springbrook software and public consulting group 09-09-14

8/11/2019 Springbrook Software and Public Consulting Group 09-09-14

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CITY OF CARMEL-BY-THE-SEA

Council Report

September 8, 2014

To: Honorable Mayor and Members of the City Council

From: Jason Stilwell, City Administrator

Submitted by: Susan Paul, Administrative Services Director

Subject: Consideration of a Resolution Authorizing the City Administrator to Enter

into a Contract with Springbrook Software for a New Financial, Human

Resources, and Payroll System in an Amount Not to Exceed $190,683 for

the Period of September 30, 2014 through September 30, 2018 and a

Contract for Related Project Management Oversight Services with Public

Consulting Group in an Amount Not to Exceed $73,200.

RECOMMENDATION(S):

That the City Council:

1. The City Council Adopt a Resolution (Attachment I) Authorizing the City Administrator toEnter into a Contract with Springbrook Software (Attachment II) for a New Financial,Human Resources, and Payroll System in an Amount Not to Exceed $190,683 for thePeriod of September 30, 2014 through September 30, 2018 and a Contract for RelatedProject Management Oversight Services with Public Consulting Group (Attachment III) inan Amount Not to Exceed $73,200; and

EXECUTIVE SUMMARY:

On November 5, 2013, the City Council adopted the FY 2013-2017 Information Technology Strategic

Plan. The Plan included five goals:

Goal 1: Residents, businesses, visitors and staff have easy access to the information andtransactions they need at their convenience (anytime; anyplace).

Goal 2: IT applications are designed to encourage collaboration and communication amonginternal and external users.

Goal 3: Processes and procedures are in place to manage and track IT investments to ensurethey directly and measurably, support business priorities, initiatives and outcome goals.

Goal 4: The Citys applications effectively streamline business processes, improve informationsharing and enable an outcome-based, accountable approach to service delivery.

Goal 5: City staff are provided tools and training that enable them to work collaboratively toprovide internal and external customers the highest quality service and support.

Agenda Item: 7.FPage 1


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A key component of the Plan is the implementation of an Enterprise Resource Planning (ERP)

System. The goal is to replace current disparate, outdated systems with integrated systems built upon

a shared database in order to streamline and automate work processes and more easily share data.

A formal procurement process was conducted leading to the selection of Springbrook Software.

Implementation of the ERP system addresses Strategic Plan Goals 1-5.

ANALYSIS/DISCUSSION:(including why Council is considering the item and justification for recommendation)

Currently, the City uses the Multiple Operations Manager (MOM) system by Corbin Willetts for General

Ledger, HR, Payroll and Business Licenses. The system also tracks Purchase Orders and Revenue.

The system no longer meets the Citys needs.

A key component of the FY2013-2017 Information Technology Strategic Plan is the implementation of

an Enterprise Resource Planning (ERP) system. The goal is to replace current disparate, outdated

systems with integrated systems built upon a shared database in order to streamline and automate

work processes and more easily share data.

The first goal of the ERP project is to replace and augment the functions and features provided by the

MOM system with a new Payroll, Finance and Human Resources system, followed ultimately (as

separate future projects) by new capabilities such as Permitting, Code Enforcement and Work Orders.

Desired outcomes include:

Improve efficiency of daily business operations, Improve data accuracy and ease of reporting and Enable internal and external customers to find and access the data they need to answer

questions and make informed decisions.

In June 2014, the City issued RFP# ERP-001 Finance, Payroll, Human Resource System. Objectives

of this procurement included:

Select and implement a cloud-based ERP software solution proven effective and affordable insmall California cities,

Implement a new Payroll system by January 1, 2015, Develop a detailed and feasible Project Plan in partnership with City stakeholders and Establish a potentially long-term relationship with a vendor partner (or partners) for provision of

software and services, including on-going hosting services.

A targeted outreach was initiated with a number of vendors with a presence in the small municipal

market. The RFP was posted on the Citys website and advertised in local print publications. The City

received one proposal; from Springbrook Software. Evaluation of their proposal was conducted and itwas determined that it met the Citys requirements at a reasonable cost. References were checked for

several small cities. The responses were excellent. Especially important was their ability to provide

services via the Cloud, thereby eliminating the need for the City to acquire and support hardware and

software to run the new system; and the option of adding the additional modules identified above as

part of the Citys goal foran integrated ERP system. Springbrook software is currently in use by over

85 California public agencies.

The project includes the following modules:



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Dashboard- This tool provides for easy, personalized review of specific data includingautomatic notification of workflow tasks (i.e. vacation approval, personnel action form approval,purchase order approval, etc.), quick access to all of their open processes (un-postedtransactions), and a running list of reports that have been produced but not yet viewed.

General Ledger- The General Ledger module provides the functionality required forinformative online analysis and financial reporting. Application flexibility provides a stable

foundation for current operations as well as the ability to adjust to future growth. Configurableand exportable look-up grids and internal query/reporting tools enhance the user's experienceand allow for easy access to all information in any format from any time period. In addition,complete GASB and CAFR tools are also included.

Bank Reconciliation- The Bank Reconciliation module automatically assists with balancingGeneral Ledger cash activity and bank statements. With optional ACH transfers available inthe Clearing House module, this process is automated and complete. A complete checkclearing process is included, with the option of accepting this information directly from the bank.

Clearing House- The Clearing House module allows for all ACH type transactions (DirectDeposits, Direct Debits, ACH, etc.) to be automatically prepared and transmitted to appropriateagencies.

Extended Budgeting- The Extended Budgeting module is used to create and analyze anunlimited number of budget types and scenarios. The system is built to allow for detailed drilldown information that can roll-up to an account. A seamless import/export with MS-Exceloffers a multitude of variations regarding deployment.

Fixed Assets- The Fixed Assets module tracks value and depreciation from acquisition todisposal. It is specifically designed to meet GASB 34 requirements. It is fully integrated withthe procurement applications and can do an actual asset creation from those applications if sotoggled.

Purchase Orders- The Purchase Orders module is a comprehensive, integrated managementtool that administers all purchasing information and decisions. It features real-time budgetchecking, electronic approval and work flow routing of purchase orders and online remote

purchase order entry. A complete Change Order process with detailed audit trails is alsoincluded for any modifications to an existing purchase order.

Requisitions- The Requisitions process provides tools to quickly and efficiently generate,process and approve both standard and contractual requisitions.

Accounts Payable- The Accounts Payable module is the management procurement piece forvendor payment processing. Through the use of electronic checks and e-workflow, it offers apaperless environment and creates an effective and efficient solution for all accounts payableneeds.

Project Management- The Project Management module is designed to monitor costs,budgets and requirements for projects and grants. It allows agencies to be proactive in the

project management and job costing area by tracking all aspects and stages of project andgrant activity. Multi-level tasking allows users to define each project in as much detail asdesired. The tight integration with other applications, such as Payroll and Accounts Payablemakes entering this information easy and accurate.

Payroll- The Payroll module is both comprehensive and robust. It was designed to exceedlocal governments' most complex payroll requirements. Users have the ability to controlauthorized positions and handle complex benefit and deduction calculations. Effective datesallow the user to enter updates and changes to the system at any time with the systemautomatically turning on the appropriate information.



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Payroll Budgeting- The Payroll Budgeting feature is a flexible budgeting tool that canleverage existing payroll history into reliable budget projections. It is designed so that anunlimited number of "what-if' scenarios can be executed and evaluated. Once a final budget isconfirmed, it will interface into the General Ledger budgeting applications.

Human Resources- The Human Resources module is a comprehensive solution to manageall employee information. Its reporting capabilities meet all OSHA, FMLA and EEOC

requirements and strict security standards ensure that sensitive records remain safe andsecure. The user-defined category and type set up allows HR to configure the system withexactly the type of information they need to monitor and keep. Electronic Personnel ActionForms are also available to automate processes such as issuing ID badges to new employeesor kicking off annual reviews.

Online Open Enrollment- The Open Enrollment feature combines strict administrative controlover the enrollment process with the feature rich, on-demand research and enrollment toolsthat employees want. This system allows monitoring of the entire process from initial researchto final enrollment, including automatically reminding those employees who have not yetcompleted the process.

Online Employee Self-Service- The Online Employee Self-Service feature empowers

employees to take an active role in tracking and maintaining their own information. Employeescan view their pay stubs, W-2's, employee information, vacation requests, etc. and also entertheir time via this application.

Online Applicant Tracking- The Online Applicant Tracking feature provides web portalaccess for applicants to view job openings, post resumes, and complete required applicationinformation. Built-in tools provide for easy review of applicant information, and automaticnotification of eligibility or rejection. Once the selected applicants are hired, data flows into thePayroll system for easy employee setup.

Accounts Receivable- The Accounts Receivable module provides a comprehensive systemfor creating and maintaining all information necessary to record and track customer data,invoices and balances. The application makes billing and reporting easy with its reporting and

query tools. Central Cash Receipts- The central Cash Receipts module provides secure management

and tight operational controls of payment collection and processing. It centralizes all paymentcollection for maximum productivity and control. Full keyboard input and direct interfaces tocash drawers and receipt printers ensure improved user efficiency. The detailed reporting andquery tools make finding information and daily balancing an easy task.

Public Consulting Group understands the expectations of the Citys Administrative Services

Department and has a good working relationship with the project team. They have managed the RFP

process and are uniquely qualified to provide project oversight. The PCG Team is immediately

prepared to provide effective Project Management, Oversight and Support Services. Both managerial

and technical staff will be assigned to the project. They will work alongside City staff providing

guidance, oversight of the ERP vendor and support to the Citys implementation of the new Financial,

Human Resources and Payroll system.

FISCAL IMPACT:

The ERP is an approved FY 2014-15 Capital Project. Funding for the project is contained in

the General Fund.



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Budgeted (Yes/No) Funding Source( general fund, grant, state)

Yes GF Acct # 01-67053Acct # 13-67001

4 Year Estimated Amount

Description Year 1 Year 2 Year 3 Year 4 Total

License Fees & Implementation $123,409.00 $22,424.50 $22,424.50 $22,424.50 $190,682.50

Total $123,409.00 $22,424.50 $22,424.50 $22,424.50 $190,682.50

4 Year Estimated Amount

Description Year 1 Year 2 Year 3 Year 4 Total

Project Management $73,200.00 $73,200.00

Total $73,200.00 $73,200.00

PREVIOUS COUNCIL ACTION/DECISION HISTORY:

In January 2013, the City Council adopted the development of the IT Strategic Technology andInteractive Government Projects, one of its key initiatives.

November 5, 2013 - Adoption of the FY 2013-2017 Information Technology Strategic Plan January 7, 2014Adoption of the implementation of Year 1 of the IT Plan as a key initiative for

2014

ATTACHMENTS:

Attachment IResolution

Attachment II Springbrook Software Contract

Attachment IIIPublic Consulting Group Contract

REVIEWED BY:

City Administrator City Attorney Administrative Svcs

Assistant City Admin. Director of CPB Director of Public Svcs

Public Safety Director Library Director Other: ___________



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Attachment I

CITY OF CARMEL-BY-THE-SEACITY COUNCIL

RESOLUTION NO. 2014-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO A

CONTRACT WITH SPRINGBROOK SOFTWARE FOR A NEW FINANCIAL,HUMAN RESOURCES AND PAYROLL SYSTEM IN AN AMOUNT NOT TO

EXCEED $190,683 FOR THE PERIOD OF SEPTEMBER 30, 2014 THROUGHSEPTEMBER 30, 2018 AND A CONTRACT FOR RELATED PROJECTMANAGEMENT OVERSIGHT SERVICES WITH PUBLIC CONSULTING

GROUP IN AN AMOUNT NOT TO EXCEED $73,200

WHEREAS, on November 5, 2013 the City Council adopted the FY 2013-2017 Information Technology Strategic Plan; and

WHEREAS, a key component of the Plan is the implementation of anEnterprise Resource Planning (ERP) System in order to automate workprocessess and more easily share data; and

WHEREAS, the Springbrook Software ERP is a cloud-based solution; and

WHEREAS, the ERP system is fully integrated and designed to improve

efficiency of daily business operations, improve data accuracy and ease ofreporting, and enable internal and external customers to find and access the datathey need to make informed decisions; and

WHEREAS, Springbrook Software can meet the Citys needs at areasonable cost; and

WHEREAS, Springbrook Software is currently used by over 85 Californiaagencies; and

WHEREAS, in order to implement this product, expert project managementservices are required; and

WHEREAS, Public Consulting Group (PCG) has been involved in the ITStrategic Planning process, development of the Plan, and managed theprocurement process; and



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WHEREAS, the PCG team is immediately prepared to provide effectiveproject management oversight and support services.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OFTHE CITY OF CARMEL-BY-THE-SEA DOES:

Authorize the City Administrator to Enter into a Contract with Springbrook Software for a

New Financial, Human Resources, and Payroll System in an Amount Not toExceed $190,683 for the Period of September 30, 2014 through September 30,2018 and a Contract for Related Project Management Oversight Services withPublic Consulting Group in an Amount Not to Exceed $73,200.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OFCARMEL-BY-THE-SEA this 8thday of September, 2014, by the following roll callvote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

SIGNED: ATTEST:

_________________ _______________________

Jason Burnett, MAYOR Lori FrontellaInterim City Clerk



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DocuSign Envelope 1

:

205766E4 1450 4E2F 9C7F 5EE2745974CD

Finance Payroll uman

Resources

Presented

By:

Tim Price

Vice President Sales and Marketing

tim [email protected]

503) 820-2204

9/5/2014

Attachment II


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DocuSign Envelope ID: 205766E4 1450 4E2F 9C7F 5EE2745974CD

Spri

Online Applicant Tracking Professional Services - Onsite

Working with a Springbrook Consultant onsite, you will configure,

test

and deploy ervice

0

4,500.00

4,500.00

the Online Applicant tracking portaL This services includes configuration assistance Professional;

fOr20 as well as other core I with this feature.

Subscription Def

erra

l SaaS - Purchase Orders Electronic Approval Work lows

License

Subscription Deferral SaaS- Purchase Orders

Ele

c

tr

onic Approval Workflows

Subscription

( n8.oo) ( 384.00)

SaaS -Accounts Payable Positive Pay Export

Thi s

feat

ure

enab

l

es

you to produce a fl

at

file export from your application

of

checks

License

550.00 550.00

issued In

the

Computer Checks process. Initial configuration and deployment Subscription;

Finance Professional Services - Plus

Offering is limited to Professional Services

for the

following Features and Functions.

Additional Professional Services are required for Features and Functions not listed:

AP: Application Configuration, Invoice processing, Computer

Che

cks Processing

and

Reporting

GL: Application Configuration, Chart

o

Accounts Maintenan ce, Journal Entries,

Budgeting,

Bas

ic Reporting

BR:

Application Configuration, Account Reconciliation

CH:

Application

Co nfi

guration, Electronic Payment Processing

CR: Application Configuration, Cash Receipt Processing

Service

4

PM: Application Configuration, Project Configuration, Task Maintenance and

Professional;

0

12,800.00 12,800.00

Reporting

- Plus includes an assigned Implementation Consultantand Project Manager, as we ll

as access to

elearning

materials. The project completion da

te

is approximately 12

weeks from start. Finance Professional Services - Plus provid es ons ite Parallel

Processing and Go Live assistance with

the

Consultant. Also included

are

Best

Practice

and

Standard Application configuration sessions with

the

Consultant. Basic

Chart

of

Accounts form ulation assistance is provided in - Plus. Online webina r

training for Reporting Tools

and

Budgeting is provided.

Additional modules

and

functions that are necessary

after

Core Sys

tem Go Live

Sa aS Acco

un

ts Receivable

Invoice an d Manage outstanding receivables

and

collections with

the

Account

Receivable module. This module

uses

your existing cu

stomer and

location r

eco

rds to

License

create

miscellaneous receivable accounts for

your

customers. Features include

Subscription;

1,650.00 1 ,650.00

unlimited b illi

ng cycles, recurring invoicing groups, structured

fee

codes,

Past

Due

and Collections proces sing

as

well as

in t

egration to Springb rook's Cash Receipting

modu le.

Business Process Study- Human Resources: Onsite

This service

in

cludes working with a Springbrook Consultant to review current

business

pr

ocesses and understand functionality present

in

the Springbrook

6

application. The findings from this session will be used to formulate

an

Service

0

5,040.00 5,040.00

Implementationplan

that

will meet yourtunctional requirements.

Foll

owing the Professional;

session your Springb rook Implementation team will deliver a document identifying

deviations from the application Best Practices as well as a Statement of Work to

document the

of

the identified.

Dashboard Premium Component Setup

Service

This service allows you to work with a Springbrook team member to review and

Professional;

0

525.00 525.00

Subscription Deferral -On line Applicant

Tr

acking

icense

8

Subscription Deferral- Online Applicant Tracking

Subscription

( 375.00) { 1,125.00)

Accounts Receivable Professional Services

Working with a Springbrook Consultant, you will configure and deploy the Accounts

Service

9

Re ceivable Module. Based on

the

number and complexity

of

your receivables, this is

Professiona l;

0

2,100.00 2,100.00

typically a

1-2

day r

emote tra

in

ing

event

you will complete following

th

e

Go Live

of

Finance

10

Subscription Deferral - Online Employee Self Service

( 375.00) ( 1125.00)

Subscription Deferral - Online Employee Self Service

Human Resources Professiona l Services - Onsite

Working with a Springbrook Consultant onsite, you will configure and deploy the

Service

11

advanced features and functions in

the

Human Resources module. This includes

Professional;

0

4,500.00 4,500.00

configuration assistance f

or

Unions, Plans, Personnel Action Forms and other core

in this module.

12

Subscript i

on

Deferral SaaS -Accounts Payable Positive Pay Export

( 91.00) { 2]3.00)

Subscription Deferral SaaS -Accounts Payable Positive Pay Export

1


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DocuSign Envelope ID: 205766E4-1450-4E2F-9C7F -5EE2745974CD

Sprin

License

14

Subscription

8

( 110.00)

( 330.00)

Processing Assistance -Onslte

Th

is offering will prov ision an additional on-site Parallel Processing

and

Validation

session with your SpringbrookConsultant(s). You

will

work

to

parallel your

Service

15

previously c ompleted business process by replicating data entry and processing in

Professional;

0

],000.00

],000.00

Springbrook. Identified differences will

be

identifiedand correct were applicable.

This additional parallel processing assistance is recommended for large, complex

or

I

Payroll Post Go-Live Refreshe r Training Onsite

This optional training and consulting services are available at all Payroll Product

levels. Post Go-Live Refresher Training allows you to reconnect with your dedicated

16

Implementation Consultant a few weeks following yourGo-Live. You

will

be able to Service

0

1,400.00 5,600.00

review key processes, ask more in-depth questions about

the

application and Professional;

4

exp lore advanced

fea

tures and functionality in the software. Spring brook strongly

recommends this offering f

or

users that want to go beyond the basics in the

Payro

ll

Personnel Mana

ge

m

ent

Professional Services- P

rem

ier

Offering is limited to Professional Services for the following Features and Functions.

Additional Profess ional Services are required fo r Features and Functions not listed:

Application Configuration

Basic Payroll Processing

FLSA Configuration

Position Configuration

Grade & Steps Configuration

Service

1] Remote Time En try Configurati

on

Professional;

0

27,440-00 27,440.00

Direct Deposit Configuration

State and Federal Reporting

Payroll ProfessionalServices- Premier

is

available for all deployment models.

Premier includes an assigned Implementation Consultant and Project Manager, as

well

as

access to eLearning materials. Payro Professional Services - Premier

pro vides ons ite in-depth configuration assistance as well as Best Pract ice and

Standard

Application configurations, onsite Parallel Processing assistance and onsite

Finance Conversion Serv

ic

es - Plus

Finance Conversion Services Plus is available for all deployment models. Plus

Conversion Services are designed to convert crit ical data necessary fo r process

in

g in

the application. Services

at

Plus consis t of conversion

of

General Ledger Chart of

Accounts Masters, General Ledger Beginning Balances (current and 3 years prior)

General Ledger Fiscal Period Ba lances (3 years prior) and

currentYTD

AP 1099

Service

18

Vendor totals.

Conversion

0

5.400.00 5.400.00

Additionally, Plus Conversion Services also include conversion of Accounts Payable

Vend

or

Masters and Fixed Asset Masters.

All

Conversion Services identified at this level are Template Conversions. The Client

will

be responsible for extracting the data from the current system and populating it

into the temp lates provided by Springbrook. Only data populated

and

available on

the

will

be converted.

Sa

aS - Accounts Electronic Approval Workfl

ows

All

ow users to approve Invoices electronically. Working with a Springbrook

Consultant, you will define rul

es fo

r approval and escalation for each department in

your

organization. Once

dep

loyed, users will receive email notification

when the

License

19

have

any

outstanding

approval, their item has

been

approved or reje

cted.

This

Subscription;

1,1S5-00

1,155-00

feature

will

be implemented after the Go-Live.

***Due to the nature of this featu re, a cost estima te for the services

will

be provided

in a State of Work during

the

Discovery phase . Consulting

and

te s

t ing time

above

the

hours at the current Rate

SaaS Finance App lication Leve

Finance Level 2 is available

in

5aaS, License Hosted, License deployment models.

Level 2 allows for up

to

25 Funds and up

to

5 Banks. Eight Fu ll Users and 75 Casual

Us

ers are allowed for in Finance Level 2.

The following fea tures are includedas Standard

in

Finance Level

2:

License

20

General Ledger with Basic Budgeting, Standard Reports Library, Query by Example

Subscription;

4 ,400.00

4,400.00

Ad-Hoc Reporting Tool, and Visual Reporting for

CAFR

Extended Budgeting & Forecasting

Accounts Payable with Standard M

ode

(Invoices & Checks), Vouchers Mode

{Vouchers & Checks), Warrants Mode {Vouchers & Warrants) , Multi-BankChecking.

2


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DocuSign Envelope 10: 205766E4-1 450-4E2F-9C7F-5EE2745974CD

21

22

23

24

25

6

27

28

29

Purchase Orders

Project/Grant Accounting

Fi

xed

Assets (*Requires additional Services to implement.)

Miscellaneous Cash Receipts {Up to 3 Stations)

Dashboard

Optional for an additional fee

in

Finance Level 2: APPositive Pay

All standard interfaces included

in

this produc t are provided as

is.

Customization to

meet

specific 3rd party vendor requi rements are billed separately and are not

included with this product.

***This product requires Professional Services for use and are

li

sted as a separate

SaaS - Payroll Management Application Level 2

Payroll Personnel Management Level 2

is

ideally suited

for

organizations with up

to 75 Full Time Emp loyees, up to 150 Part Time Employees, and for up to 2 Pay

Schedules. Payroll & Personnel Management Level 2 does not allow for Maintaining

a Pension.

Additional options: Payroll Positive Pay. Ten FullTime Users and 150 Casual Users are

allowed for in Payroll & Personnel Ma nagemen t Level 2.

The following

fea tu r

es are inclu

ded

as Standard in Level 2:

Payroll with State and Federal Reporting,

PR

Eectronic Check Signature,

Direct

Deposit Reporting, Auto

mated

Retro Pay Process

in

g, Payroll M

ICR

Checks,

Advanced FLSA Configuration, Human Resources with Mass Employee Election

Update (Bulk Deductions), Salary Wage Control {COLA, Grade Step

Adjustments), Position Management {Position Control, Plans), Union Management

most typically 1 Union), Eectronic PersonnelActi

on Fo

rms

All

standard interfaces included

in

this product are provided as is. Cus tomization

to

meet specific 3rd party

vendor

requirements are billed separately and are not

included with this product.

***This

product

requires Professional Servicesf

or

u

se

and are listed as a separat e

on this

contract

SaaS - FULL User

SaaS Dashboard Premium Components

This

opt

ion

is

available

at all

pr

oduct

levels. Premium Dashboard co

mp onents

expand on

the

basic

compo

nents available to provide increased organizational

awareness, process transparency

and

high level

budget in

formation. These

additional components offer information

that is

catered

to

your casual inquiry users,

SaaS Purcha

se

Orders Electronic Approval Workflows

Electronic Workflows

for

Purchase Orders allow users to app rove Purchases

electronically. Working with a Springbrook Consultant, you will define rules

for

approval and escalation for each department

in

your organization. Once

de p

l

oy

ed,

users will receive email notification when the have any outstanding approval or their

item has been approved or rejected. This fea ture

will

be implemented after the Go

Live.

***Due

to

the nature of this fea

ture and

the time involved with implementing, a cos t

estimate will be provided but consulting and test ing time above the estimate will be

I

Subscription Deferra l SaaS Payroll & Personnel Application Leve

Subscription Deferral SaaS- Payroll Application Level 2

SaaS Payroll Electronic Approval Workflows

Allow users to approve Timesheets electronically. Working with a Springbrook

Consultant, you will define rules

for

approval and escalation

for

each

department

in

your organization. Once deployed, users will receive email notification when

the

have any outstanding

ap

proval

or

their item has

been app

rov

ed

or

rejected. Th

is

feature

will be implemented

after the Go-Liv

e.

Due to the nature of this feature, a cost estimate for the services will be

provided in a State of Work during the Discovery phase. Consult ing and testing time

above the estimate will be billed at actual hours at current Rate.***

On line

Online

Business Process Study Level 3 Payroll Personnel Managemen t

Th

is service includes working with a Springbrook Consu

lt

ant to revi

ew

current

business processes and

understand

functionality present in th e Springbrook

application. The findings from this session will be used to formulate an

Impleme

ntat

ion plan that

will

meet your functional requirements. Following the

session t

eam

w

ill

deliver a doc

ument

License

Subscri

pt

ion;

License

Subscription;

License

Subscription;

License

Subscription;

Se

rvice

Professional;

0

Spri

6

,239-50 6,239.50

240.00 240.00

720.00

720.00

660.00 660.00

1,155-00 1 1 55-00

( 1,039-92)

1,155-00

1,

155-00

2,2SO.OO

2,250.00

6,000.00

6,000.00

3


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DocuSign Envelope 1 : 205766E4-1450-4E2F-9C7F-5EE27459 74CD

Spri

30

Subscription Deferral SaaS Payroll Electronic App

rova

l Workflows

{ 110

.

00)

( 330.00)

Subscription Deferral SaaS Payroll

Elec

tronic Approval Workflows

Online

Working with a Springbrook Consultant onsite, you

will conf

igure, test

and

deploy

Service

31

the Online Employee Self-Service portal. This service includes configuration

of

Web

Professional;

0

4,500.00 4,500.00

Timeshe

ets,

Vacation Approval and other

core

functionality

present

with this

Payroll Personnel Management Conversion Servi

ces

Plus

Payroll

&

Personnel Mana

geme

nt Conversion Services Plus

is

available

for all

deployment mod els. Plus Conversion Services

are

designed

to

provide convert

critical

data

necessary

for

processing Payroll in

the

application. 5ervi


13/39


DocuSign Envelope

10:

205766E4-1450-4E2F-9C7F-5EE2745974CD

Spri

Product Breakdown and Financial Roll Up

ecurring Costs

License

Maintenance

0.00 100

credited

upon

signing

Deferred

25

due

upon signing, 25 due

upon Acceptance

of Core

Modules

Service

Professional

8o,oo5.oo

Statement

of Work,

20

due up

on

completion

of Core

Module Setup

Phase,

20 upon

Co re Go-Live acceptance, 10

due upon

Full G

o-

Live

of all

Modules

Service

Conversion 10,800.00

License

Subscription

( 9,820.77)

100%

credited

upon signing

Deferred


14/39


DocuSign Envelope ID: 205766E4-1450-4E2F-9C7F-5EE2745974CD

Go Live Implementation

Fina

nce

General

Ledger,

Accounts Payable, Purchase Orders, Bank Reconciliation, Accounts Receivable,

ACH, Misc. Cash Receipts,

Project

Management,

Wo

rkflow automated

approvals)

P

ay

roll

Utility Billing

Dir

ect

Deposit, Employee Time Entry, FLSA

Calculation,

Payroll, Workflow (El

ectronic

Approvals)

Community Development

Special Assessments

Items listed as Go-Live requirements will be implemented as part

of

Core System Acceptance and Go-Live. Core Modules included

are

listed specifically within

the

Product License and Professional Service line items above. Other functions included

in

the Product License but not listed as part

of

the Core System

in

the

Professional Service levels require additional services to Implement. Additional Services and fun ctions will be implemented systematically following

Core

System Go-Live.

, Additionallnformation

Definitions

Masters: static information and data, based on a single individual

or

entity. An example

of

a Master file is Customer, Emp loyee

or

Vendor contact information.

History: Information

that

s updated

or

added on a regular basis that is tied to a Master

File.

An example of History Includes

Checks

Billings or Receipts.

Client Requirements

Client must perform all data extraction from

their

legacy system and populate Vendor's then current Standard Templates. Standard

Tem

plates and

fi

eld listings

are available

for

review by client upon request.

Client must validate the accuracy of data. Data in legacy system which is incorrect

or

does

not

balance will need

to

be altered by Client,

or

incorrect results will

be carried through

to new

system.

Client must provide data according

to

the schedule mutually agreed upon

with

Project Manager, or project may in

cu

r changes to schedule

or

additional fees.

Client must

prov

ide field descriptions and/or definitions for data

that s

being extracted

from

the legacy system.

Vendor Requirements

Vendor will provide the software base application. The base for the Springbrook application includes System Setup,

Genera

l Ledger Shell, Cash Receipts Shell,

and Clearing House. The Springbrook

base

is included

in

all purchases.

Vendor will evaluate data provided from client

to

ensure that all required fields have been populated,

that

the formats provided meet the necessary criteria,

and the limitations

of

field ranges.

Vendor will provide consulting services

to

assist client

in

analyzing whether data inputs meet criteria specified, and assist

in

testing to

va

lidate inputs are

converted correctly to the SSI System.

Vendor will provide a secure method

for

electronic data transmission.

Vendor will ensure that all data provided in finalized templates are converted correctly into the corresponding fields

or

tables within the Springbrook

applica tions.

Once Client has offered final approval of data se ts, Vendor will provide three 3) data conversions into the Live

UB

System and one 1) data conversion into

the

Live system

for

all other Applicable as specified on table above.

Acceptance Period

Upon completion

of the

implementation of

each

Licensed Software Product purchased by

the

Client as set forth in the appropriate Order Form

or

Statement

of

Work, Client will have

3

calendar

days

to validate that

the

Products are performing in accordance with th is Addendum, the Master Agreement, and any

related Addenda.

Each

Application will be considered accepted by

the Client if

and when any one of the following

has

occurred;

(a) Cient provides vendor written affirmation that the Application

is

performing within the terms

of

this Addendum, the Master Agreement and any related

Addenda;

(a)

3

days

has

passed since

the

implementation { Go-live )

of

the

Application

without

written

notice

of

non-acceptance;

{b) Client is using the licensed Software Product at issue

for

its intended purpose; or

(c) One calendar year

has

passed since the Effective Date. Client agrees to grant Vendor access

to

any system where Licensed Software Products

are

installed

t o audit Client's

use of

the Licensed Software Pro ducts and compliance with this Addendum.

Core Modules Statement of Work

The Core Modules St atement of Work shall mean the statement of work that out lines the work necessary to implement

the

core f unctionali

ty

of the client

requested modules.

Acceptance

of

Co re Modules

of

Sta tement of

work

shall be deemed complete

for

billing purposes unless Client

has

provided written

not

ice

of

non-acceptance

wi thin 15 days of receipt of the Core Modules Statement

of

Work.

6


15/39


DocuSign Envelope 1 : 205766E4-1450-4E2F-9C7F-5EE2745974CD

dditional Information

Limitations of Conversions Services

Unless otherwise specified and agreed to Vendor will not consult

on

or assist in

the

removal of data from Client legacy sys t em.

Vendor cannot convert data from legacy system which is not available in a corresponding field.

Vendor canno t convert data into fields which exceed the maximum database

fi

eld limitations.

Spri

The services listed above do not include consulting or data manipulation for the purpose of supplying the Client with information the Client didn t previously

have access to.

Data requested to

be

convert

ed

after agreed to l

ive

conversion will

be

considered out of scope, and will require a change order, and be subject to additional

fees.

All

curren t templates and field listings are available on the

Sp

ringbrook Software, Inc. website, and included herein by reference.

Terms

ontract Term 48 Months

~

Special Terms

*Total Project Costs do not include travel, maintenance or subscription fees.

Th is Order Fo rm shows applications

Clie

nt has purchased and the amount charged for each, t he cost for implementati

on

services, and the accompanying

current maintenance costs.

By

signing t

he

Order Form, Client

is

agreeing to purchase these app

li

cations under the umbrella of the original master agreement

and the associated addenda in addi

ti

on to any terms described in this agreement to be executed between Client and Vendor and to the prices contained

herein. Pricing is based on standard contract. Deviations from standard contract terms may result in modified prices. Order Form assumes all products to be

implemented under the scope of a single project.

Client

caus

ed

project delays or requests

to

implement modules separately may require a change

order

and

additional services fees. Training and Business Process Study (BPS)

Es

timates do not include travel time or travel expenses. **Investmentwill vary based on

number of users, servers and GB being backed up. Electronic Signatures and

Cop

ies of Documents: The parties agree that this Agreement and any other

documents memorializing agreements betw

een

the parties may

be

executed and/or delivered by electronic means, including, without limitation, electronic

signatures, images of signatures, or copies of original signatures or documents, and may be delivered by electronic mail, facsimile transmission, or other

electronic or no

n

electronic means.

All

documents executed and/or delivered by electronic means s

hall

have th e same force and effect as an original, signed

document, for all intents and purposes, including, without limitation, all applications of statutes of frauds, the best evidence rule, and any sim ar rules,

statutes, regulations, or othe r principles of law. The party receiving a document signed and/or delive red by electronic means may rely

on

and use such

el

ect

ronic document to

the

same sco

pe

and

extent

as i it were

th

e original, hard copy document duly executed by t he ot her party.

7


16/39


DocuSign Envelope ID: 205766E4-1450-4E2F-9C7F-5EE27 4597

4CD

Sprin

I

Signed B

SignEd

8

1\ame (Pri' lt)

ame (l'rint)

Title

Title

D ~ t e

ate

8


17/39


DocuSign Envelope

10:

205766E4-1450-4E2F-9C7F-5EE2745974CD

CONTRACT

2 14

SPRINGBROOK SOFTWARE, INC.

MASTER CLIENT AGREEMENT

This Springbrook Software, Master Client Agreement is made and entered into as by and between Springbrook Software, Inc. , an Oregon corporation having

its principal place of business at 1000 SW Broadway suite 1900,

Po

rtland OR 9720

5,

( Vendor

) and

( C i ienf), a California agency having its principal place

of

busi

ne

ss at

P.

0 .

BO

X CC, CARM EL-BY- THE-SEA. Californi

a.

Th

is

Ag

reement consists

of

he general terms

and

conditions set forth below and any applicable Addenda.

GENERAL TERMS AND CONDITIONS

DEFINITIONS

Ca pitaliz

ed

te

rm

s

in th

is Agreem

en

t mean the following un less

specifically defined elsewhere

in

th

is Agreement, or in an applicable

Addendum or Order Form.

Add

endum means an amendment

or

supplement to this Agreement

execut

ed

by b

oth

parties.

Agr

eement means this Agreement, any applicable Addenda, and

any Order Form

or

Statement of Work executed by bo th parties.

Change Order means a written request to change the terms or

scope

of

a Stat

em

ent of Work or an Order Form.

Claim means any claim, demand, cause of action, debt, liability,

or

other obligation, inducting reasonable attorney fees incurred in

connection with such a claim.

Confidential Information means (a) any confidential, proprietary or

trade secret i nformation

of

the disclosing party ( Discloser ) that, if in

tangible form, is reasonably marked as confidential , secret or with a

comparable legend, or, if disclosed orally or visually, is reasonably

identified as confidential at the time

of

disclosure or with

in

a

reasonable time fo llowing disc losure; (b) discussions

re

lating to su ch

information; and (c) any informati

on

the receiving party ( Recipient )

knew

or

reasonably should have reasonably known under the

circumstances to be confidential.

Consulting Serv ices means services provided to analyze Client

req uirements and make recommendations on how to best imp lement

and utilize Vendor Products. Client is solely responsible for insuring

that accepted recommendations are appropriate for use within the

Client's organization.

Documentation mea

ns

the then-curre

nt,

non-user specific, written

instructions, user guides, and user manuals for the Products, if

applicable, whether

in

electronic, paper or other equivalent form,

provided by Vendor to Client.

Ex

ecut

able Code means the fully compiled version

of

a softwa

re

program that can be executed by a computer and used by an end user

without further compilation.

Effective Date means the date the applicable Order Form is signed

by the Client for the Products

or

Ser

vi

ces

be

ing purc

ha

sed.

Fee

s has the meaning set forth in Section 3.1 below.

Inde

mnified

Parties means each party entitled to indemnification

under this Agreement and its officer

s,

di rectors, employees and

agents.

Page 1

of5

Software Products or

Ve

ndor Softwa

re

means the machine

readable, object-code version

of

the software by Vendor to Client,

includ ing all related Documentation and any modified, updated or

enhanced ve rsions

of

the software that Vendor may provide to Client,

as set forth in the applicable Order Form and under the terms and

conditions

of

this Agreement.

Product Maintenance Services me ans on-going services provid

ed

by Ven dor to Client as se t forth in the Software Maintenance

Addendum.

Order Form means the ordering documents, in a form specified by

Vendor, representing the in itial purchase of the Products as well as

a

ny

subsequent purchases of Products tha t are signed and submitted

by Client

to

Vendor.

Output

means any work product, forms, checks, statements, reports

interfaces to third parties,

or

informati

on

provided by Vendor or Vendor

Product

s.

Products means items purchased by Client as set forth in an Order

Form

or

Statement

of

Work, in accordance wi

th

any applicable

Addendum. Products may include Software Products, Services,

Su bscription Services, Product

Ma

intenance Services, Professional

Services, a

nd

Product Customization.

Pr

ofessional S

ervice

s means implementation, training, installation

and data recovery, migration and restoration services and other

p

ro

fessional services prov ided by Vendor to Client, but specifically

ex

clu

ding Product

Ma

intenance Se

rv

ices and Subscripti

on

Services.

Services means Consulting Services, Subscription Services,

Professional Services, Product Customization, and any other services

provided by Vendor to Client.

Subscription Se

rvices

means software based services that are

provided to the Client by the Vendor or a third party on a re-occurring

basis.

Source Code means the human-readable version

of

a software

prog ram t

ha

n can be compiled into Executable Code.

Statement of Work means a written description of work signed by

the parties pursuant to which Vendor provides Professional Services to

Client an d is covered by the terms and conditions of this Agreement.

Taxes has the meaning set forth in Section 3.4 . Term has the

meaning set forth in Section 9.1.

2 SCOPE OF AGREEMENT.

Th

is

Ag

reement states the terms

and cond

itions pursuant to

wh

i

ch

Ven

dor will provide Products

and

Services to

the

Clien

t.

Th

ese

general

terms and conditions may be supplemented by

the

applicable Addenda,

-Master

Client

Agreement


18/39



including any Addenda identified in Table A. Client understands that all

or certain portions of the Products sold or licensed under this Agreement

may be provided by a third party service provider. Client also

understands that all Products purchased by the Client as part

of

this

Agreement are provided as is. Any Client specific changes to the

Products will require

an

Addendum or amendment consistent with

section 11 .3.

3 FEES AND PAYMENT

3 1 Fees.

Client will remit to Vendor all applicable fees, including but not limited to

license, maintenance, professional service and other fees for those

Products and Services purchased by Client, as set forth in any applicable

Order Form or Statement of Work (collectively, Fees ).

In

addition,

Client shall reimburse Vendor for any reasonable expenses, including

travel, travel time, phone and related expenses incurred in the

performance of Services, which costs are also considered to be Fees.

Except as specifically set forth in this Agreement, all Fees are fully

earned upon receipt and non-refundable.

3.2 Payment.

Payments due under this Agreement shall be made in U.S. currency in

the amounts and at the times set forth in the applicable Order Form or

Statement of Work or,

if

not indicated therein , within thirty (30) days of

the date of invoice. If Client fails to timely pay any amount when due,

Client shall pay, in addition to all principal due, interest at the rate

of

one

percent (1.0%) per month, but not to exceed the maximum allowed by

law, on such delinquent amount.

3.3 Suspension of Services

Vendor may, at its sole discretion, may suspend client's right to use any

Product provided by Vendor under this Agreement if Client fails to remit

any payment when due within ten (10) business days after receiving

written notice from Vendor that payment is past

due

. This section does

not in any way waive Vendor's rights under section 9.

3.4 Taxes.

All Fees are exclusive of any sales, value-added, foreign withholding or

other government taxes, duties, fees, excises, or tariffs imposed on the

production , storage, licensing, sale, transportation, import, export, or use

of the Products or performance of any Services (collectively, Taxes ). If

the Vendor is assessed Taxes or the Client is required to withhold Taxes

related to services provided under this Agreement, Cl ient will be

responsible

for,

and will reimburse the Vendor. Taxes shall be

considered a Fee and will be subject to the terms and conditions set forth

in this section 3.

4 OWNERSHIP

4.1

Ti tle

Client acknowledges, represents and warrants that title to and ownership

of the Products, Systems, and Documentation, including all corrections,

enhancements, or other modifications to the Software, Products,

systems, and Documentation, are the sole

and

exclusive property of

Vendor and its third party vendors. This includes all material displayed

on

the screen or generated, such as icons, screen displays, etc.

4.2

Proprietary

Rights Notices.

Client shall not delete, alter, cover, or distort any copyright, trademark, or

other intellectual property rights placed on or in the Products and shall

ensure that all intellectual property right notices are reproduced on all

copies thereof.

Page 2 of

J

CONTR CT

2 14

5 CONFIDENTIALITY

5 1

Obligations.

Each party acknowledges that,

in

the course of its performance

of

this

Agreement, it may obtain the Confidential Information of the other party.

The duty to protect any Confidential Information sha ll survive the

termination

of

this Agreement. The Recipient of any

Con

fident ia l

Information shall use the same level of ca re to protect the Confidential

Information

of

the Discloser that Recipient takes to protect its own

confidential information, but, at a minimum, sha ll take reasonable steps

to prevent the unauthorized disclosure

of

and to maintain the

confidentiality of the Confidential In fo rma tion of Discloser. Recip ient shall

not disclose the Confidential Information of Discloser to any employees,

contractors , or other third parties except as specifically authorized by

Discloser or as necessary to perform Recipient's obligations under this

Agreement. Recipient sha ll use its best reasonable efforts to ensure tha t

any party to whom Recipient does disclose Confidential Information is

subject to confidentiality obligations at

le

ast

as

protective

as

those

in

th is

Agreement. Recipient shall be liable for any breach

of

these

confidentiality ob ligations by any individual or entity receiving Confidential

Information from Recipient.

Ho

wever, the parties acknowledge and agree

that, notwithstanding such measures taken to prevent unauthorized

disclosure, use

of

or connection to the Internet provides

the

opportunity

for unauthorized thi

rd

pa rties

to

circumvent such precautions and illegally

gain access to Confidential Information. The Confidential Infor

ma

tion

disclosed by Discloser may only

be

used by Recipient

as

necessary to

perform its obligations or exercise its rights under this Ag reement.

Recipient shall indemnify Discloser fo r damages or costs incurred by

Discloser as a result of the unauthorized use, disclosure or distribut ion of

any Confidential Information facilitated by Recipient's breach of these

confidentiality ob ligations.

5.2 Exceptions.

The obligatio

ns

set forth in Section 5.1 will not apply to any information

that is required to be disclosed by:

(a) An authorized court or other governmental body or;

(b) Otherwise required by law. Such disclosure will not be considered

to be a breach of this Agreement or a waiver

of

confidentiality for other

purposes; provided, however, that Recipient will prov ide prompt written

notice thereof to Discloser and will cooperate with Discloser to limit any

disclosure to the fullest extent possible.

6 LIMITED WARRANTIES AND DISCLAIMERS

6.1

Assumption

of Responsibility.

Client assumes all respo nsibility for the selection of, appropriateness of,

use

of,

and results obtained

from

the Products and Output. Client

warrants that it is solely responsible for setting up and administering

internal controls to verify the accuracy of the Products' Output on an

ongoing basis. All warranties made by Vendor, express or implied,

extend solely to Client and not to any third parties .

6.2 DISCLAIMER.

EXCEPT AS EXPRESSLY WARRANTED IN THE APPLICABLE

PRODUCT ADDENDUM, THE PRODUCTS ARE PROVIDED AS IS,

WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS ,

IMPLIED,

OR

STAT UTORY, INCLUDING BUT NOT LIMITED TO ANY

IM

PLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE,

NON -INFRINGEMENT OR NON-MISAPPROPRIATION OF

INTE LL ECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM,

TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL

CONTENT OR RESULTS, OR SYSTEM INTEGRATION, OR ANY

WARRANTIES OR CONDITIONS ARISING UNDER ANY OTHER

LEGAL REQUIREM ENT, AND VE ND OR EXPRESSLY DISCLAIMS ALL

SUCH WARRANTIES. VEN

DOR

MAKES NO WARRANTY THAT TH E

-Master Clie

nt

Agreement


19/39



PRODUCTS WILL RUN PROPERLY

ON

ALL HARDWARE, THAT THE

SOFTWARE, HOSTED SERVICES OR OTHER PRODUCTS WILL

MEET THE NEEDS OR REQUIREMENTS OF CLIENT OR ITS USERS,

WILL OPERATE

IN

THE COMBINATIONS THAT MAY BE SELECTED

FOR USE

BY

CLIENT

OR

ITS

US

ERS, THAT THE SOFTWARE

OR

HOSTED SERVICES WI LL BE UNINTERRUPTED OR ERROR FREE,

OR THAT ALL ERRORS WILL BE CORRECTED.

7 INDEMNIFICATION

7.1 y

Client.

Client shall indemnify, defend

and

hold Vendor harmless from any

Claims

to

the extent that the Claims arise out of or relate to:

(a) Client s Failure to verify the appropriate use of Vendor Products

and Output;

(b) Failure

of

Client to verify the accuracy

of

Output;

(c) Client s fa ilure to implement and administer internal controls,

including

in

ternal

con

trols to

ve

rify,

on an

ongo

ing

basis, the

appropriate use and accuracy, Output;

(d) Any data, software, or other materials provided by Client;

(e) Any use of the Products or Services inconsistent with their

intended use, as man ifest in this Agreement;

f) Any modification, alteration, misuse,

or

combination of the

Products or Services with other hardware or software;

or

(g) Client s wilful

or

reckless misconduct.

7.2 By Vendor.

Vendor

shall indemnify, defend and hold Client harmless from a

nd

against any Claim s to the extent that the Claim s are based on Vendor s

willful or reckless misconduct.

7.3 Entire Obligation.

THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS

SECTION 7 CONSTITUTE EACH PARTY S ENTIRE OBLIGATION

AND LIABILITY FROM OR RELATED

TO

THIS AGREEMENT

R

EGA

RDING THIRD PARTY CLAIMS.

8 LIMITATION OF LIABILITY

8 1

Waiver

of

Consequential Damages.

IN NO

EVENT WILL EITHER PARTY BE LIABLE FOR: (A) THIRD

PARTY CLAIMS OR LIABILITIES OTHER THAN THOSE IDENTIFIED

IN SECTION 7; OR (B) ANY SPECIAL, INDIRECT, INCIDENTAL,

EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,

INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA,

INACCU RACY OF DATA, LOSS OF ANTICIPATED REVENUE OR

PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER

ASSETS OR LOSS OF GOODWILL, WHETHER OR NOT

FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF

SUCH

DAMAGES AND

NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL

PURPOSE OF THIS AGREEME NT OR ANY LIM ITED REMEDY

HEREUNDER.

8.2 Cap

on

Liability.

IN NO E

VE

NT WI

LL

THE TOTAL LIABILITY OF VENDOR ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED

TH E FEES PAID BY CLIENT FOR THE SERVICES OR PRODUCTS

IN QUESTION OR THE CAPS ON LIABILITY SET FORTH IN THE

APPLICABLE PRODUCT ADDENDDUM, NOTWITHSTANDING ANY

FAILURE

OF

THE ESS ENTIAL PURPOSE

OF

THIS AGREEMENT

OR ANY

LI

MITED REMEDY HEREUNDER. IN NO EVENT WILL

Page 3 of s I

CONTRACT 1

2 14

VENDORS LICEN

SO RS

OR THIRD PARTY PROV

ID

ERS BE LIABLE

FOR ANY DAMAGES, WHETHER

DI

RECT, INDIR

EC

T OR

CONSEQUENTIAL, OF ANY KIND IN CONN ECT IO N WITH OR

ARISING OUT OF THIS AGREEMENT. FOR FEES THAT ARE PA ID

ON A

RE-

OCCUR

IN

G BASIS, LIABILITY IS CAPPED AT AN

AMOUNT EQUAL TO THE FEES PAID IN ONE FULL YEAR FOR

THE SERVICES OR PRODUCTS

IN

QUESTI

ON

.

83

Disclaimer.

THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF

ACTIO N

IN

THE AGGREGATE , INCLUDING

WI

THOUT LIMITA

TIO

N,

BREACH

OF CON

TRACT,

BR

E

ACH

OF

WA

RRANTY,

IND EM NIFICATIO

N,

NEGLIGENCE, STRI

CT

LIABILITY,

MISREPRESENTATI

ON

A

ND

OTHER TORTS,

AN

D STATUTORY

CLAIMS. EACH OF THE PARTIES ACKNOWLEDGES THAT IT

UNDERSTANDS THE LEGAL AND

ECO NO MIC

RAMIFICATIONS

OF

THE FOREGOING LIMITATIO

NS, AND

THAT

TH

E

FO

R

EGO IN

G

LIMITATIONS A

LLO CATE

THE VARIOUS RISKS

BETWEEN

THE

PARTIES AND FORM

AN

ESSENTIAL PART OF THE

AG

REE

ME

NT

OF THE PAR

TI

ES

.

9 TERM AND TERMINATION

9.1

Term.

This Agreement will commence upon the Effective Date and will continue

for the period set forth in the applicable Order Forms (subject to the

renewal terms set forth in

th

e applicable Product Addendum and/or t

he

applicable Order Forms} and/or Statements of Work ( Term ), unless

earlier terminat

ed in

accordance with the provisions

of

this Agreement.

9.2 Termination

Either party may terminate this Agreement, a

nd

any applicable addenda,

and Vendor may terminate Order Forms, upon written notice if the oth

er

party materially breaches this Agreement and fails to cure such breach

within one-hundred twenty (120} days after receiving specific written

notice

of

the nature

of

the alleged breach from the non-breaching party

and the opportunity

to cure. Ven

dor may terminate this Agreem ent if

Client fails to pay any portion

of

the Fees when due within th irty (30}

days after recei

ving

written notice

from

V

end

or that

pa

yment is past due.

Additional termination rights are set forth in the warranty and/or

termination provisions in the applicable Addendum.

9.3 Obligations upon Termination.

Upon the termina

ti

on or expiration of this Agreement:

(a} Client shall prom ptly pay in full all outstanding payments due to

Vendor {but in any event, no later than ten (10) business da

ys

following the date on which termination or expiration is effective};

(b) all licenses g ranted under this Agreement and any Addenda will

immediately terminate and

Cl

ient shall immediately cease all use of the

Products;

(c) Client shall remove all copies

of

the Software from its

com

puter

systems. The expiration or ter

min

ation

of

this Ag reement does not

relieve either pa rty of any obligations that have accrued on

or

before

the effective date of the termination or expiration.

9.4 Survival.

The

following Sections will

su rv

ive

the

te

rmination or expiration

of

this

Agreement: 1 and 4 through 10, and an y other provisions

of th

is

Agreement, including any Addenda, that by reasonable interpretation are

intended by the parties to survive the termination or expiration

of

this

Agreement.

10 GENERAL LIABILITY INSURANCE

Vendor will ma intain general liability insurance. Upon request by Client,

Master Client greeme t


20/39



Vendor will provide Client with proof

of

coverage. This certificate is

issued

to

the Client as a matter

of

information only and confers

no

rights

upon the Client. This Certificate does not amend, extend or alter the

coverage afforded

by

the insurer to the Vendor.

GENERAL

11.1 Reservation

ofrights

All rights not expressly granted to Client in this Agreement are reserved

by Vendor and its third party providers.

11.2

Entire

Agreement.

This Agreement, including the applicable Addenda and any Order Forms

or Statements

of

Work, constitutes the entire agreement between the

parties

and

supersedes all previous and contemporaneous agreements,

understandings and arrangements with respect

to

the subject matter

hereof, whether oral or written.

11.3

Amendment.

This Agreement may be amended or supplemented only

in

writing. Any

amendment must refer explicitly

to

this Agreement and must be signed

by both parties. All other agreements whether verbal, implied or written

are not binding to either party.

11.4 Waiver.

No term or provision hereof will be considered waived by either party,

and no breach excused by either party, unless such waiver or consent is

in

writing , and signed on behalf

of

the party against whom the waiver is

asserted. No consent

by

either party to, or waiver

of

, a breach

by

either

party, whether express or implied, will constitute consent to, waiver

of

, or

excuse

of

any

ot

her, different, or subsequent breach by either party.

.5 Severability.

If any provision

of

this Agreement is held to be invalid or unenforceable

for any reason, the remaining provisions will continue in full force without

being impaired or invalidated

in

any way. The Parties agree that any

invalid provision will be deemed

to

be restated so as to be enforceable to

the maximum extent permissible under law consistent with

th

e original

intent and economic terms

of

the invalid provision.

11.6 Relationship

of

Parties.

The parties

to

this Agreement are independent contractors. There is no

relationship of agency, partnership, joint venture, employment or

franchise between the parties. Neither party will have, and will not

represent that it has, any power, right or authority to bind the other party,

or

to

assume or create any obligation or responsibility, express or

implied, on behalf

of

the other party or in the other party s name.

11.7

Non Exclusive Relationship.

This Agreement is non-exclusive. Each party will be free

to

enter into

other similar agreements

or

arrangements with other third parties.

11.8

Assignment.

Neither party will indirectly or directly transfer or assign any rights under

this Agreement, in whole or part, without the prior written consent

of

the

other party. Notwithstanding the foregoing , the Vendor may, without the

prior written consent

of

the other party, assign

in

its entirety or in part this

Agreement to a subsidiary or affiliated entity as part

of

a divestiture,

corporate reorganization or consolidation, or to another party in

connection with a merger, acquisition,

or

sale

of

assets or stock,

provided the successor agrees in writing to assume all

of

the assigning

partys obligations hereunder. Any assignments contrary to this Section

11.8 will be void. Subject

to

the foregoing , this Agreement will bind and

inure

to

the benefit

of

the parties and their respective successors and

penmitted assigns.

Page4 of5 I

CONTRACT 2 14

11.9

Compliance with

Laws.

Each party shall be responsible for its own compliance with laws,

regulations and other legal requirements applicable to the conduct

of

its

business and

th

is Agreement, and agrees to comply with all such laws,

regulations and other legal requirements.

11.1 0 Force Majeure.

Except for Client s payment obligations under this Agreement, neither

party will be liable for any failure or delay

in

performance under this

Agreement which might

e

due

in

whole or in part, directly

or

indirectly,

to any contingency, delay, failure, or cause

of

, any nature beyond the

reasonable control

of

such party. Such causes include, without

in

any

way limiting the generality

of

the foregoing, fire, explosion, earthquake,

storm, flood or other weather, unavailability

of

necessary utilities

or

raw

materials, power outage, strike, lockout, unavailability

of

components,

activities

of

a combination

of

workmen

or

other labor difficulties, war, act

of

terrorism, insurrection, riot, act

of

God or the public enemy, law, act,

order, export control regulation, proclamation decree, regulation,

ordinance, or instructions

of

government or other public authorities, or

judgment

or

decree

of

a court

of

competent jurisdiction (not arising out

of

breach by such party

of

this Agreement).

11.11 Inspection

Client will permit Vendor or its representatives to review Clients relevant

records and inspect Clients facilities and systems to ensure compliance

with the Agreement. Vendor will give Client at least ten (10) days

advance notice

of

any such inspection and will conduct the same during

normal business hours

in

a manner that does not unreasonably interfere

with Client s normal operations.

.12

Governing

Law.

This Agreement will be governed by and construed under the laws

of

the

United States, the State and county

in

which the Client is located, as

defined

at

the beginning

of

this agreement.

11.13

Dispute Resolution

and Jurisdiction.

The parties will attempt

to

resolve any dispute relating

to

this Agreement

by good faith negotiation between business principals prior to initiating

fonma

l legal proceedings relating to the dispute.

In

the event the parties

are unable to resolve the dispute, any such claim shall be submitted

to

a

Court

of

Law.

11.14 Attorney Fees.

In the event any attorney is employed by any party to this Agreement

with regard

to

any legal action, arbitration or other proceeding b

ro

ught

by any party for the enforcement

of

this Agreement, or because

of

an

alleged dispute, breach, default or misrepresentation

in

connection with

any

of

the provisions

of

this Agreement, then the party or parties

prevailing

in

such proceeding, whether

at

trial or upon appeal, will be

entitled to recover reasonable attorney fees and other costs and

expenses incurred,

in

addition to any other relief to which it may be

entitled.

11.15

Notices.

All notices, consents, and approvals under this Agreement must be

delivered in writing by courier, by overnight mail service, by certified or

registered mail, (postage prepaid and return receipt requested}, or by

facsimile transmission (including delivery receipt), including

to

the other

party

at

the address set forth beneath such partys signature and will be

effective upon receipt. Either party may change its address by giving

written notice

of

the new address to the other party.

11.16

Press

Release.

In the event that Vendor wishes to issue a press release announcing the

existence of

th

e relationship between the parties and the nature

of

this

Agreement, Vendor will provide such press release to Client for Clients

Mas

ter

Client Agreement


21/39


DocuSign Envelope ID : 205766E4-14504E2F-9C7F-5EE27 45974CD

written approval and consent. Such approval and consent will be in

Client s sole di scretion. No other press releases that mention the other

party shall be issu

ed

w

ith

out

the

other partys prior written approval.

Client agrees to allow Vendor to list Client as a customer.

11.17 Construction of Agreement .

This Agreement has been approved by

the

respective parties hereto and

the language hereof will not

be

construed for or against any party. The

titles and headings herein are for reference purposes only and

will

not

in

any manner limit the construction of this Agreement, which will be

considered

as

a whole.

11

.18 Counterparts and Electronic Signatures.

Electronic Signatures and Copies of Documents: The parties agree

that this Agreement and any oth

er

documents memorializing

CONTRACT 1

2 14

agreements between the parties may be executed and/or de livered by

electronic means, including, without limitation, electronic signatures,

images of signatures, or copies

of

original signatures or docu

me

nts,

an d may be delivered by electronic mai l, facsimile transm

is

sion, or

other electronic or

no

n-electronic means. All documents executed

and/or delivered by electronic means shall have the same force and

effect as

an original, signed document, for all intents and purposes,

including, without

lim

itation, all applications

of

statutes

of

frauds, the

best evidence rule, and any similar rule

s, statutes, regulations,

or

other

principles

of

law. The party receiving a document signed and/or

delivered

by

electronic means may

re

ly on and u

se

s

uch

electronic

document to the same scope and extent as if it were the original , hard

copy document duly executed by the other party.

IN WITNESS WHEREOF,

each of the parties hereto has caused this Agreement to

be

executed as of the Effective

Da

te by a duly autho

rized

officer or

representative.

Siqnature Section

Vendor

Springbrook Software, Inc.

Client

Siqned

By

(Print)

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Siqned By (Print)

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Title

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Signature

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Ad ditional Siqnatures

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Client

Signature

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Signed by (Print) Sianed bv IPrintl

Title Title

Date Date

Page

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-Master Client Agreement


22/39



DDENDUM

2 14

SPRINGBROOK SOFTWARE, INC.

SOFTWARE MAINTENANCE ADDENDUM

Th

is Addendum sets forth additional terms and conditions applicable

to

Product Maintenance Services purchased by

( C

lient )

from

Springb rook Software,

I

nc. ( Ve

ndor ) pursuant to

th

e Master Client

Ag

reement

( Mas

ter Agreemenf') ent

ere

d into

by

Vendor and Cl

ient.

Capita

lized

terms u

sed in

this Addendum

but not defined herein will have the mea nings set forth in the Master Agreement or in the Software License Agreement Addendum.

GENERAL TERMS AND CONDITIONS

DEFINITIONS

Capitalized terms in this Addendum mean the following unless

specifically defined elsewhere in this Addendum.

Enhancement any change to a Software Product t

ha

t the Vendor, in

its sole discretion, has determined will become part

of

the Software

Product, including any modification or addition that, when made or

added to a Software Product, materially changes its utility, efficiency,

functional capability, or Output, but that does not constitute solely

an

Error Correction, and does not constitute a New Product

Re

lease.

Vendor may designate Enhancements as Major Enhancements or

simply as Enhancements, depending on Vendor's assessment

of

their val

ue

and

of

t

he fu

nction

ad

ded to the Software Product or

Application. A Major Enhancement is a substantial rewrite of an

Application

or

a Software Product.

Tempora

ry

Fix means an ini tial correction or fix to a problem in the

Software Products prior

to

the release of an Error Correction.

Error

C

or

rect

io

n means either a modification or

an

addition that,

when made or added to the Software Products, brings

the

Software

Products into ma terial conformity with its Specifications, or a procedure

or rou tine that, when observed in the regular operation of the Software

Products, avoids the practical adverse effect of such nonconformity.

Maintenance Fees means Fees paid by Client on a periodic basis to

purchase the

Product Maintenance Services under

th

is Addendum.

These Maintenance Fees are subject to the Terms and Conditions

of

the Master Agreement are considered Fees.

New

Pr

oduct Relea se means either the total rewrite of an

Application or new version(s)

of

the Software Products (including,

without limitation, offering of an Application in a new language), the

offeri

ng of

new suites

of

Applications or databases, generally

packaged as a separate module, and which may incorporate Error

Corrections and/

or

Enhancements. A New Product Release shall be

distinguished from an Enhancement by Vendor's determination , based

on Vendor's assessment

of

the New Product's value and

of

the

functi

on

added to the Software Products or

an

Application.

2 SCOPE OF MAINTENANCE AGREEMENT.

Client has purchased access to certain Software Products f

rom

Vendor

and Client wishes to have Vendor maintain and support Client's use

of

those Software Products. Vendor and Client therefore agree as

follows:

2.1 Scope of Support S

er

vices

(a) As long as Client is current on Maintenance Fees, Vendor agrees

to

provide Basic Support Services in support of the Product.

Basic Support Services shall

consist

of

:

Page of 1

(b) a toll-free line plus Internet access to Vendor's support department

during Vendor's normal hours

of

operation to answer questions

about the Software Products and help resolve issues not related to

Error Corrections as defined below; and

(c) After hours support during hours other than Vendor's normal hou

rs

of

operation. Client will pay for afterhours support at Vendor's

standard hourly rates for afterhours support, or as documented

on

the appropriate Order Form or Statement of Work.

2.2 Scope

of

Product Ma intenan

ce

Services

As long as Client is current on Maintenance Fees, Vendor agrees to

provide Product Maintenance Services in support

of

the Software

Products as

se

t

fo rth

in the applicable Order

Form

. Product

Mai

ntenance

Services shall consist of:

(a) Error Correction. Vendor will use all reasonable diligence to

correct verifiable and

re

producible errors in Software Products tha t

are not performi

ng

in accordance with the Specifications. Error

Corrections will

be

made within a reasonable time period after

reported to Vendor. The Error Correction, when completed, may

be provided in the

fo

rm

of

a Temporary Fix or, in Vendor's

discretion, a work around may be provided in the form of

recommended alternate methods of using the Software Products.

(b) Changes in State and Federal Reporting Requirements. Vendor

will provi

de

Enhancements needed to

co

nf

orm

to

sta

te and federal

reporting requirements , including changes to tax tab les and routine

forms, as changes become effective. Product Maintenance

Services under this Addendum do not include updates to conform

to any changes

in

local governmental regulations, incl

ud

i

ng

without

limitation changes in utility billing

ra

tes, reports or methods. Vendor

reserves the right to determine final form

of

State and Federal

reporting functionality to ensure that fun ctionality meets the

req uirements of the controlling regulati

on and

all

cl

ients within the

scope of said regulation. Enhancements to meet local needs are

not included in this Service.

(c) Service Packs. Vendor may, from time to time, issue rou tine minor

releases

of

t

he

Software Products, known

as

servi

ce

packs, which

contain Error Corrections, to Clients who have Software

Ma