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HomeMy WebLinkAboutC-8233-1 - Master Agreement (PSA for Hosted Software Subscription and Support Order)M f� AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH SOCRATA, INC. FOR HOSTED SOFTWARE SUBSCRIPTION AND SUPPORT ORDER THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICE � REEMENT ("Amendment No. One") is effective this 3 R n day of -Em �m "er, ('Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SOCRATA, INC., a Delaware corporation and wholly owned subsidiary of Tyler Technologies, Inc., a Delaware Corporation ("Consultant'), whose address is 255 South King Street, Suite 1100, Seattle, Washington 98104, and is made with reference to the following: RECITALS A. On November 21, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement') for hosted financial software and support ("Project'). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. HOSTED SOFTWARE AND SUPPORT ORDER Hosted Software Subscription and Support Order, Special Conditions, Section 1 is hereby amended to correct a clerical error with respect to the billing schedule. Payment of fees and costs for such items shall conform to the following terms: 1.1 The annual software as a service ("SaaS") fees payable under the Agreement for Year 2 will be billable 12/1/2017. For the avoidance of doubt, Consultant and City acknowledge that City has already paid these fees. 1.2 The annual SaaS fees payable under the Agreement for Year 3 will be billable 12/1/2018. 1.3 The annual SaaS fees payable under the Agreement for Year 4 will be billable 12/1/2019. 1.4 The annual SaaS fees payable under the Agreement for Year 5 will be billable 12/1/2020. 2. CONTRACT CONDITIONS Appendix 2: "Socrata Master Terms of Service," to the Agreement is hereby amended in its entirety and replaced with the "Software as a Service Agreement," attached hereto as Exhibit A and incorporated herein by reference. 3. TERM AND TERMINATION PROVISIONS The subscription term and termination provisions in the "Hosted Software Subscription and Support Order, Special Conditions, Section 1" are hereby clarified and amended as indicated in "Section F — Term, Termination, and Suspension of SaaS Services" of the new Appendix 2. 4. INTEGRATED CONTRACT In the event of any inconsistency between the Hosted Software Subscription and Support Order, the provisions in this Amendment No. One shall control. [SIGNATURES ON NEXT PAGE] Socrata, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: t 2 / /Zo I "I By:dzW�v FW; Aaron C. Harp City Attorney ATTEST: 1-5111 3 11 Date: By: A . Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Pe--/,;t-/i9 :11"I W/, , '�� 15-a6 Matusiewicz Finance Department Dire CONSULTANT: SOCRATA, INC., a Delaware corporation and wholly owned subsidiary of Tyler Technologies, Inc., a Delaware ggorpgqr�ation Date: 11 C8 By: Date: 11 �;Il eg �/ �✓ C� By:� [END OF SIGNATURES] Attachments: Exhibit A — Appendix 2: Software as a Service Agreement Socrata, Inc. Page 3 EXHIBIT A APPENDIX 2: SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Socrata, Inc., a wholly owned subsidiary of Tyler Technologies, Inc. and Client. WHEREAS, Client selected Socrata to provide the certain items set forth in the Investment Summary, including providing Client with access to Socrata's proprietary software products, and Socrata desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Socrata and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Service Agreement. • "Alert" means a message that is delivered when Client -defined thresholds are exceeded. • "API" means application -programming interface. • "API Calls" means any request made by a client against a SaaS Service. After the initial twelve (12) months of the Agreement, and again every twelve months thereafter, the pricing for the SaaS Services, based on the API Calls, will be adjusted to the correlating pricing terms based on the average of the number of external API Calls over the previous six (6) months. • "Client" means the City of Newport Beach, a California municipal corporation • "Client Data" means data, datasets, files, information, content and links uploaded or provided by client through the use of the SaaS Services, but excluding Third Party Services. • "Confidential Information" means nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., Social Security numbers), "private information" in accordance with California Assembly Bill 375, effective January 1, 2020, and trade secrets, each as defined by applicable state law. • "Dataset" means physical collection of information, typically modeled as a table of rows and columns of data. • "Data Storage" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Documentation" means any online or written documentation and specifications related to the use of the SaaS Services that we provide, including instructions, user guides, manuals, and other training or self-help documentation. • "Force Majeure" means an event beyond the reasonable control of you or us, Socrata, Inc. Page 4 including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A. • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. SaaS Fees may be listed or referred to as Recurring Fees in Exhibit A. • "SaaS Services" means Socrata's off the shelf, cloud -based software service and related services, including maintenance and support services, as specified under this Agreement. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services. • "SLA" means the service level agreement described in Section C of this Agreement. • "Support Policy" means the Client support policy applicable to you for the SaaS Services pursuant to this Agreement. A copy of our current Client Support Policy is attached as Exhibit C. • "Statement of Work" means the agreed upon scope of services and industry standard implementation plan describing how Socrata's other services will be provided, the roles and responsibilities of the Client in connection to the implementation. If applicable, the Statement of Work is attached as Exhibit C. • "Third Party Services" means if any, third party web -based services, including but not limited to third party stock photos and third party map location services which are provided at no additional charge to you through this Agreement. • "Socrata" means Socrata, a wholly owned subsidiary of Tyler Technologies, Inc., a Delaware corporation. • "we", "us", "our" and similar terms mean Socrata. • "you" and similar terms mean Client. SECTION B — SAAS SERVICES 1. Rights Granted. Socrata grants to Client the non-exclusive, non -assignable limited right to use the SaaS Services on a subscription basis up to the usage limits in the Investment Summary. The SaaS Services will be made available to Client according to the terms of the SLA. Client may use the SaaS Services to access updates and enhancements to the SaaS Services, as further described in Section C(8). 2. SaaS Fees. Client agrees to pay Socrata the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. Client may add additional users or additional data storage on the terms set forth in Section H(1). 3. Ownership. 3.1 Socrata retains all ownership and intellectual property rights to the SaaS Services, as well as anything developed by us under this Agreement. Socrata, Inc. Page 5 3.2 When Client uploads or provides Client Data to Socrata's SaaS, Client grants to Socrata a perpetual non-exclusive, worldwide, royalty -free, sub -licensable, and transferable license to use, reproduce, publicly display, distribute, modify, create derivative works of, and translate the Client Data as needed in response to a User's use of the SaaS Services, or otherwise use by Public Users. Socrata may use aggregate anonymized data within the SaaS Services for purposes of enhancement of the SaaS Services, aggregated statistical analysis, technical support and other internal business purposes. 3.3Socrata reserves the right to develop derivative data assets based on Client's publicly available data. These uses might include but aren't necessarily limited to: aggregating and summarizing data; normalizing, standardizing and concatenating data to create new regional or national data assets, developing key performance indicators and benchmarks. 3.4 While Socrata agrees to never commercially sell data Client makes publicly available, we reserve the right to commercially sell derivative data assets we create based on Client's public data, which does not include Confidential Information as defined in Section A of this Agreement. 3.5Socrata may develop derivative data assets and insights based on aggregated, anonymized views of Client's internally accessible private data for the purposes of the enhancement of the SaaS Services, aggregated statistical analysis, technical support and other internal business purposes. 3.6The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.7 Client retains all ownership and intellectual property rights to the Data. Client expressly recognizes that except to the extent necessary to carry out our obligations contained in this Agreement, Socrata does not create or endorse any Data used in connection with the SaaS Services. During the term of the Agreement, Client may export Client Data as allowed by the functionality within the SaaS Services. 3.8 If Client provides feedback, information, and/or or suggestions about the SaaS services, or any other services provided hereunder, then Socrata (and those it allows to use its technology) may use such feedback, information and/or suggestions under a royalty -free, paid-up, and irrevocable license without obligation to Client. 4. Restrictions. You may not: (a) except as explicitly provided for herein, make the SaaS Services or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services or Documentation available to any third party other than as expressly permitted Socrata, Inc. Page 6 by this Agreement; (e) use the SaaS Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third party rights; (f) interfere with or disrupt the integrity or performance of the SaaS Services (including without limitation, vulnerability scanning, penetration testing or other manual or automated simulations of adversarial actions, without Socrata's prior written consent); or (g) attempt to gain unauthorized access to the SaaS Services or its related systems or networks. Reservation of Rights. The SaaS Services, other services, workflow processes, user interface, designs, and other technologies provided by Socrata pursuant to this Agreement are the proprietary property of Socrata and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain only with Socrata. Client may not remove or modify any proprietary marking or restrictive legends from items or services provided under this Agreement. Socrata reserves all rights unless otherwise expressly granted in this Agreement. 6. Access and Usage by Internal Client Users and Contractors. You may allow your internal users and third party contractors to access the SaaS Services and any technical or policy controls, in compliance with the terms of this Agreement, which access must be for your sole benefit. You are responsible for the compliance with this Agreement by your internal users and contractors. Public Users. The SaaS Services provide you with functionality to publish all or part of Client Data to the general public through one or more public facing websites. Client determines which Client Data is shared publicly, and Client is responsible for determining the online terms of use and licenses relative to the use by public users ("Public User") of Client Data, and the enforcement thereof. Once an internal user publicly publishes Client Data using the SaaS Services, Socrata has no control over a Public User's use, distribution, or misuse of Client Data. Socrata has no liability or obligation to indemnify for such usage. Users have the ability within the SaaS Services to remove the public setting applied to Client Data and revert it to a private setting. Client is solely responsible for which Client Data you choose to make public, and what terms apply to any Client Data which is made public._ Your Responsibilities. Client (i) must keep its passwords secure and confidential; (ii) is solely responsible all activity occurring under its account; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Socrata promptly of any such unauthorized access; (iv) may use the SaaS Services only in accordance with the Documentation; and (v) shall comply with all federal, state and local laws, regulations and policies of Client, as to its use of the SaaS Services, Client Data, and instructions to Socrata regarding the same. 9. Socrata Support. Socrata will provide Client support for the SaaS Service at the Support Level indicated in the Investment Summary under the terms of Socrata's Client Support Policy ("Support") which is located in Exhibit C; Socrata will report scheduled maintenance windows, outages or other events affecting Client on Socrata's support site. Socrata, Inc. Page 7 10. Client Data Backup. Client is providing Socrata a copy of Client Data. Client acknowledges and understands that Socrata and the SaaS Services are not the system of record of Client Data. Any laws and regulations governing Client for retention of Client Data remains Client's responsibility. CLIENT IS SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing between Socrata and Client. 11.AP1. Socrata will provide access to the applicable application -programming interface ("API") as part of the SaaS Services under the terms of this Agreement. Subject to the other terms of this Agreement, Socrata grants Client a non-exclusive, nontransferable, terminable license to interact only with the SaaS Services as allowed by the current API a. Client may not use the API in a manner --as reasonably determined by Socrata-- that exceeds the evaluation purposes defined in the Investment Summary, constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Socrata can suspend or terminate Client's access to the API on a temporary or permanent basis. b. Socrata may change or remove existing endpoints or fields in API results upon at least 30 days' notice to Client, but Socrata will use commercially reasonable efforts to support the previous version of the API for at least 6 months from deprecation notice. Socrata may add new endpoints or fields in API results without prior notice to Client. c. The API may be used to connect the SaaS Services to certain hosted or on premise software applications not provided by Socrata ("Non-Socrata Applications"). Client is solely responsible for development, license, access to and support of Non-Socrata Applications, and Client's obligations under this Agreement are not contingent on access to or availability of any Non-Socrata Application. Socrata does not own any open source code that may be provided with the API, and it is provided as a convenience to you. Such open source code is provided AS IS and is governed by the applicable open source license that applies to such code; provided, however, that any such open source licenses will not materially interfere or prohibit Client's limited right to use the SaaS Services for its internal business purposes. 12. Data Security Measures. In order to protect your Confidential Information, we will: implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (ii) implement and maintain industry standard systems and procedures for detecting, mitigating, and responding Socrata, Inc. Page 8 to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identify reasonably foreseeable internal and external risks to the security, availability, confidentiality, and integrity of Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, Security Measures). 13.Notice of Data Breach. If Socrata knows that Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, we will alert Client of any such data breach in accordance with applicable law, and take such actions as may be necessary to preserve forensic evidence and return the SaaS Services to standard operability. If so required, Socrata will provide notice in accordance with applicable State data breach notification laws. SECTION C — OTHER SERVICES i. Other Services. If applicable, Socrata will provide Client the various implementation - related services itemized in the Investment Summary. 2. Other Services Fees. If applicable, Client agrees to pay Socrata the other services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. Client acknowledges that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. If applicable, the Statement of Work and Investment Summary, found in the Attachments to this Agreement, contain the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. Unless otherwise noted therein, the price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. a. Cancellation. If travel is required, Socrata will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if Client cancels services less than two (2) weeks in advance (other than for Force Majeure or breach by us), Client will be liable for all (a) non- refundable expenses incurred by Socrata on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) Socrata, Inc. Page 9 weeks of scheduled commitments. s. Services Warranty. We will perform the services in a professional manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Client Assistance. You acknowledge that the implementation of the SaaS Services is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 8. SERVICE LEVEL AGREEMENT &WARRANTY. 8.1 Service Warranty. Socrata warrants to Client that the functionality or features of the SaaS Services will substantially perform as communicated to Client in writing, or their functional equivalent, but Socrata has the right to update functionality. The support policies may change but will not materially degrade during the term. Socrata may deprecate features upon at least 30 days' notice to Client, but Socrata will use commercially reasonable efforts to support the previous features for at least 6 months following the deprecation notice. The deprecation notice will be posted at https://su000rt.socrata.com. 8.2Uptime Service Level. We will use commercially reasonable efforts maintain the online availability of the SaaS Service for a minimum of availability in any given month as provided in the chart below (excluding maintenance scheduled downtime, outages beyond our reasonable control, and outages that result from any issues caused by you, your technology or your suppliers or contractors, Service is not in the production environment, you are in breach of this Agreement, or you have not pre -paid for SaaS Fees for the Software as a Service in the month in which the failure occurred). Socrata, Inc. Page 10 Availability SLA Credit 99.9% 3% of monthly fee for each full hour of an outage that adversely impacted Client's access or use of the SaaS Services (beyond the warranty). Maximum amount of the credit is 100% of the prorated SaaS Service Fees for such month, or $1,800.00, whichever is less, and the minimum credit cannot be less than $100.00. 3 Limited Remedy. Your exclusive remedy and our sole obligation for our failure to meet the warranty under Section C(8.2) is the provision by us of the credit for the applicable month, as provided in the chart above (if this Agreement is not renewed then a refund in the amount of the credit owed); provided that you notify us of such breach of the warranty within thirty (30) days of the end of that month. SECTION D — THIRD PARTY SERVICES 1. Third Party Platform Service. Client will be provided with access and usage of Third Party Services through use of the SaaS Services. Client must agree to such Third Party Service contracts if Client chooses to use those Third Party Services. Third Party Services will be solely governed by such Third Party Service contracts, and are provided as -is. 2. Disclaimer. You acknowledge that we are not the provider of any Third Party Platform Services. We do not warrant or guarantee the performance of the Third Party Platform Services. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered item does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the Socrata, Inc. Page 11 issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F —TERM, TERMINATION, and SUSPENSION OF SaaS SERVICES 1. Term. The initial term of this Agreement is three (3) years from the first day of the first month following the Effective Date for the subscription term beginning December 1, 2016, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional two (2) year renewal terms unless terminated in writing by either party at least sixty (60) days prior to the end of the then - current renewal term. Your right to access or use the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, Client will pay Socrata for all undisputed fees and expenses related to the SaaS services, products, and/or other services you have received, or Socrata has incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than Client's termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. Client acknowledges that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue your access to the SaaS Services. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If Client believes Socrata has materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). Client may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(4). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If Client should not appropriate or otherwise make available Socrata, Inc. Page 12 funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Fees for Termination without Cause during Initial Term. If Client terminates this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if Socrata terminates this Agreement during the initial term for Client's failure to pay SaaS Fees, Client shall pay Socrata the following early termination fees: a. if Client terminates during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 75% of the SaaS Fees then due for the remainder of the initial term; b. if Client terminates during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 50% of the SaaS Fees then due for the remainder of the initial term; and c. if Client terminates after the third year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term. 2.6 Trial Service. Any no -cost trial service to which Client has access may be terminated at any time by either party with fifteen (15) days' prior written notice. 3. Return of Client Data. Upon request, Socrata will make the SaaS Services available to Client to export Client Data for a period of sixty (60) days following the termination of this Agreement. After such sixty (60) day period has expired, we have no obligation to maintain Client Data and may destroy the Client Data. 4. Return of Socrata Property. Upon termination of this Agreement, Client agrees to destroy or return all Socrata property that is in your possession. Upon our request, you will confirm your compliance with this requirement in writing. 5. Suspension of Service. Although we have no obligation to screen, edit or monitor the Client Data or Public User content posted on SaaS Services, if, in our reasonable judgment, we discover your use of the SaaS Services threatens the security, integrity, stability, or availability of the SaaS Services, or is otherwise in violation of this Agreement, we may temporarily suspend the SaaS Services. Unless Client has conducted unscheduled penetration testing or unscheduled performance testing, Socrata will use commercially reasonable efforts to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension. Any unscheduled penetration testing or unscheduled performance testing conducted by Client will result in immediate suspension of the SaaS Services. SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. Socrata, Inc. Page 13 1.1 Socrata will defend Client against any third party claim(s) that the SaaS Services or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Socrata's obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on Client's use of the SaaS Services in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement. 1.3 If Socrata receives information concerning an infringement or misappropriation claim related to the SaaS Services, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non - infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Services immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the SaaS Services consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and Client's use of the SaaS Services is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 1 Socrata will indemnify and hold harmless Client and your agents, officials, and employees from and against any and all third party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our gross negligence or willful misconduct; or (b) our violation of Payment Card Industry Data Security Standard (PCI -DSS) requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. Notwithstanding Socrata's defense in any claim, Client will abide by the rules set forth under the California Government Code, and other applicable laws, in responding to claims received. 2To the extent permitted by applicable law, Client will indemnify and hold harmless Socrata and our agents, officials, and employees from and against any and all third Socrata, Inc. Page 14 party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your gross negligence or willful misconduct; or your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE SOCRATA TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SAAS SERVICES, SOCRATA DOES NOT GUARANTEE THAT THE SAAS SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND THAT THE SAAS SERVICES MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE BY YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon Socrata, Inc. Page 15 your written request. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Federal Application. If applicable, the SaaS Services and Documentation are a "commercial item," as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and 'commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202- 1 through 227.7202-4, all U.S. Government End Users acquire only those rights in the SaaS Service and the Documentation that are provided under this agreement. 3. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 4. Dispute Resolution. Client agrees to provide Socrata with written notice within thirty (30) days of becoming aware of a dispute. Client agrees to cooperate with Socrata in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If parties fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of the parties may assert their respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent Client or Socrata from seeking necessary injunctive relief during the dispute resolution procedures. 5. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 6. Nondiscrimination. Socrata will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. Socrata, Inc. Page 16 This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 7. E -Verify. Socrata has complied, and will comply, with the E -Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. Subcontractors. Socrata will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 9. Bindinq Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 10. Force Majeure. Except for Client's payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 11. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 12. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 13. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. Socrata, Inc. Page 17 14. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 15. Independent Contractor. Socrata is an independent contractor for all purposes under this Agreement. 16. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth in Section 24 or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to Confidential Information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential Information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., Social Security numbers) and trade secrets, each as defined by applicable state law ("Confidential Information"). Each party agrees that it will not disclose any Confidential Information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. Socrata, Inc. Page 18 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States or the laws of your state of domicile, without regard to its rules on conflicts of law. 20. Multiple Originals and Authorized Signatures. This Agreement may executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Exhibit C: Support Policy 23. Order of Precedence. Any ambiguity, conflict, or inconsistency in the Contract Documents shall be resolved according to the following order of precedence: 1) SaaS Services Agreement (This document) 2) Exhibit A: Investment Summary 3) Exhibit B: Invoicing and Payment Policy 4) Exhibit C: Support Policy Socrata, Inc. Page 19 24. Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer Copy to: Socrata, Inc. 255 South King Street, Suite 1100 Seattle, WA 98104 Attention: Kevin Merritt Address for Notices: City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attn: Socrata, Inc. Page 20 • •••''• tyler •• technologies Exhibit A (to Appendix 2) Investment Summary The following Investment Summary details the items to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. %C C-08 — 0,pen Budge" 1211116 11130x21 5760.00 do $45.000.00 SOC -0L Open FWWAtum 12/1146 1113081 $750.00 60 $ 5.000.00 Bulc SYpport Brisic SuppW1 kwkided ktuu kMudod —..� Gem -bpm, PT web and phone. exckxeng VS Fed" Education Slendmd Education 115900 36(list3Veen; $5.60®.00^ Packs • .._ P of mt) -�. -- Launch Two (2). one for 1711116 11730/17 $3,62500 2 $11,250.00- Peokagets) Open Budget and (Packages) one Mf open Expenditures Total Fess ;106,758.80 Due REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Socrata, Inc. Page 1 ••.,. tyler Exhibit B (to Appendix 2) Invoicing and Payment Policy We will provide you with the items set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable items in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Service Fees. SaaS Service Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. 2. Other Items and Services. 2.1 Implementation and Other Services: Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.2 Other Fixed Price Services (including education): If applicable, fixed price services are invoiced upon complete delivery of the service. 3. Expenses. The service rates in the Investment Summary include travel expenses. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices invoice. Our electronic payment information is Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 is due within thirty (30) days of receipt of Account: 4124302472 Beneficiary: Tyler Technologies, Inc. — Operating Socrata, Inc. Page A-1 c, • •�" t y I e r • technologic Exhibit C (to Appendix 2) Support Policy Socrata offers comprehensive Customer Support Programs to our customers. The Customer Support Program will be referenced in the license agreement or order form for Socrata. This document describes the policies that govern the Socrata Customer Support Programs. It defines the Customer Support Programs, their coverage levels, priorities, and response times. Should you require further information, please contact your Socrata Account Executive. Customer Support Programs We are committed to helping you make your Socrata solution a success. We understand that each organization has unique needs, and our Customer Support Programs are designed to let you choose the right program to meet your team needs. To ensure your success, we offer the following customer support plans with various services included as defined by the program. Support Services Basic Silver Gold Platinum Online Support 24x7 24x7 247 247 Phone Support 12x5" 12x5' 12x5" 12x5' Online Knowledge Base X X X X Community Portal X X X Service Level Agreement X X X Coaching 30 hours 75 hours 150 hours Dedicated Support Specialist X `12x5 defined as: 6:OOam - 6:OOpm PDT, Monday -Friday, excluding US Federal Holidays ("Business Hours') Managed Care Programs In addition to the programs above, Socrata offers Managed Care Support services for customers with a custom Socrata Solution. A Managed Care Support Program offers technical maintenance to support the long term success of a custom Socrata Solution, ensuring that development resources required to maintain performance of a custom Socrata Solution are available. Additional Support Basic Silver Gold Platinum Services Managed Care N/A X X X Program Development Hours N/A 15 50 150 Socrata, Inc. Page A-2 If you have previously purchased one of our legacy programs such as Support - Premier. Please contact your account executive for more information. Online Support Socrata Customer Support is a service provided for reporting and tracking issues with the Socrata Platform and products. It includes the ability to enter new requests and track status and any updates regarding previously reported issues. The Customer Support Center is accessed through the Knowledge base at https:Hsui)port.socrata.com/. Email support allows users to email: supportCa)socrata.com to receive assistance over email. Online Knowledge Base The Socrata online knowledge base is available at htto://sul)port.socrata.com/home. The portal provides the online how-to guides, frequently asked questions, videos, and a library of information to support a best practices approach to using Socrata. It also serves as a portal for accessing the other support features. Phone Support The Phone Support option allows users to call Customer Support Specialists ("CSS") at 1-(888)997-6762 and receive assistance over the phone. All requests logged over the phone can be statused online. Coaching Coaching hours allow access to one of Socrata's Technical Consulting Coaches by phone and screenshare. These hours can be used for questions or issues with data ingress, publishing datasets, curating visualizations, creating stories, and other topics once an implementation is complete. A Coaching Session can be scheduled by contacting coach ing(cilsocrata.com. Dedicated Support Specialist A dedicated Customer Support Specialist will be assigned with the Platinum Support Package only. A dedicated Customer Support Specialist (CSS) will be assigned to the account to manage and prioritize all logged requests. Each CSS is available during Business Hours (defined above). This plan includes bi-weekly status calls with the account Core Team and the representative to ensure that requests are prioritized and managed to a reasonable resolution. It also offers one onsite visit per year. 4.1 Hours of Operations ("Business Hours") Socrata Customer Support is available during the following business hours (Pacific Standard Time) weekdays 6:OOam - 6:OOpm, excluding U.S. Federal Holidays. Socrata, Inc. Page A-3 Socrata Customer Support will observe the following US Federal holidays (CSS will not be available these days): • New Year's Day • Martin Luther King Jr. Day • President's Day • Memorial Day Independence Day • Labor Day • Thanksgiving Day • Day after Thanksgiving • Christmas Day For information at any time on the status of Socrata's platform and services, we maintain a status site at htto://status.socrata.com/. We recommend all customers subscribe to updates. 4.2 Submitting a Support Request Support requests can be logged in the following manner (according to your support plan): Contact Method Details Telephone 1-888-997-6762 (toll-free) Email support@socrata.com Twitter @socratasupport A Support request is a single, reproducible problem, issue, symptom or question relating to the Socrata software that requires assistance to resolve. Socrata will work with the customer contact to resolve the Support Request. Examples of how requests may be resolved (closed) include: • The end user advises that the Support Request is resolved or can be closed. • The issue is found not to be due to any error in the Socrata software. • Information is provided to the end user on how to correctly use the Socrata software. • A workaround to achieve similar results is provided and accepted by the end user. • The end user is informed that a version release that contains the required correction is scheduled. • The Support Request is a feature request or enhancement and has been logged with the product team and prioritized accordingly. • The Support request is a change in existing functionality and has been prioritized as a product enhancement. • The Support Request is identified as a third party vendor issue and the end user agrees that the Support Request can be re -assigned to the third party for resolution. Socrata, Inc. Page A-4 • It is determined that the end user would benefit from additional training and education on the Socrata software and recommendations are made accordingly. • The issue cannot be reproduced in a standard environment and has been referred to Socrata Consulting Services to assess End User local and/or environmental issues. • The Support Request has been open for more than 10 consecutive business days awaiting a response from the end user. 4.3 Support Request Handling There are typically four phases in the process to resolution for a Customer Support Request: Phase Process Response Definition A Customer Support Specialist reviews The initial response is defined as the Initial Response logged customer issue and confirmstime from when an issue was logged by receipt of the issue and has logged all Customer and the Customer Support Specialist relevant information. is assigned and confirms receipt of the issue. The CSS will analyze and confirm they can replicate the issue. This phase mayThis stage starts the definition of the require the Customer to provide Resolution response time. The additional information and/or test Resolution time is defined as the time Analysis / Problem scenarios. The CSS will determine if the determination fromwhen the issue was replicated to issue is a bug and escalate to the thetime a reasonable correction or product engineering team for workaround was delivered to the scheduling into an upcoming product customer. release. The CSS may also be able to provide a reasonable workaround. A reasonable workaround or correction has been delivered to the Customer,The Customer will have up to 5 Monitor and the assigned Customer Supportbusiness days to test and confirm the Specialist is awaiting feedback from theworkaround or correction reasonably Customer to verify that the sol utionresolves the problem. resolves the request. The workaround or correction provided If a Customer does not provide a Close/ Resolution has been confirmed to resolve the confirmation within 5 business days issue. after receiving the reasonable resolution, the request will be closed. Note: All issues confirmed as enhancement requests do not qualify under the SLA commitment policies. These requests will be documented with our product development team for consideration in a future release. The web interface at httos://support.socrata.com/hc/en-us/requests/new is a good method of submitting tickets to the Socrata Support team. Customers may submit any Socrata, Inc. Page A-5 issue online, and monitor previously submitted issues. To log an issue, simply send an email to support(cDsocrata.com, or call our support line at 1-888-997-6762. 4.4 Customer Support Request Priorities Each Customer Support Request is assigned a priority by Socrata based on the technical severity of the request. The combination of Customer Support Program and Request Priority determines the SLA commitment time frame. Request Priority is determined by: The Customer's ability to use the software to execute the intended business function; The extent to which the Customer is unable to perform that function; and The impact on the Customer's business in the standard use of the functionality as designed by Socrata. Priority Recommended Contact Method Description Note: All issues submitted by email will be classified as Normal by default. 4.5 Support Request Target Resolution Times Customer Support Requests requiring product code changes will not be held to the corresponding Resolution Times; however, in the case of a product defect, with an Urgent priority, reasonable attempts will be made by Socrata Engineering to provide a correction and/or Customer Support to supply a workaround. Customer Support Requests are often resolved more quickly than the target times. First Response Basic Silver Gold Platinum Times Urgent 2 hours 1.5 hours 1 hour 1/2 hour Socrata, Inc. Page A-6 Socrata production environment is not available or core Urgent Phone functionality is critically affected or data loss or data integrity compromised or widespread failure; no acceptable workaround or alternative solution available. Socrata production environment is seriously affected; High Phone required functionality use is restricted or unusable; no acceptable workaround or alternative solution is available. Socrata functionality is restricted but operational, or some operations are impaired; an acceptable workaround or Normal Web alternative solution is available to resolve the restriction or limitation and allow reasonable use of the production environment. Socrata is generally unaffected; general usage questions, Low Web enhancement requests, product education, change to documentation; an acceptable workaround or alternative solution is either available or not required. Note: All issues submitted by email will be classified as Normal by default. 4.5 Support Request Target Resolution Times Customer Support Requests requiring product code changes will not be held to the corresponding Resolution Times; however, in the case of a product defect, with an Urgent priority, reasonable attempts will be made by Socrata Engineering to provide a correction and/or Customer Support to supply a workaround. Customer Support Requests are often resolved more quickly than the target times. First Response Basic Silver Gold Platinum Times Urgent 2 hours 1.5 hours 1 hour 1/2 hour Socrata, Inc. Page A-6 High 4 hours 3 hours 2 hours 1 hour Normal 8 hours 8 hours 4 hours 3 hours Low 24 hours 16 hours 12 hours 8 hours Note: All hours refer to hours as counted during our business hours. Target Resolution Times" Basic Silver Gold Platinum Urgent 1 day 1 day 1 day 1 day High 20 days 15 days 10 days 5 days Normal 30 days 25 days 20 days 10 days Low 60 days 30 days 25 days 20 days Note: Days are defined as Business days. `The response and resolution time targets listed represent a standard of average response and resolution times for all customers over a weekly average for all issues logged, rather than a resolution time for a single issue. Defect Resolution Process Customer Support Requests reported to Socrata may be confirmed as a product defect. In the event that a product defect is confirmed and a fix is required, Socrata will take reasonable measures to ensure a timely release of a fix to the product defect, in keeping with our current standards for software development, testing, quality assurance and production release. The following outlines the process for resolving a confirmed product defect: 1. Customer reports the issue to Socrata Customer Support and a Customer Support Request is created. 2. Socrata Customer Support works with the Customer to determine if the issue is a product defect and will document the symptoms and the steps followed to duplicate the issue. A defect report of the issue is created. 3. Once the issue has been documented, it is escalated to a Socrata Engineering Manager for additional troubleshooting and diagnostics. Socrata Customer Support will continue to provide updates to Customer. 4. Upon completion of diagnosis and understanding of cause and definition of correction required, the issue will be assigned to a Product Development team. 5. The Product Development Team will schedule into the appropriate release cycle and determine an estimated date for the release of the fix. 6. Quality assurance verifies the fix and confirms the estimated deployment date for the specified defect. 7. Customer Support will provide updates to the Customer during the process and when the fix has been deployed. 8. Customer will verify the fix in their environment and confirm it reasonably corrects the defect. 9. The Customer Support Request will then closed. Socrata, Inc. Page A-7 4.6 Scope of Support Support is provided whereby the end user identifies a problem or issue that is a reproducible problem and the issue or symptom is relating to the Scorata software requires assistance to resolve. For information about supported browsers, please visit: https://support.socrata.com/hc/en-us/articles/202951618 Examples of support requests that are included within a Support Plan: • The Socrata software does not perform substantially in accordance with the current documentation. • The end user is unable to make the Socrata software platform perform substantially in accordance with the then current documentation • The end user is unable to gain access to the Socrata software. • The Socrata software does not appear to be operational or function as designed. Examples of support requests that are NOT included within a Support plan (but not limited to): • Issues arising where significant training is required to assist the customer. (These will require guiding customer to online education options or their Account Executive to provide them with an Education program that is appropriate.) • Issues arising from the completeness, accuracy or quality of data. (These can be resolved with a consulting services engagement) • Changes to the Socrata environment that would normally relate to implementation activities, such as modifications to customizations, integrations, etc.. (These can be resolved with a Consulting Services engagement) • Bug defects caused by internet browsers outside of Socrata's supported browsers. • For support requests not included within a support plan, Socrata may respond to such requests on a time and materials basis. Additional components of your Support Plan: • New Releases: Features new capabilities and improvements in scalability and performance • Maintenance Releases: Incremental changes that address any issues with the software that have been reported by the customer or through Socrata's own investigations. 4.7 Support Maintenance Schedule Please see Socrata's Maintenance Window Policy article for more detail. We at Socrata strive to maintain the highest levels of availability for its customer's sites. However, some maintenance may require us to bring our platform down for short Socrata, Inc. Page A-8 periods of time in order to perform upgrades or network changes. This is a standard policy in the SaaS world, and give us the chance to fix bugs, improve security, and add the capability for exciting new features while minimizing the disruption to our customer base. We schedule maintenance windows once bring the Socrata platform down for maint status.socrata.com. per month where we reserve the option to :Hance and can be viewed as The maintenance window schedule is subject to change. Socrata will provide a window maintenance schedule notice upon login for any scheduled maintenance outside of these normally scheduled times. On-site maintenance notification reminders will be posted publicly on each Socrata- powered datasite at least 48 hours before the beginning of the maintenance window. An alternative status page will be displayed during scheduled maintenance windows. Socrata, Inc. Page A-9 CERTIFICATE OF SECRETARY OF SOCRATA, INC. The undersigned, being the duly elected and qualified Secretary of Socrata, Inc., a Delaware corporation ("Socrata"), hereby certifies on behalf of Socrata that: 1. Attached hereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of Socrata. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of Socrata as of October 1, 2018. SOCRATA, INC., a Delaware corporation By: Name: Abigail M. Di Title: Secretary RESOLUTIONS OF THE SOLE DIRECTOR OF SOCRATA, INC. a wholly owned subsidiary of Tyler Technologies, Inc. WHEREAS, the sole director of Socrata, Inc., a Delaware corporation ("Socrata"), deems it to be in the best interests of Socrata to authorize certain individuals to enter into legally binding obligations or representations on behalf of Socrata; RESOLVED, that, Leslee Nelson is hereby authorized to make legally binding obligations or representations on behalf of Socrata to and with state and local taxing jurisdictions (including signing state and local tax returns); RESOLVED, that, in addition to Socrata's corporate officers, the following persons are hereby authorized to enter into contracts) and make other legally binding marketing obligations or representations on behalf of Socrata: Kevin Merritt Saf Rabah Franklin Williams Hannah May RESOLVED, that the foregoing authorization will automatically terminate on such date that the aforementioned individual is no longer employed by each of Tyler Technologies, Inc. and Socrata; RESOLVED, that each officer of Socrata is hereby authorized and directed, in the name and on behalf of Socrata, to do or cause to be done any and all things, and to execute, deliver and file all such other agreements, amendments, instruments, certificates, waivers, documents, and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby. CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 12/26/18 Dept./Contact Received From: Marlene Date Completed: 1/3/19 Sent to: Marlene By: Jan Company/Person required to have certificate: Tyler Technologies, Inc. / Socrata, Inc. Type of contract: Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/18 —4/1/19 A. INSURANCE COMPANY: Hartford Fire Insurance Company B. AM BEST RATING (A-: VII or greater): A+ / XV INSURANCE COMPANY: Hartford Fire Insurance Company C. ADMITTED Company (Must be California Admitted): B. Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach E Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does ❑ No D. not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $2M min for Waste Haulers): What is limits provided? COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it N/A included? E Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be N Yes ❑ No included): Is it included? E Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured ❑ No H. is not limited solely by their negligence) Does endorsement N N/A ❑ Yes include "solely by negligence' wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/18 —4/1/19 A. INSURANCE COMPANY: Hartford Fire Insurance Company B. AM BEST RATING (A-: VII or greater) A+/ XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A N Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A N Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: N N/A ❑ Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 4/1/18-4/1/19 A. INSURANCE COMPANY: Hartford Casualty Insurance Company B. AM BEST RATING (A-: VII or greater): A+/ XV C. ADMITTED Company (Must be California Admitted): ® Yes [-]No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL & CYBER LIABILITY 12/17/18-12/17/19 LLOYDS Rated: A/ XV, Non -Admitted Limits: $20M ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY VI BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No Hgent Or,vmam insurance services Broker of record for the City of Newport Beach uate RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval required for non -admitted Professional / Cyber Liability carrier. 1/3/19 Risk Management approved used of non -admitted Professional / Cyber Liability carrier. Approved: Risk Management Date * Subject to the terms of the contract. M N QD V Customer: City of Newport Beach, CA Socrata, Inc. 7055 Ih Avenue South, Suite 600 Seattle, WA 98104 Accounts receivable(a)Socrata.com Contracts@socrata.com Order Type: ® New Customer ❑ Renewal ❑ Additional Products/Services Pricing under this Order is only valid until: 9130/16 5pm PT. All fees are in USD. Hosted Software Subscription and Support Order AF " Quantity lSOC-OB Product Type Description Start Term End Term Per Unit i0i Open Budget 12/1/16 11/30/21 $750.00 60 $45,.00 SOC -OE Open Expenditures 12/1/16 11/30/21 $750.00 60 $45,000.00 Basic Support Basic Support: Included Included Included 6am-6pm, PT web and phone, excluding US Federal Holidays Education Standard Education $153.00 36 (first 3 years $5,508.00 Package Package of commitment) Launch Two (2): One for 12/1116 11/30/17 $5,625.00 2 $11,250.00 Package(s) Open Budget and (packages) One for Open Expenditures Total Fees $106,758.00 Due Sonata, Inc. —Confidential and Privileged Information —Federal ID #208512903 Standard Conditions 1. By receipt of a signature from Customer (or receipt of a valid and correct purchase order incorporating the products and services under this proposal or quote) and acceptance by Socrata, the purchase herein becomes a binding commitment of Customer and is not subject to the issuance of any further purchase orders, confirmations or other events. Socrata rejects additional or conflicting terms of any Customer form -purchasing document. Order is effective upon the earlier of Socrata's acceptance or the Start Term in the order, whichever is earlier (Order Effective Date). 2. The shipping address listed above will be used to determine the appropriate taxing jurisdiction of the products and services purchased. 3. The total fees due under this order are billable upon Order Effective Date, above, and due net 30 upon receipt of invoice without holdback, set-off, or delay on undisputed charges. Any disputes on charges under an invoice must be made within 30 days of receipt thereof to accounts receivableosocrata.com. 4. Special conditions override standard conditions in the event of an inconsistency. Special Conditions 1. In consideration of the discounts provided under this order, Customer agrees to a three (3) year subscription commitment by Customer without termination rights for convenience or non -appropriation of funds (Customer only can terminate for uncured breach of Socrata as set forth in Appendix 2). The Total Fees Due are payable in five (5) installments: $31,086.00 Year 1 (billable 12/1/16), $19,836.00 for Year 2 (billable 12/1/18), $19,836.00 for Year 3 (billable 12/1/19), $18,000.00 for Year 4 (billable 12/1/20) and $18,000.00 for Year 5 (billable 12/1/21). If a PO is required for payment, such PO will be issued to Socrata no later than 7 days from 12/1 of each year. For clarification, the reason that the first year payment is higher than the other yearly payments is that the Launch Packages are non-recurring fees and need to be billed all upfront. 2. Statement of Work is attached hereto and incorporated herein by reference. Contract Conditions 1. This Order is subject to the Product Descriptions set forth in Appendix 1 2. X New Customer • This Order is subject to the Socrata Master Terms of Service in the attached Appendix 2. ------Signature Page Follows------- Socrata, Inc. — Confidential and Privileged Information — Federal ID #208512903 5 Socrata Signatures 705 5th Ave S. Suite 60C Seattle, WA 98101 +1 206.340.800E By signing below, the undersigned declares and certifies that he or she is authorized to execute this order on behalf of Customer. Socrata, Inc. Customer Signature SignatuFe /)'f -,/ (Llwre 1 Name r r-& Name Title Title Date Date I\ _ 17A- _ 1\0 APPROVM AS TO FORM: C"ATTORNEY'S OFFICE tt / r7/r(n �Aa�Harp. Attorney rn>'` • I ak Socrata, Inc. — Confidential and Privileged Information — Federal ID #208512903 CJG Socrata 7055th Ave le,WA9 60C Seattle, WA 981 O +1 206.340.800E Appendix 1: Product Descriptions (New and Expansion Only) Socrata Financial Transparency Package Socrata Open Budget is a software -as -a -service application that enables governments to publish their operating and capital budgets as intuitive, interactive visualizations for use by internal stakeholders and the public Socrata Open Expenditures is a software -as -a -service application that enables governments to publish their expensesdataas intuitive, interactive visualizations for use by internal stakeholders and the public. Socrata Education Standard Socrata Resources: Varies by Topic. Instructor -led interactive online learning sessions. 2 hours per topic sessions, per a set schedule optimized for US timezones. Unlimited attendance. Topics available: Intro to Open Data, How to Publish Data, Data Readiness, Data Integration and Automated Publishing, Administration (for Apps, for Open Data, for Open Performance), Advanced Visualizations and Data Storytelling, Dashboards and Creating Goals, Performance Management, Marketing and Communications Planning Support — Basic The Socrata Basic Customer Support Package includes phone and email support from 6:00am - 6:00pm PT and four-hour response window during business hours Launch Package (the statement of work is attached hereto and incorporated herein by reference) Socrata, Inc. —Confidential and Privileged Information — Federal ID #208512903 Appendix 2: Socrata Master Terms of Service This agreement is between Socrata, Inc., a Delaware corporation (Socrata) and the customer signing below (Customer), and is effective as of the date of last signature below. This agreement requires an order between Socrata and Customer, which order will describe the terms applicable to the Socrata services. 1. Master Agreement and Affiliate Terms. Multiple orders may be placed under this agreement. Affiliates of Customer may enter into orders which are governed by the terms of this agreement, and Socrata will only look to the entity that signs the order with respect to its performance under this agreement. 2 Software Service. Socrata grants Customer the right to access and use the Socrata software service up to the capacity purchased, as specified in the order form (Service). 3. Technical Support. Based on the terms of the order, Socrata will provide its technical support services to Customer under its support program listed at: https:Hsu000rtsocrata com/hc/en- us/articles/216962648-Su 000rt-Pol icv 4. Payment. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Fees are billable upfront upon Socrata's receipt and acceptance of the order. Customer is responsible for the payment of all sales, use, and other similar taxes (if applicable). Client agrees to reimburse Socrata for all pre -approved reasonable out-of-pocket expenses incurred by Socrata during performance of the Services, including travel and associated expenses. 5. Use of the Service. a Customer Content means any datasets, discussion forums, and other interactive areas, features or services which Customer creates, posts or stores or uploads to the Service or provides to Socrata (including, without limitation, any content, messages, materials, data, data structures, spreadsheets, entries, information, text, music, sound, photos, video, graphics, code or other items or materials). b. Warranties by Customer. Customer represents and warrants to Socrata that with respect to Customer Content: (i) it has the lawful right to distribute and reproduce such Customer Content under this agreement; (ii) none of the Customer Content impersonates any person or entity or otherwise misrepresents Customer's affiliation with a person or entity; (iii) none of the Customer Content is subject to any export control laws or regulations; (iv) there are no unsolicited promotions, political campaigning, advertising or solicitations within such Customer Content; (v) any personally identifiable information has been provided with the authorization of such person or as authorized by applicable law; (vi ) there are no viruses, corrupted data or other harmful, disruptive or destructive files; and (vii) the Customer Content will not expose Socrata or any user to any harm or liability. c Restrictions on Use. Customer may not provide or upload any Customer Content: (i) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, Socrata, Inc. — Confidential and Privileged Information — Federal ID #208512903 harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. The Service is not designed to process or store any information subject to HIPAA, GLB, PCI or other similar sensitive data laws. Customer must maintain the security of Customer's passwords or keys provided by Socrata to access and load Customer Content onto the Service; and accept all risks of unauthorized access to the Customer Content or other information Customer uploads to the Service. Customer is responsible for all activity that occurs under Customer's account, and Customer should not share password or key with any unauthorized party. d. Grant of Rights to Socrata regarding Customer Content. During the term of this agreement, Customer grants Socrata and its affiliates a nonexclusive, royalty -free, right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, analyze, perform and display Customer Content in connection with the Service and to provide Socrata services to its users. If the Customer Content is designated as "public", then the foregoing license shall also be perpetual, irrevocable, fully sublicensable. Customer understands that once Customer Content is uploaded to the Service, Socrata and content users may have a limited ability to control or delete such content. e No Liability for Customer Content. Socrata has no responsibility for any Customer Content or user content posted, stored or uploaded to the Services, nor is Socrata liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity within the Service. Customer's reliance on any content that it obtains through use of the Service is at Customer's own risk. Although Socrata has no obligation to monitor any of the Customer Content or other non-Socrata provided information, SOCRATA RESERVES THE RIGHT TO REMOVE OR EDIT ANY CONTENT WITHOUT ADVANCE NOTICE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR CREATING BACKUP COPIES OF AND REPLACING ANY CUSTOMER CONTENT AT CUSTOMER'S SOLE COST AND EXPENSE. Any use of the Service in violation of the foregoing violates this agreement and may result in, among other things, termination or suspension of Customer's right to use the Service. 6. Term and Termination. This agreement continues until all orders have terminated. If either party is in material breach of this agreement or an order, this agreement and the order will terminate at the end of a written 30 -day notice period, if the breach has not been cured during such time period. If Customer terminates an order for an uncured material breach by Socrata, Socrata will refundany pre -paid and unused fees through the date of termination. Socrata, Inc. —Confidential and Privileged Information —Federal 113#208512903 • If Socrata terminates an order for an uncured material breach by Customer, Customer must pay Socrata all amounts owed under the order. • Upon termination of an order and upon request, Socrata will provide Client with access to the Service for purposes of Client exporting or downloaded available datasets within the Service. After such 30 -day period, Socrata has no obligation to maintain or provide Customer datasets. • Socrata may temporarily suspend or terminate, or both, the Service if Customer's payment of any invoice is more than 10 days past due. Orders are non -cancelable for convenience or lack of funding after submission to Socrata. 7. Proprietary Rights. Socrata retains all of its intellectual property rights in the Service and underlying software, and no rights, title or interest to the underlying software are transferred to the Customer. Socrata reserves all rights not granted. Customer may not rent, lease, resell or operate the Service as a service provider, or reverse engineer the Service. Customer must use the Service in conformance with applicable laws. Customer will treat all non-public Socrata information as confidential, and may not disclose or use that information for any purpose, other than for purposes of this agreement. 8. DISCLAIMER. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOCRATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE SOCRATA WILL ATTEMPT TO MAKE CUSTOMER'S ACCESS AND USE OF THE SERVICE SAFE, SOCRATA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT ARE OUTSIDE SOCRATA'S REASONABLE CONTROL. 9. Cyber Liability Insurance. Socrata shall maintain cyber liability insurance with limits of net less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion, network security, and media liability, including infringement of copyright trademark, and trade dress. Such coverage is required only if any products and/or services related to information technology (including hardware and/or software) are provided to City and for claims involving any professional services for which Socrata is engaged with insured for such length of time as necessary to cover any and all claims. 10. Indemnification. a. Each party will defend or settle any third party claim against the other party to the extent that such claim alleges that (i) the indemnified party's personnel caused the bodily injury, death, or physical property damage of the other party (or the End User) while on the other party's premises; or (ii) Socrata Software (as Socrata to Customer) and Customer Content (as Customer Socrata, Inc. — Confidential and Privileged Information — Federal ID #208512903 to Socrata) violates a U.S. copyright, patent, trademark or other intellectual property right; (iii) a breach of Section 5 by Customer (as Customer to Socrata) or (iv) arising out of or related to any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the indemnified party by the relevant taxing authorities with respect to any compensation paid to the indemnified party's personnel. b. The indemnified party shall promptly notify the indemnifying party of the claim in writing, cooperates with the indemnified party in the defense, and allows the indemnifying party to solely control the defense or settlement of the claim. The Indemnifying Party will pay indemnification claim defense costs incurred as part of its obligations above, and the indemnifying party negotiated settlement amounts, and court awarded damages. c. As to Socrata to Customer, if such a claim appears likely under (a) (ii) above, then Socrata may modify the Socrata Software, procure the necessary rights, or replace it with the functional equivalent. If Socrata determines that none of these are reasonably available, then Socrata may terminate the Service and refund any prepaid and unused fees in connection with the canceled Service. Socrata has no obligation for any claim arising from: Socrata's compliance with the Customer's specifications; a combination of the Service with other technology where the infringement would not occur but for the combination; use of the Customer Content; or technology not provided by Socrata. EXCEPT FOR CUSTOMER'S TERMINATION RIGHTS, THIS SECTION CONTAINS THE CUSTOMER'S EXCLUSIVE REMEDIES AND SOCRATA'S SOLE LIABILITY FOR CLAIMS ARISING AND COVERED UNDER THIS SECTION 10. d. GOVERNMENT CUSTOMERS ONLY; STATUTORY LIMITATIONS OF INDEMNITY; SOVEREIGN IMMUNITY STATUS. IF THE CUSTOMER IS CLASSIFIED AS A GOVERNMENTAL AGENCY, THE INDEMNIFICATION UNDER THIS SECTION 10 BY CUSTOMER AS AN INDEMNIFYING PARTY SHALL BE LIMITED (OR RESTRICTED) ONLY AS REQUIRED BY THE LAWS GOVERNING SUCH CUSTOMER (E.G., SOVEREIGN IMMUNITY). 11. LIMIT OF LIABILITY. SOCRATA IS NOT LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST DATA, INFORMATION OR CONTENT) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND STRICT LIABILITY).ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND STRICT LIABILITY). EXCEPT FOR SOCRATA'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, SOCRATA'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY CUSTOMER WITHIN THE 12 -MONTH PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM. 12. Federal Acquisitions. The Service is a commercial product, developed at private expense, and Socrata, Inc. —Confidential and Privileged Information —Federal ID #20$512903 provided with restricted rights. Use, reproduction, release, modification or disclosure of the Service, or any part thereof, including technical data, by the United States Government is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. 13. Miscellaneous. This agreement and the order form constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Neither party is relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it. Except for the payment of monies, neither party is liable for any non-performance as a result of activities beyond its reasonable control, including without limitation force majeure events. Customer must comply with applicable export control laws. Socrata rejects additional or conflicting terms of any Customer form -purchasing document. By submitting ideas, suggestions or feedback to Socrata regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Socrata an irrevocable, unlimited, royalty -free and fully - paid perpetual license to use such items for any business purpose. This agreement is governed by the laws of the state where Customer's primary office is located (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Socrata, Inc. —Confidential and Privileged Information — Federal ID #208512903 G' Socrata Statement of Work for the City of Newport Beach, California ^%v F rJ j1 fi ()\%' �\ Socrata for Public Finance - Open Budget and Open Expenditures www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. CO) Socrata www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. G Sonata Socrata for Public Finance - Open Budget and Open Expenditures Table of Contents Document Purpose Project Summary Statement of Work Implementation Summary of Scope Project Approach: Socrata's Implementation Methodology Stage 1: Plan Before We Begin: Preparation Activities Plan Activities Plan Deliverables Education Plan Stage 2: Train Train Activities Train Deliverables Stage 3: Solution Design Solution Design Activities Solution Design Deliverables Stage 4: Data Data Activities Data Deliverables Stage 5: Build Build Activities Build Deliverables Stage & Launch Launch Activities Launch Deliverables Outside of Scope Key Assumptions and Responsibilities Customer Responsibilities Socrata Responsibilities Level of Effort Acceptance Criteria Completion Criteria Estimated Schedule Change Procedure www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 3 G' Socrata Document Purpose This Statement of Work (SOW) outlines professional services activities and deliverables that Socrata, Inc. (Socrata) will provide to City of Newport Beach, CA, (Customer). The document defines the consulting services ("Services') that will be provided by Socrata as part of this Program, and outlines activities, tasks, and deliverables below. It describes expectations for customer participation in the Program and includes Program assumptions. This SOW is subject to the terms of the order form, contract or agreement by and between Socrata and Customer for the Program defined below (the "Program"). Project Summary This program, will prepare Customer to launch the Socrata for Public Finance. It encompases a robust best practices plan to ensure delivery of a Public Finance solution that meets Customer goals, provides knowledge transfer to the Customer team, and allows for growth and expansion of the program. • This program includes best practices including establishing a Public Finance program. • This program will include the implementation of the following Socrata for Public Finance Products: o Open Expenditures o Open Budget • The site design in this program offers a choice of templates that can be tailored within limits to meet customer branding requirements. Statement of Work This section details the Services provided to the Customer for this Program. Unless otherwise set forth in the Order Form, activities and deliverables will be provided on a Time and Materials, Not To Exceed, deliverable basis. Socrata services costs are based on a the scope of work defined within this SOW. The services are delivered using Socrata's Methodology which is a proven, best practice methodology for our implementation approach to delivering the scope of work defined within this SOW. Implementation Summary of Scope Based on our current understanding of your needs, we have defined the following summary scope for your implementation plan: Service Packages Included: www.socrataxom I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. G' Socrata ❑ Implementation of the following Socrata for Public Finance products ❑ Open Expenditures ❑ Open Budget ❑ Program implementation plan ❑ Education plan by role for all users ❑ Unlimited access to online training via webinars and videos ❑ Best practices Open Data Design, Development and documentation. ❑ User Community Testing, Validation for Deployment success. ❑ Recommended Marketing program ❑ PR kit and social media support for launch events Total professional services hours not to exceed 80 hours in aggregate among Socrata staff. Outcomes: • Deployment of two (2) Socrata for Public Finance product on customer domain • Socrata for Public Finance Administration Panel • Automated publishing of datasets required for the Socrata for Public Finance site • Customer has established a strategy with structured processes, and procedures to manage an effective Open Data program • Customer equipped with knowledge and resources to administer the Socata for Public Finance sites and the open data platform • A public relations kit to assist in promoting the launch of their Socrata for Public Finance application The Customer open data platform website will include the delivery of the following modules: 1. Catalog 2. Administration vv w.socrata.com I n 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. G' Socrata Project Approach: Socrata Implementation Methodology Socrata will deliver the scope defined within this SOW using the Socrata Implementation Methodology, which is defined below: Socrata Implementation Methodology Stage 1: Plan The "Plan" stage of the Socrata Implementation Methodology is the first stage in which we create a Program plan that includes the activities, timeline and resources required to deliver the defined outcomes within this SOW. This summary level plan will include incorporating our recommended education plan by role for various Customer team members, a test plan and a marketing and communications plan to be followed during customer launch. The goal of the Plan stage is to confirm scope, resources, timeline, and budget to enable the implementation of Customer project defined within this SOW. Socrata Recommended Preparation Activities Tasks for Customer Team to complete prior to project start • Identify team members and classify into project roles (some individuals may hold multiple roles), including: o Executives o Administrators o Publishers o Finance Data Experts o Curators www.socrataxom I n 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. Plan Ed.cate Design Data Build launch Evolve sm.W., Dale slewaro a,anleasusers Dau S..'a awmausars Sua�,as aev aumnea users E1--1 Proanm Manages Pmgam. Mange's Prtgran. Manager P".11 Hanger Supmn JVJ Pryrem Ma,egar Pmgras Manger Q, -Deb D.UeArWyr Mb DeLgnx Ed -.Ion Team E&eaOdl Team People Cuabmer Su.. EO,at.,Team Larvwllvnl Cuammer Soaps. Cu¢ 'Sus Manse, D.A.1,0 Managers Malayer `MeC Dewlaper Plans-- Dell PnaN.s Detipn$essgn Dare Readiness Cold's Prctluc6an Cues. AWnrtetlan ReW�nma 3.tt .Plan Dea,Ed.dae.n Edu®por Pa'd"a to Creab eusmeee Su.rm ayabm Oig W • Plan R., Ms.Mn aDlaml w by re w Stluaa Cn@ca: — Resauean Roadmap Read.p 2 EEwab Ccre Tram and sw.mis Ln@nes D.P..vmenl EEuaRPilU • Evaluate Spa b9e Ufere Ueara Defirv6on Dn Flow MaO Vttn EGucaMAll Uaen Su IdllM PNte3! AHgnmenl Dedd ogre. Eevan Define Osla VelpabS.e Ev—" p,�e.,gr PmIec1P`an InkgrNon Aubmatlan Uppabs CNW. Depo—: Carrmwerallan P. D".m — P,ad.on Pa" RWortna Deign Prole.Plan Education Pl.n Od-nDuvmenl 0—VV--Pan Te31 Plea Qly ,Ed., Px. Impleme,Afon. Re—Fl- sbWa Report Spores Repot Sends Regef. W.ap Up ReNew D DiglblRwdmap ,W Deliverables SpMa Report Stage 1: Plan The "Plan" stage of the Socrata Implementation Methodology is the first stage in which we create a Program plan that includes the activities, timeline and resources required to deliver the defined outcomes within this SOW. This summary level plan will include incorporating our recommended education plan by role for various Customer team members, a test plan and a marketing and communications plan to be followed during customer launch. The goal of the Plan stage is to confirm scope, resources, timeline, and budget to enable the implementation of Customer project defined within this SOW. Socrata Recommended Preparation Activities Tasks for Customer Team to complete prior to project start • Identify team members and classify into project roles (some individuals may hold multiple roles), including: o Executives o Administrators o Publishers o Finance Data Experts o Curators www.socrataxom I n 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. GSocrata • Review Socrata for Public Finance data schemas • Identify and document key datasets for Program engagement • Identify and document corresponding data source systems for selected datasets • Identify and document any compelling events or key dates • Review available template design options Plan Activities These activities will initiate the project and will be performed with the Program Manager • Conduct Program planning session • Creation of detailed Program plan • Confirm data readiness for visualizations and other content development • Evaluate Risk • Creation of team education plan, to be leveraged during the Educate stage • Creation of communication plan, to be leveraged during the Launch stage • Confirmation of scope, timeline, and resources • Organizational structure review • Evaluate existing available data Plan Deliverables Socrata Consulting and Education Teams' deliverables include: • Program, education, resource, marketing and communication plans • Initial consulting engagement agenda • Creation of a QA/QC plan, to be leveraged during the Build stage • Data readiness evaluation • Production site provisioned for customer use, e.g. <customername>.data.socrata.com • Risk assessment • Evaluation of existing available data • Education Plan (Example below) Customer Team's deliverables include: • Applicable Education courses completed prior to start of engagement • Customer preparation tasks completed as applicable www.socrataxonn I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 7 COSocrata x 9- WFTr , aFor This Education Plan will specify the approach to educating the Customer team on the Socrata solution. This will include recommendations around pre -engagement, beginning, and advanced levels of education for the project team and data stewards for identified datasets and corresponding source systems. Course Description Suggested Roles Socrata Fundamentals . Administrator • Publisher • Executive Curator Introduction to Automated Publishing • Administrator • Publisher Advanced Data Integration • Administrator • Publisher Application: Admin Panel • Administrator Budget Schema Overview • Administrator Expenditures Schema Overview • Administrator Stage 2: Educate The "Educate" stage of the Socrata Customer Success Methodology leverages the Socrata Education Program and requires that the initial training prescribed for key Program team members be completed prior to the start of the implementation. This includes Socrata recommended courses for each role per the Education Plan defined in the Plan stage (above). Educate Activities • Orientation to Socrata Education Program and the Socrata Knowledge Base • Core Team Training based on recommended Education Plan • Develop End User Training Plan and ongoing Training Plan • Unlimited access to online training via webinars and videos • Based on the Education Program Purchased in Order Agreement the following additional education options are also available: o Instructor -led interactive virtual Education courses 0 1 hours per topic sessions, per a set schedule optimized for US timezones o Unlimited course attendance www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. r, G' Socrata o Topics available: ■ Intro to Open Data ■ How to Publish Data ■ Data Readiness ■ Data Integration and Automated Publishing ■ Administration (for Apps, for Open Data, for Open Performance) ■ Advanced Visualizations and Data Storytelling ■ Dashboards and Creating Goals ■ Performance Management ■ Marketing and Communications Planning ■ Includes advanced courses: • Promoting Your Launch and Beyond • Programmatic Best Practices o Best practices on different vehicles for an Open Data policy o Assist and facilitate outreach and training of agencies and departments and external users Educate Deliverables Socrata Education Teams' deliverables include: • Final Education plan by role • Education plan communication to all team members • Administrators and Publishers educated and ready for implementation • Recommended End User Training Plan Stage 3: Design The objective of the "Solution Design" stage is to architect the Socrata for Public Finance site to meet the goals and objectives defined in the "Plan" stage. Design Activities • Conduct Design Session based on Design Session Agenda provided by Socrata • Obtain Customer Approval of Design recommendations to meet objectives and defined outcomes for this SOW. • Select templated homepage styling with standard layout options • Determine data hierarchy for each application with respect to organization's own finance practices • Provision of images, logos, assets for Socrata for Public Finance site • Create Design Document • Creation of an automated publishing plan including preferred publishing tool for in -scope datasets • Develop Test Plan for Site review and acceptance testing www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. .0 G' Socrata Design Deliverables Socrata Consulting and Education Teams' deliverables include: • Automated publishing plan • Design document • Financial data architecture diagram Customer Team's deliverables include: • Completed design requirements questionnaire • Agreement on design requirements • Agreement on Financial plan Stage 4: Data The "Data" stage of the Program encompasses the knowledge transfer around the key concepts of data governance (e.g. dataset owners, publishing workflows, ensuring data quality, etc.), and an initial data governance plan for the datasets that will be published in their solution. This stage will also focus on the formatting requirements for the datasets that will be used for performance indicator visualizations and supporting content. This also includes mentorship on metadata, the concepts of custom metadata, and the creation of a metadata schema for Customer. Includes mentoring Customer team on the concepts of a dataset inventory and administration tools for data governance, as well as orientation to their automated publishing options. The next (more advanced) phases of the education plan can be executed during this stage. Data Activities • Dataset inventory working session for creation of initial dataset inventory based on list of in -scope datasets • Public Finance Schema mentorship Data Deliverables Socrata Consulting and Education Teams' deliverables include: • Advanced Education Plan (if applicable) • Publishing workflow to support in -scope datasets within the Design Document • Dataset inventory that includes in -scope datasets within the Design Document • Metadata guide to be included in the Design Document • Data schema for Financial data Customer Team's deliverables include: www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 10 G' Socrata • Datasets consistent with data architecture and schema outlined in the planning phase for the Socrata for Public Finance site Stage 5: Build The objective of the "Build" stage is to architect the Socrata for Public Finance data platform to meet the requirements defined in the "Design" stage. Build Activities • Deploy site style to production site according to design document • Add Initial users to platform with correct roles per data governance plan • Load Initial datasets and build initial visualizations • Configure automated publishing job(s) and operational for at least one key dataset; additional datasets may be supported if Program budget allows • Verify results meet Program business objectives • DNS and SSL setup for one (1) custom domain; SSL certificate included at no cost • Update Test Plan and determine test plan length (recommended 2 week minimum) • Test and Validate Solution o Technical Validation o Business Process Validation o Review Go -Live Critical Issues c Resolve Go -Live Critical Issues o End User Acceptance and Stakeholders approval • Customer Team completes supporting narrative and visualizations for Financial information • Verify results meet project business objectives Build Deliverables Socrata Consulting and Education Teams' deliverables include: • Production site tested and validated • Up-to-date implementation issues log with designated critical issues and resolution tracks • Additional curator and publisher education plans Customer Team's deliverables include: • Completed QA/QC test plan • Production site tested and validated • Up-to-date implementation issues log with designated critical issues and resolution tracks • Additional Financial users, curator and publisher education plans www.socrata.com I (D 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. GSonata • Completed User Acceptance Testing document and sign -off for one of the Socrata for Finance product website. Stage 6: Launch The "Launch" stage of the Program is the final stage focused on production readiness. It includes the activities for preparing the Customer team for using the new Socrata Data Platform in production effective on the designated Go -Live date. This stage will ready the Customer team for following new business practices and processes for using data on the Socrata platform as well as providing education and marketing activities for all end users to understand the value of the data available and how best to use the data to optimize their operations or provide them with important information about the government organization, programs and/or performance. This audience may be the general public or users internal to the organization. Socrata will provide support to the Customer team during this stage. Launch Activities • Confirm Go -Live date • Launch activities (events, announcements, etc.) confirmed • Execute Marketing communication plan (both internal and external) • Confirm SOW scope complete • Confirm customer has signed up for Socrata Customer Community and appropriate user groups • Conduct Program Wrap Up Session • Transition to Customer Success and Customer Support Launch Deliverables Socrata Consulting and Education Teams' deliverables include: • Production sites launched per in scope within this SOW • Education on Customer Success Plan and Customer Support processes Customer Team's deliverables include: • Confirm final user acceptance; Product site(s) meet(s) success criteria defined in SOW Outside of Scope This SOW does not include the following activities: • Consulting services beyond those described in the scope of this SOW • Customizations to the Financial Products • Customizations to the Open Data Platform Product • Customizations to the selected design template beyond those defined in requirements www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 12 G' Socrata Use of the Open Data Platform Product beyond what is necessary to power the Socrata for Public Finance Products (ie. uploading further datasets, tabular or otherwise) Key Assumptions and Responsibilities Socrata's performance and successful completion of this SOW is predicated on the full commitment and participation of customer management and personnel as scheduled in the Project plan. Delays in performance of these responsibilities may result in additional cost and/or delay of the completion of the Project, and will be handled in accordance with the Change Procedures (below), as will any deviations that arise during the Project. Deviations that arise during the project will be managed through the procedure described in Appendix A - Project Change Management Procedure, and may result in adjustments to the Project Scope, Estimated Schedule, Charges and other terms. These adjustments may include charges on a time and materials basis using the Socrata standard rates in effect from time to time for any resulting additional work or waiting time. Socrata will provide the Services under this SOW during normal business hours. If necessary, Customer will provide Socrata personnel with after-hours access to their facilities for any on-site work. Socrata personnel may work hours other than those defined as normal business hours to accommodate their travel schedules, Customer requests, and to accomplish specified deliverables in this SOW. Socrata will provide the Services under this SOW during normal business hours, {8:30 AM to 5:30 PM Monday through Friday local time), except holidays. If necessary, Customer will provide Socrata personnel with after-hours access to their facilities. Out-of-town personnel may work hours other than those defined as normal business hours to accommodate their travel schedules, Customer requests and completion of deliverables in this SOW. • All issues or questions raised by Socrata team and Customer personnel within a reasonable timeframe depending on the issue will be addressed by the Program team. Timely response is imperative if the Program is to maintain an aggressive rate of progress. • Socrata and Customer will review scope and deliverable expectations before work begins in order to assure a common understanding by both parties. One consulting day = 8 hours, One consulting week = 40 hours (per person) for scheduled weekdays. Weekend days requested to support the project will be billed at time and half for all hours worked plus travel. Many aspects of the work will require knowledge and background that can only be provided by Customer's staff. We recommend the following staff assignments, which can be completed by one individual or by multiple individuals: www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 13 COSocrata Recommended Customer Roles Resource Key Attributes Role Executive Department head with the ability to mandate process change and exercise budgetary control. Program Program monitoring, planning and execution of the Program. Manager Curator Expert on a particular data area, e.g. a Subject Matter Expert Expertise on the curation and context required for data publishing Publisher Ensure optimal utilization of Open Data solutions Expertise on the use of the Socrata solution Participate in the extraction and publishing of content Administrator Strategic and tactical responsibility for the Socrata landscape Proficient in maintaining Socrata solution Establish and enforce effective configuration management processes The actual amount of time requiring Customer staff resources will fluctuate weekly according to the various stages of the Project. Definition of Customer staff resource requirements will be identified during initial planning. Customer Responsibilities • Provide resources to review and approve the deliverables as they are processed and tracked to the Program plan. Any deviation from this delivery and review schedule may impact the Program. • Provide expertise to support the initiative on a timely basis as requested by the Socrata team. Ensure that its staff is available to provide such assistance as Socrata reasonably requires and that Socrata is given reasonable access to Customer senior management, as well as any members of its staff to enable Socrata to provide the Services, if any. Customer will ensure that its' staff have the appropriate skills and experience. If any Customer staff fails to perform as required, Customer will provide suitable additional or alternative staff to complete activities defined within the SOW. Prior to the start of this SOW, Customer will designate a person called Program or Project Manager who will be the focal point for Socrata communications relative to this Program and will have the authority to act on behalf of the Customer in all matters regarding this Program. The Customer Program/Project Manager's responsibilities include: www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 14 G'Socrata o Manage the Customer's personnel and responsibilities for this Program. o Serve as the interface between Socrata and all Customer departments participating in the Program, including participating in all status meetings. o Administer the Program Change Management Procedure with the Socrata Program Manager. o Obtain and provide information, data, and decisions within three working days of Socrata's request unless Customer and Socrata agree in writing to a different response time. Socrata Responsibilities In addition to the Socrata Project Manager, additional Socrata resources may be utilized to deliver on the successful execution of this SOW. The Socrata Project Manager will communicate regularly to the Customer Project Manager including: • Weekly status reports • Project Budget remaining • Agenda for all meetings and document meeting notes and action items Socrata Roles Resource Key Attributes Role Account Escalation resource for Customer regarding consulting services Manager Program Lead consultant. Program monitoring, planning, and execution of Manager the engagement as describe in this SOW. Customer Responsible for support and monitoring of Program adoption Success and usage. Providing guidance on next phase of customer Manager roadmap Support Provide technical support for product issues Specialist www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 15 G' Socrata Acceptance Criteria Customer shall have five (5) business days commencing on the completion of each milestone of the Project under the Project Plan to either accept the Deliverables or provide Socrata a list of Nonconformities. "Nonconformities" shall mean a material failure of the deliverables to substantially comply with the terms of this SOW. Upon receipt of the Customer list of Nonconformities, if any, Socrata shall have fifteen (15) business days to correct any such Nonconformities. Upon Socrata's receipt of the corrected Socrata Deliverables the process of acceptance shall be repeated as set forth above until (i) Customer accepts Socrata Deliverables or, (ii) the Socrata Deliverables having failed on two (2) subsequent occasions to substantially comply with the terms of the SOW, Customer shall have the right, in its reasonable discretion to (a) request Socrata submit a corrective action plan within five (5) business days outlining measures to ensure substantial compliance or, (b) reject the Services and terminate this SOW. If Customer does not notify Socrata in writing of its acceptance, or provide a list of Nonconformities as set forth above the Socrata Deliverable shall be considered to be accepted by Customer. Socrata WILL reallocate resources to another project due to material delays caused solely by Customer during any Project Phase. Socrata will not be liable for failure to meet Project Plan timelines delays caused by Customer or by reallocation of resources due to such Customer delays. Socrata shall also have five (5) business days commencing on the completion of the applicable milestone activity to certify that a Customer deliverable (if any) was performed substantially in accordance with the SOW. The parties shall follow the same acceptance process noted above until the deliverables are substantially in accordance with this SOW. Completion Criteria Socrata will have fulfilled its obligations under this SOW and our Agreement when any one of the following first occurs: 1. Socrata accomplishes the activities described in Project Implementation Approach section and Tasks including delivery to Customer of the deliverables defined in each stage; 2. Socrata provides the number of estimated hours of Services specified in Level of Effort or in any subsequent Change Authorization, or 3. Customer or Socrata terminates the Project in accordance with the provisions of the Agreement, or 4. The expiration date of the Services as set forth in the relevant Agreement. www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 16 G Socrata Estimated Schedule The Services will be provided on dates mutually agreed and confirmed by Customer. Customer agrees to provide the Socrata Project Manager or assigned consultant a minimum of five (5) business days prior written notice to request a change to the estimated delivery schedule once it has been confirmed during the planning period. Travel Costs Socrata will invoice you monthly for actual travel and living expenses as incurred, other reasonable expenses incurred in connection with the Services, and applicable taxes, if any. While working on-site at the Customer's facility, Socrata Consultants will work with the Customer team to maximize time spent working on the Project. A standard travel week begins with the first reasonably available departing flight Monday morning and the last reasonably available returning flight on Friday afternoon unless other arrangements are previously agreed in writing with the Customer. The following terms outline the Socrata travel policy: Socrata will attempt to purchase airline tickets 14-21 days in advance of the scheduled on-site visit as scheduling allows and will book coach, non-refundable fares. Socrata will reserve reasonable lodging as close to the Customer's facility as possible and will request Customer discounted rates whenever they are available including using the GSA rates. Rental cars will be utilized only when alternative forms of ground transportation (e.g. taxi or shuttle) does not provide reasonable access to Customer site or to nearby meals and lodging and consultants will book economy or intermediate cars at the lowest cost possible. In the event more than one consultant is assigned to work on-site at the Customer's facility, they will share one rental vehicle. Meals and other reasonable miscellaneous costs will be within GSA guidelines (accessible here: http://www.gsa.gov/portal/category/26429). Time spent en -route to or from the Customer site is not billable to the Customer. Socrata will review the Customer's travel policy, if requested, and if the Customer travel policy is agreed to, will attach the policy as an addendum to this SOW and adhere to the terms of that policy. In the event other travel terms and conditions are agreed between Socrata and the Customer those terms will be added to this SOW as an addendum. www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 17 Go) Socrata Consulting Estimate This project will be conducted on a time and materials, not to exceed basis. The deliverables given in this document are guidelines and can be flexed to accomplish goals within the defined Program scope but shall not exceed a total of 5 days of Socrata consulting time. The estimated professional services charges for this SOW are exclusive of any travel and living expenses (Previous Section — Travel Costs outlines the Socrata standard travel policy), other reasonable expenses incurred in connection with the Services, and any applicable taxes. Estimated Travel costs should be budgeted at 25% of total services contract total. All Services are non-refundable, non -cancelable and non -returnable. Payment terms are defined in the executed Socrata License Agreement or Services agreement defined within this SOW. www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. IM G' Socrata This offer shall expire on thirty days from date of submission to Customer. Each of us agrees that the complete agreement between us regarding this transaction consists of 1) the Statement of Work and 2) the referenced Agreement identified above.This SOW, together with other related attachments, amendments, work orders or change orders subsequently agreed to in writing by the parties, constitutes the entire SOW between the Parties and supersedes any prior agreements, oral or written, pertaining to the subject matter hereof. SIGNATURES BELOW ACKNOWLEDGE THAT BOTH PARTIES HAVE REVIEWED AND ACCEPT THIS STATEMENT OF WORK ("SOW"). THE EFFECTIVE DATE ("EFFECTIVE DATE") IS THE DATE OF LAST SIGNATURE BELOW. ALL SERVICES ARE VALID FOR ONE YEAR FROM EFFECTIVE DATE. THE PARTIES WARRANT THAT THE PERSON SIGNING BELOW IS AUTHORIZED TO BIND SUCH PARTY TO THIS SOW. Agreed to: Agreed to: Customer Socrata Seattle, WA By: By: Authorized signature Authorized signatur Marcus Louie Name (Type or Print) Name (Type or Print) Date: Date: September 16, 2016 Customer number: Customer address: Socrata Office Address: 705 5th Ave S., Suite #600 Seattle, WA 98104 www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 19 COSocrata Appendix A — Project Change Management Procedure The following process will be followed if a change to this SOW is required. o A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change and the effect the change will have on the project. o The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. o Both Project Managers will review the proposed change and recommend it for further investigation or reject it. Socrata will specify any charges for such investigation. A PCR must be signed by authorized representatives from both parties to authorize investigation of the recommended changes. Socrata will invoice Customer for any such charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Agreement. The parties agree that no PCR shall be rejected unreasonably, and, in the case of any such rejection, the reasons for the rejection shall be provided to the other party. o A written Change Authorization and/or PCR must be signed by authorized representatives from both parties to authorize implementation of the investigated changes. Until a change is agreed in writing, both parties will continue to act in accordance with the latest agreed version of the SOW. www.socrata.com I © 2016 Socrata, Inc. All rights reserved. Proprietary and Confidential. 20