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EXHIBIT 2
<br />M,
<br />This Professional Services Schedule is en Le red into between MRI SO Lwafe LLC (-MRI") and the Client named in the Order Document, and the
<br />authorized representatives of the Parties hereby execute this Professional Services Schedule to be effective as of the Commencement Date, as
<br />defined in the Order Dnniment.
<br />SERVICES
<br />1.1 Work Authorizations/Statements of Work. MRI will per lotin
<br />the mutually agreed upon Pmfessional $mulct`s for Chrnt dc'm rihrd fu
<br />one or mote work otdets, work authorizations, statements of work or
<br />Order Documents (individually and collectively an "SOW") as the parries
<br />may agree to in writing from time to time. Each SOW, once executed by
<br />the authorized representatives of the parties, shall become a part of the
<br />AgreernenL. Except. a%expressly %Late(] elsewhere fit this Schedule, fit the
<br />event of a conflict between the terms of this Schedule and the terms of
<br />a SOW, the terms of this Schedule shall. prevail..
<br />1.2 Change Orders, Either party may propose a change order to
<br />add to, reduce or change the Professional Services ordered in the SOW.
<br />Each change order shall specify the change(s) to the Professional Services
<br />or drlivrrablrs, and thr rffrrt an thr timr of performance and an the
<br />fees owed to MRI, Clue to the change. Once executed by both parties, a
<br />change at shall become a part of the SOW.
<br />1,3 Costs. Professional Services shall be provided on a time and
<br />materials ("T@M") basis at MRI'% T&M rates in effect at the time the
<br />Professional Services are performed, unless otherwise specified in the
<br />applicable Statement of Work. On a T&M engagement, if an eslirnaled
<br />total amount is stated in the applicable SOW, that amount fs solely a good
<br />faith estimate for Client's budgeting and MRI's resource scheduling
<br />purposes and nor a guarantee that the work will be completed for that
<br />amount. If Client wishes the MRI personnel to perform Professional
<br />Services at Client's site, Client agrees it shall give MRI at least two (2)
<br />weeks prior notice so MRI Carl mike. appmprii LP travel arrangPnleal S.
<br />Professional Services performed at Client's site shall be billed to Client
<br />in minimum increments of eight (R) hours per day per MRI employee.
<br />Fees are based on services, including training services, provided during
<br />normal MRI business hours, Monday through Friday, 8:00 a.m. - 7:00 p.m.
<br />LnraL time MRI holidays exdided). Professional Servires provided by MRI
<br />outside of nonnal MRI business hours will be subject to a premium service
<br />charge of one and one-half of the standard MRI list price for such
<br />services. Except as otherwise provided in Section 4.1 herein with respect
<br />to training serviees, if Client ear,ce[S a Professional Services engagement
<br />specified in an approved SOW less than ten (10) business days before the
<br />scheduled start data for ,uLh Professional Services, Client shaLL pay
<br />twenty-five percent (25ti) of the total estimated costs for Professional
<br />Services scheduled for performance between five (5) and ten (10)
<br />business days of MRI's receipt of Client's cancellation and fifty percent.
<br />(50%) of any Professional Services scheduled for performance within five
<br />(5) business days of such ieceiPL.
<br />1,4 DelaysiCosts Overruns. In the event of any delay in Client's
<br />performance of any of the obligations set forth herein or any other delays
<br />caused by Client. the milestones, fees and date(s) set forth in the SOW
<br />shah be adjusted on o TfiM hasis as reasonably necessary to aceaunt for
<br />such delays, and the adjustment shall be made by change order in
<br />accordance with the provisions of Section 1.2 above.
<br />2. PROJECT MANAGEMENT
<br />2.1 Responsibility. MRI shall be responsible for securing,
<br />managing, scheduling, coordinating and supervising Mfd personnel,
<br />inducing its subc_onlradors, in performing the Professional Services.
<br />2.2 Cooperation. Client shall provide MRI with good faith
<br />cooperation and access to such information, facilities, personnel and
<br />equipment as may be reasonably required by MRI in order to provide the
<br />Professional Services indudin but not limited to rovidin secunt
<br />connection with the Ptofessional Services. MRI shall be entitled to rely
<br />on all dreisinns and ipprnvals of Clirnt.
<br />2.3 Subcontractors. MRI may subcontract or ddegaoT any walk
<br />under any SOW to any third party without Clients prior written consent:
<br />provided, however', thaL MRI shalt remain responsible for the
<br />performance, acts and omissions of any such subcontractors.
<br />2.4 Client Data. Client Data must be provided to MRI in a format
<br />apprnved by MRI or additinnal rharge�. will apply. Client is respnnsihle for
<br />the accuracy and completeness of its information and Client Data. MRI's
<br />performance is dependent on Client's timely provision of accurate and
<br />complete resources and informatinn, including hit not limited to
<br />detailed, precise and clear specifications for any deliverables.
<br />2.5 Remote Access. For installation of the System and for any
<br />Support of the System, Cherll shall ensure that MRI's assigned technical
<br />personnel are able to access the Systc ri remotely. Client shall be
<br />responsible for providing MRI access through any Client security
<br />rneaAureS. MRI alone shall decide whether access to the Jvstem is
<br />sufficient for installation purposes. Certain functionality of the System
<br />may require connections to or interaction with MRI after such System is
<br />running on Client's intiml,r rehigrees re, art(] Client ato permit and
<br />facilitate such connections and interaction. "System" means the total
<br />complement of hardware and Software furnished and/or maintained by
<br />MRI.
<br />2.6 Testing of Projects. Client shall test any deliverables, and
<br />notify MRI of all deficiencies relative to the applicable specifications for
<br />such work set forth in the applicable SOW within thirty 130) calendar days
<br />following MRI's delivery of such deliverables to Client ("Notification
<br />Period") Subject to Client's timely notification and provided that the
<br />dcficicucics arc MRI', rc,puusibilily, MRI will IC-p,tfottn Llic apphLablL
<br />Ptofessional Services as required to meet the applicable specifications at
<br />no additional charge.
<br />3. LICENSE AND OWNERSHIP
<br />3.1 Ownership. Without prejudice to the provisions of Section 6
<br />(Limited Rights and Ownership) of tale Master Agreement, all Intellectual
<br />Property including all topics thereof in any Software, other products
<br />furnished by MRI and the results of the Professional Services performed
<br />by MRI including (without limitation) all deliverables, documentation,
<br />training material,, Configurations and all IOtCRCLtual Pr uperty cmbudicd
<br />therein shall, subject to Section 3.2 below, vest solely and absolutely in
<br />MRI or its licensors. MRI may access the System remotely in order to copy
<br />CuufiguraLiuus to Lhc SufLwarc .0 to uthciwi,c cmurc Client's
<br />compliance with the terms of this Section 3.1 and the Agreement.
<br />3.2 Limited License. MRI grants Client, upon full payment of the
<br />applicable fees and charges, during the. Term and suh]etlt to the
<br />restrictions set forth in Section 6.2 of the Master Agreement, a personal,
<br />nontransferable, nonexclusive, nonsublmensable, limited license to use
<br />the deliverables solely for Client's own internal business needs.
<br />4. SUPPLEMENTAL TERMS FOR TRAINING SERVICES
<br />4.1 Genera(. "Training Courses" are defined as: classroom -based,
<br />live virtual, indlor self -paced e-leaming courses provided by MRI'%
<br />training division called MRI Learning Solutions. Training Courses and their
<br />respective prices, policies and schedules are subject to change without
<br />notfcc. Training Courscs shall he provided by MRI to Ctfcnt pursuant to
<br />the terms of an SOW. "Named Users" as used herein are defined as Client
<br />g p g y Users listed in the SOW that shall be eligible to receive Training Courses.
<br />access, information, and software Interfaces to Client's applications, and 4.2 Cancellation and Transfer Policies.
<br />Client persunnul, as owy bu seasonably rrqucstcd by MRI fiuor Limc to q 2 1 Client Training Course Cancellation Policy. Client Training
<br />time. Client acknowledges and agrees that MRI's performance is Courses" means non-Pubtfdg uttered training Courses delivered
<br />dependent upon the timely and effective satisfaction of Client's specifically for Client and held at a mutually agreed upon nine and
<br />responsibilities hereunder and timely decisions and aoofovals of Client in
<br />Client: Housln",r_lErLY18t� City of Santa Ana MRI Confldentiak3 — 41 '6WA_ 2�
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