ ..........
,.....��
Client Support Team Location(s): Kent.Washington
Support to be provided in the following Lanquage(s): En.lish
Client Support Team Business Hoursl7ime Zone: 8:00 a.m.—5:00 o.m.Pacific Time r
Rimini Street Business HourstTime Zone: 8:00 a.m.—5:00 p.m.Pacific Time CO
Responsibility for Maintainina and SuDoortinq Interfaces: Client — — E
Production Instances Suoportedf One f1 ................. _...... ...........,. —
DBMS Hardware Platform and Rli Dell/SQLServer.Nutanix•
OS Release: I MS Server 2008
--
ADolication Server Platform: Windows 2008 =
Citrix Server(if anv): 6.5 3
v
WebIJAS Server(if anv): Not Anolicable *'
Oracle Maintenance End Date: August 31,2018
C
Geographies Supported: United States(Note: Subject to reasonable fees to be agreed upon by the Parties,additional Geographies V
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.) O
to
System Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additional System *I:
Languages may be added at the Client's discretion.Client shall provide Rimini Street a written request for new System Languages at G
least 90 days in advance of Client's desired go-live date with each System Language addition.) 0
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.) as
E
d
Covered Products
JD Eiti Module cSl Current Future Tax, Applicable Maximum Notes to
Number Release Target Legal 3 Tax d, License M
Level and Releases) Regulatory Regulatory Metric v
Toole and Updates? Juri'sdlcl➢on
Release Minimum O
Level patch Q•
Lev®I(sl !Z�
JD Edwards EnterpriseQne 14483763 9,1 9,2 No Not 1 Users (q
HCM Foundation oDlicable IJ.I
1:4
___
JD Edwards EnterpriscOne 14483763 9.1 9,2 ot loon Users p
Internal Self-Service U oDlicable 7
JD Edwards EnterpriseQne 14483763 9.1 9.2 ot 1 Users
Real Estate Management oDlicable U
JD Edwards EnterpriseQne 144837fi3 9.1 9,2 W Noot UsersService Management pplicable r
foundation N
JD Edwards EnterpriseQne 144837fi3 9,1 9_2 No Not 63 Users i
Sglution Concurrent Users aoDlicable
JD 63 Edwards EnterpriseQne 144837 9,1 9,2 No Not 20 Users CO)
Suite Moderate User applicable E
s.-.. .......,.........
' JD Edwards EnterpriseQne 14483763 9,1 9.2 No Not 1 Users
Time And Labor applicabie
JD Edwards EnterpriseQne 14483763 9.1 9,2 Yes United States 1 Users W2
us PaVrcll
JD Edwards EnterpriseQne 14463763 9.1 9,2 Yes United States 1 Users US IRS Form
Accounts Payable 1099 Updates E
JD Edwards EnterpriseQne 14483763 9.1 9.2 No Not 1 Users r
Accounts Receivable jiLdicable O
JD Edwards EnterpriseQne 14483763 9.1 92 No Not 1 Users
Advanced Cost Accountinq applicable pp
JD Edwards EnterpriseQne 14483763 9.1 9.2 No Not 1 Users O
Autopilci a„pnl cable 00
JD Edwards Ent erpriseQne 14483763 9,1 9.2 No Not 1 Users
f'aoital Asset Management aoDlicable
JD Edwards EnterpriseQne 14483763 9,1 9.2 No Not 1 Users
Billing Contract and Service applicable
........... r
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JD Edwards Enterprise0ne 14483763 9.1 9.2 No Not Rio Users C
Employee Self Service User applicable O
-EmDlovee Count Perpetual —
JD Edwards Enterprise0ne 14483763 9.1 9.2 No Not Users C
Emnlnvee Self-Service aoolicable L
JD Edwards EnterpriseOne 144837 33 9.1 9,2 Yes United States 1 Users US Federal
Fixed Asset Accounting Depreciation C
l_Indatag �,
JD Edwards EnterpriseOne 14483763 9.1 9,2 No I Not 1 Users O
Foundation - Address Book applicable _ r
.......... _ _.. m.
JD Edwards Enterprise0ne 14483703 9.1 9,2 No Not 1 Users
Foundation - EDI applicable
Foundation
Jp Edwards Enter nseOne 14463763 9.1 92______ — No Not .. ............... 1..,. —
P Users
I'pundatcn - Electronic Mail applicable 'a—e
JD Edwards EnterpriseOne 14483763 9.1 9,2 No Not 1 Users
Foundation - Order applicable
Processino •?�
JD Edwards Enterprise0ne 14483763 9.1 9.2 No Nat 1 Users +,
Foundation - Self Service applicable V
Order Processing - JDE L-
Module Peroetual _ C
JD Edwards EnterprisaOne 14483763 9.1 9.2 No Not 1 Users O
Foundation - Self Serviceapplicable V
rr
JD Edwards Enterprise0ne 144$3763 9.1 9.2 No Not 1 Users O
Foundation - System applicable to
Foundation *#
JD Edwards EnterpriseOne 14483763 9,1 9„2 No Not 1 Users Y
Foundation - Work Order I apolicahle L.
JD Edwards Enterpriseone 14483753 9,1 9„2 No Not 1 Users 0
Human Resources applicable
w
Management O
JD Ebwards Enterpriseone 14483763 91 9,2 No Not 1 Users
Internet Access Application applicable N
_D Edwards Module
JD Edwards Enterprise0ne 14483763 9.1 9.2 No Not 1 Users y
Inventory Manaaement applicable
JD Edwards EnterpriseOrre 14483763 9.1 9.2 No Not 100 Users
Manager Self Service User applicable
-Emolovee Count Perpetual
JD iseOne
Edwards Ente pr 14483763 9.1 9.2 No Not 1 Users to
IVanaaer Self-Service annlicaple ti
JD Edwards Enterprise0ne 14483763 9.1 9.2 No Not 1 Users
Manufacturing - ETO applicable
Foundation O
JD Edwards Enterpriseone 14463763 9,1 9,2 No Not 1 Users Q
Manufacturing - PDM apolicahle r
JD Edwards EnterpnseUne 14483763 9.1 9„2 No Not 1 Users
Manufacturina-Shoo Floor apolicable W
JD Edwards Enterprise0ne 14483763 9.1 9.2 No Not 1 Users
Procurement and applicable
Subcontract Manaaement
JD Edwards Enterpnseone 14483763 9,1 9.2 No Not 1 Users
Project Cestinq applicable
JD Edwards Enterprise0ne 14483763 9.1 9,2 No Not 1 Users
General Ledger applicable (D
JD Edwards Enterpriseone 1556037 9,1 Latest No Not 1 Application i
Technology Foundation Available on applicable User y
JDE SOW Perpetual
Effective E
Date
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� Statement of Work No. 2
�
[
Oracle Database Support Services
�
This Statement of "°".^ No, ^ _ Oracle Database Support
y9"01313 SOW") is issued pursuant to
that certain Master Services Agreement dated on or about �,- . 1 ?0 1 S<� 9)
(the "Agreement")
� between the City of Kent, Washington ("Client') and Rimini Street, /no.[Rhm�| Street"). This <�OB SOW ��
ioefer�vaasof the date of the �,�o�natunpof the Pa�aube�w COOB SOW Effective Date ). Unless
otherwise indicated herein, umpiha|zed tomoo used in this 0DB SOW without definition ohuU have the E
respective meanings upaohiod 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. 3:
�. Services
Rimini Street mhuU provide Client with certain support u*mi000 and certain deliverables as fuUuwu for the u
Covered Products listed in Schedule attached hexybz (hereafter collectively referred to as "Services"): 0
A. Product Support. Rimini Street will provide Client with diagnostic semioeu, advice, and
recommendations relating to the proper operation of Client's Covered Products. Since Client does not have 0
access to pqvme code for the Covered Products, product support specifically excludes development —
4-
0
and delivery of code changes, code fixes, and code Lipdates.of any kind for the Covered Products.
B. Installation Support. Rimini Street will provide advice and recommendations for
nsinstoUedonu and configuration of the Covered Products if required as o result of an Issue with Client's
development, test, or production environments. U)
..
C. |nterppenmbi|KySup9ort. Rimini Street will provide advice, recommendations,and testing to
assistance with Issues determined to likely involve interopanobi|ity issues between the Covered Products
and Client's server operating system.
D. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics, CL
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 m
o
performance tuning Client's server operating system
E. Upgrade Process Support. Rimini Street will provide upgrade process support from w
Client's current Database Production Ro|000m to any Target Database Production Release listed on —
Schedule A. Rimini Street will make upgrade support available to any such Target Database Production
Re|auoeforat |oon1fifteen(15) years afterthoC>DB SOW Effective Date, provided this 0DB SOW remains
m
in effect without interruption during said fifteen (15) year period.
F. Archiving Assistance. Rimini SXnas{ uhuU assist Client in identifying a specific scope of E
ooftwmpy 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 toao the"Maintenance End Dmtm''). All Covered Product files
or onatoha|o that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date
shall be referred to collectively ma the "Client Arnhivw." 0 U Client deposit 0�h� Client � fi|e .
storage location owned, leased, urothenmiao controlled by Client (the file storage location with the Client 00
Archive shall be referred to as the "Client Archive Repository"). If Client requests that Rimini Street M
00000n the Client Archive in rendering Services under this (3OB 8UVV. the Client Archive Repository and v6
remote access connectivity thereto must meet the technical guidelines provided by Rimini Street toClient.
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2. Support Period c
0
Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United c
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").
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3. Termination by Client
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Client may not terminate this ODB SOW at any time during Years 1 through 2 of the Support Period except E
for cause pursuant to Section 3 the Agreement. Thereafter, Client may terminate Services for all Covered E
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 3
this ODB SOW shall be paid by Client to Rimini Street on or before the actual date of termination.
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4. Service Level 0
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0
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(1 c5) minutes. Client will be entitled to receive support for all other 0
Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and 0
communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines c
for each Client Priority Level are detailed in Table 2 below.
d
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 M
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 ti
days off, a temporary on-call Named Primary Support Engineer shall be available to Client.
Table 1 _ 0
fn
Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours
Serious Issue Prioritv 2 30 Elapsed Minutes Every 4 Business Hours
Standard Issue Priority 3 1 Business Day Every 5 Business Days c
Q&A Priority 4 1 Business Day As appropriate
,`It resolution of an Issue is dependent upon some Gpitefim measure, such as developing a software patch etc., an alternative y
communication update commitment may be defined and agreed upon with Client. CO)
Table 2 E
1/�l!/rll /%//Irl/l/%%1///1%llltr i /
Priority
/I,Issue where a supported ,! ! '.
y Covered Product is completely unavailable to users or
is working at a severely degraded capacity/performance level for multiple users E
that makes a Covered Product unusable; or
IM
Issue has a major impact to external client/customer; or O
Issue is impacting revenue or time sensitive regulatory compliance ,
AND no acceptable workaround exists,. c
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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 0
acceptable workaround exists; or a
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 E
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, L
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5. Fees and Payment Schedule L)
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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 Y
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 4-
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 0
through 5 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for aEi
the immediately preceding contiguous Year. r
U)
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered ti
Products listed in Schedule A or increases the license usage of any Covered Product beyond the"Maximum ti
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 0.
CL
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 Lu
Section 5.A.
J
B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street S
according to the following agreed payment schedule ("Payment Schedule"):
(D
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Pa ment Schedule Amount 00 U)
Year 1 of the Support Period: Payment shall be due and payable $29,120.00 S
on the ODB SOW Effective Date E
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 S
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A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of 0
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 M
Street from invoicing Client or excuse any delay in payment by Client. 00
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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 0
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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 0
("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 L
to those products covered by the Maintenance Invoices. For purposes of clarity, Client agrees that the
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Schedule A Covered Products do not, and shall not, have any additions to or omissions from the products
covered in the Maintenance Invoices.
L
The Parties acknowledge that the maximum budget amount for this DB SOW is $ 154,631.00 USD.
In the event the Parties mutually agree to renew or extend this DB SOW, the Parties will enter into E
mutually agreeable amendments to this DB SOW and the MSA, and the amount set forth in this E
paragraph shall be modified accordingly. t
6. Additional Client Obligations
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A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to =
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assure that Rimini Street changes perform as documented with the Covered Products before implementing L)
said changes in any production environment. 0
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B. Access to Software. Client acknowledges that Rimini Street may need, and Client Y
therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the 0
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 o
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 E
shall provide Rimini Street with remote access to one or more non-production development and test 0
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.
M
C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the o
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product 0-
0-
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 w
to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, o
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. J
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D. Internal Client Support. Client is responsible for providing Help Desk Support and
System Administration Support. r
7. Additional Services Terms
E_
The following additional terms apply to the Services described in Section 1:
R
A. Definitions. The following definitions are used throughout this ODB SOW: E
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 c
Schedule A as the current release. r
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II. Covered Products: The individual products licensed to Client and set forth in Schedule A.
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4-
Ill. Issue: An issue to be addressed pursuant to Section 4, Table 1 above that meets all of
c
thefollowing criteria: (i)found by Client in the Covered Products or in any changes provided 0
to Client by Rimini Street or Oracle or obtained by Client from Oracle up through the date c
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 7,
Level criteria set forth in Section 4, Table 2 above.
r
IV. Target Database Production Release: The database product release level(s) of the E
Covered Products that are: (a) generally available to database customers prior to S
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.
r
V. Help Desk Support: Means first line, simple corrective assistance by one or more L
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 0
Support provides an initial front-line response to all Client user-reported cases, and 0
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, c
hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider,
application, and database access), and similar activities. o
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VI. System Administration Support: Means in-depth technical and system administration a�
support that includes technical troubleshooting, analysis and resolution options for the (D
Covered Products. System Administration Support services are more advanced than those a
generally provided by Help Desk Support and typically staffed with product trained rn
personnel experienced with the Covered Products. Issues with Covered Products reported ti
by Client end users to Help Desk Support that are not fully resolved by Help Desk Support to
may be escalated to System Administration Support. System Administration Support may
include assisting Help Desk Support with resolution of issues, independent System L
Administration Support diagnosis and resolution of more advanced issues, and/or 00.
installation and configuration of software workarounds, updates or fixes made available 3
and provided by Rimini Street. Issues not able to be resolved by System Administration cn
Support may be escalated to Rimini Street. o
VII. Business Hour: A single hour of time during the Rimini Street Business Hours specified
in Schedule A, Monday through Friday.
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Vlll. Business Day: Nine (9) Business Hours, L
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IX. Elapsed Minutes: Actual accrued time from a specific event (such as logging a case). E
E
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 CE
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covered in any Schedule A. a�
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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 c
before the Support Period. Installation Support does not include project planning, advice, or 1?
00
recommendations relating to changes in the underlying system infrastructure (e.g., hardware or network r
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 J
aD
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Client having a sufficient backup of the software installation, or a copy of the Covered Products with all c
necessary components, and making it available to Rimini Street for reinstallation.
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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 c
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 L
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 E
additional fee and with Client providing copies of all source and target software releases, interoperability E
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. 3:
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E. Performance Tuning. Client is responsible for ensuring adequate and reasonable r
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 ci
recommendations and advice for configuration, deployment model, and parameter settings for the Covered o
Products. CO
P. Upgrade Support. Client is responsible for obtaining any Target Database Production o
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, o
interoperability patches (e.g., updated versions of third-party technology components or updated operating c
system versions), language patches and any documented patch dependencies, localizations, technical
E
platforms, release notes, release documentation, or upgrade documentation. aD
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G. Upgrade Process Support. Client is responsible for actual upgrade project planning,
resourcing, and execution.
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H. Rimini Street Work Product. All deliverables under this ODB SOW are considered Rimini
Street Work Product as defined in the Agreement. o
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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 w
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
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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 r
owners.
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8, Client Contacts E
marY:C.ontack. .: . ... BillinU Contact _ ahlpplrpg_Contac#C
CE
Name: Lvnnette Smith Name:Same as Primary Name:Same as Primary c
Addressl 220 Fourth Avenue Addressl: Addressl; .�
Citv, St.Zio Kent;Washington 98032 City.St;ZID: City,St,Zip: O
Phone:+1 (253)856-4602 Phone. Phone: ,
Email.Ismithe.Kentwa.gov Email: Email: c
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9. Signatures
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The undersigned represent and warrant that they are authorized, as representatives of the party on whose
behalf they are signing, to sign this OD6 SOW and to bind heir respective ".y thereto.
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For Client: F imin' , Inc.:
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Authorized Signature A2
ut . ..d Signature
4AWI" ,r F
Thgmas Sha..v
Printed Name Printed Name
SVP & CIO �
title Title P
July 31, 2018 o 0
Date Date o
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Schedule A r-
to Statement of Work No. 2 M
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Data Center Location s): Kent.Washington
. __ _....
Client Support Team Locatiorl Kent.Washington ,
...Support to he provided in the followin Lan ua a{s : English O
Client Su ort Team Business Hoursllinne Ztsne: 8,00 a.m.—5:00 p,m.Pacific Time
Rimini Street Business Hours/Time Zone: W 8:00 a.m.—5:00 p m. Pacific Time C0
Database Hardware: Dell E
Database O eratin System: Windows 2003 _ E
Number of Database Servers: Two 12)
Techr loan Maintenance End Date("MED"}: August 31,2018
3
Covered Products 0
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Core 6ataLase Product C&I, irrertit utwr Tirq�t: Llcdi► intxurnartl NOtea C
(atul�nlq r° Rule", and �t0i4440t0>«�irt�, tdle#riC Licoitatrtg t�
PA14h l.eVgk MInIMUM.Pifth Gq #rt
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1 Oracle Database Enterprise 15596037 10,2.0 1 Latest Available Named User 1 to
Edition on DS SOW Plus *1:
Effective Date Perpetual i
1"LAOED"1 O
2 Oracle Database Enterprise 15596037 10.2.0 1 LAOED Processor 2 3.1
Edition Perpetual 4—
3 mm Oracle Database Standard 15596037 10,2.0,1 LAOED Named User 1 O
Edition Plus
Per etu_al O
0)
4 Oracle Database Standard 5596037 10.2,0,1 LADED Processor 1 E
Edition _ Perpetual 0)
5 Oracle8 3D46365 10,2,0.1 LADED Universal 200 03
Power Unit +'
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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
Name Seth Ravin
Title CEO
Date Aril 5 2019 120
By CLIENT
i Signature
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Name /
Title
Date 7 20
2
STATEMENT OF WORK NO.4
This Statement of Work No.4("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 SOW No. 1 for J.D. Edwards Support Services dated
August 3,2018("Corresponding Applications SOW' . The terms and conditions set forth in this SOW and Schedules attached hereto will prevail over
any conflicting terms, including those in the Agreement or Corresponding Applications SOW.
1. Services to be Performed ("Services"). Rimiri Street will provide the Client the labor and expertise to load and configure a new JD Edwards
Development Fat Client onto two (2) custorrer provided licensed Windows 2016 operating system Virtual Machines (VMs) with all up to date
Windows patches and updates preloaded. Client shall provide,copy,and stage all JD Edwards,Oracle software, BI Publisher Client,and 3rd party
software from the internal repository for Rimi-ii Street to provide Services under this SOW.
2. Deliverables. Any related setup documentation.
3, Term and Total Estimated Hours.
(a) Term Unless earlier terminated pursuant tc the Agreement,the term of this SOW shall commence on the SOW Effective Date and terminate
on December 31, 2019. Notwithstanding the foregoing,this SOW shall only remain in effect if the Corresponding Applications SOW is active.
In the event the Corresponding Applications SOW is terminated for any reason, this SOW shall terminate automatically with termination of the
Corresponding Applications SOW.
(b) Total Estimated Hours: The total number of estimated hours of work (in the aggregate)that Rimini Street will perform under this SOW is
between ten(10)and twelve(12)hours.
(c) If any additional services or deliverables are required by Client, such Services and/or deliverables shall be provided for in a Project Change
Request Form(in the form attached hereto as Attachment 1-A)signed by both of the parties.
4. Compensation.
(a) Time Basis.
(i) Cost Estimate: $2,000.00 USD, not including taxes or reimbursable expenses such as travel, provided, that the foregoing is only an
estimate,and therefore the actual cost may be more or less than such amount.
(ii) Hourly Rate: The hourly rate is$173.00 USD.
(b) Invoicing. Rimini Street will invoice Client monthly and Client will pay Rimini Street, for the total number of hours actually worked for the
Services provided under this SOW. Payment shall be due on the date of Rimini Street's invoice and payable within thirty(30)days following
the date of i'lvoice. Rimini Street will invoice Client in quarter-hour(15-minute)increments with time segments less than 15 minutes rounded
up to the next quarter-hour.
(c) Estimated Reimbursable Expenses: Cliert will reimburse Rimini Street's out-of-pocket and other expenses(including any reasonable travel
and iving expenses,as mutually agreed to ty the parties)at actual cost,which expenses will be documented and submitted to Client, payable
thirty;30)days following the date of invoice Rimini Street is only required to provide copies of receipts for reimbursable items equal to or in
excess of$50.00 USD.
5. SOW Managers. The SOW Managers are:
(a) For Rimini Street: Michael Geraci,(980:505-3701;mgeraci@riministreet.com
(b) For Client:Somen Palit; (253)856-4608 SFalitro)KentWA.gov
6. Executive Sponsors. The Executive Sponsors are:
(a) For Rimini Street: Sebastian Grady;(925)640-1542;sgrady@riministreet.com
(b) For Client:Somen Palit; (253)856-4608 SPalit[a?KentWA.aov
7. Assumptions. Rmini Street resources will provide Services remotely at locations of its choice, Monday through Friday, during normal business
hours in the coun_ry where the services are provided.
8. 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) Serv•i--es or Support(Personnel Requirements): The Parties will be available as reasonably required for process, integrated testing and
apprrvals.Client will ensure its system administration teams will be available for package builds and migrations as needed.
(b) Facilities and Equipment(Business Requirements): The Client will arrange all necessary and reasonable access to the JDE applications,
systems, environment, and all other software, as appropriate, to enable the Rimini Street resource to perform the Services. Rimini Street will
prov ce the Rimini Street resources with a personal computer and appropriate software to perform his/her activities, unless the Client prefers
to provide the Rimini Street resources wish Client-issued personal computers.
(c) Environments: Remote access (as has been previously established by Rimini Street under the Agreement and Corresponding Applications
SOYI i will be used for the duration of the term of this SOW.
9. Additional Requirements. The Client will ensure that the appropriate Client staff and other decision makers will be available to the Rimini Street
resource r a timely manner so that the Rimini Street resource can perform the Services without undue delays.
10. Other Provisions.All deliverables under this SOW are considered Rimini Street Work Product pursuant to the Agreement. Client understands and
acknowledges that the scope of this SOW expressly excludes any copying, reproducing or moving of Oracle Database software or copying of JD
Edwards software source code.Moreover,Client will not request,and Rimini Street will not provide,any services that are outside of Client's license
agreement terms for Covered Products in the Corresponding Applications SOW.
11. Aaarovals. Rimini Street will submit weekly time sheets documenting the hours worked and Services performed with reasonable specificity. Rimini
Street time-sheets for billable hours and/or expenses submitted to Client shall be deemed final,approved and billable,if not approved or rejected
by the Client within five business days after each submittal date.Approval or rejection shall be performed by the Executive Sponsor for the Client
per Section 6 of this SOW.
IN WITNESS WHEREOF,the parties by their duly authorized representatives have executed this SOW as of the SOW Effective Date.
By RIMINI STREET
Signature
Name
Title
Date . 20
By CLIENT
Signature
Name
Title
Date 0 2
Page 2 of 4
ATTACHMENT 1
PROJECT PROCEDURES
Escalation Prcoedure
The following prccedure provides a detailed process to follow if a conflict is not resolved during the implementation of Services described in the
SOW.Whenever a conflict arises between Client and Rimini Street,the project team member(s)will strive to work out the problem internally.
Level 1: If the project team cannot resolve the conflict within two (2)working days, the Client and Rimini Street program managers will meet to
resolve the issue
Level 2: f the conflict is not resolved within five 15)working days after being escalated to Level 1,the Client and Rimini Street executive sponsors
will meet to resolve the issue.
During any conflict resolution, if possible, Rimini Street agrees to continue providing Services related to the items in dispute, provided Client has
agreed tc continue paying for such Services.
subsequent Tea lmpa t
The success of this project is not only contingent on the resources provided by Rimini Street, but also the resources provided by Client. The dates
for each milestone included in this SOW are dependent on receiving input from Client resources in a timely manner. As part of our program
management process, Rimini Street will assign resources and dates to each critical task. If these dates are not met,it may result in changes to the
schedule and fees. Changes to scope or resource requirements from Client will be managed through the Project Change Control Procedure set
forth belay.
Project Change Control Procedure
The following provides a detailed process to follow if a change to SOW is required.
A Project Change Request("PCR")in the form attached as Attachment 1-A will be the vehicle for amending the SOW.The PCR must describe the
change,the rationale for the change and the effect the change will have on the SOW.
The PCR must be signed by both Parties to authorize the changes set forth therein.
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ATTACHMENT 1-A
PROJECT CHANGE REQUEST FORM
Project Change Request Form
PCR No.
Project Change Request
Subject:
Submitted By: Date:
This Project Change Request No.[ ]('PCR")to that certain Statement of Work No.[ ]("SOW")dated[ ]is entered into
by and between Rimini Street, Inc.("Rimini Street')and the City of Kent,Washington("Client').This PCR shall become
part of and subject to the terms and conditions of the SOW(as amended),which except as modified herein,remains
unchanged and in full force and effect.
Description of Change:(Add attachments if necessary)
( )Accept for Implementation Rimini Street Signature: Date:
( )Reject for Im lementation
( )Accept for Implementation Client Signature: Date:
( )Reject for Implementation
Page 4 of 4
Statement of Work No. 5
Oracle Database Support Services
This Statement of Work No. 5 — Oracle Database Support Services ("ODB SOW") is issued pursuant to
that certain Master Services Agreement dated on or about August 3, 2018 (the"Agreement") between City
of Kent, Washington ("Client") and Rimini Street, Inc. ("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 ODB 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 this ODB SOW and Schedule A 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 the 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 Oracle Database Production Release to any Target Oracle Database Production Release
listed on Schedule A. Rimini Street will make upgrade support available to any such Target Oracle
Database Production Release for at least fifteen (15) years after the 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.
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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, 2025 ("Support Period").
3. Termination by Client
Client may not terminate this ODB SOW at any time during Year 1 of the Support Period except for cause
pursuant to 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 Agreement
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 ten (10) minutes or less. 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
Issue Severity Client Rimini Street Initial Client Communications Update Commitment"
Priority Response
Level Commitment
Critical Issue Priority 1 10 Elapsed Minutes Every 2 Elapsed Hours
Serious Issue Priority 2 15 Elapsed Minutes Every 4 Business Hours
Standard Issue Priority 3 1 Business Day Every 5 Business Days
Q&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.
Table 2
Client Priority Level Business Impact Guidelines
Priority 1 Issue where a 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.
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
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Rimini Street, Inc. Proprietary & Confidential
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 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 period from
the ODB SOW Effective Date through August 31, 2023 (Year 1 of the Support Period), the Annual Support
Fee shall be $ 20,000.00 USD. For the period from September 1, 2023 through August 31, 2024 (Year 2
of the Support Period), the Annual Support Fee shall be $21,000.00 USD. For the period from September
1, 2024 through August 31, 2025 (Year 3 of the Support Period), the Annual Support Fee shall be
$22,050.00 USD. Unless terminated pursuant to Section 3, the Annual Support Fee for the period from
September 1, 2025 through August 31, 2026 (Year 4 of the Support Period)shall be$23,152.50 USD and,
for each subsequent Year of the Support Period thereafter, the Annual Support Fee 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 $ 20,000.00
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.
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Rimini Street, Inc. Proprietary & Confidential
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 Oracle Database Production Release (as
well as the Target Oracle 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 requirements provided by
Rimini Street to Client, which may evolve and change over time due to changes in technology, connectivity
options, Client's Non-Production Environment or other reasons ("Technical Requirements"). Client
understands and agrees that Rimini Street will be unable to access Non-Production Environments until
Client confirms compliance in writing with current Technical Requirements. Client represents and warrants
that any Services related to Client's Covered Products as expressly contemplated under this Agreement
are permitted under Client's relevant Oracle software vendor license(s)for the Covered Products.
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 non-disclosure 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. Oracle Database Production Release: The Oracle 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.
II. Covered Products: The individual product modules licensed to Client and set forth in
Schedule A.
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.
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Rimini Street, Inc. Proprietary & Confidential
IV. Target Oracle Database Production Release: The Oracle database product release
level(s) of the Covered Products that are: (a) generally available to Oracle 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 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
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
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Rimini Street, Inc. Proprietary & Confidential
tested for proper operation with Client's Technology 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 Oracle 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 Billing Contact Shipping Contact
Name:Tara Duckworth Name:Same as Prima Name:Same as Primary
Address1:220 Fourth Avenue Address1: Address1:
City,St,Zip: Kent,Washington 98032 Cit ,St,Zip: City,St,Zip
Phone:+1 253 856-4600 Phone: Phone:
Email: ITA kentwa. ov Email: Email:
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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 ODB SOW and to bind their respective party thereto.
For Client: For Rimini Street, Inc.:
Authorized Signature Authorized Signature
Dana Ralph Seth Ravin
Printed Name Printed Name
Mayor CEO
Title Title
12/21/2022 10/13/2022
Date Date
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Rimini Street, Inc. Proprietary & Confidential
Schedule A
to Statement of Work No. 5
Data Center Locations : Kent.Washingon
Client Support Team Locations : Kent.Washington
Support to be provided in the following Lan ua e s : English
Client Support Team Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time
Rimini Street Business Hours/Time Zone: 8:00 a.m.—5:00 p.m.Pacific Time
Database Hardware: Dell
Database Operating System: Windows 2003
Number of Database Servers: One 1
Technology Maintenance End Date "MED" : February 28,2021
Covered Products
Core Database CSI Number Current Release Future Target Licensing Metric Maximum Notes
Product and Patch Level Release(s)and Licensing Count
Minimum Patch
Level(s)
1 Oracle Database 15596037 10.2.0.1 Latest Available Named User Plus 1 Kiva Database
Standard Edition on DB SOW Perpetual
Effective Date
"LAOED"
2 Oracle Database 15596037 10.2.0.1 LAOED Processor 1 Kiva Database
Standard Edition Perpetual
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Rimini Street, Inc. Proprietary & Confidential
8.J
•
KENT
*A S M IN G T O N
DATE: November 7, 2023
TO: Kent City Council
SUBJECT: Statement of Work #6 to Contract with Rimini Street
International for JDE Managed Services - Authorize
MOTION: I move to authorize the Mayor to sign the Statement of Work #6
with Rimini Street, Inc. in the amount of $371,250 under the terms of the
parties' existing Master Agreement, subject to terms acceptable to the
Information Technology Director and City Attorney.
SUMMARY: In August 2018, the City contracted with Rimini Street, Inc. to provide
J.D. Edwards (JDE) Financials support services. Rimini street provides the City with
diagnostic services, advice, recommendations, product fixes, tax and legal updates,
and performance tuning related to the proper operation of JDE Financials.
The current Scope of Work (SOW) #1 provides Level 4 JDE Financials support,
covering the most complex issues. Level 1 support is provided by the IT Service
Desk and Level 2 and Level 3 support are provided by Robert Half International,
which charges the City $308,000 annually for this support. Rimini Street, Inc. can
provide Level 2 and Level 3 support for $135,000 annually, saving the City
$173,000 each year.
In order to get this pricing, the City is contracting for 33 months to align the dates
of this SOW #6 with SOW #1 which provides Level 4 support.
Year 1 = $135,000 - 12 months
Year 2 = $101,250 - 9 months to align with Rimini Street SOW #1
Year 3 = $135,000 - 12 months
Total = $371,250
To date, Council has authorized the contract and amendments in a total amount of
$717,655. Of that amount, $586,119.99 has been spent, leaving a remaining
contract authority of $131,535.01. The approval of an additional $371,250 for SOW
#6 for a total contract amount of $1,088,905.00 provides the flexibility to extend
the existing SOWS with Rimini Street if needed for JDE Financials support.
BUDGET IMPACT: The $135,000 will be Funded by the Operating and Maintenance
Budget.
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8.J
SUPPORTS STRATEGIC PLAN GOAL:
Evolving Infrastructure - Connecting people and places through strategic investments in physical
and technological infrastructure.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
ATTACHMENTS:
1. City of Kent SOW 6(PDF)
2. IT18-308 - Original - Rimini Street, Inc. - JDE Support (PDF)
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