HomeMy WebLinkAboutPRIME GOV 2020N-2020-109
PRIME GOV
PRIMEGOV SERVICE AGREEMENT ("Agreement")
THIS AGREEMENT is made on the 25th dayof June,2020.
BETWEEN
PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 4250 Drinkwater Blvd. Suite 300 Scottsdale, AZ 85251(the
"Supplier"); and
City of Santa Ana, whose registered office is at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92701(the "Customer")
(and at times referred to in this Agreement as a "party" or "parties')
BACKGROUND
A. The Supplier has developed and owns the Service (as defined in clause 1) and has granted to the Customer a non-exclusive license to use
such Service solely for Customers internal operations and in accordance with the terms and conditions of this Agreement. The terms of
this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service. Supplier may
update the functionality of or make modifications to the Service and user Interface of the Service from time to time in Its sole discretion
and shall not be liable to Customer or to any third party for any modification of the Service. Supplier will use commercially reasonable
efforts to notify Customer of any material modifications.
B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out In
Schedule 1 of this Agreement ("Support Services").
OPERATIVE PROVISIONS
1 DEFINITIONS
In this Agreement the following expressions will have the following meanings unless inconsistent with the context:
"Affiliate" means any company or non -corporate entity that controls, is controlled by, or is
under common control with a party. An entity shall be regarded as in control of
another company or entity if it owns or directly or indirectly controls more than 50
per cent. of the voting rights of the other company or entity
means any encryption keys, certificates, passwords, access codes, user IDs or other
login information provided to or used by Customer for the purpose of accessing
"Application Password" and using the Service.
"Business Day" a day that is not a Saturday, Sunday, or public holiday.
"Client Environment" means the Customer hardware and software system containing the minimum
specification, which the Customer, as advised by Supplier, is required to have to
enable the Customer to connect with the Service.
"Customer Data" means data, information or material provided or submitted by Customer or any
User to the Supplier in the course of utilizing the Service.
"Effective Date" means the date of this Agreement signed by the Supplier and the Customer.
means all intellectual and industrial property rights of any kind whatsoever,
"Intellectual Property Rights" registered or unregistered, including patents, know-how, software, code,
intellectual property specifications, design plans, prototypes, drawings, software,
software documentation, material, documents, ideas, operations, processes,
product information, know- how, and the like Including mode and procedures of
development of source code, registered trademarks, registered designs, utility
models, applications for and rights to apply for any of the foregoing, unregistered
design rights, unregistered trademarks, rights to prevent passing off for unfair
competition and copyright, database rights, topography rights, and any other
rights in any invention, discovery or process, in each case in all countries In the
world and together with all renewals and extensions.
"Pricing Schedule" means Schedule 2 to this Agreement which sets out the prices and payment terms
for the Service.
"Professional Services" means the general consulting, Implementation and/or training services to be
provided to Customer.
"Purchase Order" means a purchase order Issued by the Customer to the Suppiierfor the Service.
"Service" means Suppliers online software applications purchased by Customer and
maintained through Support Services by Supplier including associated ofRine
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components and ancillary online or off line services to which Customer is granted
access under this Agreement.
"Service Level the service level commitments in respect of the Service to the Customer as more
Commitments" particularly set out in Schedule 1.
"Term" means the term of this Agreement as specified in clause 3.
"User" means one (or if more than one "Users") of Customer's employees,
representatives, consultants, contractors or agents and other persons expressly
permitted by Customer in connection with Customer's business affairs who are
authorized to use the Service and have been supplied User identifications and
passwords by Customer.
2 INTERPRETATION
2.1 Person: The expression "person" means any individual, firm, body corporate, unincorporated association, or partnership, government,
state or agency of a state orjoint venture.
2.2 Headings: The index and headings to the clauses, the Appendices and Schedules of this Agreement are for convenience only and will not
affect its construction or interpretation.
2.3 Statutes: Any reference to a statute or statutory provision and all regulations and notices made pursuant to it (whether made before or
after the date of this Agreement), includes a reference to the same as from time to time amended, modified, extended, re-enacted,
consolidated, or replaced provided that amendments, consolidations, modifications, extensions, re-enactments or replacements made
after the date of this Agreement will not have substantively changed any provision which is relevant to this Agreement.
2.4 Provisions of the Agreement
2.4.1 Any reference in this Agreement to a clause, Schedule or Appendix is a reference to a clause, Schedule or Appendix of this
Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix.
2.4.2 The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the
body of this Agreement and any reference to this Agreement will include the Schedules and Appendices.
2.5 Writing: Any references to "writing" or "written" includes references to any communication effected by post, facsimile, email or any
comparable means.
3 TERM
3.1 This Agreement shall unless terminated in accordance with clause 19, commences on the Effective Date and shall continue for an initial
period of one (1) year therefrom(the"Initial Term").
4 CUSTOMER USE OF THE SERVICE
4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this
Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the Service from time
to time.
5 FEES AND PAYMENT
5.1 Customer agrees to pay fees as set forth in the Pricing Schedule. ("the Service Fees").
5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non-refundable.
5.3 The Service Fees shall be billable and payable annually in advance for a twelve (12) month period at a time ("a Service Year') on the
anniversary of the Effective Service Date ("the "Renewal Date") for the first year and for each year thereafter the Service Fees shall be
payable annually in advance on each subsequent anniversary of the Renewal Date. One month prior to the expiry of a Service Year ("Service
Year Expiry Date') the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be
provided in the following Service Year. The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date.
5.4 Where any additional Service(s) is acquired by the Customer during the period between one Renewal Date and the next Renewal Date ("the
Installation Year") the Service Fees payable shall be calculated pro-rata, from the date of the Purchase Order for the Service(s) in the
Installation Year up to the next Renewal Date applicable to Customers other Licenses. For all subsequent years thereafter, the Service Fees
shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this Agreement.
5.5 Where the Supplier performs Professional Services under this Agreement (such as configuration of the Support Service if requested by
Customer or migration of Customer Data to the Service), such services shall be invoiced by the Supplier on a time and material basis in
accordance with the Suppliers rates in effect at the time of provision of such services ("Professional Services Fees") unless otherwise agreed
in writing between the Parties and will be payable without withholding, deduction or off set of any amounts for any purpose.
5.6 The Service Fees and Professional Service Fees do not include local or foreign taxes, duties, fees and levies imposed from time to time by
any government or other authority ("Taxes") and such Taxes, where applicable, will be payable by the Customer on the Service Fees and
Professional Services Fees, at the rate applicable at the time of supply of the Service and/or Professional Services.
5.7 The Customer shall pay each invoice within 45 days of receipt of this invoice.
5.8 Customer agrees to provide Supplier billing and contact information as Supplier may reasonably require. Customer agrees to update this
information promptly by means of email to the Supplier and in any case within 15 days, if there is any change.
6 NON-PAYMENT
6.1 Customers account will be considered delinquent (in arrears) if the Supplier has not received payment in full within 45 days after the due
date, and without prejudice to any other rights and remedies of the Supplier,
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6.1.1 Interest shall accrue on any payments (or any part thereof) outstanding at a rate of one and a half percent (1.5%) per month or
the highest rate allowed by applicable law, whichever is lower, plus all expenses of collection, including reasonable legal fees
and court costs;
6.1.2 Subject to clause 6.4 below, the Supplier may, upon giving ten (10) days written notice but without liability to the Customer,
disable/suspend the Customer's password, account and access to all or part of the Service and the Supplier shall be under no
obligation to provide any or all of the Service while the invoice(s) or any part thereof, remains unpaid;
6.2 Supplier may in its discretion, decide not to exercise Its rights under clause 6.1.1(interest) and 6.1.2 (suspension), if Customer is disputing
the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the
dispute.
6.3 Supplier reserves the right to impose a reconnection fee if the Service is suspended (as a result of Customer's breach) but subsequently
reinstated.
6.4 Without recourse to clause 6.1.2, Supplier reserves the right to terminate this Agreement if Customer's account falls into arrears 4S days
after the due date.
RESTRICTIONS ON USE OF THE SERVICE
7.1 The Customer may not: -
7.1.1 make the Service or use the Service forthe benefit of anyone else other than the Customer and the Customer's Users. Customer
shall access and use the Service only to the extent of authorizations acquired by the Customer m accordance with this Agreement
(for example the quantity specified in the relevant Purchase Order) and Customer agrees that the Customer is solely responsible
for use of the Service by any Users who access and/or use the Service. Customer agrees to immediately notify the Supplier if
Customer becomes aware of any loss or theft or unauthorized use of Customer's account credentials.
7.1.2 sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise
without Supplier's prior written consent.
7.1.3 submit to the Service any material that is Illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening,
infringing of any third -party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively
"Objectionable Matter"). Customer will be responsible to ensure that its Users do not submit any Objectionable Matter. In
addition, the Supplier may, at its option, adopt rules for permitted and appropriate use and may update them from time to time
on the Supplier web site and Customer and Customer's Users will be bound by any such rules. Supplier reserves the right to
remove any Customer Data that constitutes Objectionable Matter or violates any Supplier rules regarding appropriate use but
is not obligated to do so. Customer and Customer's Users will comply with all applicable laws regarding Customer Data and use
of the Service.
7.1.4 interfere with ordisruptthe integrity orattemptto gain unauthorized access to the Service orthe Suppliers intellectual property
therein;
7.1.5 copythe Service or any part, feature, function or user interface thereof;
7.1.6 frame or mirror any part of any Service an any other server or wireless or internet-based device outside of the agreed usage in
this contract;
7.1.7 access any part of the Service in orderto build a competitive product or service orto build a product using similar ideas, features,
functions or graphics of the Service;
7.2 Supplier reserves the right to disable, suspend or terminate this Agreement for cause in case the Customer breaches the provisions of this
clause 7.
CUSTOMER DATA
8.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of the Customer Data.
8.2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against unauthorized
disclosure or use.
9.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be forthe Supplier to use reasonable
commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the
Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party
if that loss, destruction, alteration of disclosure was a result of Customers actions orfailure to act (except those third parties sub -contracted
by the Supplier to perform services related to Customer Data maintenance and back-up).
8.4 Subject to the terms and conditions of this Agreement, Customer grants to Supplier a non-exclusive license to use, copy, store, transmit
and display Customer Data to the extent reasonably necessary to provide and maintain the Service.
CUSTOMER'S OBLIGATIONS
9.1 The Customer shall:
9.1.1 provide the Supplier with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by the Supplier in order to render the Service, including
but not limited to Customer Data, security access information and configuration services;
9.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the eventof any delays
in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery
schedule as reasonably necessary;
9.1.4 ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible
for any User's breach of this Agreement;
9.1.5 obtain and shall maintain all necessary licenses,consents, and permissions necessary forthe Supplier, its contractors and agents
to perform their obligations under this Agreement, including without limitation the Service;
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9.1.6 ensure that Its network and systems comply with the relevant specifications provided by the Supplier from time to time;
9.1.7 shall be solely responsible for protecting and safeguarding all Application Passwords, as Customer will be the only parry with
knowledge of its passwords. If Customer makes such Application Passwords available to any third party, Customer shall be liable
for all actions taken by such third party in connection with the Service. Customer shall not disclose or make available the
Application Password other than to Customer's authorized employees or contractors, shall use all commercially reasonable
efforts to prevent unauthorized access to, or use of, the Application Password and the Service and will notify the Supplier
promptly of any such unauthorized access or use and make any disclosures related to such unauthorized access or use which
may be required under any applicable laws; and
9.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to
the Supplier, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the
Customer's network connections or telecommunications links or caused by the internet.
10 PROFESSIONAL SERVICES
10.1 Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing ("Work Order'). Supplier will use
reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting functionality in the Service
made available online to Customer and Customers Users. Except as the parties otherwise agree in a Work Order, Professional Services and
the results thereof are made available "AS IS."
10.2 Unless otherwise agreed in writing either under this Agreement or in the Work Order, Professional Services are provided by Supplier on a
time and materials basis. Maintenance and support of code or functionality created by means of Professional Services will likewise be on a
Work Order basis under this clause 10 unless otherwise agreed in writing. The code and functionality made or provided under this clause
SO and all proprietary and intellectual property interests therein, will be Suppliers property. Access to the results of Professional Services
will be available, subject to any further terms as maybe agreed between the parties, as part of the Service during the Term unless otherwise
agreed in writing.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the source code
of the Service including in any materials or supporting documentation provided under the Service as provided in this Agreement.
11.2 The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual property,
additional coding, data or patents, any discovery, invention, secret process, development, research or improvement in procedurethat may
be generated in connection with this Agreement including, but not limited to, any derivative works and Customer -specific enhancements
and modifications. All intellectual property and other proprietary rights made, conceived or developed by the Supplier alone or in
connection with the Customer in the course of the supply of the Service shall at all times be and remain the sole and exclusive property of
the Supplier along with any improvement of any process, know-how, technology and any other materials in respect of the Service to be
provided under this Agreement.
11.3 The Customer agrees not to remove, modify or use in any way any of Suppliers proprietary marking, including any trade mark, product or
service names or copyright notice, withoutthe prior written consent of the Supplier.
12 PRIVACY
Supplier agrees to implement its privacy policies in effect from time to time.
13 SERVICE LEVEL WARRANTY
Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Schedule 1.
14 ADDITIONAL WARRANTIES
Each parry represents and warrants that it has the legal power and authority to enter Into this Agreement.
15 INDEMNIFICATION
1S.1 Supplier will defend, indemnify, and hold Customer (and its officers, directors, employees and agents) harmless from and against all costs,
liabilities, losses, and expenses (including reasonable legal fees) (collectively, "Losses") arising from any third -party claim, suit, action, or
proceeding arising from the actual or alleged Infringement of any copyright, patent, trademark, or misappropriation of a trade secret by
the Service or Supplier Content (other than that due to Customer Data). In case of such a claim, Supplier may, in its discretion, procure a
license that will protect Customer against such claim without cost to Customer or replace the Service with a non -infringing Service. THIS
CLAUSE 15.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT. This
indemnity by Supplier shall not apply to the extent that the claim of infringement of Intellectual Property Rights arose as a result of 1) any
negligent act or omission or willful misconduct of the Customer pursuant to this Agreement; (11) any misuse or modification of the Service
by the Customer, including, but not limited to the Customers use of the Service in a manner inconsistent with Information, directions,
specifications, or instructions provided and approved by Supplier; (III) the Customers use ofthe Service in combination or conjunction with
any product, service, device, or method not owned, developed, furnished, recommended, or approved by Supplier; (iv) the combination,
operation or use of the Service with non -Supplier programs, data, methods or technology if such infringement would have been avoided
without the combination, operation or use of the Service with other programs, data, methods or technology, or (v) Customers breach of
any of the provisions of section 7 of this Agreement.
SS.2 Customer will defend, indemnify, and hold Supplier (and its officers, directors, employees and agents) harmless from any expense or cost
arising from any third -party subpoena or compulsory legal order or process that seeks Customer Data and/or other Customer -related
information or data, including, without limitation, prompt payment to Supplier of all costs (including legal' fees) incurred by Supplier as a
result.
15.3 In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified ("Indemnitee") will provide the
indemnifying party ("Indemnitor') reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense,
any demand, action, or suit on any claim subject to indemnification under this Agreement. Each party will cooperate in good faith with the
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other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this
clause 15 to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an
admission of wrongdoing, fault or liability.
16 DISCLAIMERS AND LIMITATIONS
16.1 Except with regard to Customers payment obligations under clause 5 and with regard to either parts indemnification obligations under
clause 15, at the time of the event or circumstance giving rise to such claim. Except in regard to Customers breach of clause 7, in no event
will either party he liable for any indirect, special, incidental, consequential damages of any type or kind (including, without limitation, loss
of data, revenue, profits, use or other economic advantage).
16.2 The Supplier is not responsible for any defects or damages resulting from Customer's or Customer's agents or employees mishandling,
abuse, misuse, accident or Force Majeure. The Customer agrees to inform the Supplier of any Customer system change that may reasonably
be expected to affect the Supplier's ability to provide the Service and shall notify the Supplier of any change to its IT configuration affecting
the Services. The Supplier shall not be held responsible for the availability of telephone lines, the Internet, electricity or servers outside its
reasonable control. The Supplier provides no warranty or guarantee in relation to speed of delivery of the Service, including the speed of
any restores. The speed of delivery of the Service is dependent on factors outside the control of the Supplier including inter alia the speed,
functionality and condition of the Customer's IT infrastructure, the amount of data being restored and/or the bandwidth of the Customer's
internet connection. Any errors caused arising from the inadequacy or defectiveness of the Customer's IT infrastructure and/or the
connectivity and bandwidth of the Customer's internet connection may affect the delivery of the Service including the performance of any
restores. The Supplier will notify Customer of any technical failures in respect of delivery of the Service of which it is aware and subject to
the terms of the Service Level Commitments, will endeavor to work with Customer to assist with rectification of any such failures. Customer
acknowledges that changes may be required to the Customers IT infrastructure and/or to its Internet connectivity including its bandwidth
capacity or otherwise to improve the speed, performance and/or delivery of the Service. Customer shall be responsible for the cost of any
such changes. Any administrative and technical notifications in respect of the delivery of the Service will be sent by email to the Customer.
16.3 Except as set forth in the Service Level Commitments, the Supplier makes no warrantythatthe Service will be uninterrupted, timely, secure
or error free. The Supplier expressly disclaims all liability howsoever arising from any change made to the Customer's IT configuration of
the Client Environment of which Customer has not notified the Supplier in writing. No statement, whether oral or written, obtained by
Customer from the Supplier shall create any warranty not expressly made herein.
16.4 The Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subject to the
Supplier's control. The Customer agrees that the Supplier shall not be liable for damages incurred or sums paid when the Service is
temporarily or permanently unavailable due to malfunction of, or cessation of, internet services by networks or Internet service providers
not subject to the Supplier's control, or for transmission errors in, corruption of, or the security of the Customer Data or data transmitted
through the Service carried on such networks or Internet service providers. The Supplier shall have no liability hereunder for damages
incurred or sums paid due to any fault of Customer or any third party, or by any harmful components (such as computer viruses, Worms
and computer sabotage). The Supplier is not liable for any breach of security on the Customer's network, regardless of whether any remedy
provided in this Agreement fails in its essential purpose.
16.5 THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SUPPLIER. THERE ARE
NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS.
CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS
ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES.
17 CONFIDENTIALITY
17.1 "Confidential Information"means non-public information, technical data or know-how of a party and/or its Affiliates, which is furnished to
the other party in written ortangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information
if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential.
17.2 Notwithstanding the foregoing, Confidential Information does not include information which is:(i) already in the possession of the receiving
party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (III) publicly
disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any
obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed
pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party
of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.
17.3 Neither party will use the other parts Confidential Information except as reasonably required for the performance of this Agreement.
Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive than those used for its
own confidential materials. Each party agrees notto disclose the other party's Confidential Information to anyone otherthan its employees
or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such parry's obligations
hereunder. The confidentiality obligations set forth in this clause 17 will survive for five (5) years after the termination or expiration of this
Agreement.
17.4 Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each party
will, upon the request of the disclosing party, either: (1) return all of such Confidential Information of the disclosing party and all copies
thereof in the receiving party's possession or control to the disclosing party; or (ii) destroy all Confidential Information and all copies thereof
in the receiving party's possession or control. The receiving party will then, at the request of the disclosing party, certify in writing that no
copies have been retained by the receiving parry, its employees or agents.
17.5 In case a party receives legal process that demands or requires disclosure of the disclosing parry's Confidential Information, such party will
give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.
18 DATAPROTECTION
18.1 The parties agree that the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data.
18.2 The Supplier will:
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18.2.1 take appropriate technical and organizational measures against unauthorized or unlawful processing of, and accidental loss or
destruction of, or damage to, Personal Data, having regard to the state of technological development and the cast of
implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorized or
unlawful processing, accidental loss, destruction or damage and the nature of the Personal Data;
18.2.2 only process Personal Data in accordance with instructions from the Customer and the Customer shall not provide the Supplier
access to sensitive personal information that imposes specific security data security obligations for the processing of such data.;
and
18.2.3 take reasonable steps to ensure the reliability of its employees who have access to the Personal Data.
19 TERMINATION
19.1
19.1.1 If a party:
(a) commits a material breach of this Agreement which cannot be remedied; or
(b) commits a material breach of this Agreement which can be remedied but fails to remedy that material breach within
sixty (60) days of a written notice setting out the breach and requiring it to be remedied being given by the other
party (or such longer period where agreed between the parties.
the other party may terminate this Agreement immediately by giving not less than sixty (60) days' written notice to that effect
to the party in breach.
19.1.2 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as to time of
performance unless time of performance of such obligation is of the essence.
19.1.3 This clause 19.1 will not apply to any failure by the Customer to make any payment due to the Supplier under this Agreement
on or before the due date. Clause 19.2 will apply instead to any such failure.
19.2 The Supplier may terminate this Agreement by giving not less than thirty (30) days' written notice to that effect to the Customer if the
Customerfails to make any payment due to the Supplier under this Agreement within 60 days after the relevant due date for payment.
19.3 Either parry may terminate this Agreement immediately by giving written noticeto that effect to the other party ifthe other party becomes
Insolvent. Each party will notify the other party immediately upon becoming Insolvent.
19.4 If an application for an administration order, a notice of intention to appoint an administrator or a winding up petition is the only grounds
for giving notice to terminate, that notice will be deemed to be ineffective if:
19.4.1 in the event of an application for an administration order being made, that application is withdrawn or dismissed within 10
Business Days of being made;
19.4.2 in the event of a notice of intention to appoint an administrator being fled, no administrator is appointed within 10 Business
Days of the notice being filed; or
19.4.3 in the event ofa winding up petition being presented, that petition iswithdrawn or dismissed prior to advertisement and within
10 Business Days of presentation.
19.5 The Suppliers rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which
may exist at common law.
19.6 Termination of this agreement for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing
at termination.
20 CONSEQUENCES OF TERMINATION
20.1 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior
to termination.
20.2 If the Supplier terminates or suspends the Service under this Agreement, Customer must pay within 30 days all Service Fees and
Professional Services Fees that have accrued prior to such termination or suspension, as well as any fees that remain unpaid for the Service
up to date of termination or suspension plus related taxes and expenses. If the Agreement is terminated by Customer far any reason other
than a termination expressly permitted by the Agreement, Customer agrees that the Supplier shall be entitled to the Service Fees payable
for the Service under the Agreement for the entire Initial Term or if terminated during an Extended Term, the Service Fees payable for the
entire Extended Term, unless a provision to the contrary is stipulated in the Agreement.
20.3 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding
termination.
20.4 The Customer shall not be entitled on or after the termination of this Agreementfor any reason whatsoeverto a rebate of any Service Fees
paid in advance of their due date.
20.5 On termination ofthis Agreement howsoever arising the Customerwill atthe direction ofthe Supplier returnto the Supplier any documents
in its possession or control which contain or record any Confidential Information.
21 FORCE MAIEURE
21.1 Neither party to this Agreement will be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner
whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure, provided that it has complied
and continues to comply with its obligations set out in clause 21.2. Force Majeure of this agreement is defined as catastrophic events
ofenvironmental and unforeseen nature. Examples defined as force Majeure (but not limited to) include, hurricanes, tornados,
earthquakes, and others of like unforeseen environmental impacts.
21.2 If a parry's performance of its obligations under this Agreement is affected by Force Majeure:
21.2.1 it will give written notice to the other party, specifying the nature and extent of the Force Majeure, within seven days of
becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure event to an
end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any expenditure;
21.2.2 subject to the provisions ofclause 21.3, the datefor performance ofsuch obligation will be deemed suspended only for a period
equal to the delay caused by such event;
PRIME G 0 V
21.2.3 it will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force
Majeure.
21.3 If the Force Majeure in question continues for more than three months a party may give written notice to the other to terminate this
Agreement. The notice to terminate must specify the termination date, which must not be less than 15 days and once such notice has
been validly given, this Agreement will terminate on that termination date.
21.4 If the Agreement is terminated in accordance with clause 21.3, then neither party will have any liability to the other except that rights and
liabilities which accrued prior to such termination will continue to exist.
22 EMPLOYEES NON -SOLICITATION
22.1 Notwithstanding any degree of supervision exercised by either party over employees of the other, in no circumstances will the relationship
of employer and employee be deemed to arise between either party and an employee of the other.
22.2 Unless this Agreement is earlier terminated by reason of the Supplier's Insolvency ('insolvency Event") when no such restrictions shall
apply, during the term of this Agreement and for a period of six months after its termination, Customer will not and will ensure that its
Affiliates will not, directly or Indirectly, without the prior written consent of the other, solicit, or permit any of its group companies to solicit
or entice, the employment of any person who is employed by the other parry or any of its group companies and whose role either wholly
or partly relates to the provision of the Service or the performance of this Agreement. For the purposes of this clause 2 2 "solicit" or "entice"
means the soliciting or enticing of such person with a view to engaging such person as an employee, director, sub -contractor, consultant
or independent contractor or through a company owned by such person or his or her family, but will not apply in the case of any such
person responding without enticement to a jab advertisement which is capable of being responded to by members of the public (or sections
thereof) generally.
22.3 In such circumstances where the Supplier suffers an Insolvency Event, nothing in this clause 22 will prohibit the Customer from soliciting
or enticing or attempting to solicit or entice the employment of any of the key personnel for the duration of that Insolvency Event.
23 ASSIGNMENT
23.1 Either party may assign, novate or deal in any other manner with any of its rights and obligations under this Agreement with the prior
written consent of the other.
23.2 Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and
permitted assigns.
24 NOTICES
24.1 Notices will be in writing, in the English language, marked for the attention of the specified representative of the party to be given the
notice or communication and:
24.1.1 sent by pre -paid first-class post to that parry's address;
24.1.2 sent by e-mail to that parry's e-mail address (with a copy sent by pre -paid to that parrys address within 24 hours after sending
the e-mail).
The address, e-mail address and representative for each party are set out below and may be changed by that party giving at WAS Business
Days' notice in accordance with this clause 24:
City of Santa Ana
20 Civic Center Prime Government Solutions Inc.
Plaza, M-30 3429 Derry Street
Santa Ana, CA Harrisburgh, PA, 17111
92701
For the attention of: Clerk of Council For the attention of: PrimeGov Finance
billing@primegov.com
24.2 Any Notice given in accordance with 24.1 will be deemed to have been served:
24.2.1 if given asset out in clause 24.1.1 at 9.00 am on the second Business Days after the date of posting;
24.2.2 if given as set out in clause 21.2.324.1.2, at the time of sending (except that if an automatic electronic notification is received
by the sender within 24 hours after sending the e-mail informing the sender that the e-mail has not been delivered to the
recipient or that the recipient is out of the office, that e-mail will be deemed not to have been served);
25 RELIANCE ON REPRESENTATIONS
25.1 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on, nor has the Supplier given or
made, any warranty, statement, promise or representation other than as expressly set out in this Agreement.
25.2 Nothing in this clause 25 will exclude any liability which one party would otherwise have to the other party in respect of any statements
made fraudulently.
26 SET-OFF OR WITHHOLDING
All payments to be made by the Customer to the Supplier under this Agreement will (in the absence of express written agreement from the
Supplier) be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any
counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the Customer is required
PRIME -G0V'
bylaw to make any such deduction or withholding and Customer has given prior notification to Supplier of such legal obligations on the Customer's
part.
27 ENFORCEMENT BY THIRD PARTIES
The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any rights to any
person or parry not a party to it.
28 INVALIDITY/SEVERABILITY
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal,
invalid or unenforceable then that provision wlII, to the extent required, be severed from this Agreement and will be ineffective without, as far as
is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain
in full force and effect.
29 VARIATION
This Agreement may only be varied or amended in writing and signed by the parties or their authorized representatives of each of the parties.
30 WAIVER
No failure or delay by the Supplier to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any
further exercise of the same, or of some other right, power or remedy.
31 DISPUTE RESOLUTION
31.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it ("Dispute") then, except
as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this clause 32.
31.2 The parties will initially seek to resolve the Dispute through discussion and negotiation in good faith between the appropriate officers of
the parties. If the Dispute is not resolved, through discussion and negotiation under this section, within thirty (30) days (or such alternative
time period as may be agreed between the Parties), the following procedure will apply.
32 GOVERNING LAW AND JURISDICTION
32.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this
Agreement will be governed by the laws of the State of California.
32.2 The courts of Orange County will have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this
Agreement. The parties irrevocably agree to submit to that jurisdiction except that either party may seek injunctive relief in any court of
competent jurisdiction.
33 MERGER AND MODIFICATION
This Agreement, including the attached documents, constitutes the entire agreement between the parties. There are no understandings,
agreements, or representations, oral or written, not specified within this Agreement. This Agreement may not be modified, supplemented, or
amended, in any manner, except by written agreement signed by both parties.
34 NONDISCRIMINATION AND COMPLIANCE WITH LAWS
Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including those relatingto nondiscrimination, accessibility, and
civil rights. Supplier agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed,
including sales and use taxes and unemployment compensation and workers' compensation premiums. Supplier shall have and keep current at all
times during the term of this Agreement all licenses and permits required by law.
SIGNED BY the parties on the date stated at the beginning of this Agreement.
PRIME GOVERNMENT SOLUTIONS INC
..................................................................
Sherif f,M,�,�a„„„mrngn
Agib
CUSTOMER NAME
......See attached signature
ATTEST:
Daisy Gomez
Clerk of the Counci -=
� I -
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: �GlWl4- A . R
Laura A. Rossini
Acting Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
W"tt(
Daisy Gomez
Clerk of Council
CITY OF SANTA ANA
Kristine .
City Manager
PRIME G 0 V
SCHEDULE 1— Support Services SLA
The SLA describes the expected performance of the PrimeGov Service, the procedures for reporting an issue and expected turnaround time on issues
reported.
A. Service Uotime Target
PrimeGov have a target uptime of>99.95% measured on a monthly basis. This time excludes any planned outages that have been identified to
the Customer. PrimeGov must give a minimum of two business days notice for a planned outage. Planned outages will be targeted to occur
between 00:01 on Saturdays to 23:59 on Sunday night.
e. Reporting an Issue
1. Contact Details
At PrimeGov we build our Service with alerting to anticipate any Service disruption so that our Customer Success team can address any technical
items before they become an issue for our customers. In the case where a Customer discovers a defect or fault, or the Service is unavailable, the
Customer should notify the PrimeGov Customer Success team through one of the following channels:
- Enter a ticket in the help desk system at p(megov.freshdesk.com
- E-mail: support@primegoy.com
- Phone: 801-341-1910
Hours of Coverage
The Support Services will be provided between Business Days 08:00 to 18.00 MT, from Monday to Friday. More specifically, the hours are
as follows:
- Service support 08:00 to 18.00 MT
- Enter an issue in the help desk system This service will he available 24 hours a day-7 days a week
- Email an Issue to the Customer Success team This service will he available 24 hours a day-7 days a week
3. Customer Priority Identification
The Customer will supply their determined priority for each support item logged in accordance with the following Priority Code
Priority
Code
Description
PS
Critical- The problem is impacting all Users by the Service being unavailable with no work around available.
P2
High- The problem is impacting a significant number of Users and is causing a significant business impact, where there
is no workaround available.
P3
Moderate - The problem is impacting a small number of Users and is causing a minor business impact or is causing a
significant business impact, but there is a workaround available
P4
Low —NON -SERVICE AFFECTING DEFECT —Non -urgent or cosmetic problems,queries, causing inconvenience only.
Resolving an Issue
1. Steps to Resolution
a) PrimeGov Customer Success staff will analyzethe issue and revertto the Customerwith an assessment ofthe issue
b) The issue will then result in one of the following actions:
a. The PrimeGov Customer Success staff will send a set of steps to close the issue with associated times.
b. PrimeGov Customer Success staff will askfor more clarification/ information on the issue.
C. PrimeGov Customer Success staff may discuss the priority of the Issue.
c) The Customer and the PrimeGov Customer Success staff will mutually agree to close or repriontize an issue.
d) If a support issue is closed because it has been successfully resolved, then PrimeGov Customer Success staff will provide a brief description
of the final solution to the Customer.
e) If a support issue is closed but it has not been successfully resolved, then PrimeGov Customer Success staff will provide a brief description
of the reason for closing the issue to the Customer.
2. Target Response Time
PrimeGov will aim to provide the Customer with a response within a specific time limit based on the agreed Priority Code of the Support
Issue (a "Target Response Time"). The following Target Response Times are within the Hours of Coverage.
Priority Code
Description
Target Response Time c
P3
Critical
30 Minutes
P2
High
1 Hour
P3
Moderate
2 Hours
P4
Low
40 Hours
3. Problem Escalation
PRIME_ Gff
A Support Call's Priority Code may he escalated by either the Customer or PrimeGov, if it is found to be more business critical than First
realized or if the steps to resolve are proving unsatisfactory. In the event of escalation the following contacts from PrimeGov should be
called:
Role
Name
Contact Details
V.P. Customer Success
Larry Thorpe
Larry.thorpe@primegov.com
Director
Josh Hurni
josh.hurni@primegov.com
CEO
Sherif Agib
sherif@primegov.com
4. Minor Enhancements
Requests by the Customer for minor enhancements or changes to the Service not relating to a defect or error inherent in the Service will
be considered on a case by case basis and will be included under this Agreement at the sole discretion of PrimeGov if in the PrimeGov
software product roadmap.
S. Exclusions
a) Requests by the Customer for significant enhancements or changes to the Service not relating to a defect or error inherent in the
Service will be excluded from this Agreement and will be managed separately.
b) PrimeGov is only obliged to provide the Support Services with respect to the then current version of the Service. If PrimeGov provides
Support Services for older versions/releases, this is done without obligation on an "as -is" basis at PrimeGov's sole discretion and
without any service level applying and PrimeGov may make the provision of further Support Services for older versions of the Service
subject to the payment of additional fees.
c) any alteration, modification or maintenance of the Service by the Customer or any third party which has not been authorized in
writing by PrimeGov;
d) any failure by the Customer to implement any recommendations, solutions to faults, problems or updates previously advised or
delivered by PrimeGov to the Customer;
e) either Parry being subject to Force Majeure;
f) the Customers failure, inability or refusal to allow PrimeGov's personnel proper and uninterrupted access to the Service;
PRIME G 0 V
SCHEDULE 2 - Pricing Schedule
PrimeGov Meeting Management Solution
Customer Details:
City of Santa Ana
20 Civic Center Plaza M-30
Santa Ana, CA 92701
Customer Contact:
Daisy Gomez
Clerk of the Council
714.647.5235
dgomez@santa-ana.org
PrimeGov Contact:
Josh Hurni
Sales Director
Joshua.Hurni@primegov.com
718.208.0144
Date: 06/15/2020
PRIME G 0 V .
allows all aspects of the meeting to be managed often by a single user. The real-time meeting tools also offer
options for citizen engagement information regarding the active item, speakers, motion information, and
votes can be displayed in chambers or online via the public portal in real time. Minutes provides a means
to record motions, votes, minutes and otherfacets of the meeting. Also, agenda items can be added,
removed, edited and re -arranged as changes occur during the meeting.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Motion Types
o Documentation Motion Type configuration
o Minutes
o Motion template
o Action template
o Vote result template
• Produce and Share complete Word samples including numbering, font, size and other
formatting details for each meeting body:
o Minutes
• Identify sections and items to be included in each meeting body
• Review and discuss modifications required to accommodate PrimeGov best practices, current
functionality, and consistency of the proposed minute templates
• Complete Minutes Training
PrimeGov Agrees to:
• Review and Configure up to (3) meeting bodies that are provided as part of the on -boarding
assessment including:
o Minutes
• Review and configure:
o Motion Types
o Motion Type configuration
o Motion template
o Action template
o Vote Result template
• Perform a Gap Analysis to review functionality and identify potential feature requests and
enhancements that can be evaluated for inclusion in a future release.
• Deliver complete document set per meeting with the proposed layout and design
• Provide Minutes training
PrimeGov Public Portal, The Public Portal, can be integrated directly within the city's website providing
a seamless look and feel. Constituents can search for and view meeting materials, and video. The
portal also provides the ability for citizens to search the voting history of elected officials. This
includes the meeting history, voting records, speakers, and video specific to the item. An internal
portal can also be used if the city would like to publish meeting documentation internally before it
being made available to the public.
Customer Agrees to:
PRIME G 0 V
• Provide technical resources required for integration on the city web site and is responsible for end -user
support of web site.
PrimeGov Agrees to:
• Review and Configure public portal
• Perform a Gap Analysis to review functionality and identify potential feature requests and
enhancements that can be evaluated for inclusion in a future release.
PrimeGov Meeting Viewer allows members of the council or committee to participate in the meeting using
their web -enabled device. The Meeting Viewer allows members to review, annotate and save notes on
agenda materials and items on their agenda in the cloud. The real-time meetingtools also provide information
about the current item, speakers, motion information, and votes can be displayed in chambers using the
Public Display in real time. Alternatively, the system will also allow members of the council or committee to
record their own votes using their web -enabled device. Each committee member can be granted
permission to annotate their own digital copy of the meeting material for use during the meeting.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Users and Permissions
o Identification of clerks for each meeting type
• Train Council Members and Staff on how to use Meeting Viewer
• Complete End User Meeting Viewer Training
PrimeGov Agrees to:
• Review and Configure up to (3) meeting bodies that are provided as part of the on -boarding
assessment including:
o Minutes
PrimeGov Video provides a High -Definition live stream and on -demand viewing for audio or video of
meetings. The video is immediately available for on -demand access via the interactive agenda on
the public portal. The events of the meeting can be automatically time -stamped by activating an
item in the Meeting Viewer or adding a timestamp via meeting details.
Customer Agrees to
• Complete On -Boarding Assessment including:
o YouTube account configured for embedded live streaming
• Complete Installation of Encoder
o Provide HDMI or SDI Video Feed
o Provide HDMI or Analog Audio
o Provide Network connection
• RJ-45 Ethernet
• Static IP Address
• Gateway
• DNS
• Complete Video Manager training
• Review and Sign off Committee Manager configuration
PRIME- OV
Project Objectives & Preliminary5cope
The PrimeGov Agenda Management Suite enables organizations to manage a variety of components related
to the legislative process.
The "Suite' consists of the following components and modules; The project planning and implementation
activities will include the following objectives and assumptions:
PrimeGov Committee Manager allows staff to view, edit, and add committees, members, and positions.
In one succinct view, a user can take care of all committee tasks efficiently and effectively. As the
need arises for further customization of committee member details the process is intuitive and
straightforward. Committee manager makes it easy to create initial and subsequent terms quickly,
and even split terms if a seat becomes vacant mid-term. Also included are 30, 60, 90-day vacancy
reports.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Committees
o Documentation of Active Positions
o Documentation of Active Members
o Documentation of Current Terms (Start Date / End Date)
• Complete Committee Manager training
• Complete User Acceptance Testing
• Review and Sign off Committee Manager configuration
PrimeGov Agrees to:
• Review and Configure up to (10) Committees that are provided as part of the on -boarding
assessment including:
o Committees
o Active Positions
o Active Members
o Current Terms
• Review and discuss modifications required to accommodate PrimeGov best practices,
existing functionality, and consistency of the proposed Committee Manager.
• Perform a Gap Analysis to review functionality and identify potential feature requests and
enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Committee Managertesting
• Provide Committee Manager training
PrimeGov Agenda allows staff to create meeting types, agenda items, upload related documents to
create an agenda and materials packet. Meeting documents and supporting materials can be
compiled for distribution to the Staff, Public, Council Members, and others.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Item Types
o Documentation of Meeting Types for each meeting body
PRIME GOV;
Daisy,
Our legislative management software has been designed to facilitate every step of the legislative process,
from committee appointments to agenda management, virtual council meetings, minutes annotation, and
live and archived video streaming. We pride ourselves on ensuring a seamless cloud -based product that
allows you to switch between tasks quickly and effortlessly in a single interface.
While PrimeGov is a smaller company, our team is the most experienced in the industry. Our leadership
founded and ran market -leading legislative management solutions for over a decade, and we came
together to address the frustration voiced by city and county clerks, regarding the lack of innovation and
support they received from their existing products.
At PrimeGov, we are committed to being the number one provider in the legislative management space for
local government, and to do that we commit to:
• Exclusively focus on municipal clerks and their technology needs.
Customer support that proactively ensure our clients are successful. This starts with being
available and responsive to our customers, but it also means we are accountable for
results.
• Provide comprehensive and seamless cloud -based software. We want to automate your
entire legislative process without clunky handoffs between different software applications
and interfaces. We also ensure business continuity by allowing our customers to run their
entire legislative processes from any location and device.
The world is changing faster than ever, and uncertainty about our future is at an all-time high. As a result,
local government operations must transform, including changing the way public/legislative meetings are
held. Our solution is 100% cloud -based, including live meeting management tools usable on any device
from any location to enable virtual meetings.
The entire PrimeGov team is excited to guide you through a seamless transition from your existing
legislative management tools and processes into our cloud -based platform. We look forward to being your
long term partner and supporting your every need throughout the process.
Most Sincerely,
Josh Hurni
Sales Director, PrimeGov
Pricing
The PrimeGov Legislative Management platform is a single hosted solution that we can partition into
separate modules when clients are looking to start with specific functions only. Should you decided to add
PRIME G 0 V
services in the future you never have to worry about integration or data migration issues because all
modules share the same database. The pricing is based on population and there are no limits to the
number of users, committees, or amount of data uploaded to the solution.
The following PrimeGov modules are available:
• Agenda Management
• Minutes & Live Meeting Management
• Electronic Voting
• Video streaming
• Boards and Commissions
• Community Engagement
Agenda Management
$15,000
Minutes & Live Meeting Management
$10,000
Electronic Voting
$6,000
Video Streaming
$15,000
Committee Management
$10,000
Community Engagement
$3,000
Total Annual Cost
$59,000
Bundle Discount
-$9,000
One Time Set Up Fee (including 2 encoders and 4 days of remote training
and 7 years of data from Granicus
$7,000
Q2 Promo
_-$7,000
Total First Year Cost
$50,000
Subsequent Years
$50,000 + 3% annual
increase
PRIME G0V
SCHEDULE 3 — Statement of Work
Statement of Work
PRIME
G 0 V
Meeting Management
6-15-2020
PRIME GOV
o Documentation of the proposed meeting schedule for each meeting body
• Produce and Share full Word samples including numbering, font, size and other formatting
details for each meeting body:
o Agenda
o Packet
o Notice of Cancellation
• Identify sections and items included in each meeting body
• Review and discuss modifications required to accommodate PrimeGov best practices, current
functionality, and consistency of the proposed meeting document templates
• Complete Agenda Training
• Complete User Acceptance Testing
• Conduct end -user training
• Review and Sign off Agenda configuration
PrimeGov Agrees to:
• Review and configure up to (3) Meeting Bodies that are provided as part of the on -boarding
assessment including:
o Agenda
o Minutes
o Packet
o Notice of Cancellation
• Review and configure Item Types
• Perform a Gap Analysis to review functionality and identify potential feature requests and
enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Agenda Testing
• Deliver full document set per meeting with the proposed layout and design
• Provide Agenda training
PrimeGov Forms/Workflow allows for the automation of the item submission process. This will enable
users to ensure items are reviewed electronically and that users can always know where an item is
at in the process. Workflow allows for linear routing of an item with its supporting materials on its
journey to an agenda. Workflow is flexible and will enable users to have an ad -hoc review process
via peer review while also allowing the administration to design a consistent approval process. Items
can be created at any time and added to the agenda automatically when the approved process is
complete. The workflow steps can be routed to users or groups to ensure an end to end electronic
process.
Following is an example of the Agenda Item Approval Workflow:
• Create Document
• Create Item
• Add item to the meeting
• Attach documents
• Originator Review
• Peer Review
• Department Head Review
PRIME G 0 V
• Legal Review
• Finance Review
• City Manager Review
• City Clerk
• Approve on Agenda
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of the workflow process
• Form to initiate a submission
• Staff Report (cover page) Word sample
• Workflow Steps
• Identification of originators
• Identification of Review Groups
• Identification of Review Users
• Notification Emails
• Identify a decision maker and lead procedural discussions regardingthe item approval process.
• Review and discuss modifications required to accommodate PrimeGov best practices, current
functionality, and consistency of the proposed item approval workflow
• Review and discuss modifications required to accommodate PrimeGov best practices, current
functionality, and consistency of the proposed form and staff report document
• Provide technical resources required for add -in installation on client workstations and is responsible for
end-usersupport.
• Complete Workflow Training
• Complete User Acceptance Testing
• Conduct Workflow end -user training
• Review and Sign off Workflow configuration
PrimeGov Agrees to:
• Review and configure up to (2) Item Approval workflows that are provided as part of the on -
boarding assessment including:
o Workflow Design
o Workflow Configuration
o Notification Emails
• Review and configure up to (2) Item Submission Forms with accompanying Staff Report that is
provided as part of the on -boarding assessment including:
o NTML Form Design
o Staff Report Word Document Content Controls
• Perform a Gap Analysis to review functionality and identify potential feature requests and
enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Workflow and Forms testing
• Provide Workflow training
PrimeGov Minutes allows the meeting administrator to run a meeting and record roll call, minutes, motions,
votes, notes, and actions with ease. The PrimeGov real-time Minutes tools provide a single interface that
PRIMEGOV
PrimeGov Agrees to:
• Provide Video Installation Configuration Guide
• Configure PrimeGov API / Google AUTH
• Perform a video streaming test
• Provide Video Training
PrimeGov Voting The Meeting Viewer also provides a means for the members to record their vote during a
meeting and offers the ability to communicate the voting process of agenda items to the public. This
solution allows voting members and support personnel the opportunity to electronically view items
and supporting documentation on the agenda and to electronically cast votes on motions. The Voting
solution also provides a more automated and effective approach to recording the events of the
meeting to make it easy for the supporting personnel to follow along and manage the meeting as it
is in session
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Motion Types
o Roles
o Voting options
o Speaker Management
• Complete Voting training
• Perform a Mock Meeting or other User Acceptance Testing
• Review and Sign off Voting configuration
PrimeGov Agrees to:
• Configure and Review Voting including:
o Motion Types
o Roles
o Voting options
o Speaker Management
• Provide Voting training
PrimeGov, Historical Import (Conversion)
PrimeGov will import historical data for the following conversion work tasks including utilization of a utility
that has been specifically developed to assist with streamliningthe conversion process.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Identification of Content
o Identification of the location of data and supporting files
• Provide access to data and supporting files for import
• Provide media files in MP4 video format
• Provide a clear and understandable naming convention to identify files and their location
• Customer Acceptance Testing
• Review and Sign off Historic Import results
P R_ FA E�-_�_0_ l
PrimeGov Agrees to:
• Import of up to 7 years of historic documents for meeting types identified as part of
PrimeGov Agenda implementation
o Agendas
o Minutes
o Packets
• Import of MP4 videos without indexing/timestamps on Customer provided YouTube
account.
• Provide a Conversion report outlining successful import counts and identification of failed
record imports.
• Complete one import and one delta import of data after initial import.
• PrimeGov Core / Administration The Core of the PrimeGov Suite. This allows users and
administrators to have an Agenda Management Solution in the cloud with access from any internet
connection. All system settings and security are managed and administered from the core
Customer Agrees to:
o Complete On -Boarding Assessment including:
o Identities/Users
o Roles
o Departments
o Department Heads
o Security and Permissions
o Email Settings
• Customer Acceptance Testing
• Complete PrimeGov Administrator Training
• Review and Sign off Core / Administration
PrimeGov Agrees to:
• Deploy of a Cloud Production Environment instance including:
o Software Suite outlined above
o Identities/User
• Email Address
• First Name
• Last Name
• Department
• Title
o Roles
• Administrator
• General City Staff
• Committee
• Members
o Departments
• Department Heads
o Security and Permissions
o Email Settings
• Provide PrimeGov Administrator Training
PRIME G0V;
Note: The following optional PrimeGov components are not included in the project scope estimate at this
time:
PrimeGov Reporting
Not Included in Project Scope
PrimeGov API
Loserfiche integration included all other API not included in Project Scope
Customization and Development
PrimeGov offers many integration opportunities and other development to accommodate specific requests
or enhancements. While all enhancements are driven by customer demand, the option exists for the
customer to purchase custom development.
Not Included in Project Scope
General Project Requirements
The following are the general project requirements based upon the processes described above for this
PrimeGov implementation.
Customer Agrees to:
• Commit a Project lead and relevant Subject Matter Experts, as needed for successful project delivery.
• Lead development or procedural discussions produce end -user training documentation, and conduct end -user
training sessions, as needed.
• Provide technical resources required for video streaming
• provide technical resources required for add -in installation on client workstations and is responsible for end-
usersupport.
• Complete Training assigned
• Complete User Acceptance Testing
• Provide feedback and sign off all phases of the project
• Ensure local infrastructure complies with published minimum requirements.
• Provide resources required to use remote sharing software for meetings such as GoToMeeting or Microsoft
Teams
PrimeGov Agrees to:
• Commit a project lead and other subject matter experts, as needed for successful project delivery
• Implementation tasks are estimates until the completion of the Gap analysis. After completion of the Gap
analysis, PrimeGov and Customer will review the Implementation project requirements, including but not
limited to Future State process designs, work effort estimates, timelines, and software, and execute a Change
Order Authorization as appropriate.
• Testing and Deployment of Software Upgrades and Patches
• Review and Demonstration of theentire solution in PrimeGov as a refresher of system features and including
the approval process.
• PrimeGov will perform a gap analysis with Customer at each step to clarify and confirm the agenda
management processes and PrimeGov best practices and functionality. If the customer requests changes to
PRIME�G0Vj
the standard offering those requests will likely impact the work effort estimated within this SOW resulting in
further analysis and discussions, and possibly a Change Order and/or additional software development.
• PrimeGov will provide Project Management Activities including:
o Project Tracking
o Weekly Status Calls
o Regular remote share working sessions
o Issue resolution portal for tracking of issues identified as issues, defects, feature requests, and bugs.
• Review and configuration of user and role permissions within the PrimeGov Solution
• PrimeGov will perform testing of the software functionality and provide support during customer user
acceptance testing before production.
o Training will be provided to those individuals identified as testers for successful User Acceptance
Testing
Change Orders
This SOW is intended to communicate all deliverables that relate to this project, and no other deliverables
are assumed outside of this SOW. Customer requirements and the "Project Scope" based on the information
provided at this time. Although PrimeGov makes every attempt to provide accurate estimates, estimates
may change as further details of the solution are identified, and the final Solution Blueprint is developed. If
additional products and/or services beyond those outlined in this SOW are required, a "Change Order
Authorization" will be generated outlining the details, as well as time and cost estimates, ofthe modifications
to this SOW. A Change Order Authorization must be authorized, approved, and executed by PrimeGov and
Customer for the changes to be incorporated into the SOW.
Projected Timeline and Stages
This SOW is intended to communicate all deliverables that relate to this project, and no other deliverables
are assumed outside of this SOW. Customer requirements and the "Project Scope" based on the information
provided at this time. Although PrimeGov makes every attempt to provide accurate estimates, estimates
may change as further details of the solution are identified, and the final solution is developed. If additional
products and/or services beyond those outlined in this SOW are required, it may impact the projected
timeline.
PrimeGov Implementation Stages
A project that follows the scope of work described in this document will consist of three distinct stages:
Planning & Discovery
• Kick Off
• Process Review
Implementation
0 Configuration & Test
PRIME G 0 V
• Training
Proiect Closure
• Go Live
• Transition to Support
Projected Timeline
The expected duration of this project plan, without any changes, is 16 weeks. The general timeline would
follow the duration below:
1 2 3 4 5 6 7 6 9 10 11 12 13 14 15 16 END
(WEEKS)
The projected timeline can be impacted by changes in "Project Scope" and based on commitments to the
General Project Requirements.
PRIME-G0V
PRIME G 0 V
SCHEDULE 3 - Statement of Work
Statement of Work
Agenda Management
June 5, 2020
Version 1
Project Objectives & Preliminary Scope
The PrimeGov Agenda Management Suite enables organizations to manage a variety of components
related to the legislative process.
The "Suite" consists of the following components and modules; The project planning and
implementation activities will include the following objectives and assumptions:
PrimeGov Committee Manager allows staff to view, edit, and add committees, members, and
positions. In one succinct view, a user can take care of all committee tasks efficiently and
effectively. As the need arises for further customization of committee member details the
process is intuitive and straightforward. Committee manager makes it easy to create initial
and subsequent terms quickly, and even split terms if a seat becomes vacant mid-term. Also
included are 30, 60, 90-day vacancy reports.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Committees
o Documentation of Active Positions
o Documentation of Active Members
o Documentation of Current Terms (Start Date / End Date)
• Complete Committee Manager training
• Complete User Acceptance Testing
• Review and Sign off Committee Manager configuration
PrimeGov Agrees to:
• Review and Configure up to (10) Committees that are provided as part of the on -
boarding assessment including:
o Committees
o Active Positions
o Active Members
o Current Terms
• Review and discuss modifications required to accommodate PrimeGov best practices,
existing functionality, and consistency of the proposed Committee Manager.
• Perform a Gap Analysisto review functionality and identify potential feature requests
and enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Committee Manager testing
• Provide Committee Manager training
PrimeGov Agenda allows staff to create meeting types, agenda items, upload related documents
to create an agenda and materials packet. Meeting documents and supporting materials can
be compiled for distribution to the Staff, Public, Council Members, and others.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Item Types
o Documentation of Meeting Types for each meeting body
o Documentation of the proposed meeting schedule for each meeting body
• Produce and Share full Word samples including numbering, font, size and other
formatting details for each meeting body:
o Agenda
o Packet
o Notice of Cancellation
• Identify sections and items included in each meeting body
• Review and discuss modifications required to accommodate PrimeGov best practices,
current functionality, and consistency of the proposed meeting document templates
• Complete Agenda Training
• Complete User Acceptance Testing
• Conduct end -user training
• Review and Sign off Agenda configuration
PrimeGov Agrees to:
• Review and configure up to (3) Meeting Bodies that are provided as part of the on -
boarding assessment including:
o Agenda
o Minutes
o Packet
o Notice of Cancellation
• Review and configure Item Types
• Perform a Gap Analysis to review functionality and identify potential feature requests
and enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Agenda Testing
• Deliver full document set per meeting with the proposed layout and design
• Provide Agenda training
PrimeGov Forms/Workflow allows for the automation of the item submission process. This will
enable users to ensure items are reviewed electronically and that users can always know
where an item is at in the process. Workflow allows for linear routing of an item with its
supporting materials on its journey to an agenda. Workflow is flexible and will enable users
to have an ad -hoc review process via peer review while also allowing the administration to
design a consistent approval process. Items can be created at any time and added to the
agenda automatically when the approved process is complete. The workflow steps can be
routed to users or groups to ensure an end to end electronic process.
Following is an example of the Agenda Item Approval Workflow:
• Create Document
• Create Item
• Add item to the meeting
• Attach documents
• Originator Review
• Peer Review
• Department Head Review
• Legal Review
• Finance Review
• City Manager Review
• City Clerk
• Approve on Agenda
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of the workflow process
• Form to initiate a submission
• Staff Report (cover page) Word sample
• Workflow Steps
• Identification of originators
• Identification of Review Groups
• Identification of Review Users
• Notification Emails
• Identify a decision maker and lead procedural discussions regardingthe item approval process.
• Review and discuss modifications required to accommodate PrimeGov best practices,
current functionality, and consistency of the proposed item approval workflow
• Review and discuss modifications required to accommodate PrimeGov best practices,
current functionality, and consistency of the proposed form and staff report document
• Provide technical resources required for add -in installation on client workstations and is
responsible for end-usersupport.
• Complete Workflow Training
• Complete User Acceptance Testing
• Conduct Workflow end -user training
• Review and Sign off Workflow configuration
PrimeGov Agrees to:
• Review and configure up to (2) Item Approval workflows that are provided as part of the
on -boarding assessment including:
o Workflow Design
o Workflow Configuration
o Notification Emails
• Review and configure up to (2) Item Submission Forms with accompanying Staff Report
that is provided as part of the on -boarding assessment including:
o HTML Form Design
o Staff Report Word Document Content Controls
• Perform a Gap Analysis to review functionality and identify potential feature requests
and enhancements that can be evaluated for inclusion in a future release.
• Complete end to end Workflow and Forms testing
• Provide Workflow training
PrimeGov Minutes allows the meeting administrator to run a meeting and record roll call,
minutes, motions, votes, notes, and actions with ease. The PrimeGov real-time Minutes tools
provide a single interface that allows all aspects of the meeting to be managed often by a
single user. The real-time meeting tools also offer options for citizen engagement information
regarding the active item, speakers, motion information, and votes can be displayed in
chambers or online via the public portal in real time. Minutes provides a means to record
motions, votes, minutes and other facets of the meeting. Also, agenda items can be added,
removed, edited and re -arranged as changes occur during the meeting.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Motion Types
o Documentation Motion Type configuration
o Minutes
o Motion template
o Action template
o Vote result template
• Produce and Share complete Word samples including numbering, font, size and other
formatting details for each meeting body:
o Minutes
• Identify sections and items to be included in each meeting body
• Review and discuss modifications required to accommodate PrimeGov best practices,
current functionality, and consistency of the proposed minute templates
• Complete Minutes Training
PrimeGov Agrees to:
• Review and Configure up to (3) meeting bodies that are provided as part of the on -
boarding assessment including:
o Minutes
• Review and configure:
o Motion Types
o Motion Type configuration
o Motion template
o Action template
o Vote Result template
• Perform a Gap Analysis to review functionality and identify potential feature requests
and enhancements that can be evaluated for inclusion in a future release.
• Deliver complete document set per meeting with the proposed layout and design
• Provide Minutes training
PrimeGov Public Portal, The Public Portal, can be integrated directly within the city's website
providing a seamless look and feel. Constituents can search for and view meeting materials,
and video. The portal also provides the ability for citizens to search the voting history of
elected officials. This includes the meeting history, voting records, speakers, and video
specific to the item. An internal portal can also be used if the city would like to publish
meeting documentation internally before it being made available to the public.
Customer Agrees to:
• Provide technical resources required for integration on the city web site and is
responsible for end-usersupport of web site.
PrimeGov Agrees to:
0 Review and Configure public portal
• Perform a Gap Analysis to review functionality and identify potential feature requests
and enhancements that can be evaluated for inclusion in a future release.
PrimeGov Meeting Viewer allows members of the council or committee to participate in the
meeting using their web -enabled device. The Meeting Viewer allows members to review,
annotate and save notes on agenda materials and items on their agenda in the cloud. The
real-time meeting tools also provide information about the current item, speakers, motion
information, and votes can be displayed in chambers using the Public Display in real time.
Alternatively, the system will also allow members of the council or committee to record their
own votes using their web -enabled device. Each committee member can be granted
permission to annotate their own digital copy of the meeting material for use during the
meeting.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Documentation of Users and Permissions
o Identification of clerks for each meeting type
• Train Council Members and Staff on how to use Meeting Viewer
• Complete End User Meeting Viewer Training
PrimeGov Agrees to:
• Review and Configure up to (3) meeting bodies that are provided as part of the on -
boarding assessment including:
o Minutes
PrimeGov Video provides a High -Definition live stream and on -demand viewing for audio or
video of meetings. The video is immediately available for on -demand access via the
interactive agenda on the public portal. The events of the meeting can be automatically time -
stamped by activating an item in the Meeting Viewer or adding a timestamp via meeting
details.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o YouTube account configured for embedded live streaming
• Complete Installation of Encoder
o Provide HDMI or SDI Video Feed
o Provide HDMI or Analog Audio
o Provide Network connection
• RJ-45 Ethernet
• Static IP Address
• Gateway
• DNS
• Complete Video Manager training
• Review and Sign off Committee Manager configuration
PrimeGov Agrees to:
• Provide Video Installation Configuration Guide
• Configure PrimeGov API / Google AUTH
• Perform a video streaming test
• Provide Video Training
PrimeGov Voting The Meeting Viewer also provides a means forthe members to record their vote during
a meeting and offers the ability to communicate the voting process of agenda items to the
public. This solution allows voting members and support personnel the opportunity to
electronically view items and supporting documentation on the agenda and to electronically
cast votes on motions. The Voting solution also provides a more automated and effective
approach to recording the events of the meeting to make it easy for the supporting personnel
to follow along and manage the meeting as it is in session
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Motion Types
o Roles
o Voting options
o Speaker Management
• Complete Voting training
• Perform a Mock Meeting or other User Acceptance Testing
• Review and Sign off Voting configuration
PrimeGov Agrees to:
• Configure and Review Voting including:
o Motion Types
o Roles
o Voting options
o Speaker Management
• Provide Voting training
PrimeGov Historical Import (Conversion)
PrimeGov will import historical data for the following conversion work tasks including utilization of a
utility that has been specifically developed to assist with streamlining the conversion process.
Customer Agrees to:
• Complete On -Boarding Assessment including:
o Identification of Content
o Identification of the location of data and supporting files
• Provide access to data and supporting files for import
• Provide media files in MP4 video format
• Provide a clear and understandable naming convention to identify files and their
location
• Customer Acceptance Testing
• Review and Sign off Historic Import results
PrimeGov Agrees to:
• Import of up to 10 years of historic documents for meeting types identified as part
of PrimeGov Agenda implementation
o Agendas
o Minutes
o Packets
• Import of M134 videos without index! ng/timestamps on Customer provided YouTube
account.
• Provide a Conversion report outlining successful import counts and identification of
failed record imports.
• Complete one import and one delta import of data after initial import.
• PrimeGov Core / Administration The Core of the PrimeGov Suite. This allows users and
administrators to have an Agenda Management Solution in the cloud with access from any
internet connection. All system settings and security are managed and administered from the
core
Customer Agrees to:
o Complete On -Boarding Assessment including:
o Identities/Users
o Roles
o Departments
o Department Heads
o Security and Permissions
o Email Settings
• Customer Acceptance Testing
• Complete PrimeGov Administrator Training
• Review and Sign off Core / Administration
PrimeGov Agrees to:
• Deploy of a Cloud Production Environment instance including:
o Software Suite outlined above
o Identities/User
• Email Address
• First Name
• Last Name
• Department
• Title
o Roles
• Administrator
• General City Staff
• Committee
• Members
o Departments
• Department Heads
o Security and Permissions
o Email Settings
• Provide PrimeGov Administrator Training
Note: The following optional PrimeGov components are not included in the project scope estimate
at this time:
PrimeGov Reporting
Not Included in Project Scope
PrimeGov API
Integration other than with Laserfiche is not included in Project Scope
Customization and Development
PrimeGov offers many integration opportunities and other development to accommodate specific
requests or enhancements. While all enhancements are driven by customer demand, the option exists
for the customer to purchase custom development.
Not Included in Project Scope
General Project Requirements
The following are the general project requirements based upon the processes described above for this
PrimeGov implementation.
Customer Agrees to:
• Commit a Project lead and relevant Subject Matter Experts, as needed for successful project
delivery.
• Lead development or procedural discussions produce end -user training documentation, and
conduct end -user training sessions, as needed.
• Provide technical resources required for video streaming
• provide technical resources required for add -in installation on client workstations and is
responsible for end-usersupport.
• Complete Training assigned
• Complete User Acceptance Testing
• Provide feedback and sign off all phases of the project
• Ensure local infrastructure complies with published minimum requirements.
• Provide resources required to use remote sharing software for meetings such as
GoToMeeting or Microsoft Teams
PrimeGov Agrees to:
• Commit a project lead and other subject matter experts, as needed for successful project
delivery
• Implementation tasks are estimates until the completion of the Gap analysis. After
completion of the Gap analysis, PrimeGov and Customer will review the Implementation
project requirements, including but not limited to Future State process designs, work effort
estimates, timelines, and software, and execute a Change Order Authorization as
appropriate.
• Testing and Deployment of Software Upgrades and Patches
• Review and Demonstration oftheentire solution in PrimeGov as a refresher of system features
and including the approval process.
• PrimeGov will perform a gap analysis with Customer at each step to clarify and confirm the
agenda management processes and PrimeGov best practices and functionality. If the
customer requests changes to the standard offeringthose requests will likely impact the work
effort estimated within this SOW resulting in further analysis and discussions, and possibly a
Change Order and/or additional software development.
• PrimeGov will provide Project Management Activities including:
o Project Tracking
o Weekly Status Calls
o Regular remote share working sessions
o Issue resolution portal for tracking of issues identified as issues, defects, feature
requests, and bugs.
• Review and configuration of user and role permissions within the PrimeGov Solution
• PrimeGov will perform testing of the software functionality and provide support during
customer user acceptance testing before production.
o Training will be provided to those individuals identified as testers for successful User
Acceptance Testing
Change Orders
This SOW is intended to communicate all deliverables that relate to this project, and no other
deliverables are assumed outside of this SOW. Customer requirements and the "Project Scope" based
on the information provided at this time. Although PrimeGov makes every attempt to provide
accurate estimates, estimates may change as further details of the solution are identified, and the
final Solution Blueprint is developed. If additional products and/or services beyond those outlined in
this SOW are required, a "Change Order Authorization" will be generated outlining the details, as well
as time and cost estimates, of the modifications to this SOW. A Change Order Authorization must be
authorized, approved, and executed by PrimeGov and Customer for the changes to be incorporated
into the SOW.
Projected Timeline and Stages
This SOW is intended to communicate all deliverables that relate to this project, and no other
deliverables are assumed outside of this SOW. Customer requirements and the "Project Scope" based
on the information provided at this time. Although PrimeGov makes every attempt to provide
accurate estimates, estimates may change as further details of the solution are identified, and the
final solution is developed. If additional products and/or services beyond those outlined in this SOW
are required, it may impact the projected timeline.
PrimeGov Implementation Stages
PLANNING & DISCOVERY
A project that follows the scope of work described in this document will consist of three distinct
stages:
Planning & Discovery
• Kick Off
• Process Review
Implementation
• Configuration & Test
• Training
Project Closure
Go Live
Transition to Support
Projected Timeline
The expected duration of this project plan, without any changes, is 16 weeks. The general timeline
would follow the duration below:
KICK OFF
;PROCES-S-.HLVILW
CONFIGURATION &TEST
TRAINING
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 END
(WEEKS)
The projected timeline can be impacted by changes in "Project Scope" and based on commitments
to the General Project Requirements.