HomeMy WebLinkAbout04 - CC-4 - Year Three of Support Period of Rimini S - 3/1/2016CITY COUNCIL AGENDA REPORT
MEETING DATE: March 1, 2016 ITEM NUMBER: CC -4
SUBJECT: YEAR THREE OF THE SUPPORT PERIOD OF RIMINI STREET FOR
ORACLE/PEOPLESOFT SUPPORT SERVICES
DATE: February 18, 2016
FROM: INFORMATION TECHNOLOGY DEPARTMENT
PRESENTATION STEVE ELY, I.T. DIRECTOR
BY:
FOR FURTHER INFORMATION CONTACT: STEVE ELY, 714-754-4891
RECOMMENDATION:
Staff recommends that the City Council authorize the City CEO to sign the Purchase Requisition for
$121,648 with Rimini Street, Inc. (Rimini), to continue providing support for the City's
Oracle/PeopleSoft products on Year Three of the Support Period commencing on March 18, 2016.
BACKGROUND:
The City entered into a Master Services Agreement (MSA) with Rimini on February 24, 2014 for
Rimini to provide Oracle/PeopleSoft technology support services to the City's Financial, Human
Resources, database, and eApplications software systems, replacing Oracle Corporation that had
been the one source of support for the City's PeopleSoft products for many years. The support
period covered by the MSA with Rimini ends on March 18, 2029.
ANALYSIS:
The Oracle/PeopleSoft software support is a significant portion of the City's daily business processes
- from processing cash receipts to paying vendors. The City cannot afford to be without access to
these applications for any extended period of time.
Due to the enormous cost of maintaining annual support for these products, staff continues to look
into other potential software solutions that may make better financial sense for the City. In the
meantime, Rimini satisfies the City's need for uninterrupted continuous support of the PeopleSoft
systems.
ALTERNATIVES CONSIDERED:
Proceeding on a Time -and -Materials support basis is not available through Rimini Street or Oracle.
Under the terms of the MSA with Rimini, for "the period March 19, 2016 through March 18, 2017
(optional Year 3 of the Support Period), the Annual Support Fee shall be $121,648.00 USD." The
rate of increase for the second support year and the succeeding support years until Year 15 of the
support period is 5%.
Staff is still looking into other potential software solutions that may make better financial sense for
the City. Once staff has researched all other possibilities, it will present those findings to the City
Council.
FISCAL REVIEW:
Funding for this agreement is included in the fiscal year 2015-16 adopted budget.
LEGAL REVIEW:
Legal has reviewed the documents and approved them as to form and content.
CONCLUSION:
Authorizing the CEO to sign the Purchase Requisition for Rimini for the third Support Period Year of
the MSA will provide for the continued support necessary to maintain the City's existing infrastructure
and minimize the danger from system outages.
STEVEN ELY
I.T. Director
STEPHEN DUNIVENT
Interim Finance Director
Attachments: 1. Purchase Requisition
Tom Duarte
City Attorney
ATTACHMENT 1
CITYOFCOSTTA MESA, CALIF�+OR}NIAf1
Purchase Requisition
qu
(Assigned by Purchasing)
(Leave Blank for Time
Stam
Business Unit: CITY Date Requisitioned: 1/29/16
Department: I. T. Division: Comp Systems De v
Ship To Address: _
Contact Person: Steve El v Phone Number: 4891
Send Copy of P.O. to: ❑ Contact Person and / or Victoria
® Request is for Budgeted item(s)
❑ Request is for UNBUDGETED items) -(Memo Attached)
❑ Item(s) Pending Budget Amendment Request #_
❑ Requesting Sole Source (Justification Form Attached)
❑ Fixed Asset Tag Request
Item
No.
Qty Unit
Items (Give Full Description: Size, Catalog No. Etc.)
Unit Price
Estimated
Amount
1
1 LT
PeopleSoft Support Services Agreement for 3/18/16
through 3/17/17
As of:
$ 121,648.00
Electronic delivery and
If additional lines are needed, please attach a second sheet
Const./Prof. Svs. Agmt. Completion Date:
Insurance Required: ® Yes Certificate attache ❑ No
- Sales Tax (8.00%):
Include Shipping Fee:
Estimated Total Cost:
0.00
0.00
$ 121,648.00
Item #
Account
Fund
Dept./Org.
Program
Project
Amount
1
525702
101
14600
50720
$ 121,648.00
Comments:
Total$ 121,648.00
Attached: Vendor's quote; MSA of 2/24/14 (no changes made); Vendor's
NOTE: This is Optional Year 3 of the Support Period.
SOW #1; Sole Source Justification
Suggested Vendor: RIMINI STREET
Address: 3993 HOWARD HUGHES PKWY. STE. 780
City, State, Zip Code: LAS VEGAS, NV 89169
Phone: 702-839-9671 Fax: 702-973-7491
Vendor's Contact Person: BILL COTE
Proper approvals a equired before requisition can be processed.
Ordered By:
Department Director/Au or' ed ignature
L
Approved By:
Director of Finance/Purchasing Officer
Approved By:
City Manaaer !when reaulredl
PURCHASING DIVISION USE ONLY
Vendor ID:
Buyer:
Insurance valid thru
Ship To/Location:
I Due Date:
Standard Comments: ACC-ALL-ARR-BLA- CON
-DCP - DIS - FCA -FCI- FIX - INS - IS - IST -ORG -QTR - REM - SUB -T&C
FINANCE DEPARTMENT USE ONLY
Available Appropriation: ❑ Yes ENO
As of:
Confirmed By:
2385-20 MW REV.3/10
Rev FY09/10
Rimini Street
3993 Howard Hughes Pkwy Ste 500, Las Vegas, NV 89169
lQuoted To:
City of Costa Mesa, California
Jim Liu
77 Fair Drive
Costa Mesa, CA 92626
Quotation
Quote Number ...................: 1
Date ............... ................. : 01/20/16
Customer ID
Good Thru
Payment Terms
Sales Rep
COCM001
03/19/16
Net Due
Folmer
Master Services Agreement
This Master Services Agreement ("Agreement") is made as of ("Effective
Date") by and between Rimini Street, Inc. ("Rimini Street"), a Nevada corr having a principal
place of business at 3993 Howard Hughes Parkway, Suite 780, Las Vegas, Ne'Oad'a 89169, and the City
of Costa Mesa, California ("Client"), having a principal place of business at 77 Fair Drive, Costa Mesa,
California 92626, Rimini Street and Client shall Individually be referred to as a "Party" and jointly
referred to hereinafter as "the Parties."
The Parties agree as follows;
1. Services
Rimini Street shall provide Client with certain services and/or certain deliverables as listed in an
applicable Statement of Work ("SOW") (hereafter collectively referred to as "Services"). This Agreement
shall govem all Services provided by Rimini Street to Client under all SOWs during the Term set forth in
Section 2 below.
2. Term
This Agreement shall become effective at the later of one minute past midnight (12:01 a,m,)
United States Pacific Time on the Effective Date or when the Agreement is executed, and shall continue
In effect until one minute before midnight (11:59 p,m,) United States Pacific Time one year following the
termination of the last effective SOW issued pursuant to this Agreement.
Payment Terms and Expenses
A. Payment Terms. Client agrees: (1) to pay Rimini Street all fees In accordance with the
Payment Schedule set forth in the applicable SOW, and all reimbursable expenses authorized, in any
SOW (collectively, "Payments"); (ii) all Payments made by Client are non-refundable and shall be made
without set-off or counter -claim; (iii) fees listed in any SOW do not include Value Added Tax ("VAT")
(herafter collectively referred to as "VAT") or any other taxes or duties; (iv) all past due amounts will beer
interest at the lesser of one and one-half percent (1.5%) per month or the highest interest rate allowable
under applicable law; and (v) if any invoiced Payments, taxes or duties, related to this Agreement are
more than fifteen (15) days past due for payment, Rimini Street, at its sole discretion and not in lieu of any
other remedy, may cease providing Services until such time as Client is once again current in Its Invoiced
Payments, taxes and duties to Rimini Street (as reasonably determined by Rimini Street). Further, Client
agrees it is responsible for paying all sales, use, VAT, and any other applicable taxes however
designated, other than those based on Rimini Street's net income, for the Services provided under this
Agreement, as applicable. If Client requests that any such taxes not be included in the Invoice, Client
agrees to (1) provide a sales tax exemption letter or Its functional equivalent in a form reasonably
acceptable to Rimini Street ("Tax Exemption Letter") for the audit files of Rimini Street prior to Invoicing;
or (11) if such Tax Exemption Letter is not provided prior to invoicing, pay such taxes and file a refund on
its own behalf at a later date Notwithstanding anything herein to the contrary, Client shall indemnify,
defend and hold Rimini Street harmless from and against all claims, losses, costs, expenses, damages
and liability arising from Client's delay or failure, for any reason, to pay any tax or file any return or
information required by law, rule or regulation, or by this Agreement to be paid or filed by Client,
B. Travel and Living Expenses. If situations arise that cause Rimini Street and/or Client
representatives to agree that travel is appropriate for Rimini Street representatives in connection with the
provision of Services under any SOW, Rimini Street will seek pre -approval from Client before incurring
any such travel and living expenses. Client agrees to reimburse Rimini Street within twenty thirty (30)
days after Rimini Street provides Client with reasonable and appropriate expense documentation.
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Rimini Street, Inc, Proprietary & Confidential
4. Client Obligations
Client shall perform the following obligations (collectively referred to as "Client Obligations"):
A. Primary Contact. Client will designate and provide one (1) Client primary point of
contact for each SOW, and this individual shall be Client's authorized representative working with Rimini
Street while Services are being rendered under that SOW.
B. Personnel. Client will provide sufficient, qualified, and knowledgeable personnel capable
of: (i) performing the Client Obligations set forth in this Agreement and in each SOW; (ii) making
necessary and timely decisions on behalf of Client; (iii) facilitating the testing of any deliverables provided
by Rimini Street and/or Client's licensor; and (iv) customizing, Installing, and configuring deliverables
provided by Rimini Street and/or Client's licensor as needed for use with Client's system.
C. Facility Access and Work Space, Should Rimini Street need to travel to Client's facility
in order to render Services pursuant to an SOW, Client agrees to provide access to Client's facilities
during Client's normal business hours and otherwise as reasonably requested by Rimini Street to enable
Rimini Street to render the Services. Client also agrees to provide Rimini Street with equipment and office
support (including, but not limited to broadband or digital phone lines for Internet access, phone lines for
long distance and local calls related to the provision of Services, photocopying equipment, and the like),
and an adequate environment where Rimini Street representatives can conduct work and meet with
Client personnel and/or other Rimini Street representatives as necessary.
D. Provision of Information. Client will provide all information (including Confidential
Information as defined in Section 8) required for Rimini Street to successfully render the Services.
pursuant to this Agreement and shall ensure that such information is accurate in all material respects.
E. Timely Performance of Client Obligations. Client acknowledges and agrees that
Rimini Street's ability to perform the Services Is conditioned upon Client's timely performance of Client
Obligations described herein, and the performance of such Client Obligations is material to Rimini Street's
ability to commence, proceed with, and successfully perform the Services.
S. Rimini Street Obligations
Subject to Client performing the Client Obligations, Rimini Street shall perform or cause to be performed
the following obligations (collectively referred to as "Rimini Street Obligations"):
A. Services. Rimini Street will provide the Services to Client as described in any SOW
signed by each of the Parties and referencing this Agreement in consideration of the Payments which
shall be paid in accordance with the Payment Schedule described in the SOW and in accordance with the
additional payment terms in Section 3(A) above, Unless otherwise specified In an SOW or an
amendment attached hereto, the Parties understand and agree that all Services described in any SOW
will only be rendered by Rimini Street in the English language,
B. Communications. Prior to the effective date of any SOW, Rimini Street will provide
Client with detailed instructions about how to work with Rimini Street representatives to obtain the
Services.
C, Timely Performance of Rimini Street Obligations, Rimini Street acknowledges and
agrees that Client relies on Rimini Street for the timely performance of Rimini Street Obligations described
herein, as such, will adhere to the timely performance of its obligations.
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Rimini Street, Inc. Proprietary & Confidential
6. Termination for Cause
A Party may terminate any SOW issued pursuant to this Agreement if (a) the other Party is in default of
any material term, condition or warranty of that SOW and (b) such default Is not cured within thirty (30)
days after written notice of default is provided to the defaulting Party at the applicable address listed in
Section 13.
7. Work Product
Any expression of Rimini Street's findings, analyses, conclusions, opinions, recommendations, ideas,
techniques, know-how, designs, and other technical information, together with any programs,
enhancements, source and object code that are not derivative works of Client's licensor(s), shall be
deemed Rimini Street work product ("Rimini Street Work Product"). Rimini Street Work Product shall
not include any Intellectual property owned by Client or a third party, unless Rimini Street or Client has
procured proper permission for the inclusion of such third party intellectual property In the Rimini Street
Work Product. As between Rimini Street and the Client, all intellectual property rights (however
designated) pertaining to Rimini Street, all Rimini Street Work Product, and the Services, in whole or in
part, are and will remain the exclusive property of Rimini Street and its third party licensors.
Rimini Street hereby grants to Client a perpetual, royalty -free, and nonexclusive license to use the Rimini
Street Work Product that is incorporated Into the Services provided hereunder in accordance with the
terms of this Agreement for its own internal business purposes. The aforementioned Rimini Street Work
Product license does not include a license for Client to sell, sublicense, distribute, rent, lease, transfer,
share, or assign the Rimini Street Work Product to any other person, entity, affiliate, beneficiary, or
contractor, regardless of their relationship to Client.
To the extent Client acquires any rights in the Rimini Street Work Product, Client hereby assigns those
rights to Rimini Street. In furtherance of the aforementioned assignment, Client agrees to take such
further actions and execute and deliver such further agreements and other instruments as Rimini Street
may reasonably request to give effect to this Section 7.
8. Confidentiality
A. Confidential Information. During the course of the Parties' relationship, a Party may
have access to the other Party's Confidential Information. The Parties agree that the term "Confidential
Information" shall mean any information, technical data, or know-how, Including, without limitation, that
which relates to research, products, services, customers, markets, inventions, processes, designs,
marketing, future business strategies, trade secrets, finances, and other nonpublic information of the
disclosing Party, including the details of this Agreement. Subject to the Client Obligations in Section 4(D),
the amount and type of Confidential Information to be disclosed is completely within the sole discretion of
each Party.
B. Non -Confidential Information. The Parties agree that Confidential Information does not
include a Party's Information which the other Party can establish by legally sufficient evidence: (1) was In
the possession of, or was rightfully known by a Party without an obligation to maintain its confidentiality
prior to its receipt from the other Party; (ii) is or becomes generally known to the public without violation of
this Agreement; (iii) is obtained by a Party in good faith from a third party having the right to disclose It
without an obligation of confidentiality; (iv) is independently developed by a Party without use, directly or
Indirectly, of Confidential Information received from the other Party; or (v) is authorized in writing by a Party
to be released from the confidentiality obligations herein.
C. Non -Disclosure, Each Party agrees that it shall not use or permit the use of any
Confidential Information of the other Party except to the extent reasonably required for purposes of this
Agreement, nor disclose or permit to be disclosed the Confidential Information of the other Party to any
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Rimini Street, Inc. Proprietary & Confidential
person or entity (other than its own employees, agents, representatives, or affiliated entities having a
reasonable need for such information for the purposes of this Agreement and that have agreed to keep such
information confidential), nor duplicate any Confidential Information of the other Party which consists of
computer software or documentation or other materials expressly restricted against copying or which carry
the notation "Confidential," "Company Confidential," and/or "Proprietary", unless such duplication, use or
disclosure Is specifically authorized in writing by the other Party. Each Party agrees that damages may not
be adequate to protect the other Party in the event of a threatened breach of this Section 8, and that
either Party may take equitable action, including seeking injunctive relief, to enforce this Section 8. The
provisions of this Section 8 shall survive the termination or expiration of this Agreement and any SOW by
two (2) years. Trade secret Information will remain confidential for as long as the Information remains a
trade secret.
D. Legal Disclosure. If It is reasonably necessary for the receiving Party to disclose any
Confidential Information to (i) enforce this Agreement, (II) comply with a judicial or administrative
proceeding or similar process, or (iii) comply with a stock exchange rule, or rule of any other regulatory
authority which has jurisdiction over receiving Party, the receiving Party will, if permitted, provide the
disclosing Party with prompt written notice so the disclosing Party may, at the disclosing Party's sole
expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions.
of this Agreement. In the event such protective order or other remedy Is not obtained, the receiving Party
will not be in breach of Section 8(C) by furnishing such Confidential Information as legally required and will
exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded
the Confidential Information so disclosed, at the disclosing Party's expense.
E. Publicity. Upon execution of this Agreement, Rimini Street may use Client's name and
logo in its client lists, provided that Rimini Street includes such protective legends and/or nomenclature as
may be necessary to protect Client's rights in and to its names and any trade and service marks or
copyrighted materials. Other than as noted herein, neither Party may issue a press release regarding
the existence or terms of this Agreement, or any services or subsequent work performed hereunder,
without first obtaining written approval of the other Party (which approval shall not be unreasonably
withheld).
Indemnity
A. Rimini Street Indemnity. Provided that Rimini Street is given prompt written notice of
an alleged infringement claim and is given information, reasonable assistance, and the sole authority to
defend or settle such claim, Rimini Street shall Indemnify, defend or, at its sole option, settle, and hold
Client harmless against any third party claims that the Rimini Street Work Product delivered to Client
pursuant to this Agreement Infringes any third party intellectual property rights; provided, however, that
Rimini Street shall have no such indemnification obligation to Client to the extent: (i) the alleged
infringement is based on information, software code or other material not furnished by Rimini Street, its
agents, representatives, and suppliers; (ii) the alleged infringement is the result of a modification made by
anyone other than Rimini Street directly or through a subcontractor or is the result of software provided to
Rimini Street by Client, its agents, representatives, and/or suppliers; (iii) such claim would have been
avoided but for the combination or use of the Rimini Street Work Product, the Services, or portions
thereof, with other products, processes or materials where the alleged infringement relates to such
combination; (iv) Client uses the Rimini Street Work Product or the Services other than in accordance
with this Agreement or other than in accordance with a license agreement between Client and one or
more third parties; (v) Client continues the allegedly infringing activity after being notified thereof or after
being informed of modifications that would have avoided the alleged infringement; or (vi) such claim is
based on any portion of Rimini Street Work Product or Services that, in whole or part, embodies Client's
Confidential Information, software code, or ideas or other Client material Including, without limitation, any
portion of Rimini Street Work Product or the Services that is developed pursuant to Client's specifications
[(i) through (vi) collectively referred to as the "Client Indemnifiable Claims"]; or (vii) Client Is in default
of its obligations under Section 3(A).
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Rimini Street, Inc. Proprietary & Confidential
In the event of a threatened or actual claim, and in addition to providing any Indemnification owed to
Client by this section 9(A), Rimini Street may, In its reasonable judgment, and at its option and expense:
(i) obtain for Client the right to continue using the Rimini Street Work Product; (ii) replace or modify the
Rimini Street Work Product so that it becomes noninfringing; or (iii) terminate the right to use the Rimini
Street Work Product and return the fees paid by Client for the then -current Support Period Year for such
portion of the Rimini Street Work Product which Is allegedly infringing, prorated based on the number of
days remaining in the then -current Support Period Year, Rimini Street will not enter Into any settlement
that imposes any legal liability or financial obligation on the Client without the Client's prior written
consent. Client will have the right, at its option, to participate In the settlement or defense of the claim,
with Its own counsel and at Its own expense, but Rimini Street will have the right to sole control of the
settlement or defense.
a. Client Indemnity. Provided that Client is given prompt written notice of ar alleged
infringement claim and is given information, reasonable assistance, and the sole authority to defend or
settle such claim, Client shall indemnify, defend or, at Its sole option, settle, and hold Rimini Street
harmless against any claims that the Rimini Street Work Product or the Services delivered to Client
pursuant to this Agreement infringes any third party intellectual property rights to the extent of one or
more Client Indemnifiable Claims. Client will not enter into any settlement that Imposes any legal liability
or financial obligation on Rimini Street without Rimini Street's prior written consent. Rimini Street will
have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel
and at its own expense, but Client will have the right to sole control of the settlement or defense.
C. Personal Injury Indemnity. Each Party ("Indemnifying Party") shall indemnify and hold
the other Party ("indemnified Party") harmless against any claim, Including costs and reasonable
attorney's fees, in which the Indemnified Party is named as a result of the negligent or Intentional acts or
failure to act by the Indemnifying Party or Its employees or agents while performing its obligations
pursuant to this Agreement that result in death or personal injury, This indemnification obligation is
contingent upon the Indemnified Party's providing the Indemnifying Party with prompt written notice of
such claim, information, all reasonable assistance in the defense of such action, and the sole authority to
defend or settle such claim.
D. Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 9 (NINE) STATE
THE ENTIRE LIABILITY AND OBLIGATIONS OF EACH PARTY, AND THE EXCLUSIVE REMEDY OF
EACH PARTY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE OF THE SERVICES AND THE DEVELOPMENT AND/OR USE OF THE RIMINI
STREET WORK PRODUCT, OR ANY PART THEREOF,
10. Limited Warranty
A. Warranty. Rimini Street warrants that the Services will be performed consistent with
generally accepted industry standards. No specific result from provision of the Services is assured or
guaranteed. Client warrants that it has full legal authority to enter into .this Agreement and perform its
obligations hereunder, and that no third party rights or permissions are required in order for it to do so.
Each Party shall comply fully with all applicable export control and economic sanctions laws and
regulations of the United States and other countries and territories relevant to the Services provided
under this Agreement (collectively "Foreign Trade Regulations"). Each Party shall take all reasonable
steps to assure that the Services are not exported, directly or indirectly, in violation of Foreign Trade
Regulations or intended to be used for any purposes prohibited by the Foreign Trade Regulations.
OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, THE PARTIES DISCLAIM ALL OTHER
REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON -INFRINGEMENT,
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Rimini Street, Inc. Proprietary & Confidential
B. Remedies. Client's sole remedy and Rimini Street's sola obligation in the event of a
breach of the warranty contained herein Is, at Rimini Street's option: (1) to re -perform the Services; or (11)
to refund the amounts paid by Client for the Services which were not as warranted. This remedy is
contingent upon Rimini Street receiving written notice from Client within thirty (30) days of the completion
of the Services that Client alleges were not performed consistent with the warranty in Section 10(A).
11. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF IT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIMINI STREET DOES NOT
WARRANT OR REPRESENT THAT SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE
ERROR -FREE. RIMINI STREET'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF,
RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS
AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NONPROVISION OF
SERVICES OR SOFTWARE PURSUANT TO ANY SOW (WHETHER IN CONTRACT OR TORT) SHALL
IN NO EVENT EXCEED THE AMOUNT OF FEES RECEIVED BY RIMINI STREET FROM CLIENT
PURSUANT TO THE APPLICABLE SOW FOR THE SUPPORT PERIOD YEAR IN WHICH THE
ALLEGED LIABILITY AROSE, AND IF SUCH DAMAGES RESULT FROM SPECIFIC SERVICES, SUCH
LIABILITY SHALL BE LIMITED TO FEES RECEIVED BY RIMINI STREET FROM CLIENT FOR THE
SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN RESPECT OF WHICH THE CLAIM AROSE
IN THE SUPPORT PERIOD YEAR IN WHICH THE ALLEGED LIABILITY AROSE. THE PARTIES
ACKNOWLEDGE AND AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION
11 (ELEVEN). CLIENT ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS
CONTAINED HEREIN, RIMINI STREET HAS COMMUNICATED TO CLIENT THAT THE FEES
CHARGED FOR THE SERVICES WOULD BE HIGHER,
12. Independent Contractor Status
Rimini Street performs its obligations pursuant to this Agreement as an independent contractor, not as an
employee of Client. Nothing in this Agreement is intended to create or be construed as the existence of a
partnership, joint venture, or general agency relationship between the Parties.
13. Notice
All notices shall be in writing and sent by United States mail with return receipt, registered mail, overnight
mail, or well-known courier service, delivered to the addresses indicated below, or such other address as
either party may provide to the other party at least ten (10) business days prior to the date of any notice
provided hereunder, unless otherwise provided in this Agreement. Notices shall be deemed to have been
provided as required by this Section on the date of delivery as shown on the receipt evidencing delivery of
the notice.
For Rimini Street
Rimini Street, Inc.
Attn: Legal Dept.
3993 Howard Hughes Parkway
Suite 780
Las Vegas, Nevada 89189
For Client:
City of Costa Mesa, California
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Rimini Street, Inc. Proprietary & Confidential
Attn: Legal Dept.
77 Fair Drive
Costa Mesa, CA 92626
14. Separate Agreements
Client acknowledges that it may enter into multiple Statements of Work with Rimini Street under this
Agreement. Client agrees that each SOW is a separate and Independent set of contractual obligations
from any other SOW. Client shall not withhold payments that are due and payable under an SOW
because of the status of any other SOW under this Agreement.
15. Section Headings
The section headings herein are provided for convenience only and have no substantive affect on the
construction of this Agreement.
16. Survival
The terms of Sections 3, 7 through 11, 13, and 15 through 22 shall survive the termination of this
Agreement.
17. Severability
If any provision of this Agreement Is held to be Invalid, illegal or unenforceable, its invalidity shall not
affect the remainder of this Agreement, and to the maximum extent possible, such provision shall be
Interpreted to give effect to the original intent of the Parties while meeting the minimum requirements for
validity, legality, and enforceability.
18. Legal Construction
No provision of this Agreement shall be construed against either Party by virtue of the fact of having
drafted such provision. Each Party represents that it had a sufficient opportunity to consult with legal
counsel and to fully consider and negotiate the provisions of this Agreement.
19. Waiver
The failure by a Party to exercise any right hereunder shall not operate as a waiver of such Party's right to
exercise such right or any other right in the future.
20. Amendments
All amendments to the Agreement or any SOW must be in writing and executed by authorized
representatives of each Party. In the event of a conflict in terms between this. Agreement, any SOW and
one or more properly executed amendments to the Agreement or an SOW, the order of precedence shall
be from the most recently properly executed amendment backwards to the original contract document. No
purchase order or other ordering document that purports to modify or supplement the printed text of this
Agreement or SOW shall add to or vary the terms of this Agreement or an SOW. All such proposed
variations or additions (whether submitted by Rimini Street or Client) are objected to and deemed material
unless otherwise agreed to in writing by the Parties.
21. Force Majeure
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Except for Client's obligation to pay Rimini Street for Services already rendered, reimburse expenses
already incurred on behalf of Client, and to pay taxes, duties, and customs fees owed In relation to the
Services, each Party's failure to perform In a timely manner shall be excused to the extent caused by
conditions beyond the reasonable control of the affected Party and which it could not, by reasonable
diligence, have avoided. Such conditions may include but are not limited to natural disaster, fire, accidents,
actions or decrees of governmental bodies, Internet or other communication line failure not the fault of the
affected party, strikes, acts of God, wars (declared and undeclared), acts of terrorism, riots, embargoes, civil
insurrection, acts of vendors and suppliers, and concealed acts of employees or contractors, but shall not
Include a lack of funds or Insufficiency of resources caused by lack of funds. The Party affected shall
immediately give notice to the other Party of such delay and shall resume timely performance as soon as
such condition is terminated. If the period of force majeure exceeds thirty (30) days from the receipt of
notice, the non -affected Party may terminate this Agreement.
22, General
This Agreement is made in and shall be governed by the laws of the State of Nevada, United States of
America, without regard to the choice of law principles of any jurisdiction. Jurisdiction and venue shall be
deemed proper in Las Vegas, Nevada, United States of America, and each party waives any objection to
the adjudication of disputes in that forum. Except for actions for non-payment or breach of Rimini Street's
proprietary rights in the Rimini Street Work Product, no action, regardless of form, arising out of this
Agreement may be brought by either Party more than one year after the cause of action accrued. This
Agreement constitutes the entire agreement between the Parties concerning the subject matter contained
herein, This Agreement replaces and supersedes any prior verbal or written understandings, proposals,
quotations, communications, and representations between the Parties relating to the subject matter
hereof. Nothing in this Agreement is meant to create or creates any rights, obligations, or benefits directly
or indirectly to any party not a signatory of this Agreement. Except as otherwise specifically stated
herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
Neither Party shall assign this Agreement or transfer its responsibilities under this Agreement, nor any
interest In this Agreement, except with written consent of the other Party, which consent shall not be
unreasonably withheld. The Parties agree that any assignment by operation of law in the context of the
sale of all or substantially all of a party's stock or assets shall not constitute an "assignment" for purposes
of this prohibition. This Agreement and any SOW hereunder may be signed in duplicate originals, or in
separate counterparts, which are as effective as if the parties signed a single original. A facsimile or
electronic copy of an original signature is considered as effective as an original.
28. Signatures
The undersigned represent and warrant that they are authorized, as representatives of the Party on
whose behalf they are signing, to sign this Agreement and to bind their respective,Party thereto.
Title
.1_21�11 .
Date
For
NR
Tit
2 125/11-1
Date
Page S of 9
Rimini Street, Inc. Proprietary & Confidential
ell
Title
D to
Page 9 of 9
Rimini. Street, Inc. Proprietary & Confidential
For Client: MICS J
Authorized Signature U
Erik Cel
Printed Name
Title
Statement of Work No. 1
PeopleSoft Support Services
T Ia Statement of Work No. 1 — PeopleSoft Support Services ("PS SOW") dated
F0 ("PS SOW Effective Date") is issued pursuant to that certain Master
'S'ervices Agre nt dated �ol� (the "Agreement") between the City of Costa
Mesa, California ("Clisnk") and Rim Str t, Inc. ("Rimini Street"), Unless otherwise indicated herein,
capitalized terms used in this PS SOW wi hout definition shall have the respective meanings specified in
the Agreement and all section, schedule and attachment references in this PS SOW shall be to applicable
sections, schedules and attachments of the Agreement. To the extent that the terms and conditions set
forth in this PS SOW and Schedules attached hereto conflict with the terms and conditions of the
Agreement, the terms and conditions of this PS SOW and Schedule A will prevail,
Services
Rimini Street shall provide Client with certain support services and certain deliverables as follows for the
Covered Products listed In Schedule A attached hereto (hereafter collectively referred to as `Services"),
and subject to the capitalized definitions and additional terms found in Section 7 below:
A. Product Support, Rimini Street will provide Client with diagnostic services, advice, and
recommendations relating to the proper operation of Client's PeopleSoft System.
B. Product Fixes. Rimini Street will provide fixes for Issues Client encounters in the
Covered Products listed in Schedule A, used in the PeopleSoft Production Release (as well as the Target
PeopleSoft Production Release for any PeopleSoft upgrade project Client currently has underway).
Rimini Street will provide fixes to the original code as delivered by Oracle Corporation (as successor in.
interest to PeopleSoft USA, Inc.) and Client -Made Customized Code for on-line, batch, and report code.
C. Tax, Legal and Regulatory Updates, Rimini Street will provide tax, legal and regulatory
updates during the Support Perlod for the Covered Products and jurisdictions on Schedule A.
D. Installation Support. Rimini Street will provide support for re -installations of the
PeopleSoft System if required as a result of an Issue with Client's development, test, or production
environments. Installation support shall Include advice and recommendations for the execution of
installation scripts, configuring the PeopleSoft Technology Foundation, and advice and recommendations
for the Installation and configuration of supported versions of third -party products from MicroFocus and
Crystal Reports. Installation support shall also include advice and recommendations related specifically
to Client's choice of a Rimini Street Supported RDBMS platform and Client's choice of a Rimini Street
Supported Operating System platform for the PeopleSoft Technology Foundation servers and RDBMS
servers.
E. Interoperability Support. Rimini Street will provide advice, recommendations, and
testing assistance with Issues determined to likely Involve interoperability issues between the PeopleSoft
Technology Foundation, PeopleSoft Applications, Rimini Street Supported RDBMS platform, Rimini
Street Supported Operating System, implemented Crystal Reports software, and Implemented
MicroFocus software.
F. Performance Tuning Support. Rimini Street will provide performance tuning
diagnostics, advice, and recommendations for the PeopleSoft Technology Foundation and PeopleSoft
Applications using proprietary and commercially available tools. Rimini Street will use commercially
reasonable efforts to provide advice and recommendations for performance tuning Client's Rimini Street
Supported RDBMS, Rimini Street Supported Operating System, and other third -party products used in
the PeopleSoft System.
Pagel of 11
Rimini Street, Inc. Proprietary & Confidential
G. Upgrade Process Support. Rimini Street will provide upgrade process support from
Client's current PeopleSoft Production Release to any Target PeopleSoft Production Release available
prior to termination of Client's Oracle support services agreement for the Covered Products and noted as
a target release on Schedule A. Rimini Street will make upgrade support available to any such Target
PeopleSoft Production Release for at least ten (10) years after the PS SOW Effective Date, provided this
PS SOW remains in effect without Interruption during said ten (10) year period.
H. Arohiving Assistance, Provided that Client's Oracle support services agreement for
the Covered Products has not expired (the expiration date referred to as the "Maintenance End Date"),
Rimini Street shall assist Client in identifying and obtaining copies of the Covered Products, software
updates to the Covered Products, and other support -related materials for the Covered Products.
Accordingly, Client designates Rimini Street as an authorized, designated Oracle support contact and
shall provide Rimini Street with all temporary logins and passwords needed to access Oracle
Corporation's web sites as Client's limited agent for the purpose of Identifying and obtaining copies of the
Covered Products, software updates to the Covered Products, and other support -related materials for the
Covered Products (collectively referred to as the "Client Archives"), Client's authorization of Rimini
Street's limited agency and right to utilize the provided logins and passwords shall expire on the earlier of;
(i) the Maintenance End Date; (li) when the Client Archives are obtained;. or (iii) upon receipt by Rimini
Street of written notice from Client terminating Rimini Street's limited agency and authorization. Client
shall also provide Rimini Street with remote access to a file storage location where the Client Archives will
be transferred once obtained from Oracle Corporation's web sites (the file storage location referred to as
the "Client Archive Repository"), The Client Archive Repository and remote access connectivity thereto
must meet the technical guidelines provided by Rimini Street to Client.
2. Support Period
Rimini Street will provide Client with Services beginning at one minute past midnight (12;01 a.m.) United
States Pacific Time on the PS SOW Effective Date and ending at one minute before midnight (11;59
p.m.) United States Pacific Time on March 18, 2020 ("Support Period"),
3. Termination by Client
Client may not terminate this PS SOW at any time during Year 1 of the Support Period except for cause
pursuant to the Agreement, Thereafter, Client may terminate Services for all Covered Products In this PS
SOW at the end of a Support Period Year with no less than sixty (30) calendar days written notice prior to
the start date of any subsequent Support Period Year set forth in Section 5(A) below for any reason or no
reason, provided that all fees, taxes, duties, and expense reimbursements due under this PS SOW shall
be paid by Client to Rimini Street on or before the actual date of termination.
4. Service Level Agreement
During the Support Period, Client will be entitled to receive support twenty-four (24) hours a day, seven
(7) days a week (including major holidays) for Critical Issue (P1) cases, Response time commitment for a
first live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for
support on a Critical Issue case is less than thirty (30) minutes. Client will be entitled to receive support
for all other Issues during Rimini Street Business Hours as specified in Schedule A, Response time
commitments and communication update intervals for each Issue are detailed in Table 1 below, Business
Impact Guidelines for each Client Priority Level are detailed in Table 2 below.
Further, Rimini Street will provide Client with at least one Named Primary Support Engineer, Client's
Named Primary Support Engineer shall be the point of contact at Rimini Street for Client's personnel and
agents reporting and working to resolve Issues with the Covered Products listed In Schedule A during the
Support Period. When Client's Named Primary Support Engineer is unavailable due to on-call rotations
or days off, a temporary on-call Named Primary Support Engineer shall be available to Client.
Page 2 of 11
Rimini Street, Inc, Proprietary & Confidential
Table 1
"1f resolution of an Issue Is dependant upon some Interim measure, such as developing a sofiwere patch, etc., an alternative
communication update commitment may be defined and agreed upon with Client,
Table 2
to '3'
r Ea,
Ado
`
Issue where a supported Covered Product is completely unavailable to users or
is working at a severely degraded capacity/performance level for multiple users
hey
s<l: 59 IQ
iX
1h Yfi "'fid./ tl
Issue is Impacting revenue or time sensitive regulatory compliance
F
3
Critical Issue
Priority 1
30 Elapsed Minutes
Every 2 Elapsed Hours
Serious Issue
Priority 2
2 Business Hours
Every 4 Business Hours
Standard Issue
Priority 3
1 Business Day
Every 5 Business Days
Q&A
Priority 4
1 Business Day
As appropriate
"1f resolution of an Issue Is dependant upon some Interim measure, such as developing a sofiwere patch, etc., an alternative
communication update commitment may be defined and agreed upon with Client,
Table 2
5. Fees and Payment Schedule
A. Annual Support Fees. In consideration for Services provided pursuant to this PS SOW,
Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the PS SOW remains in
effect during the Support Period in accordance with the terms set forth herein as follows: For the period
PS SOW Effective Date through March 18, 2015 (Year 1 of the Support Period), the Annual Support Fee
shall be $ 110,338.00 USD. For the period March 19, 2015 through March 18, 2016 (optional Year 2 of
the Support Period), the Annual Support Fee shall be $ 115,855.00 USD. For the period March 19, 2016
through March 18, 2017 (optional Year 3 of the Support Period), the Annual Support Fee shall be $
121,64800 USD, Unless terminated pursuant to Section 3, the Annual Support Fee for Years 4 through
15 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the
Page 3 of 11
Rimini Street, Inc. Proprietary & Confidential
to '3'
r Ea,
.eM1 I
Priority 1
Issue where a supported Covered Product is completely unavailable to users or
is working at a severely degraded capacity/performance level for multiple users
that makes Covered Product unusable; or
Issue has a major impact to external client/customer; or
Issue is Impacting revenue or time sensitive regulatory compliance
AND no acceptable workaround exists.
Priority 2
Issue where a supported Covered Product's functionality has become limited or
is working at marginally degraded capacity or performance for multiple users
AND no acceptable workaround exists; or
Issue where a Covered Product component is unavailable or is working at a
severely degraded capacity/performance
AND an acceptable workaround exists.
Priority 3
Issue where a single user is unable to use a Covered Product or a component
of a Covered Product that is necessary for the user to perform their primary
work activities; or
Issue that is not critical Is encountered with the Covered Product that leads to a
minimal loss of functionality, capacity or performance; or
A feature is unavailable where another can be readily used (i.e. routing to a
different printer),
Priority 4
General request for information or "how to" (Q&A); or
Report of event not causing impact to work operation or production.
5. Fees and Payment Schedule
A. Annual Support Fees. In consideration for Services provided pursuant to this PS SOW,
Client agrees to pay Rimini Street fees ("Annual Support Fees") for each year the PS SOW remains in
effect during the Support Period in accordance with the terms set forth herein as follows: For the period
PS SOW Effective Date through March 18, 2015 (Year 1 of the Support Period), the Annual Support Fee
shall be $ 110,338.00 USD. For the period March 19, 2015 through March 18, 2016 (optional Year 2 of
the Support Period), the Annual Support Fee shall be $ 115,855.00 USD. For the period March 19, 2016
through March 18, 2017 (optional Year 3 of the Support Period), the Annual Support Fee shall be $
121,64800 USD, Unless terminated pursuant to Section 3, the Annual Support Fee for Years 4 through
15 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the
Page 3 of 11
Rimini Street, Inc. Proprietary & Confidential
immediately preceding contiguous Year. The parties understand and agree. that Rimini Street's
commitment to the Annual Support Fees outlined herein are a material inducement for Client's execution
of this agreement.
Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered
Products listed in Schedule A or increases the license usage of any Covered Product beyond the
"Maximum License Metric" listed In Schedule A for one or more Covered Products (whether or not such
increased usage required Client to pay Oracle Corporation additional license fees), Client agrees to an
equitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support
and maintenance fees that would have been paid by Client to Oracle for annual support services on the
expanded license or expanded license usage of the Covered Products, Any such equitable adjustment of
the Annual Support Fees shall also be subject to the annual percentage increase described In the first
paragraph of this Section 5(A).
B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini
Street according to the following agreed payment schedule ("Payment Schedule"):
fda metttdcficdut Amount( i5)
Year 1 of the Support Period: Payment and PO (If required $ 110,338,00
by Client) shall be due on the PS SOW Effective Date and
payable within 30 days after receipt of Invoice.
Subsequent Support Period Years: Payment and PO (if $As Calculated
required by Client) shall be due and payable on or before the
start date of the next subsequent Support Period Year
Client certifies that the Annual Support Fee for Year 1 of the Support Period is no less than 50% of the
total maintenance fees being charged by, and reflected in the most recent invoice(s) received from, the
original software vendor (excluding all applicable taxes) for the Covered Products covering the period
from March 19, 2014 to March 18, 2015 ("Maintenance Invoices"). Client further certifies that the
Covered Products listed in Schedule A of this PS SOW, including but not limited to the license metrics
and user counts of such products, are Identical to those products covered by the Maintenance Invoices.
For purposes of clarity, Client agrees that the Schedule A Covered Products do not, and shall not, have
any additions to or omissions from the products covered In the Maintenance Invoices,
Unless this PS SOW Is terminated pursuant to Section 3 above, Annual Support Fee invoices for
subsequent Support Period Years will be mailed to Client approximately sixty (60) days prior to the next
subsequent Support Period Year start date.
6. Additional Client Obligations
A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to
assure that Rimini Street provided fixes and updates perform as documented with the Peal
System before moving said fixes and updates into any production environment.
B. Access to Software. Client acknowledges that Rimini Street may need to access,
install, work with, configure, test, and possibly modify certain Covered Products and Client Archives in
order to render the Services pursuant to this PS SOW, and Client hereby authorizes Rimini Street to do
so. Rimini Street will have access to Client's production environment only under the supervision of the
Client. Client shall provide Rimini Street with remote access to one or more non -production development
and test environments) that include the Covered Products and Client Archives (if any), together with all
license codes and other software required for their proper operation (each a "Non-Productlon
Environment"). Each Non -Production Environment and remote access connectivity thereto must meet
the technical guidelines provided by Rimini Street to Client.
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Rimini Street, Inc. Proprietary & Confidential
C. Work Product License Usage. Notwithstanding anything to the contrary in the
Agreement, Client may provide Client's employees or a third party access to Rimini Street Work Product
for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client
chooses to terminate this PS SOW and undertake self-support or contract with a different service provider
to provide support and maintenance services for the Covered Products listed in Schedule A. In such
event, Client shall bind such employee or third party to obligations of non -disclosure and restricted use
which are no less stringent than those contained within this PS SOW and the Agreement.
D. Internal Client Support. Client is responsible for providing Help Desk Support and
System Administration Support,
7. Additional Services Terms
The following additional terms apply to the Services described in Section 1:
A. Definitions. The following definitions are used throughout this PS SOW;
i. Client -Made Customized Code: Changes or updates made by Client or Client's
representatives to PeopleTools objects, COBOL objects, SQR, Crystal Reports, and Visual
Basic (VB) subroutines called from PeopleTools that vary from the standard, unmodified, but
fix -mastered code line delivered by Oracle in its fix -mastered Applications.
II. Covered Products: The individual product modules licensed to Client and set forth In
Schedule A.
III. Crystal Reports: A software product that performs as a reporting tool, and is bundled and
licensed by Oracle for use with PeopleSoft Systems.
IV. PeopleSoft Application; An Oracle product whose definition, design, and operating
characteristics are defined as on-line and batch code that is managed in PeopleTools or as
a callout subroutine from PeopleTools and that can be altered using PeopleTools, SQR,
Crystal Reports, Visual Basic (VB), or COBOL,
V. PeopleSoft Production Release: The PeopleSoft product release level that Client is
currently using in its live, production environment.
VI. PeopleSoft System: Includes the Client's PeopleSoft Technology Foundation and
PeopleSoft Applications listed on Schedule A operating on the PeopleSoft Production
Release.
VII. PeopleSoft Technology Foundation: Includes the group of PeopleSoft and third party
products known as PeopleTools, application servers, web servers, and middleware products
such as BEA Weblogic, IBM Websphere, and Oracle Fusion Middleware and Tuxedo.
VIII, RDBMS: Relational Database Management System. Examples include D132 or Informix,
Sybase, Oracle, and SOL Server products by IBM, Sybase, Oracle, and Microsoft,
respectively.
IX, Rimini Street Supported Operating System; An operating system and operating system
release level supported by Oracle on or before Client terminates Its Oracle Support Services
Agreement, or subsequently agreed to be supported by Rimini Street for use with Client's
PeopleSoft Production Release.
X. Rimini Street Supported RDBMS Release: An RDBMS and RDBMS release level
supported by Oracle on or before Client terminates their Oracle Support Services
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Rimini Street, Inc, Proprietary & Confidential
Agreement, or subsequently agreed to be supported by Rimini Street for use with Client's
PeopleSoft Production Release.
XI. Issue: An Issue to be addressed pursuant to Table 1 In Section 4 that meets all of the
following criteria; (i) found by Client in the PeopleSoft Technology Foundation, PeopleSoft
Applications, or Crystal Reports implementation, or in any updates and fixes provided to
Client by Rimini Street, or by Oracle and obtained from Oracle by Client up through Client's
Maintenance End Date; (ii) Client becomes aware of the Issue during the Support Period
and reports the Issue to Rimini Street during the Support Period; and (iii) meets one of the
four Priority Level criteria set forth on Table 2 of Section 4.
XII. Target PeopleSoft Production Release: The PeopleSoft product release level that Client
is planning to upgrade to as its next, live, production environment, as specified In Schedule
A as a target release, and which release has been obtained by Client from Oracle
Corporation prior to Client's Maintenance End Date.
XIII. Help Desk Support: Means first line, simple corrective assistance by one or more
individuals or a third party organization designated and/or contracted by Client to be the first
point of contact for Client's entire user population for Covered Products, Help Desk Support
provides an initial front-Ilne response to all Client user -reported cases, and resolves certain
low-level user reported issues, Common Issues to be resolved by Help Desk Support
include general system information requests, Covered Product user administration (e,g, user
setup and security), Client -specific operational procedures, hardware issues and
infrastructure availability (e.g. LAN, web, Internet Service Provider, application, and
database access), and similar activities.
XIV. System Administration Support: Means in-depth technical and system administration
support that includes technical troubleshooting, analysis and resolution options for the
Covered Products. System Administration Support services are more advanced than those
generally provided by Help Desk Support and typically staffed with product trained personnel
experienced with the Covered Products. Issues with Covered Products reported by Client
end users to Help Desk Support that are not fully resolved by Help Desk Support may be
escalated to System Administration Support, System Administration Support may include
assisting Help Desk Support with resolution of issues, independent System Administration
Support diagnosis and resolutlon of more advanced issues, and/or installation and
configuration of software workarounds, updates or fixes made available and provided by
Rimini Street. Issues not able to be resolved by System Administration Support may be
escalated to Rimini Street.
XV. Business Hour: A single hour of time during the Rimini Street Business Hours specified in
Schedule A.
XVI. Business Day: Nine (9) Business Flours
XVII, Elapsed Minutes: Actual accrued time from a specific event (such as logging a case)
B. PeopleTools, Third Party Products, and Language Support. Rimini Street will
provide support for PeopleSoft PeopleTools under this PS SOW. However, Client understands and
acknowledges that Rimini Street is not able and will not provide any fixes or updates for the PeopleSoft
PeopleTools product or any third party, non -PeopleSoft products used with, embedded, integrated, or
bundled with the Covered Products since Client does not have source code for these products. For
purposes of example only, such third party products include, but are not limited to, operating systems,
database systems, application servers, web servers, online and batch processing tools, reporting tools
and analytic tools (such as Actuate, Oracle Hyperion, Oracle OBIEE, SAP Business Objects and Crystal
Page 6 of 11
Rimini Street, Inc. Proprietary & Confidential
Reports). The scope of this PS SOW expressly excludes support for any language objects other than for
those listed for Covered Products in any Schedule A.
C. Installation Support. Installation Support does not include any of the following: initial,
first-time installations and configurations of PeopleSoft products that the Client was not using in
production on or before the Support Period; Project planning, advice, or recommendations relating to the
migration of RDBMS platforms or PeopleSoft Technology Foundation server and RDBMS server
operating system platforms (Le , Oracle to DB2 RDBMS or Windows 2000 to UNIX); nor installations of a
new major release of PeopleSoft products performed as the first step In an upgrade project to a new
production PeopleSoft major release (i.e., PeopleSoft 8.8 SPI to PeopleSoft 9.1),
D. Interoperability Support. Interoperability Support will be available to Client for its
PeopleSoft System so long as the combination of products and platforms Is supported and designed for
compatible use in the PeopleSoft System and such combination of products and platforms has been fully
tested for proper interoperability prior to production rollout and go -live. Client is fully responsible for any
interoperability issues related to third -party products that are incompatible with, or that were not properly
tested for proper operation with, Client's PeopleSoft System. Rimini Street will provide upon request, at
an additional fee per request and with Client providing copies of all source and target software releases,
interoperability testing for operating system and RDBMS release updates that have not been tested by
PeopleSoft for proper operation with the PeopleSoft System prior to the termination of Client's Peoplesoft
Support Services Agreement.
E. Performance Tuning. Client is responsible for ensuring that adequate and reasonable
functional, scalability, and regression testing have been completed in the development and test phases
prior to production rollout and go -live. Performance tuning support includes recommendations and advice
for configuration, deployment model, and parameter settings for the PeopleSoft Technology Foundation
and PeopleSoft Applications.
F. Upgrade Support. Notwithstanding any assistance to be provided to Client under
Section 1(H), Client is responsible for requesting and receiving from Oracle all licensed and available
software releases that Client may wish to eventually utilize as a Target PeopleSoft Production Release,
as well as all related and available PeopleSoft Upgrade deliverables that Include upgrade script
templates, patches, PeopleSoft Fix Bundles, PeopleSoft Hot Fixes, release notes, release
documentation, upgrade documentation, or necessary license keys. Rimini Street recommends that
Client request each and every deliverable Client is entitled to under the terms of its Oracle software
license agreement for the Covered Products prior to the Maintenance End Date.
G. Upgrade Process Support. Client is responsible for actual upgrade project planning,
resourcing, and execution.
H. Client -Made Customized Code Support. Client must make its Client -Made Customized
Code and related customized documentation available to Rimini Street with reasonable lead time prior to
the first support request by Client. Further, only customizations that have been implemented and coded
using PeopleSoft Tools, SQR, Crystal Reports, MicroFocus COBOL, and VB/eScripting will be supported
as part of this PS SOW, and said Client -Made Customized Code must have been tested and proven
functionally stable in a development and/or test environment and must have undergone reasonable,
industry -standard functional, regression, and scalability testing prior to production rollout and go -live.
L Twenty -First Century Dates, PeopleSoft designed two -digit year displays to resolve
into four -digit years for storage and manipulation. Therefore, twc-digit year displays in online panels or
reports are not programming errors or considered an Issue in the context of this PS SOW.
J. Additional Consulting. Any services required by Client outside the defined Services in
this PS SOW are expressly excluded from the scope of this PS SOW. Rimini Street will not perform out -
Page 7 of 11
Rimini Street, Inc. Proprietary & Confidential
of -scope services without Client's pre -approval, If Client desires Rimini Street to provide additional out -of -
scope services, separate agreements In the form of an amendment to this PS SOW or an additional SOW
will need to be executed by the Parties prior to Rimini Street performing such services.
K. Trade Names. The PeopleSoft name, PeopleSoft product names, and PeopleSoft
release names are trademarks of Oracle Corporation. All other names and product names are the
property of their respective owners.
8. Client Contacts
Prltna�y tfuritetst
f3iljing Gontadt
S91)Y itt' Contact
Name: Jim Liu
Name: Steve Ely, Interlm IT Director
Name: Steve Ely, Interim IT Director
Addrese1: 77 Fair Drive
Addressl: 77 Fair Drive
Addrossl: 77 Fair Drive
Address2:
Address2:
Address2:
City, St, Zlp: Costa Mesa, CA 92626
CRY, St, Zip: Costa Mesa, CA 92626
City, St, Zip: Costa Mesa, CA 92626
Phone: (714) 764.5944
Phona:(714) 7645154
Phone: (714) 7546164
Fax:
Fax:
Fax:
Email: jim.liu@oostamesaca.gov
I Emaihsteve.eiy@coetamesaca.gov
I Emall:steve.elycoostamesece.gov
The undersigned represent and warrant that they are authorized, as representatives of the party on
whose behalf they are signing, to sign this PS SOW and to bind their respective ga6y thereto.
For
Mjt 62,gg S"OL3 t _
Printed Name
SN? CayO_ Gl0
Title 2./!Z6/Z() fLl
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Rimini Street, Inc. Proprietary & Confidential
For Client: PgTt<ST
Authorized SignaturLY
6eeltl�
Printed Name
Gnu C�
Title -)
Schedulefit
to Statement of Work No. 1
Instance #1
Covered Products
Data Center LOtlatlon(s)1
Costa Mesa, CA 92626
Client Support Team Location(s):
Costa Mesa, CA 92626
Support to be provided In the following language(s):
English
Client Support Team Business HourslTlme Zone
8:00am - 6;00pm PT
Rimini Street Business HourslTlme Zone
8:00am - 5:00pm PT
Responsibility for Maintaining and Supporting
Interfaces:
Client
Production Instances Supported:
One (1)
DBMS Hardware Platform, OS, and RDBMS:
HP Unix 9000 (rp4500), HP -UX 111, Oracle 81 (EE 8,1.7.2)
Oracle Maintenance End Data ("MBD"):
March 18, 2014
Geographies Supported: United States (Note; Subject to reasonable fees to be agreed upon by the Parties, additional
Geographies may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Geography
additions at least 90 days in advance of Client's desired godive date with each Geography addition.)
Panel Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additlonal Panel
Languages may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Panel Languages at
least 90 days in advance of Client's desired go -live date with each Panel Language addition.)
Report Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additional Report
Languages may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Report Languages at
least 90 days In advance of Client's desired go -live date with each Report Language addition.)
Applications Data: i
P¢epl¢Soft Mod{des -
Cjrrent
FLture Target ileit/ase(s)
Tax,Legal&
Alpliaa6la Tax&
Maximum
Notes
Rst¢aseand
and Minimum Patch
Regulatory
RegUistory
Lhtaasa Nletrip:
.,P'ateh Levd[:
Wells) :
Updates? -
'Jadruilctlob
Accounts Payable For The Public -
7.51
9.2
Yes
United States
Reported Budget
US IRS Form 1099
Perpetual
_
s000c000
Updates
General Ledger -Perpetual
7.61
9.2
No
'FULL USE"
3200000
Accounts Recolvables -Perpetual
7.61
9.2
No
"FULL USE.
3200000
Accounts Payable -Perpetual
7,51
9.2
Yes
United Slates
'FULL USE"
US IRS Form 1099
_
3200000
Updates
Accts Receivable For The Pubic-
7.51
9.2
No
Reported Budget
Perpetual
80000000
General Ledger For The Publlo-
7.51
9.2
No
Reported Budget
Perpetual
80000000
Inventory For Public Sector -Perpetual
7.51
9.2
No
Reported Budget
80000000
Project Costing For Public Sector-
7,61
9.2
No
Reported Budget
Perpetual_
80000000
Purchasing For Public Sector-PerpatU21
7.51
9.2
No
Reported Budget
80000000
Billing For public Sector -Perpetual
7.51
9,2
No
Reported Budget
90000009
Page 9 of 11
Rimini Street, Inc. Proprietary & Confidential
Project Costing —Perpetual
7.61
0.2
No
"FULL USE"
3200000
Asset Management—Perpetual
7.61
9.2
Yes
United States
"FULL USE"
US Federal
8200000
Depreciation
Updates
Billing — Nonstandard User Perpetual
7.61
9.2
No
3200000 "FULL
USE' (Revenue?)
Purchasing—Nonstandard User
7.61
9.2
No
3200000"FULL
Perpetual
USE" (Revenue?)
Inventory — Nonstandard User Perpetual
7.51
92
No
32000OD"FULL
USE" (Revenue?)
Conversion Only —Ibm Was—
6.5
Latest Available On End
No
One (1)
Tuxedo WebLoglc
Nonstandard User Perpetual
Date ("LAOED")
Budgets For Public Sector—
7.51
9.2
No
One (1)
Nonstandard User Perpetual
Asset Management For Public Sector—
7.61
0.2
Yea
United States
Reported Budget
US Federal
Perpetual
00000000
Depreciation
Updates
People Tools
7.60
LAOED
No
Not Applicable
Page 10 of 11
Rimini Street, Inc. Proprietary & Confidential
Schedule A
to Statement of Work No. 1
Instance #2
Covered Products
Data Center 1.040tIDn(9):
Costa Mesa, CA 92626
Chant Support Team Location(s):
Costa Mesa, CA 92626
Support to be provided in the following language(s):
English
Client Support Team Business HounuTlme Zone
6:00am-5:00pm PT
Rimini Street Business Hours/Time Zone
8:00am-6:o0pm PT
Responsibility for Maintaining and Supporting
Interfaces:
Cllent
Production instances Supported:
One (1)
DBMS Hardware Platform, OS, and RDBMS:
HP Unix 9000 (rp4500), HP -UX 11, Oracle 81 (EE 6,1,7.2)
Oracle Maintenance End Date ("MED"):
March 18, 2014
Geographies Supported: United States (Note: Subject to reasonable fees to be agreed upon by the Parties, additional
Geographies may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Geography
additions at least 90 days in advance of Client's desired go-Ilve date with each Geography addition.)
Panel Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additional Panel
Languages may be added at the Client's discretion, Client shall provide Rlminl Street a written request for new Panel Languages at
least 90 days In advance of Client's desired go -live date with each Panel Language addillon.)
Report Languages Supported: English (Note: Subject to reasonable lees Is be agreed upon by the Parties, additional Report
Languages may be added at the Client's discretion. Client shall provide Rimini Street a written request for new Report Languages at
least 90 days In advance of Client's desired go -live date with each Report Language addlt om).
Applications Data: HCM
1"etFPlag'tiR Mddulas Gamest
Retail and..
Patch Level
Fatale'nul
Release(e)0nd
hflulmum Patch
cath Legata
rteguIafo.Py
Updaka.7
Abillable Tdre:$
So@`urfiryory �
Jllrrsdlotfan.;
Mtodm1ai Lianas
Mamie
- -
Notes ..
.
Tlma And Labor For Public Sector— 8.80
0.2
No
900 Uses
Payroll For Public Sector— ax
9.2
Yes
Untied States
900 Users
U$'Federal +CA State,
(R$14PO2)
Benefits Administration For Public Sector 8,80
9.2
No
900 Users
Human Resources For Public Sector— $,so
9.2
Yes
United States
900 Users
US Fedora[Forms
spay— 8.80
9.2
Yes
United States
800 Users
Candidate Gateway— 8.00
9.2 _
No
800 Users
eprofla— 8.80
9.2
No
800 Users
Wrote Manager Desktop— 8.80
0.2
No
800 Users
eBenefitii — 8.a0
9.2
No
800 Users
Converslon Only— ram Was — Employee 0.80
Count Perpetual
Latest Available on
Effective bale
("LADED")
No
800 Users
People Toole 8.42.10
LACED
NO
Not Applicable
Page 11 of 11
Rimini Street, Inc, Proprietary & Confidential
JUSTIFICATION FOR SOLE SOURCE REQUEST
Date: 2/11/14 Dept./Div.: ITDeoartment Phone: 5154
Contact:
Description of Equip./Service Req.: Oracle/PeopleSoft Support Service
Recommended Vendor: Rimini Street. Inc.
Address: 3993 Howard Hughes Pkwy Suite 780 Las Vegas NV 89169 Phone:
925-264-4325
1. Check reason for sole source request:
® Sole Source: No other items are known to exist which perform the same function
❑ Proprietary: The item is held under exclusive title, trademark or copyright by a private person or
company; a proprietary distributorship would also apply.
❑ Standardization: The City requires the item(s) to standardize parts, design, quality, etc. (explain in
more detail below)
2. Is the product or service available from other sources?
❑ Yes
Z No
If YES, list name of vendors:
If NO, explain why the product/service is available from only one source:
Sole Source Vendor farm -online
3. Can your requirements be modified so that competitive products or services may be used?
❑ Yes
® No Please explain:
4. How does the recommended vendor's prices or fees compare to the general market?
They are more favorable than the prices of the Software provider.
Dept./Div. Head's Signature: J' �� '.mss Date: >�
Purchasing Supervisor's Signature: i'�r'TDate:
J"
Purchasing Officer's Signature: Date: IR -11-1
Sole Source Vendor form - online