IMPLEMENT A nON SERVICES AGREEMENT

Between

The County of Marin, California

And

Deloitte Consulting LLP

Dated March 29, 2005

TABLE OF CONTENTS

Page

I. BACKGROUND AND PURPOSE ............................. ............... ... .............................. ............ ................... ... I

1.1 County's Requirements . ....... . ..................... .... ................................................................................. 1 1.2 Vendor's Experience ... ... . ........... ..... ...... ............ ......... .................. ................... ..... .. ......................... I 1.3 Engagement... ..... ... _ •....................................................................................................................... 2

2. THE PROJECT ............................................................................... •............................................................. 2

2.1 General .... .. : ..................................................................................................................................... 2 2.2 SAP Software ..................................... ............................. ........ ... ... ...... .......... .. ..... ........................... 2 2.3 Project Releases and Releases ............... ......... .. ........................ ................... ......... ... ........................ 3 2.4 Critical Milestones ................ ..................... ... ........... ...... ........................................................... ...... 4 25 Project Plan ................................... ............................... ................. ....................................... ........... 4 2.6 Data Conversion ...... __ ...... _ ___ ......... __ .......................... ,_ .......... __ ... __ . . ............. __ ........ _ .. __ ._. ___ ................ 4 2.7 Training; Documentation .. ____ _______ .. __ ..... _. __ ... .... _ ... _ ................... _ ....... __ .. ___ ... ___ ...... _._ ... ____ . . . __ ...... . __ .. __ 5 2.8 Organizational Change Management ................ ........... ... ......... ........................... ............................ 5 2.9 Compatibility and Integration .... ..................................................................... .......... . ..................... 5 2.10 Root-Cause Analysis and Resolution .................... ............. ............... ................................... ........... 6 2.11 Task Delineation ....................................................... .. ...... .... .... ... ................ ................................... 6 2.12 Non-Exclusivity ....... . ......... ..................... ....................................................................................... . 6

3. PERSONNEL ...... .................. ....... ...... ...................... .................. ... ................ : ............................................... 7

3.1 Vendor's Personnel .. ..... ......................... .............................................. ..................... ...................... 7 3. I . I Vendor's Key Personnel ..... ............ ................. .............. . ........... ..................... .................. 7 3.1.2 Vendor's Project Manager ..... ........... . ........... ............... ... . ....... ......................... ........... ...... 7 3.1.3 Vendor's Project Director .......................................................... ........................ ............... 8 3.1.4 Additional Vendor PersonneL . .. ........................... ......................................... . ................. 8 3.1.5 Employee Qualification and Verification Process ......... ................ ................................ .. . 8 3.1.6 Training ...... .... . ................... ................ .................... ........ ................ . ..................... . ... ......... 9 3.1.7 Replacement of Per sonne I. ................................. ............................................ .. .. : .............. 9

3.2 The County's Personnel .. ............. ... ..... ................................. .... ... .............. ... ...................... ............ 9 3.3 The County's Policies and Procedures . ......... .......................... ........... c •••••••••••.•••...••••.••••••.•.•••••••••••• 9

3.3.1 General ........... ................... .......................... .. ... ......................... ..................... ................... 9 3.3.2 Network Security ........... ............................... ......... ............................................... .......... 10

3.4 Conduct on the County's Premises .......................... ..... : ............................................................... 10 35 Use of Affiliates and Subcontractors ............................................................................................. II

4. PROJECT ADMINISTRATION ......... ............ .......... ............................ ..... ............................. .................... 11

4.1 Project Status Reports .............. ............... ................................ ......... .... ........ .... ..... ...... .. ....... ......... II 4.2 Project Status Meetings ........ ............. ... .................... ................... .. . . .......................... .............. ...... 12 4.3 Steering Committee .. ..... . ... .. ..... .................................................... ................ ......... .............. .... ...... 12 4.4 Scope Management .. . . ....................... ............................. ......................... ................................. ..... 12

4.4.1 Change Orders .............................................. ................................. . ... ............................. 12 4.4.2 Vendor-Requested Changes ............ .... .................. ... ..... ................. ............ ................. .. .. 13 4.4.3 Scope Disputes ............ . ..... .................. .... ................... . ......... .. . ............ .. : ......................... 13 4.4.4 Approvals and Procedures ........... .. ... .................... ..................................... _ .. ................. 13

45 Conflicts of In Ie rest ......... .................. ... ........................ . ........................ ........................ ... .... ......... 13

5. COUNTY-PROV1DED ASSIST ANCE .. . .. ........ ................. .............. .... ......... . ...................... ........... _ ......... 14

5.1 Software .................... .... .. ....... _ .... ... ................................ ..... ............... ......... ... .. _ ................... .. _ ... 14

COUNTY OF MARIN I DELOITTE CONSULTING LLP -i- IMP-LEMENTATION SERVICES AGREEMENT

TABLE OF CONTENTS (continued)

Page

5_2 Assistance and Cooperation ______________ .. __ . _____ ._._. ___________ ._._. __ ._._ ... , ...... _ .. __ ...... __ . _____ .. _ . __ .. _ ....... _ ...... ___ 14 5.3 Office Space and Furnishings _____ .. .. _ _ .. _ .... _ _ _ . ___ ._ ... _ ... __ . ___ .... _ .. __ ... ___ ... _._._._._. __ .... ... ..... _ .. , .. , ., ......... ___ 14

5.4 Delays, .. ............... , ........................................................................................................................ 14

5.5 Other Responsibilities .. , ............... , .................. _ .......... _ . . . . _ ............. � ... .. ................. ..... _ _ ... _ ......... ..... IS

6. I'RlCE AND P A YMENT .. _ ...... _ ..... _ , ..... ........ , .. , ..................................................... __ ..... __ ............. __ .. _ ......... . 15

6.1 Fees . ... . ............ __ .......................... _ ................ ____ ......... __ ........ , ...................... __ .. _ ........................ ..... IS 6.1.1 Release I and Release 11.. ........... __ ....... _ _ ...... __ .. __ ................. ..... .... .... ............ ......... .......... _ 15 6.1.2 Pricing & Payment for Releases I and 11.. ... __ .............................................................. _, .. IS 6_ 1.3 Release III and Additional Statements of Work ........................ ..... _ . . __ .................. _ .... .... 16

6.2 Invoices ..................... ....... __ ....... ____ .... _ ........ , .. __ .... . . "' __ " ....... __ ... __ ............... ......... -..... ........ .. ...... _ .... 17 6.3 Excluded Amounts I Out-of-Scope Services ............................ _ ............ ........... ............. .. .......... .... 17

6.4 Disputed Amounts ..... .... _ .................................................................................................... _ .... ...... 17 6.5 Delays .......... _ ............. _ _ .. ...... _ _ ............ _ . . , . . _ _ ... ........ ................... ................ . ........... ...... ....... _:_ .. ...... , I 8 6,6 Taxes ..... _ ............................... __ ....................................................................................... , . . _ .. _ ... " ... 18

7. PROPRlET ARY RJGHTS AND OWNERSHIP .................................. _, __ ......................... .... . ..................... 18

7, I Work Product _ ....................... _ .......... _ .... .......................... ........ __ .................. _ _ ...... _ ........... .............. 18 7 _ 1 _ I Ownership .. __ ............... _ ........... .. , ................ _ ................ ................... _ ........... ....... , ............. 18

7, 1.2 Definition .... , .................. _ .......... , ....................... __ ....................... __ .. ....................... ..... .... . 18 7. I .3 Vendor's License .................. _ ................................... . ............... .. .... ...... ... ........... . ... ........ 19 .

7.2 Vendor MateriaIs.. .. ....................... ... ................... .. .......... . _ .. _ ....... .............. ..... ..... .......................... 19 7.2. I Definition .............. ................................................ ........ _ ................................... __ ..... ....... 19 7.2_2 The County's License . ... _ ................. " ............................. _ ................ ....... _ ......... .......... ... . 19

7.3 Residual Rights ........ ......... ........ . ............. ... ........ .......................................... ...... ...... .. __ ... .............. 19 7 .4 Further Assurances .............. ...................... ................ .............. _ .... _ ........... _ ............... _ ................... _ 20

8. CONFIDENTIAL INFORMATION .. " .. ....... ...... .... _ ........................... .......... _ .. .. _ ....... ....... ... ... ......... . , ........ _ 20

8, I Definition of Confidential Infonnation ... ........ .................... __ ................... __ ............. _, .... ................ 20

8.2 Exclusions and Exceptions, ........................ , ........... ......... , .......... , ............................. _ .................... 20

83 Protection of Confidential Infonnation .......... .. __ .. .. __ ........ , ......... _ ................. ................................. 20 8.4 Permitted Disclosures.. _ ......... , ............ , .. " ......... , ....... __ ........................ , ...................................... _ .. _ 2 I 8.5 Required Disclosures . . _ ....... _ _ ... ... .............................. ............ ... _ .... ............ _ ................. , .......... _ ..... . 2 I 8 _6 Injunctive Relief..._ ............ ...... , ......... _ .. _", .. ' ........................... , ............ _ ............. , .................. _ ........ 21 8,7 Return of Confidential Infonnation ................... .. ....... .... _ ..... ............. _ ...... _ ....... ..... . ... .......... _ .. ...... _ 21

8.8 Confidentiality Agreements ...... , ....... _ , .... _ ....... , ........................... , ' ................................ _ ........... .... 22 8,9 Duration, .. _ .. _ _ .. " , .... , ........ ,' .......... " __ " _ _ ... . .... .... ..... ........... .. _ ............... . .. ...... , . . , .... _ ..... , ...... _ ............ . 22

9. REPRESENTATIONS AND WARRANTIES ..... ............ .... ............ .. ...................... .. .. . ................. ............ 22

9, I Preparation for Perfonnance . .................... ............................ __ ................................................ , ..... 22 9.2 Services, ...... _ .......................................... , " , ......... _ .. .... .... .. .. _ .. .. _ .... .. ..................... ... ............ _ .... _ ..... 22

93 Deliverables . ............ _" .. , _ .......... _ .... _ ................ ....... .. .. , ................ _ .. _ ....................... ......... , ...... __ , .... 22 9.4 Documentation .......... _ .. _ ........ . .... _ ....... , .. .. _ , .. .. _ .. .............. . ... . .. _ .. _" ... . ....... , _ ...... __ .. _ .. _ .......... _ ......... , .. 22

9.5 Disabling Devices , .... ..... .. __ . ..... .. __ , .... _ .. , . ...... . ......... ... , , ... _ , ... ..... ...... .. ' ............ , .... _ ..... ... . ""_, _, _ . ..... .. 22 9 _6 Authorizations and Approvals ............ .. _ .. _ ............ ... ... ............ ...... _ .................. , ........ " .. , ..... , .... " .... 23 9 _7 Pending Litigation .. _ ....... ... .. .. ........ .... _ .. , .. , ........................ _ _ ....................................................... _ ... 23 9 _8 Conflict of I nteres! ...... __ ." _ _ _ .... _ " " .. __ .... ......... , ............... _ . .. . _ .... .... _ ........ ....... ' ........................ , .. __ .... 23

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVJCES AGREEMENT

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TABLE OF CONTENTS (continued)

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9.9 Compliance with Laws ......................... ... .. ..................... ........................................................ ....... 23 9.10 Third-Party Products ...................... ...... ............................ ........ : .................................................... 24 9.11 Remedy for Breach of Warranty .........................•............................... : ......................................... 24 9.12 Disclaimer of Warranties ................... : .......................................................................................... 24

10. INDEMNIFICATION ..... ... .................... ..... .......... . . ............. ............. : ......................................................... 24

10.1 Bodily Injury and Property Damage .. ....... ............................. .... : .................................................. 24 10.2 Infringement .............................. .. .. ... . ............. .............................................. .......................... ....... 24 10.3 Third-Party Services ....... ..................................... � ............. ................................. ........................ . .. 25 lOA Procedures ....................................................................... : ....................................... •...................... 25

II. TERM & TERMINATION ................................................ : ............................................•........................... 25

11.1 Term .. -,-............. ,-.................................................. : ......................................................................... 25 11.2 Termination .......... ................... .................................. .................... ............... ....... .......................... 26

11.2.1 Termination for Breach ........................ : .......................................................................... 26 11.2.2 Terrnimition by the County for Convenience ...................................... . ....................... .... 26 11.2.3 Termination by the County for Change in Control of Vendor ........................................ 26 11.2.4 Termination for Force Majeure Event ........ " .................................................................. 27 . 11.2.5 Termination for Non-Appropriation of Funds ...... ....................... .. ............................. . ... 27 11.2.6 Termination by Vendor for Regulatory Change . ................................. ........................... 27

11.3 Effects of Termination ................................... , ............ , ................................................................. 28 11.3.1 Transition Assistance ..•................................................................................................... 28 11.3.2 Amounts Payable ....................................... ................. ..... ............................................... 28

11.4 Postponement or Suspension of Release II ........................... ........................ .... . ................. .......... 28

12. LIMITATION OF LIABILITy ............... . ............................................................................... .................... 28

12.1 Maximum Liability of Vendor ....... .. ............... ................................. ......................................... .... 28 12.2 Maximum Liability of the County . ...... ....................................................... . .......................... ... .... 29 12.3 Exclusion of Indirect Damages ..................... , ........................................................... : ................... 29· 12.4 Exceptions .................................... . ........ ...................................................................... . ... .............. 29 12.5 Fprce Majeure ....... ......... ... ...... ... .. ... ... ....... .......... . ............................... ...... ................ ...... .. ,: .......... 30

13. ACCEPTANCE TESTING .. ..... ......... ... ...... .......... ........ ........... ..... ..................... ............. .................. .......... 30

13.1 Pre-live Acceptance ............ ... ............. .. ..................... ....................... .......... ... ......... . . . ......... ...... . ... 30 13.2 Post-live Acceptance .................. ..... . . ............... ...... ......... ............... ..... ............... ........... ......... ....... 31 13.3 Non-Software Acceptance .. .... ..... ..... ..... . . ... .................... ..... ........... ........... ... ....... ....... .......... ..... . .. 31 13.4 Testing Procedures and Criteria ....... . ..... . .................... ................. ... .... ........ .... ...... " ...................... 32 13.5 Delays in Achieving Acceptance .... ..... .. ... .. .... ............ ............. ............. .... .. ....................... . ... ....... 33

14. INSURANCE ....................................... ....................................................................................................... 33

14.1 General Requirements .. ........... ..... . .......... ..... ...... .... ... ..... .. .............. .. ......................... .. . .. ..... .. ........ 33 14.2 Coverages ...... ... ......... . .. ........ ......... . . . . ...................... ............... ... ... ................ . ........ ............ .. . .... ..... 33 14.3 Other Insurance Requirements .. . .......... ...... ........ ......... .............. ........ ............ .......... ........... . ....... ... 34

15. RECORDKEEPING AND AUDIT RIGHTS .. ......... . .... .. .............................. ....... : ..................................... 35

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TABLE OF CONTENTS (continued)

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1 5. 1 Recordkeeping .............. ........................................... ..................................................................... 35 15.2 Retention / Inspections . .................................................. : .............................................................. 35

16. DISPUTE RESOLUTION ............................................................... ................ .......................... .................. 35

1 6. 1 Dispute ................ ........................................... , .............................................................................. 35" 16.2 Exceptions . ......................... ...................................................... ........................................ ............. 36 1 6.3 Remedies .............. .......... .. ....................................... : ...................................................................... 36 16.4 Tennination or Suspension of Services_ ............... _ _ . _ _ ..... ... .. . . __ ....... ............. _ _ ... _ _ .. _ ........ _ _ ... _ . _ _ ... __ .. _ 36

17. MISCELLANEOUS ................................. ........................................................ ........................................... 36

17.1 Assignment ............. : .................................. .................................................................................... 36 17.2 Counterparts ... ...................................................... . ........................................................................ 36 17.3 County Action ... .......................................................... .................. . ............................................... 36 1 7.4 Limitation on Actions .......................... : ........................................................................................ 37 17.5 Governing Law ........ ............. ............................ ........... ............................... .............................. .... 37 17.6 Govemmentallmmunity ............................................................ ................................................... 37 17.7 Independent Contractor ......... : ....................................................................................................... 37 17.8 Inclusive Reference ................ ..................... ......................................... : ........................................ 37 17.9 Integration and Arriendment.. ............. ............... .............................. ....... ....................................... 38 1 7. 1 0 Neither Party Considered Drafter. ........................................ , .............. .......................................... 38 17.1 1 Nondiscrimination ....................................................................................... .................................. 38 17.12 Non-Exclusive Remedies ........................... . . : ................................................................................ 38 17.13 Non-Solicitation .............. .................... ......... .................. ............................................................... 38 17.14 Waiver of Jury Trial ....................................................................... : .............................................. 39 17.15 Notices ................................ ............................................. : ............................................................ 39 17.16 No Waiver .......................... .............. ............................................................................................. 40 17.17 Order of Precedence ....... ..................... .......................................... _ .............. .. . ................... ........... 40 17.18 Publicity .... ....................... .. ............................... ...................... ............ .... ....................... . ........ ..... . 40 17.19 Severability .................. .. ............................................... ...................................... .......... ................ 41 17.20 Survival ......................................................................................................................................... 41 17.21 Third-Party Beneficiaries ............................... . ............. ............... .. ...... .. . ............ . ... .... .......... .... ..... 41

COUNTY OF MARIN I DELOITTE CONSULTING lLP iMPLEMENTATION SERVICES AGREEMENT

List of Schedules and Exhibits

SCHEDULE 1.1 .......................... : ......................................................................................................... Special Districts

SCHEDULE 2.4 .................................................................................................. ............................. Critical Milestones

SCHEDULE 3 . 1 .1 .................................................................................................................................... Key Personnel

SCHEDULE 3.5 ............................ ........................................ , ................................................ Approved Subcontractors

SCHEDULE 4.4. 1 .......................................... ; ........................................................................ Applicable Hourly Rates

SCHEDULE 6.2 ................................... ................................................................................................. Fonn of Invoice

SCHEDULE 13.4 ., ........................................................................................................................ Performance Criteria

COUNTY OF MARIN f DELOITTE CONSUL TINe LLP IMPLEMENTATION SERVICES AGREEMENT • v-

Index of Defined Terms

Acceptanc'L ..... , ..................................................... .31 Acceptance Criteria .................. _ •........................... .30

Live Testing ............................... -... : ... � ....... ............ .3 1 Losses ... "" .. _ ..................... : ......... " ................. , ........ 24

Acceptance Test Procedures .................................. -30 . Parties ..................................... . ....... ........................... 1 Achieve ......................... : .......... __ ............................. 1 6 Party ............................. ...... : .................................. "." I Achievement .. _ ..... � ................... � ........... __ .................. 1 6 Phases ... ............... : ................................................... ..3. Affiliate ... .... : ... : ................ """ ................................. , . . 1 Post-live Acceptance .............. , ..... _ ........................ .3 J Agreement ............................................................... ,.1 Applic�ble Hourly Rates .................... .............. � ....... 1 2

Pre-live Acceptance ................................................ .30 Pre-live Testing Period ........................................ .. :.30

Ariston ................. _ ............................•........ ; ............ 1 0 Project ........................................................................ 2 Blueprint .. : ................................................................ 5 Project Director ......................... -' ...... : .................... 8, 9 Blueprint Deliverable ........................ _ ...... ............. ... 5 Project Fee Cap ....... ................................................. 1 6 Board .................... : ............... � .................................. 13 Proj ect Manager ................. ..... '"'''' ............................ 7 Business Case ........................ .......................... ........ . .5 Project Plan ...................... : .............................. : ......... A Business Day ...................................... : ...................... 9 Project Team .. ......................... . "''' ............ : ................ 9 Change in Control .. : ...... ......... � ................................. 26 Proposal ... : ........ : ................. : .................... : ............... 1 2 Change Order.. ...... , ............ _ . ................................... 1 2 Provided Resources ................ __ ... __ . __ .. __ . ___ .. ____ .. : .... __ .5 Confidential Information ........................................ .20 Release .... : ............................................ ..................... .3 Control .... .............. , ............................. c ................. __ . .. 1 Release I "'" ............................... _." ............. . ............ .3 CopYright Act ..... : ......... : . ....................... .................. 1 8 Release II ................. : ................. , ........ : ..................... .3 County ... __ ......... : ........................................................ I Release Ill .. :., ..... '''''''''''' .: .......................................... 3 County Representatives ..... ..... , ....... .......... ..... : ........ .36 Root·Cause Analysis ........ , ........................................ 6 County ReSources ".".".�"" ..... __ ..... _ .... ____ .. _._. ____ ._._. _______ .. 5 SAP ..................................... ""'''''' ............................. I County's Indemnitees .......... : ............... : .............. , .... 24 Critical Milestones,._. ___ ._. ______ .: ... _. __________ ..•. ____________ _ ... A

SAP Software .......... .............. ........ .-.. � ..................... _.2 Services ......... _ .......... . ...................... _ ...................... :.2

Deliverab les .................... : ............... _ ... � ..................... 2 Disabling Device .... : ................................................ 22

SoftWare Component .. : ...... : ........................ .-......... : . .30 Statements of Work .... � ............... ............. : ......... � . ..... .3

Dispute ...................... : ............................................. .35 Status Report ................ , ...... .-............ , ....................... II Effective Date .............................................. , ......... , .... 1 ERP .............. : ........................ : .................................... 1

Steering Committee ................................................. 1 2 Strategic Change Management Plan ................... .. � ... 5

Escalation Period ..................... : ............................... 1 7 Subject Matte� Experts .............................................. 9 Firm Performance Date .............. _ .... .......................... 4 Force Majeure ..................... ....................... ............. .29

System ....................... ............... ................................. 2 Term ...... .-............................ : ................................... .25

Formal Dispute ................................ ................ ....... .3 8 Terms and Conditions ..... .......... : ................................ 1 Functional Requirements Matrix .... _ _ _ . __ ............ ___ .. __ .. 2 Training Services ............ .-........................................ 15 G o Live Date ...................................... .............. ..... . .31 Training Services Fees .................. . ................. ... .-..... 15 Holdback AmounL. ....... � ...................... : .................. 15 Vendor ............ � ............. , ....................... : .................... 1 Include ........................ .. .............................. ............ .3 7 Vendor Materials ..................................................... 1 9 Includi ng .. , ............................. ...... : .......... ......... ....... .3 7 Vendor Person ......... : ................................................. 8 Infringement Claim ............ ' . ................................... .24 Vendor PersonneL .......................... . .......... ................. 8 IT .............................................................................. .5 Work Made for Hire ....................... : ..... .-... ............... 18· Key P ersonnel .......... ....................................... ........... 7 Work Produc!... ................................ ..... .... : ....... : ... ; ... 1 8

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COUNTI OF MARIN f DELOITTE CONSULTING LLp· " IMPLEMENTATION SERVICES AGREEMENT - I .

IMPLEMENTATION SERVICES AGREEMENT

This Implementation Services Agreement (the "Agreement") by and between The County of Mariri, California, a political subdivision of the State of California (the "C;ounty");and Deloitte Consulting LLP, a Delaware limited liability partnership having a principal place of business at 1633 Broadway, Ntw York, New York 10019-6754 ("Vendor'), consisting of pages I through 40 hereof (collectively, the '''Terms and Conditions") and the various tables, Schedules, Exhibits, and other content that precede or follow the Terms and Conditions, is entered into and made effective as of March 29,2005 (the "Effective Date"). Vendor and the County are each referred to herein as a �'PartY' and are collectively referred to h,erein as the UParties:�

In consideration of the premises and the mutual covenants set forth herein� and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, Vendor and the County, intending to be legally bound, hereby agree as follows:

1. BACKGROUND AND PURPOSE

1.1 County?$ Requirements

The County 4esires to implement a comprehensive, integrated, enterprise resource planning ("ERP") system to support the County's financial and human resource management (and possibly certain other)

<,activities and operationS and that' is appropriately configured to at least meet the current needs .of a governmental entity of the nature, size, and complexity of the County (including the COu:nly�s obligations to p�ovide SeIVices to its Affiliates, as defined below). The County also deSires to obtain certain teclu;tical consulting; systems integration, customization, software configuration, traip.ing, and other services related to the planning, validation, development, implementation, and support' of such a system. As used in this Agreement, the term «Affiliate" means: (i) with respect to' VendQf, any person or entity iliat, at any given time, directly or indirectly, through one or more intermediaries: (a) Controls (as defined below) Vendor; (b) is Controlled by Vendor; or (c) is under common Control with Vendor; and (ii) with respect to the County, any of those agencies, bodies, boards, or' other gove�ental entities or organizations (including organizations �ch as, for example, special districts (e.g., school districts and fue districts), courts, joint power agencies, employee retirement boards, etc.) lo�ated in whole or in part

" within the jurisdictional boundaries of the County of Marin, California (or otherwise baving a reasonable, connection . to such County) and for which., at any give"n time, the County or any agency. department, or office of the County (including, for example, the Marin County Auditor-Con"trollef�s Office) provides information technology se[Vices� support, or operation or otherwise serves the infonnation technology needs o� currently inc1udil;tg those entities ..

, identified in Schedule 1.1 attached hereto. As used in this Agreemen� the term "Control" means the power (or, as applicable. the possession or exercise of the power) to direct or cause the direction of the managemen� governance, or policies of a given entity, directly or indirectly, through any applicable means (whether through the legal, beneficial, or equitable ownership, of more than fifty percent (50%) of the aggregate of all voting or equity interests or securities of such entity � through partnership. or through some other form !";>f ownership interest, by contract or other applicable legal document, or olherwise).

1.2 Ven�or's Experience

Vend()r has represented to the County and hereby reaffirms: (i) that Vendor possesses skills and experience copsistent with Vendor's position as a leader in the infonnatlon technology industry in implementing the my SAP Business Suite of software products, and related products made' available by SAP Public Services, Inc. ("SAP"), to be implemented under this Agreemen� (ii) that Vendor is a timely, competent, qualified, experienced provider of the types of related services that are required by the County. and that Ven<;ior is experienced in providing these types of services to governmental entities o"r a similar n�ture and size as the County. (iii) that Vendor is presently designated by SAP as one of its Global Services Partners and that it is experienced in working with SAP in such implementations; (iv) that Vendor has sufficient highly qualified personnel available that it shall assign to performance under this Agreement to allow Vendor to perform its obligations under this Agreement; and (v) that ,all of Vendor's technical personnel who will be engaged in any material performance under this Agreement have the appropriate prior experience in implemen�ing the currently available versions and releases of SAP Software, and that at least one of Vendor's personnel who will be engaged in perfonnance hereunder has achieved SAP's public

COUNTY OF MARIN f DELOITTE CONSULTING LLP IMPLEMENTATION SERV1CESAcREEMENT - I -

sector academy certification. Vendor has advised the County that it can fulfill and satisfy the, County's requirements, as stated in this Agreement, to provide leadership (including, but not limited to, with respect to general project leadership skills, change management experience, highly qualified and experienced personnel, industry-specific knowledge and best practices, and sound professional advice) to the County in connection with its project to implement a comprehensive ERP system and for such related servi�es as are described in Section 1.1.

1.3 Engagement

The County hereby engages Vendor to render all of the services described in this Agreement (the "Services") and to participate in the preparation of all of the deliverables described in this Agreement (the "Deliverables"). Vendor hereby accepts such engagement on the terms set forth herein and agrees to perform all such Services, and to participate 'in the preparation of all such Deliverables, in accordance with this Agreement. Notwithstanding the foregoing and any other provision in this Agreement, the Parties acknowledge and agree that all references to "Services," '<Deliyerables;' "Project," and "System" throughout this Agreement, as they relate to Vendor's performance, obligations, rights, or responsibilities, shall be deemed to mean only that portion reflecting Vendor's contribution thereto. For the avoidance of doubt, and by example only, Vendor shall not be responsible: (i) for Services that are not or were not to be performed by it or On its behalf; (ii) for that portion of any Deliverable with respect to which Vendor or its subcontract9fs did not or were not to provide or contribute; (iii) for that portion of the System with respect to which it or its subcontractors did not provide, implement or install; and (iv) to the extent that Critical Milestones are not met as a result of the acts or omissions of the Comity or third parties other than the subcontractors under the direction or control of Vendor.

2. THE PROJECT

2.1 General

Vendor shan be the prime contractor hereunder and. subj(!ct to and consist�nt with the terms and conditions of this Agreement, shaH possess or obtain the resources necessary and appropriate for Vendor's performance hereunder, as expressly identified herein-or in the Schedules and attachments hereto, but not including the resources to be procured, obtained, or supplied by the County (including the SAP Software, as defined below) .. The Services shall consist of the planning1 validation, development, implementation, configuration. customization, and tuning of a comprehensive, fully-integrated ERP administrative information system (the "System'

,) that, in

accordance herewith, provides all of the functionality (including all of the functionality and functional requirements identified in Appendix A, the "Functional Requirements Matrix," to the Statement of Work for Release I and Release II, as currently contemplated, which Statement of Work shall be completed by the Parties in accordance with Section 2.3 hereof) and meets the County's needs and requirements, as set forth in this Agreement (all such Services, tasks, and activities, collectively. the "Project»} In peIforming the Services and providing the Deliverables, Vendor shall at all times take appropriate advantage of and, unless expressly directed otherwise by the County. implement or incorporate with regard to the System. best business practices for governmental entities that are generally consistent wit� those of nationally recognized SAP software implementers, as they related to the Project and the SAP Software. Throughout the Project, Vendor shall provide such experience, consulting assistance, and recommendations as are consistent with Vendor's position as a leader in tbe Information technology industry and necessary to the success of the Project. Vendor understands and acknowledges the importance of this Project and the timeliness 9f Vendor's perfonnance hereunder to the County, and Vendor agrees to provide resources and attention to the Project in a timely manner, and to have one or more members of Vendor's principals or directors within Vendor's Enterprise Applications practice aware of the status of the Project throughout the Term, in accordance with this Agreement.

2.2 SAP Software

It is anticipated that the System will include, but may not necessarily be limited to, proprietary software programs of SAP that the COQnty has licensed or intends to license, as applicable, directly from SAP pursuant to one or more separate written agreements (such programs, coJIectively. the «SAP Software':). It is expressly understood and agreed by the Parties that Vendor shall implement the SAP Software hereunder with only such custom software programming, and such other customizations and modifications to the programming code of the SAP Software, as are specifically set forth in any of the Schedules or other attachments to this Agreement, or approved in advance and in writing by the County. on a case-by-case basis� which approval shall not be

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uru-easonably withheld_ Vendor shall use commercially reasonable efforts to utilize the configuration capabilities and other features of the SAP Software to appropriately configure and adapt )t, to the extent reasonably practicable witho�t writing custom software code, to the County's needs, requirements, and b-usiness practices, as stated in,this Agreement, recommending to the County, when necessary and appropriate, business practice changes that conform to industry best practices. In no event shall Vendor develop or implement any customizations and modifications to the SAP Software, develop or implement any other custom software programming, or otherwise alter or modify the SAP Software or any other third-party software licensed by the County, in a manner that materially and adversely affects the County's rights under any applicable license agreement with SAP or any other third-party software licensor. When designing or proposing any customizations or modifications to the SAP Software .. Vendor shall reasonably inform the County of the maintenance implications thereof.

23 Project Releases and Releases

As further described below in this Section 2 and the other Schedules to this Agreement, the Project shaJJ, unless otherwise mutually agreed in writing by the Parties, be structured into the foJlowing major functional releases (each, a "Release"): (i) "Release J," consisting of implementation of SAP Software modules relating to the core financial operations of the County, including SAP Software modules relating to general ledger/budget control, accounts payable, purchasill:g, accounts receivable/revenue receipt, project accounting, grant accounting, and fixed assets; (ii) ··Release II," consisting of implementation of SAP Software modules relating to the core human resources and payroll operations of the County, induding SAP Software modules relating to human resources, benefits administration, and'payroll operations, as well as budget preparation and work order management; and (iii) optionally, at the sole discretion of the County, "Release Ill," consisting, as currently anticipated and as may hereafter be mutually agreed upon, of implementation of the mySAP CRM (Customer Relationship Management) and .SRM (Supplier Relationship Management) SAP Software modules and of interfaces to the County's geographic infonnation systems (currently ESRI). as such implementation work and efforts, and the terms and conditions pertaining thereto, may, if performance of Release III is requested by the County, be mutually agreed upon by the Parties in vrriting, as described below. Each Release of the Project shall consist of various "<Phases," Vendor's performance of all of the Services, tasks, and activities, as well as Vend.or's provision of all of the Deliverables, that relate to a Release and each of its Phases shaJJ be described in one or more "Statements of Work" mutually agreed upon in writing by the Parties (inc1uding any document that references and incorporates the tenns of this Agreement, declares that it·is a Statement of Work entered into under �his Agreement) and has been executed by an authorized representative of each Vendor and the County). The Parties agree to work diligently and in good faith to finalize and complete the currently incomplete and unfinished Statement of Work that shall apply to Release I and Release II of the Project within thirty (30) days after the Effective Date and in such a manner as to not require any increase in either the· Project Fee Cap or the Training Services Fees that are respectively specified in Section 6_ 1 -2. If a mutually agreed upon, finalized version of such Statement of Work is not executed by a duly authorized representative of each Vendor and the County within such thirty (30) day period, then, notwithstanding anything to the contrary elsewhere herein, this Agreement shall tenninate at the end of such period and all perfonnance hereunder shall immediately cease. In addition, Vendor shall not commence perfonnance of any Services hereunder uqless and until such Statement of Work is finalized and executed by the Parties, and in no event shaH the County be required to pay for any time expended by any Vendor Personnel prior to the execution of such Statement of Work In the event and to the extent that any Statement of Work conflicts with or modifies any provision of an earlier Statement of Work, the terms of the later Statement of Work shall prevail and control, except that any alteration, modification, or other change to the requirements or provisions of the Functional Requirements Matrix attached as Appendix A to the Statement of Work for Release I and Release JI of the Project must be specifically identified as such an alteration, modification, or change in a Deliverable or other document mutually agreed upon in writing by the Parties_ Included among the Deliverables provided by Vendor during each Release shall be reasonably detailed documentation on aU p-ortions o( the System as implemented during such Release that is sufficient to enable the County to use, operate, and maintain the System (to the extent then implemented) in the County's environment and that otherwise meets the requirements of this Agreement. Unless expressly provided otherwise herein or in an applicable Statement of Work, Releases o f the Project may be performed in parallel (Le_, simultaneously active) and need not be conducted serially_ Each Release of the Project shall be deemed completed upon the successful completion of each of its component Phases. and of the Services, DeHverables, tasks, and activities to be provided by Vendor in all material respects, during such Release and each such Phase, in accordance wilh the terms of this Agreement, and issuance. or deemed issuance, as' the case may be, of the County's Post-live Acceptance or Acceptance, as applicable" of all of the foregoing, in accordance with Section 13 .

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2.4 Critical Milestones

Each Release and Phase shall be performed or implemented in accordance with the critical milestone dates CCritical Milestones,") set forth in Schedule 2.4 attached hereto (and any other such dates mutually agreed to in writing by the Parties from time'to time) and in accordance with the Project Plan described in Section 2.57 below. In the event of any conflict with respect to the dates corresponding to any events, tasks, or activities that are both specified as Critical Milestones and set forth in the Project Plan, the Critical Milestones shall control (except when a date is simply specified more precisely in the Project Plan than it is as a Critical Milestone, e.g., the Project Plan indicating March \ 5, 2005 while the Critical Milestone for the same event is specified as March 2005). The Parties acknowledge, however, that the Schedules and attachments hereto are based on the parties' good faith understandings and expectations that apply at the time such Schedules and attachments are executed and that the specific start and stop dates contained therein are estimates that may need to be revised from time to time. Such dates are not intended as firm performance dates unless expressly identified in Schedule 2.4 attached hereto, or in a Statement of Work, as a "Firm Performance Date." Vendor agrees to notify the County promptly in writing if it expects or encounters significant delays in completing the Services. In the event of a failure to meet a Critical Milestone, the parties shall follow the procedure set forth in Section 2.10 below.

2.5 Project Plan

Each of the Parties shall perform its obligations hereunder materially in accordance with the "Project Plan," the initial draft of which shall be produced by Vendor (with the reasonable cooperation, input, and assistance of the County), shall be consistent in all material respects with the applicable Statement of Work and any "Workplan" described or included therein, and shall be delivered to the County in accordance with the s.-hedule provided in such Statement 'of Work. Unless otherwise mutually agreed in a Statement of Work entered into hereunder, the County will maintain and update, as mutually agreed upon by the Parties from time to time (in accordance with this Agreement and the Project governance procedures agreed upon by the Parties), the Project Plan throughout tbe duration of the Project and will make the then-most current version of the Project Plan available to Vendor at all times_ The Project Plan win, at any given time, describe in detail the various activities, tasks, and responsibilities (including the hours planned to be expended therein, on a task-by-task basis), task start dates and completion dates, and task interdependencies, then planned to be performed by each of the Parties as part of the Project, in accordance with the applicable Statement of Work Vendor shaH at aU times cooperate with, assist, and provide input to the County in a timely manner in updating and maintaining the Project Plan. The Project Plan shall be created, updated, and stored using a current version of Microsoft Project. Throughout the Project, each Party shall diligently and accurately monitor, track, and record the number of hours actually expended by it and its subcontractors with respect to each respective task and activity in comparison with the Project Plan, and each Party shall make these records of such hours available to the other Party upon request.

2.6 Data Conversion

In accordance with each applicable Statement of Work, the Project Plan, and the Critical Milestones, during each Release of the Project, the County. with the cooperation of Vendor. as described in the Project Plan, shall appropriately extract, transforin or convert, load into the System (to the extent implemented through such Release), and validate following such loading, all of the data contained in the County's systems that are related to such Release and the business processes or functions and SAP Software associated therewith, so that an appropriate and representative sample of such data is available for the Pre-live Testing Period (as defined in Section 13.1), and all such data are readily accessible and usable through the System (to the extent implemented througb such Release) by the County during Live Testing (as defined in Section 13.2), for such Release. With respect to such extracting, transform�ng or converting� loading and validating of the County's data, Vendor shall perform tbe tasks specified as the responsibility of Vendor in the Statement of Work and the Project Plan . The County shall load all such data into the System (to the extent implemented through such Release) with the assistance of Vendor, in accordance with the Project Plan, and the County shall provide Vendor with the necessary access to such data, and any reasonably requested information, cooperation, and assistance in performing such activities_ The County acknowledges that it is responsible for the integrity of such data prior to transfonnation and conversion. Vendor shall promptly restore (or, if so directed by the County, assist and guide the County in restoring) any of the County's data from tbe County's data archives (i.e., from tbe most recently available backup copy of such data, unless otherwise directed by the County) to the extent that any direct or indirect l.oss, destruction, deletion, or

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alteration of such data is caused by or results from negligence or willful misconduct of Vendor or its subcontractors (or any of the Vendor Personnel), in connection with performance of Vendor's obligations under this Agreement

2.7 Training; Documentation

In addition to the obligations described above in this Section 2. and in accordance with all applicable Statements of Work, the Project Plan, and the Critical Milestones, Vendor shall, as part of the Services provided under any given Statement of Work, recommend and provide any necessary and appropriate training for the County's Project Team (as defined in Section 3.2), which training shall he provided at the appropriate times during the Project, so that such personnel are sufficiently trained in the methodology and tools for their assigned duties in connection with the Project. One or m�re Vendor consultants engaged in performance hereunder shall have some knowledge of the specific release of the SAP Software to he implemented hereunder, as neces�ary and appropriate with respect to the areas and functionality identified in the release notes as having changed in such release, in comparison with the previous release of the SAP Software, where such consultant's duties hereunder include or involve such changed areas or functionality_ Vendor shall also deliver to the County, in accordance with the Project Plan, system administration documentat

.

ion that will reasonably allow the County's information \ technology ("IT") staff to operate, .support, and maintain the SAP Software and the System, as specifically � implemented in the County's environment, following the conclusion of the Project J

2.8 Organizational Change Management

Throughout each Release and Phase of the Project, and in accordance with the Project Plan, Vendor shall utilize a strategic organizational change management approach and methodology, and regularly provide the County with recommendations. advice. and direction regarding cultural change within the County's organization, such that the County is positioned to realize the benefits of, and effectively utilize, the System and the SAP Software consistently with the business processes and practices set forth in the applicable "blueprint deliverable" (i.e., the Deliverable documenting the "Blueprint" Phase of each Release) with respect to which the County has issued its Acceptance hereunder. Such approach, methodology. recommendations, advice, and direction shaH be tailored to the County's particular culture and environment and the specific organizational and political issues that arise during the Project. During each Release and Phase of the Project, Vendor shall promptly develop (subject to the County's review and approval. and any modifications by Vendor necessary in connection therewith), and thereafter maintain throughout the Project and regularly share with the County, a strategic change plan that appropriately addresses risks and barriers that are anticipated or actually encountered with regard to the Project and that is tailored to the documented business case for the Project ("<Business Case") and the unique characteristics of the County's organization with regard to dealing with change (the "Strategic Change Management Plan"). The Strategic Change Management Plan shall provide direction to the County regarding actions that need to be taken amI communications that should be made in order to drive necessary change throughout the County's organization. More specifically, the items addressed by the Strategic Change Management Plan with regard to each Release and Phase of the Project shall include change planning, change leadership training and development, necessary realignment of the County's respective organizations, effective' processes for managing resistance to change,

, communications planning, change technology transfer, and methodologies for continuous improvement (e.g., the ongoing assessment and meaSllrement of change that is realized by the County).

2.9 Compatibility and Integration

Vendor shall provide Services to the County in accordance with the Project Plan and all applicable Statements of Work so that the System, the Services, the Deliverables, and other resources and materials (collectively, the "Provided Resources") that are provided by Vendor to the County, incorporated into the System by Vendor, or approved or recommended by Vendor for use by the County in connection with the use or operation of the System, shall be fully compatible with, and shall not materially and adversely affect, or be materially and adversely affected by, each other or the other hardware, software. equipment, network components, systems, services, and other resources that are owned or leased by, or licensed

'to, the County, as of the EfIeG;tive Date

(collectively, the "the County Resources"). To the extent specified in any given Statement of Work, Vendor shall develop. modify, or implement any interfaces that are necessary or requir�d for the Provided Resources to integrate fully and successfully, and be compatible, with the County Resources. Vendor shall cooperate and work as requested with the other service providers of the County to coordinate the development of the System and the provision of Services with the services and systems of such other service providers. Such coordination shaH

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include: (i) facilitating with such other relevant service providers the timely resolution of all problems that may arise and impact tpe System, the Services, or the Deliverables, regardless of the actual or suspected rc:,ot-cause of such problems, and using all commercial1y reasonable efforts to obtain and maintain the active participation, cooperation, and involvement of such other service providers as is required for such problem resolution; Oi) providing infonnation concerning any or an of the Proviqed Resources or the data, computing environment. and technology direction used in implementing the System and providing the Services and Deliverables; (iii) working and cooperating with SAP, as the licensor of the SAP Software, as reasonably necessary; (iv) working with the County's other service providers in the implementation and integration of the System, the Services, and the Deliverables with the County Resources in the County's environment and, as provided in each applicable Statement of Work, in the integration and interfacing of the services of such other service providers with the System, the Services, and the Deliverables; (v) providing access to and use of the Provided Resources· by the County and its third-party service providers, as reasonably ntycessary or requested; and (vi) perfonning other reasonably n�cessary tasks in connection with tlie System, the Services. and the Deliverables, as such tasks are set forth in a S�atement of Work. in order to accomplish the foregoing activities described in this sentence. In the event of any dispute between the Parties as to whether a particular service or function falls within the scope of the services to he provided by the County's third-party service providers (or by the County itself), or within the scope of Services to be provided by Vendor hereunder. Vendor shall actively manage and participate in such dispute and shaH use commerciaBy reasonable efforts to facilitate the participation and cooperation of all other entities involved in such dispute. If any of the activities described above in this Section require the disclosure of any propriet¥Y infonnatjon or Confidential Information (as defined in Section 8) of Vendor to any third-party service provider of the County, such third party shall be required to enter into a reasonable confidentiality agreement with the County. with terms no less restrictive than those of this Agreement regarding the protection of such Confidential Infonnation.

2_10 Root-Cause Analysis and Resolution

Within forty-eight (48) hours after Vendor's discovery of, or, if earlier, Vendor's receipt of a notice from the County in respect of, either a failure to meet a Critical Milestone caused in whole or in part by Vendor orVendor's material failure to provide any of the Services or Deliverables in accordance with this Agreement, Vendor shall promptly: (i) perform a root-cause analysis ("Root-Cause Analysis") to identify the cause of such failure; (ii) use commercial1y reasonable efforts to correct such failure; and (iii) provide the County with a written report detailing the cause of, and procedure for correcting, such failure and recommending reasonable steps to be taken to avoid the recurrence of such failure. Vendor shall be compensated (at the Applicable Hourly Rates, as defmed in Section 4.4.1) for time reasonably expended in performing such a Root-Cause Analysis, to the extent that such failure was caused by the County or third-parties not under the direction or control of Vendor (j.e., using an al1ocation based on relative contnoution to such failure).

'

2.11 Task Delineation

The Parties have attempted to delineate in this Agreement and its Schedules and Exhibits (including in Statement of Work attached hereto), and shall attempt to delineate in any other Statement of Work executed in accordance herewith, the specific tasks, activities, and Services that shall be perfonned by Vendor, and the specific Deliverables that shall he provided by Vendor, in the Project and each Release and Phase thereof. Nevertheless, the Parties acknowledge and agree that no such delineation of the specific tasks or activities may possibly be entirely exhaustive or complete in every detail. The parties agree to work in good faith to resolve any disputes about the meaning or interpretation of descriptions of tasks, activities, Services and Deliverables set forth in this Agreement and its Schedules and Exhibits.

2_12 Non-Exclusivity

Nothing herein shall prevent the County or its Affiliates [rom providing for themselves or obtaining [rom any third party, at any time during the Term (as defined in Section I U) or thereafter, any type of products or services (other than those' then within the scope of Services hereunder) that are in any way similar or related to the Services, the Deliverables, or the System, as applicable, or any other products, goods, Or services. In the event that the County or any of its Affiliates elects to provide for itself (or engages third parties to provide for it) any such similar Or related products, goods, or services, Vendor shall provide to the County. its Affiliates, or their respective designated service providers, such reasonable cooperation and assistance, and acces's to the employees and subcontractors of Vendor, as is necessary to enable and facilitate the integration and interfacing of ' such other . �

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products and services with the System, the Services, and the Deliverables as may be mutually agreed upon in writing by the Parties. Vendor shall be compensated at the Applicable Hourly Rates for time reasonably expended in providing such cooperation and assistance. Vendor shall not interfere with, or take any action against, the County, any of its Affiliates, or any such third party from whom the County or any of its Affiliates obtains, or seeks to obtain, any such products Or services.

3. PERSONNEL

3.1 Vendor's Personnel

3.1.1 Vendor's Key Personnel

Vendor shall initially assign each of the individuals identified in Schedule 3. I. I attached hereto to the respective positions indicated therein with respect to the Project (all such individuals and any replacements th�refor, and any other successors to such positions, collectively, Vendor's «Key Personnel"). Each such individual shall be subject to the County's interview and approval, and Vendor shall make the individuals who are identified in Schedule 3.1 . 1 available for interviewing by the County promptly after the Effective Date, at the time �nd place reasonably designated by the County . . Any such individuals not approved by the County shall be promptly replaced by Vendor in accordance with Section 3.1 .7. Vendor represents that each of the individuals performing Services, or otherwise engaged in fulfilling Vendor's obligations, at any given time, hereunder shall be appropriately qualified, traine,d, skilled, knowledgeable, and experienced for the respective positions and duties to which assigned (including that all such individuals shall each personally have significant prior experience, in equivalent positions and"performing equivalent duties, with SAP software implementation and integration projects for governmental entities prior. to being so assigned) and shall be pennitted by Vendor to devote sufficient time to the Project to appropriately fulfill the duties to which respectively assigned, in accordance with best industry practices. Vendor shall not, without obtaining the County's written consent at least thirty (30) days in advance (which consent shall be in the County's reasonable discretion) replace or reassign any of Vendor's Key Personnel, if doing so would require the alteration or reduction of such jndividuafs contribution to, or involvement with, the Project If any of Vendor�s Key Pe�sonneI is reassigned� becomes incapacitated, unable to perform services because of a grave personal circumstance, or ceases to be emp10yed by Vendor) and therefore becomes unable to perform the functions or responsibilities that had been assigned to such person, Vendor shall promptly replace such person with another person at least as well qualified to perform such functions and responsibilities as the person being replaced and the County shall have the right to interview and approve each such replacement" each in accordance with Section 3.1.7. Vendor shall notify the County as SOOn as reasonably possible after becoming aWare of the need for any such replacement or reassignment of Vendor's Key Personnel and shall exercise commercially reasonabie efforts to minimize the number of such replacements and reassignments. In making any such replacement or reassignment of Vendor's Key Personnel, Vendor shall ensure wherever reasonably possible that there is a period of overlap during which the person being replaced transfers appropriate knowledge and provides appropriate training to the new holder of the position (except to the extent that such period is made imposs(ble, due to circumstances beyond Vendor's reasonable control), and the County shall not be charged for time spent by the replacement individual until appropriately oriented, trained, and knowledgeable with regard to the Project (which shall be deemed to be: (i) with regard to a replacement of Vendor's Project Manager, a period of the first eighty (80) hours worked by the replacement Project Manager in such position; (ii) with regard to a replacement of Vendor's ,Project Director, a period of the first three (3) calendar weeks (on a part-time basis, consistently with the. duties and the requirements of this Agreement) worked by the replacement Project Director in such position; and (iii) with regard to a replacement of any of the Key Persormel other than Vendor's Project Manager or Vendor's Project Director, a period of the first forty (40) hours worked by such replacement individual in such position).

3.1.2 Vendor's Project Manager

Vendor represents that the individual designated as Vendor's "Project Manager'"' in Schedule 3. 1 . 1 , and any replacement holder of such position, is an appropriately qualified and experienced manager who is knowledgeable of SAP implementations for governmental entities of the nature, size, and complexity of, and having infonnation systems' requirements and needs similar to" the County, and who has served in a position

' equivalent to Vendor's Project Manager hereunder in at least two (2) prior such implementations. Vendor"s Prqject Manager shaH at all times: (i) act as the primary liaison between Vendor and the County?s Project Director; (ii) have overall responsibility for directing all of Vendor's activities hereunder; (iii) be dedicated to the Project on a

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full-time basis (i.e., at least forty (40) hOltrs per week); and (iv) be vested with the necessary authority to fulfill all of ·the responsibilities of Vendor's Project Manager described in this Section, inc1u�ing the authority to agree to and execute amendments to this Agreement on behalf of Vendor, unless such authority has been previously and specifically limited by Vendor and Vendor has provided the County with a writing evidencing such specific limitation.

'

3.1.3 Vendor's Project Director

Vendor represents that the individual designated as Vendor's "Project Director" in Schedule 3.1 . 1 , and any replacement holder of such position, is ,m experienced executive who: (i) is generally knowledgeable of industry best practices with regard to SAP software implementations and how such practices apply to goverrunental entities in general and to the County, its business operations and related

" activities, and its

infonnation systems, requirements, and needs, in particular; and Oi) has significant prior experience in SAP implementations for governmental entities of the nature, size, and complexity of, and having infonnation systems' requirements and needs similar to, the County. Vendor's Project Director shall at all times: (a) Serve as a member of the Steering Committee (as defmed in Section 4.3); (b) have overall responsibility for managing all of Vendor's personnel and other resources that are engaged by Vendor hereunder; and (c) participate in Project activities as necessary and in accordance with the Project Plan.

3.1.4 Additional Vendor Personnel

In addition to the individuals identified by name in Schedule 3.U, Vendor shall also assign such additional personnel fa the Project, and shall engage such third-party consultants and subject matter resources with specific knowledge in appropriate technical areas, as are necessary, sufficient, and appropriate to fulfill all of Vendor's obligations in accordance with this Agreement. The County shall have the right to interview and approve each such additional person, which approval shall not be unreasonably withheld, delayed, or conditioned.

3.1.5 Employee Qualification and Verification Process

Subject to and in accordance with applicable law, prior to assigning an individual to perform Services hereunder, Vendor shall h;:1ve appropriately verified, at Vendor's sole cost and expense, the qualifications of such individual· in accordance with Vendor'S personnel policies, which shall include verifying relevant employment history, conducting reference checks, verifying technical training or education completed or degrees awarded, verifying immigration status, conducting a security background check that includes investigation and identification of all state or federal felony convictions of such individual, and any criminal charges pending against such individual, at any time during the immediately preceding five (5) years. Only individuals who reasonably pass such. investigation, considering aU relevant factors, may be assigned to the perfonnance of the Services. At the request of the County, at any time, with respect to any individual, V cndor shall promptly deliver a written statement to the County certifying that Vendor has performed, and the subject individual has passed, such verification procedures as are set forth in this Section. Subject to compliance with applicable laws and regulations, the County may reject the assigmnent of any of the proposed or existing Vendor Person (as defined below) based upon the results of the verification procedures set forth in this Section, and Vendor shall promptly fill the position of any individual so rejected with an appropriately qualified person, in accordance with this Agreement. As used in this Agreement, UVendor Personnel" means Vendor's Project Director) Vendor's Project Manager, the other Key Personnel, all other employees of Vendor, and all employees of subcontractors of Venqor, who are providing the Services at any time during the Tenn. An individual within such description is a '�Vendor Person." At any time, and from time to time during the Tenn, upon the request of the County, Vendor shall provide the County with a list of all persons who at such time are Vendor Personnel, which list shall include the positions occupied by each such person.

3.1.6 Training

Vendor shall provide, or shall have provided, as part of the Services, all such techniCal and interpersonal training to the Vendor Personnel as may be necessary and appropriate for them to collectively perform, on behalf of Vendor, all of Vendor's duties under this Agreement. In no event shall the County be responsible in any way for any training of any Vendor Personnel.

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3.1.7 Replacement of Personnel

Notwithstanding anything to the contrary elsewhere in this Agreement, if the County reasonably believes that the perfonnance or conduct of any Vendor Person? or any subcontractor of Vendor's, is unsatisfactory for any lawful reason, or does not comply with the requirements of this Agreement, the County shall so notify Vendor and Vendor shall promptly (within no more than two (2) business days) and appropriately address the perforrnanc,e or conduct of such person. or, at the County's request, immediately remove and promptly replace such person with another person acceptable to the County who meets all of the applicable requirements described in this Section 3.1 . Vendor shall use commercially reasonable efforts to provide or engage such a replacement in the performance of the Services hereunder: (i) on a temporary basis, within no more than four (4) business days after receipt of such a request from the County. if a non-temporary, full-time replacement is not immediately readily available; and (ii) on a non-temporary, full-time basis within, in any event, no more than fifteen (15) business days after receipt of such a request from the County. As used in this Agre�ment, the term «business day'" refers to any Monday, Tuesday, Wednesday, Thursday, or Friday, excluding holidays observed by the County, in any given year.

3.2 The Counly's Personnel

The County shall initially assign each of the individuals identified in Schedule 3. 1 . 1 attached hereto to the respective positions indicated therein with respect to the Project (colIectivelY1 the County�s «Project Team"), including the County's "Project Director" identified therein. The County's Project Director shall at all times: <a) act as the primary liaison between the County and Vendor's Project Director; (b) have overall responsibility for directing all of the County's activities hereunder and the Project as a whole; and (c) be vested with the necessary authority to fulfill all of the responsibilities of the County's Project Director described in this Section, including the authority to coordinate and arrange for execution o.f amendments to this Agreement on behalf of the County, unless such authority has been previously and specifically limited by the County and the County has provided Vendor with a writing ev:idencing such specific limitation. In the event of the unavailability of the County's Project Director, the County will make promptly available, so as to not delay the Project, such suitable substitute as the County shan deem appropriate at the time. In addition to the County's Project Director, the Colinty shall also assign such additional personnel to the Project as it deems necessary and appropriate to fulfill the County's obligations in accordance with this Agreement, including any necessary or appropriate «Subject Matter Experts." If any member of the County's Project Team is reassigned, becomes incapacitated, or ceaSes to be employed by the County, and therefore becomes unable to perform the functions Or responsibilities that had been assigned to such person, the County shall promptly replace such person with another person at least as well qualified to perfonn such functions and responsibilities as the person being replaced_

33 The County's Policies and Procedures

3.3.1 General

Vendor covenants that it, the Vendor Personnel, any subcontractors of Vendor and their respective employees, and all other agents and representatives of Vendor or its subcontractors, shall at all times comply with and abide by all policies and procedures of the County that reasonably pertain to Vendor or Vendor's performance hereunder (to the extent that such policies and procedures, as they may exist or be revised or established by the County from time to time, have been provided to Vendor in writing and in advance of when compliance is required, such that Vendor has a reasonable opportunity to comply therewith, and to the extent that such policies and procedures do not conflict with this Agreement or increase the cost or time of Vendor's penonnance of its obligations hereunder by more than a de minimis amount), including all such policies that pertain t.o conduct on the County's premises7 use or possession of contraband, or the access to. or use or secuJjty of, the County's infonnation techilology, data, or resources, or related systems, networks, equipment, property. or facilities_ Written copies of such policies and procedures of the County shall be provided to Vendor prior to execution of this Agreement Prior to performing Services hereunder, each of the Vendor Personnel who will have access to the County's data, software, or other Confidential Information shall be bound by confidentiality obligations to Vendor that are consistent with, and are sufficient to allow Vendor to meet, Vendor's obligations of confidentiality under this Agreement. Vendor shall issue to each Vendor Person appropriate access mechanisms (e.g., access IDs, passwords, and access cards), which mechanisms shall be used only by the specific individuals to whom issued. Vendor shall provide each Vendor Person with only the level of access that is appropriate and required to perform the tasks and functions for which �uch person is responsible_ Vendor shall, from time to time, and promptly upon the County's

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request, provide the County with an updated list of those Vendor Personnel who have the highest level of access to the County's systems, software, and data. Vendor shall comply with the policies and procedures regarding the confidentla1i�y·and security of the County's information systems, networks, software and data in accordance with the tenns of this Agreement, and shall; in any ev�nt, and consistently with this Agreerp.ent, treat all such materials with a level of secnrity at least equivalent to that then being maintained by: (i) the County with respect to such materials; or (ii) Vendor with respect to its own similar systems and data. Vendor shall reasonably cooperate with the County in ensuring Vendor's compliance with the policies and proceduft'(s described herein, and any violations or disregard of such policies or procedures shall, in addition to all other available rights and remedies of the County, be cause for denial of access Or use by the applicable Vendor Personnel to the County's information systems, networks, equipment. property, and facil�ties.

3.3.2 Network Security

Vendor shall provide each of the Vendor Personnel with personal computers appropriate for them to perfomi their assigned duties. Before any such personal computers may be attached or in any way cOImected to the County's networks, it must at least meet all of the applicable standards and requirements of the County's reasonable and applicable policies (including those relating to computer virus protection and the like), to the extent that such policies, as they may eXist or be revised or established by the County from time to time, have been provided to Vendor in writing and in advance of when cOIf:1pliance is required, such that Vendor bas a reasonable opportunity to comply therewith,. and to the extent that such policies do not conflict with this Agreement or increase the cost or time of Vendor's perfonnance of its obligations hereunder by more than. a de minimis amount. Vendor shall thereafter maintain each such PC in compliance with such standards and requirements. For example, and not in limitation or restriction of such standards and requirements, on each such PC, Vendor shall be actively running an appropriately licensed copy of a nationally known anti-virus protection software at all times when used in connection with the Project. Vendor will immediately remove from the County's computing networks any computing device used !Jy any of the Vendor PersOImel, or by any of Vendor's subcontractors or their respective personnel, if the ·County reasonably detennines that any such device contains any programs, subroutines, code, instructions, data or functions, (including viruses, worms� date bombs, time bombs. bots, or spy-ware), the purpose of which is to intentionally cause the network or system in which it resides to cease operating, or to damage, interrupt, interfere with or hinder the operation of any networ� any systems, any software or data contained in any of such network Or systems, or any other system with which any such network is capable of communicating. Vendor further agrees to cooperate with the County's network security personnel and to remove any such device

. from the County's COII;lputing networks.

3.4 Conduct on the County's Premises

Vendor shall exercise due care and diligence to prevent any injury to persons or damage to property while on the County's premises. The operation of vehicles by any Vendor Person on the County's property shall conform to posted and other regulations and safe driving practices. Vehicular accidents on such property and involving any Vendor Personnel shall be reported promptly to the appropriate County personnel. Vendor covenants that it and its subcontractors, and their respective employees, agents, and representatives (including all Vendor Personnel), shall at all times comply with, and shall at no time take no action that results in the County being in violation of, any federal, state, or local law, ordinance, regulation, or rule, including those regarding use or possession of contraband and those regarding confidentiahty, privacy, security, or exportation.

3.5 Use of Affiliates and Subcontractors

Vendor shall not subcontract all or any part of the Services to be performed hereunder (excluding subcontracting to an Affiliate (as defined below) of Vendor) without the prior written consent of the County, which consent may be withheld in the County's reasonable discretion, except that the County hereby approves the use of the subcontractors identified on Schedule 3.5. Vendor currently intends to use Ariston Consulting & Technologies Inc., with offices at 6046 Cornerstone Court West, Suite 136, San Diego, CA ("Ariston") as one of Vendor's subcontractors under this Agreement with regard to issues specific to the integration and implementation of the specific release of the SAP Software that the County intends be implemented in the Project. Vendor agrees to, in good faith, use commercially reasonable efforts to· agree upon terms with Ariston under which Ariston shall be so engaged as a subcontractor of Vendor's hereunder. SimilarIy� Vendor currently intends to use SAP as a subcontractor with regard to blueprint review and with regard to end-user training in the Project and to engage Joe

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Thompson7 a former SAP employee and instructor, to provide public sector-specific knowledge, experience, and training hereunder. Vendor agrees to, in good faith. use commercially reasonable efforts to: (i) agree upon tenns with SAP under which SAP shall be so engaged as a subcontractor of Vendor's hereunder; and (ii) agree upon terms with Joe Thompson under which he shall be so engaged as a subcontractor of Vendor's, or as one of the Vendor Personnel, hereunder. Vendor shall notify the County in writing from time to time (at least once each calendar quarter) of the percentage of the total number of hours then anticipated to be required in the performance of the Services pursuant to this Agreement that Vendor has then subcontracted out to third parties (including the subcontractors identified on Schedule 3.5), and Vendor sball be required to obtain tbe prior written consent of tbe County (wbich consent shall not be unreasonably withheld) before such percentage is permitted to exceed thirty-five percent (35%). Vendor shall not be relieved of its obligations under this Agreement by use of any Affiliates or subcontractors and all such performance of such Serv.ices by each such Affiliate or subcontractor shall at all times be in accordance with tbe terms and conditions of this Agreement. Vendor shall be and remain fully responsible and liable for the performance qf any such Affiliate or subcontractor (and any oftheir respective personnel in connection with the perfonnance of the Services) and for all acts and omissions of any of the foregoing persons or entities in connection with the performance of their respective duties under this Agreement, and for fulfilJiilg all of Vendor's obligations under this Agreement. Prior to performing any Services, each subcontractor to whi

'ch the County

consents shall execute a confidentiality agreement with Vendor that imposes obligations with respect to Confidential Information of or about the County that are at least as restrictive as those set forth in this Agreement. Inhe County determines, in its reasonable discretion, that the perfonnance or conduct of any of Vendor's subcontractors hereunder is unsatisfactory, the County shall notify Vendor of such detennination (if not in writing, then to be confirmed in writing at Vendor's request), indicating the reasons therefor, and Vendor shall promptly take all necessary actions to immediately remedy the performance or conduct of such subcontractor and, if so requested by the County, to promptly cease using such subcontractor-

4. PROJECT ADMINISTRATION

, 4.1 Project Status Reports

At least once each week throughout the Tenn, Vendor shall assist and cooperate with the County in delivering to the County's Project Director a .written report summarizing the status and progress of the Project during the previous week, including problems that have occurred and qould delay the Project or Vendor's performance of anticipated activities and problems anticipated during the upcoming month (each such report. a "Status Report"). Each Status Report shall be of the form and format reasonably required by the County and, shall include: (i) the current status and progress of the Project and each applicable Release and Phase of the Project, the performance of the Services and the provision of the Deliverables, and the development of the System, inclUding reasonable detail with regard to how such status and progress compares to the Critical Milestones, the Project Plan, any schedules or deadlines set forth in the Project Plan, and the Business Case; (ii) any actual delays; (iii) any reasonably anticipated delays; (iv) any failures, or correction of any failures, with regard to the Project, the Services, the Deliverables, or the System; and (v) such other information as the County may reasonably request from time to time. In addition, Vendor shall provide to the County, in a timely manner and in the form and fonnat set forth in a Statement of Work or otherwise mutually agreed upon in writing by the Parties,· any reports that are identified or described in any Statement of Work hereunder and such other reports as are mutually agreed upon by the Parties in writing from time to time with regard to the System, the Project, or performance hereunder. Each Status Report and all other documents and reports submitted to the County by Vendor in connection with this Agreement shall be created and stored using a then-current and compatible version of a Microsoft Office product (e.g_, Word, Excel, Access, or Powerpoint) for the Microsoft operating system platforms then used by the County.

4.2 Project Status Meetings

Each month during the Term, at the time and location reasonably designated by the County, Vendor's Project Director and other appropriate Vendor Personnel shall meet in person (or, if approved by the County, via teleconference) with the County's Project Director and other . appropriate members of the County's Project Team for the purpose of reviewing and discussing the status and progress of the Project, the achievement of the goals and objectives of the Business Case, and the developmenl and implementation of the System, during the preceding month, including with regard to any problems that have occurred and could delay or impact performance of anticipated activities, and any problems reasonably anticipated in the future.

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4.3 SteeTing Committee

Within' ten (10) days after the Effective Date, the Parties shall establish a team (the "Steering Committee"), whose membership shall be composed of the appropriate representatives of Vendor (as detennined by Vendor's Project Director) and the County (as determined by the County's Project Director) and that shall address matters of governance and administration of the relationship of the Parties only in connection with this Agreement, in accordance with the procedures mutually agreed upon by the Parties hereunder, including: (i) monitoring the general progress of the Project, the performance of the Services, the provision of the Deliverables, and the development and implementation of the System, in accordance with this Agreement, the statements of Work hereunder, the Critical Milestones, and the Project Plan; and (ii) analyzing and attempting to resolve, in a timely maImer, problems referred or escalated to it by Vendor's Project Director or by the County's Project Director. Each Party may replace any of its Steering Committee members at any time, in the discretion of such Party. The Steering Committee shall me�t .monthly, via teleconference or in person, and at such place and time as determined by the County's �roject Director, and proxy representation of Vendor's Steering Committee members at such meetings shall not be allowed except with the prior approval of the County's Proje�t Director, which approval shall not be umeasonably withheld.

4.4 Scope Management

4.4.1 Change Orders

If the County requires a change to the scope of the Services under this Agreement that is more than de minimis, as reasonably construed in consideration of the circumstances, the County's Project Director shall notify Vendor's Project Director thereof. The Project Directors shall then promptly meet to discuss the requested change, with the County providing sufficient det,ail as to reasonably enable Vendor to understand the request If the Project Directors reasonably and mutually determine to proceed, Vendor shall, within a reaso�able period of time (given scheduled Project activities1 and the reasonable availability of Vendor's resources, at the time), provide the County with a written evaluation of the requested change in the fonn of a, written proposal (a "Proposal"), in such depth and detail as ip reasonable and appropriate, given the nature and extent of the requested change, and containing, if and as appropriate, the following: (ij a description of the impact of the requested change upon the Services and the Project (including the Project schedule and Critical Milestones) and of any staffing changes ' that would be required with respect to implementation of the requested change; (ii) specifications, acceptance criteria, and imp,lementation plans with respect to the requested change, with implementation to commence within a reasonable time, given Project activities and the reasonable' availability of Vendor's resources at the time, after the County's approval (if any) of such Proposal, unless otherwise mutually agreed by the Parties; and (iii) the rees to be charged by Vendor to implement the requested change, based on, unless otherwise mutually agreed by the Parties, the rates set forth in Schedule 4.4.1 (the "Applicable Hourly Rates"). If the County, within a reasonable period of time after receipt of such a Proposal fr9ffi Vendor, agrees to the tenns and conditions of such Proposal (as such terms and conditions may be negotiated in good faith by the Parties following delivery of such Proposal), then the duly authorized representatives of the Parties shall promptly execute a "Change Order" setting forth the mutually agreed upon terms and conditions for implementation of the change. Each Party shall use reasonable' efforts to minimize and mitigate the ef(ects of a rescheduling of any Critical Milestone pursuant to a Change Order.

4.4.2 Vendor-Requested Changes

If Vendor requests a change to the scope of the Services (as described above), or considers any service requested by the County to be outside the scope of the Services, it shall notify the County thereof and the Parties shall pursue the process described in Section 4.4. 1 , except that, if the County notifies Vendor that the County considers the requested services to be already within the scope of the Services to be provided by Vendor under this Agreement, and if the Parties fail to reach agreement on the matter within fifteen ( J 5) days after Vendor's request or notice, then the matter shall be promptly addressed through the process described in Section 16 .

4.4.3 Scope Disputes

If Vendor reasonably believes any specific services that the County requests that Vendor perform hereunder to be outside the scope of Services that Vendor is then obligated to provide, Vendor shall

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promptly notifY the County in writing of the reasonable basis of such belief and proceed to submit a Proposal to the County for the performance of such services . . in accordance with Section 4.4.L Nevertheless1 if, following receipt of such a notice from Vendor, the County notifies Vendor in writing that the 'County, in good faith, reasonably believes the requested services to already be within the scope of the Services that Vendor is obligated to provide hereunder, the Parties shall promptly confer and attempt in good faith to resolve the disagreement. If the Parties fail to reach agreement on the matter within ten (J 0) days after the County notifies Vendor of its belief that the requested services are within the scope of the Services, then, unless Vendor, in good faith, reasonably believes that tbe performance of such services would have an advers� impact upon the Project o'r that such Change Order will cause the total amount ' of Fees payable for the Project to exceed the amount that the County Auditor is authorized to approve on behalf of the County pursuant to Section 4.4.4: (i) Vendor shall provide the County with a Proposal, as descnbed above, and with written notice signed by a duly authorized representative of Vendor that Vendor believes in good faith that the services described in such Proposal are not within the scope of ,the Services that Vendor is then obligated to provide hereunder; (ii) upon the direction or approval of the County, Vendor shall, within a reasonable time, given Project activities and the reasonable availability of Vendor�s res<?urces at the time, proceed to provide the services described in such Proposal as though they were in-scope Services, and (iii) the services and deliverables provided pursuant to such Proposal shall be deemed Services and Deliverables, respectively, hereunder and the Project Fee Cap; as defined in Section 6.1 .2, will be deemed increased by the amount of the reasonable additional fees (as calculated based upon the Applicable Hourly Rates) to which Vendor represents in good faith in such Proposal that it is reasonably entitled. All such fees payable pursuant to any such Change Orders as are described above in this Section shall be invoiced in accordance with Section 6.2 and shall not be subject to any Holdback Amounts described in Section 6.1 .2.

4.4.4 Approvals and Procedures

Notwithstanding anything to the contrary above in this Section 4.4, elsewhere in this Agreement, or otherwise, no Change Order Of.,. Proposal shall become binding upon the Parties, except as expressly set forth in a Change Order duly executed by the authorized representatives of each of the Parties, in accordance herewith. In that regard, for the avoidance of doubt regarding authority, the Parties expressly acknowledge that any Change Order or other amendment to this Agreement may be agreed to on behalf of the County by the County Au�itor, if such Change Order or other amendment would not result in t4e total, cumulative, and aggregate amount to be paid to Vendor hereunder being increased in excess of ten percent (lO%) over the total amount of Fees specified in Section 6.1.2 as of the Effective Date as to be paid to Vendor for completion of both Release I and Release II of the Project. Any Change Order or other amendment to thls Agreement that would result in the total, cumulative, 'and aggregate amount to be paid to Vendor hereunder being increased in ex.cess of ten percent (10%) over such total amount of Fees, as specified in Section 6.1 .2 as of the Effective Date, requires, and is subject to, the approval of the County of Marin Board of Supervisors (the "Board"). The Parties agree to diligently endeavor to minimize both the number and impact of Change Orders. All Change Orders shall be governed by the tenns and conditions of this Agreement, except as expressly specified otherwise by the terms of such Change Order.

The County's policies expressly prohibit it and its employees from engaging in activities involvinK a conflict of interest Vendor shall not, at any time during the Term, employ or otherwise engage any employee of the County's for any purpose in any way related to Vendor's perfonnance of its obligations hereunder. Vendor shall at all times exercise reasonable care and diligence to prevent any actions, circumstances, or conditions that could result in a conflict between Vendor (or any of its employees, agents, or subcontractors, or any other third parties otherwise associated with perfonnance of the Services hereunder) and the best interests of the County. Such efforts by Vendor shall include establishing reasonable precautions to prevent its employees, agents, and subcontractors from making, receiving, providing, or offering to any employees of the County any gifts, entertainment, payments, loans, or other considerations that could _appear to or be deemed to, or create the impression of an attempt to, influence individuals to act in a manner contrary to the best interests of the County.

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5. COUNTy-PROVIDED ASSISTANCE

5.1 Software

The County shall be responsible for obtaining all necessary licenses to use, and to permit Vendor to use for tbe limited purpose of performing the Services contemplated hereunder for or on behalf of the County, the SAP Software, and all other software and hardware, including that specifically identified herein or in a Statement of Work as to be provided by the County, in order for Vendor to perform the Services and fulfill its obligations hereunder. As between the Parties, all right, title, and interest in and to the SAP Software and all such other software shall remain vested in the County and its applicable licensors.

5.2 Assistance and Cooperation

The County will assist and cooperate with Vendor by promptfy providing such information and. access to the personnel, facilities, and information technology resources of the County and its Affiliates as Vendor may reasonably request and require in order to perfonn its obligations in accordance herewith. Subject to Section 8 hereof, the County shall also provide Vendor with such information about the County's suppliers and service­providers as is reasonably necessary for Vendor to perfonn its obligations hereunder, except that the provisions of this Section shall not be construed as requiring the County to provide Vendor with direct access to the County's suppliers, or their respective facilities, unless expressly provided otherwise in a Statement of Work or in the Project Plan. The County shall provide knowledgeable and qualified personnel having appropriate skills (as descnbed in the applicable Statement of Work) to perform their assigned tasks and duties in a competent and timely fashion and to promptly notify Vendor of any issues, concerns or disputes with respect to the Services Or Deliverables. The County shaH be responsible for the performance of its personnel and agents and for the accuracy and completeness of an dat� and information provided to Vendor for purposes of performing the Services.

5.3 Office Space and Furnishings

The County shall make available to the Vendor Personnel such reasonably unencumbered access, �nd such office space. furnishings, and storage space, as is reasonably necessary and appropriate for them to perform the Services, and to otherwise fulfill Vendor's obligations under this Agreement, at the appropriate facilities and locations of the County, in a manner simllar to that in which the County makes such access, space, fumishiflgs, and storage space available to its own employees perfonning similar work Any special. furnishings (i.e., other than basic office furnishings) or equipment and supplies for the use of Vendor Personnel are the exclusive responsibility· of Vendor. The County will be responsible for reasonable local telephone access charges of Vendor Personnel incurred in making calls from the County's telephones at the County's facilities in perfonning Vendor's duties

" hereunder. Vendor shaH be responsible for all other telephone and telecommunications usage charges incurred by Vendor Personnel. AU such office space. furnishings, and storage space, a�d a11 assets and facilities installed or operated on the County's premises, an; provided "AS IS, WHERE IS," without warranties of any kind, express or implied, and are to be used by Vendor solely as necessary and appropriate for the perfonnance of its obligations under this AgreemenL

5.4 Delays

The County acknowledges and agrees that the timely performance by Vendor of its obligations hereunder is likely to be dependent upon the County performing its obligations hereunder, and that any delay or failure to perform by the County shall, if and to the extent tliat it shall cause a delay in performance hy Vendor (or increase the Vendor's level of effort), extend the time for Vendor to perfonn the affected activities. Both Parties shall exercise commercially reasonable efforts to mitigate and minimize the effects of any such delay. If and to the extent such a delay increases by more than a de minimis amount (as reasonably construed in consideration of the circumstances) the amount of work or level of effort required by Vendor to fulfill its obligations hereunder, Vendor shall be entit�ed to relief and fair and reasonable compensation, in accordance herewith.

5.5 Other Responsibilities

The County shall be solely responsible for, among the other things set forth in this Agreement: (i) making all management decisions, and perfonning all management functions, that are the responsibility of the

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County hereunder; (ii) appointing the County's Project Director to monitor the Project; (iii) evaluating tbe adequacy and results of the Services; and (iv) establishing and maintaining internal controls wi�hin the County's organization with reg&rd to the Project, including, without limitation, monitoring ongoing activities regarding the ProjecL

6. PRICE AND PAYMENT

6.1 Fees

6.1.1 Release I and Release Il

As th.e sole and entire fmancial consideration for the Services to be performed and Deliverables'to be provided by Vendor, and for performance of all of the other tasks, services, and obligations of Vendor, with respect to Release I and Release Il of the Project under this Agreement, the County shall pay to Vendor the fees specified in Section 6.1 .2,. as adjusted in accordance with such Section by the written mutual agreement of the Parties (the '"Fees"), subject to and in accordance with this Section 6 and the other provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Fees are inclusive of all costs "and expenses, and Vendor shall not be entitled under this Agreement to any addition�1 or separate compensation or reimbursement, other than the Fees, for the provision of aU such Services and Deliverables, and the penormance of all such other tasks, servjces; and obligations of Vendor, with respect to Release I and Release Il of the Project.

6.1.2 Pricing & Payment for Releases I and II

(a) Training-Related Services

The total, cumulative, and aggregate amount of Fees payable by the County hereunder with respect to the perfonnance of the tasks, activities, and Services, and the provision of the Deliverables, described in Section 4.2 of the Statement of Work for Release I and Release II of the Project (such tasks, activities, Services, and Deliverables, collectively, the "Training Services"), shall be finn and fIXed at $ 1 ,000,000.00 (the "Training Services Fees"), subject to Vendor's agreeing, as contemplated by Section 3.5 hereof, upon terms with SAP under which SAP shall be engaged to provide the Training Serviccs as a subcontractor of Vendor's. In the event SAP and Vendor do not agree upon the terms of SAP's engagement, then Vendor shall have the right to elect to perform such Training Services for the Training Service Fees upon written notice to County delivered within the thirty (30) day period referenced in Section 2.3. With respect to each of Release I and Release II, Vendor shall invoice the County, as shall be further specified in the Statement of Work applicable to Release I and Release II of the Project, for the portion of the Training Services Fees that apply to such Release in six (6) equal payments, less, with respect to each such payment, a holdback amount ("Holdback Amount") equal to tei> percent ( 10%) of wbat would otherwise constitute the total amount ofF"ees to be payable for the Services· that are.the subject of any given inyoice_ The first of such six (6) invoices shall be submitted by Vendor following the end of the month in which the Training Services with respect to the applicable Release are first materially commenced (currently expected to be in January of 2006 focRelease I and in July of 2006 for Release Il). ·For each Release, provided tbat the Training Services for such Release continue to be rendered materially in accordance herewith, an additional invoice, in an equaJ amount, shal1 be submitted by Vendor with respect to each of the next four (4) months following the month in whicb the Training Services with respect to such Release �re first materially commenced, with the final invoice with respect to the Training Services for such Release being submitted by Vendor upon completion, and the County's Acceptance, of such Training Services. Notwithstanding the prior three (3) sentences hereof, in the event the Training Services are substantially completed prior to the scheduled completion date, Vendor's final invoice for Training S�rvices shall be in the amount of the balance of the total Training Service Fees which have not yet been invoiced_ Each invoice submitted hereunder shall state the applicable Fees and Holdback Amount that apply to Training Services separately and distinctly from the Fees and Holdback Amounts applicable to any other Services. All Holdback Amounts for Training Services may be invoiced by Vendor, and shall be released by the County, in·accordance herewith, upon the earliest to occur of: (i) Vendor's completion, and 'the County's Acceptance. in accordance with Section 1 3, of the Training Services to be provided with regard to the applicable Release of the Project to which such Holdback Amounts apply; (ii) Vendor's suspension of Services for non·payment by the County pursuant to Section 16.4; (iii) with respect only to Holdback Amounts that apply to Release lJ, the County's exercise of its right to suspend Release 1I under Section 1 1 .4; (iv) termination of tbis Agreement or the Statement of Work for Release 1 and Release II of the Project by Vendor pursuant to Section 1 1 .2.1 due to County's breach hereof; and (v) termination of

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this Agreement or the Statement of Work for'Release I and Release II of the Project by the County for any reason other than a breach by Vendor, pursuant to Section 1 1 ,2 . 1 ,

(b) All Other Services

'The cumulative and aggregate amount of Fees payable by the County hereunder with respect to, Release I and Release II of the Project, collectively, ot,her than with respect to the performance of the, Training Services described in Section 6.1 .2(a), above (the Fees for which Training Services shall be as stated in such Section), shall in no event exceed $7,200,000.00 (the'''Project Fee Cap"). At completion of the Business Blueprint Phase of each of Release I and Release II of the Project, the Parties shall adjust the projected hours 'specified in the Workplan for tasks, activities, Services, and Deliverables other than the Training Services to reflect any mutually agreed upon changes to the scope of the remaining Phases of such Release from that previously contemplated hereby (other than with respect to the Training Services), and the Project Fee Cap shall be adjusted in a fair and reasonable , manner, using the Applicable Hourly Rates, to appropriately reflect such adjustments and changes, Subject to the

, Project Fee Cap, Vendor shall invoice the County, at the blended hourly rate specified in the Applicable Hqurly Rates set forth in Schedule 4.4.1 , for the hours actually worked by Vendor Personnel (other than in the performance of the Training Services), as recorded and reported in accordance with this Agreement, every four (4) weeks, less a Holdback Amount equal to ten percent ( 10%)' of what would otherwise constitute the total amount of Fees to be payable for Services other than the Training Services pursuant to each such invoice with respect to each of Release I and Release II. Appropriate adjustments shall be made to such invoices if the Project Fee Cap is reached (with, for the avoidance of doubt, such Holdback Amounts counting toward the Project Fee Cap). Each such invoice shall state the applicable Fees and Holdback Amount that apply hereunder to Release I of the Project separately and distinctly from the Fees and Holdback Amount that apply hereunder to Release II (and separately and distinctly from any Fees and Holdback Amounts that apply to Training Services)" All such Holdback Amounts may be invoiced by Vendor, and shaH be released by the County, in accordance herewith, upon the earliest to occur of: (i) Vendor's Achievement, as defme<! above, of the fmal Critical Milestone with regard to the applicable Release of the Project to which such Holdback Amounts apply; (ii) Vendor's suspension of Services for non-payment by the County pursuant to Section 1 6.4; (iii) with respect only to Holdback Amounts that apply to Release II, the County's exercise of its right to suspend Release II under Section ,1 .1.4; (iv) termination of this Agreement or the Statement of Work for Release I and Release II of ihe Project by Vendor pursuant to Section 1 1 .2. 1 due to County's breach hereof; and (v) termination of this Agreement or the Or the Statement of Work for Release I and Release 11 of the Project by the County for any reason other than a breach by Vendor, pursuant to Section 1 1 .2 , 1 . As used in this Agreement, "Achievement" of a Critical Milestone means Vendor's completion of all applicable Services and Deliverables (and the completion of any associated tasks and activities of the County), and the completion of the implementation of all applicable portions of the System, for or with respect to such final Critical Milestone (and, if such Critical Milestone constitutes a Release or Phase of the Project, then with respect to such Release or Phase as a whole), and the County's Acceptance Of Post-live Acceptance of all of the foregoing, in accordance with this Agreement (with the

, capitalized term «Achieve" being defined in a similar way).

6.13 Release Jll and Additional Statements of Work

Should the County, in its sole discretion, elect to proceed with Release III of the Project or with other tasks or activities not originally contemplated hereby, then the Parties shall attempt in good faith to negotiate an additional Statement of Work setting forth the additional Or specific terms and conditions applicable thereto, including the fees that shall be payable therefor, which fees, unless otherwise mutually agreed by the Parties, and subject to Section 1 1 .4, shall be ca1culated, on a pre-determined, not-to-exceed� time-and-materials basis (similar in method of calculation to that provided herein with respect to Release I and Release II), by applying the Applicable Hourly Rates to a reasonable and appropriate number and distribution of expected hours of work AxJ.y such fees that are mutually agreed upon in writing by the Parties in such an additional Statement of Work shall be deemed «Fees" hereunder and subject to and payable in accordance with this Section 6 and the other provisions of this Agreement.

6.2 Invoices

Vendor shall invoice the County for the Fees as described in Section 6.1 .2, above, or, when Section 6.1.3 applies, in the applicable, additional Statement of Work. Each such invoice shall be accompanied by reasonable supporting written or electronic documentation, clearly and accurately indicating. among other lhings,

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and both in summary form and in appropriate detail (at the level of hours worked by person), the �umber and distribution of hours worked by the VendorPersoIUlel and any of Vendor's subcontractors' personnel with respect to the Services 'or Critical Milestone to which such invoice applies. Vendor may also invoice the County for out-of-scope services provided at the County's request pursuant to Section 6.3 (or provided pursuant to a Change Order, unless otherwise expressly provided in such Change Order) no more frequently than on a four-week basis (Le., submitting an invoice every four (4) weeks), using a single, combined invoice for all such services that were provided, with reasonable supporting documentation attached. Each invoice shall be of such form, and in such format, as the sample invoice attached hereto as Schedule 6.2. Vendor shall use commercially reasonable effort to invoice for the Fees applicable with respect to any given Critical Milestone within ninety (90) days after the Achievement of such Critical Milestone. Payment of all amounts properly invoiced in accordance herewith shall be ' due and payable by the County to Vendor on the date that is thirty (30) days after the County's receipt of the applicable invoice. Except as otherwise provided in Section 6.4 with respect to disputed amounts withheld by the County in good faith, properly submitted invoices upon which payment is not received within thirty (30) daya after the County's receipt thereof shall accrne a late charge of the lesser of: (i) 0.75% per month, and (ii) the highest rate allowable by law, in each case compounded monthly to. the extent allowable by law. Without limiting its rights or remedies and subject to the proviSions of Sections 6.4 and 1 6, Vendor shall have the right to halt or terminate entirely its Services if payment is not received on past due invoices.

6.3 Excluded Amounts I Out-of-Scope Services

The Fees do not include: (i) any software license fees with respect to any SAP Software Or any other required third-party software or hardware products that are specified herein as heing the County's responsibility to provide and that are 10 constitute part of the System, which license fees are the responsibility of the County, unless otherwise expressly provided herein; and (ii) fees for services that are outside , the scope of the Project and the Services to be provided hereunder, which out-of-scope services shall be provided by Vendor at the Applicable Hourly Rates, unless otherwise mutually agreed by the Parties. Fees for services provided under a Change Order are not subject to any Holdback Amounts described in Section 6 . 1 .2, unless otherwise expressly provided in such Change Order.

6.4 Disputed Amounts

In accordance with the provisions of this Section. until detennined otherwise, pursuant to the dispute resolution process described in Section 1 6, the County may withhold payment- of any amount invoiced by Vendor (or any portion thereof) that the County in good faith disputes as to whether due or owing hereunder. In such case, the County shall, by the applicable due date, pay any undi,sputed amounts then due and provide Vendor with an explanation, in writing or in electronic form, of the basis of the dispute with regard to any withheld disputed amounts. Any such dispute shall be addressed through the provisions of Section 16 and, in the event of such a dispute, the Parties shall diligently pursue an expedited resolution thereof. During the pendency of the internal escalation process described in Section 1 6 (the "Escalation Period"), Vendor shall not exercise its right to halt or terminate Services. If determined (other than unilaterally by Vendor) that the County owes and is to pay to Vendor any amount withheld in good faith by the County pursuant to this Section, then such amount shall accrne, conunencing as of the date such amount would (but for the dispute) have been due and payable to Vendor pursuant to Section 6.2 (and in lieu of any late charge specified in Section 6.2), a late charge of the lesser of: (i) 0.50% per month, and (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law.

6.5 Delays

Vendor shall perform the Services in a timely manner and shall promptly notify the County in writing if Vendor expects or encounters delays. No delay shall result in a Change Order to the extent such delay was caused by Vendor.

6.6 Taxes

The Fees do not include sales, use, excise, occupation, privilege, value-added, or similar taxes. The County has represented to Vendor that it is a tax-exempt entity, and the Parties therefor helieve that Vendor's performance under this Agreement shall not be subject to any such taxes. In the event that Vendor's performance hereunder is detennined to be subject to any such taxes (specifically excluding any taxes based on the properties or

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On the net income of Vendor and employment-related taxes pertaining to the Vendor Personnel), County shall pay'or reimburse Vendor for the gross amount of any such taxes, as described above, that are actually paid by Vendor or for which Vendor i� otherwise liabk As between the Parties, Vendor shall be solely responsible for reporting, withholding, and paying all employment-related taxes and related deductions and payments with regard to the Vendor Personnel and Vendor's subcontractors and their respective employees, including. but not limited to, federal, state and local income taxes, social security. Medicare, unemployment and disability deductic)ns,. withholdings and payments.

7 • PROPRIETARY RIGHTS AND OWNERSHIP

7.1 Work Product

7.1.1 Ownership

Except for any Vendor Materials (as defined in Section 7.2) contained therein, the County shall be the sole and exclusive owner of all Work Product (as defined below) created or produced in connection with perfonnance under this Agreement, and an inteIlectual property and propriety rights in or per:taining to such Work Product, effective upon creation or production of such Work Product. Vendor agrees that all copyrightable aspects of the Work Prodllct (except for any Vendor Materials contained therein) shall be considered "work made for hire" within the meaning of the Copyright Act of 1 976, as amended (the "Copyright Act"), that the Parties do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act, and that in no event shall Vendor be deemed a joint author of the Work Product. To the extent that any rights to any of the Work Product arise or vest in .v endor, or the Work Product is held not to constitute "work made for hire" under the Copyright Act, Vendor hereby assigns, . effective upon delivery of such Work Product to the Co�nty, all such rights, and the sole and exclusive right, title. and interest in and to the Work Product (except for any Vendor Materials contained therein), to the County. Vendor hereby represents and warrants that it has the legal right, power, and authority to effectively and validly accomplish said assigmnent and hereby agrees to indemnify the County against any losses, damages, and expenses resulting from any alleged invalidity of any such assigrunent in accordance with Section 10.2, below. The rights granted to County in this Section are, with respect to any given Deliverable, contingent upon County's full and final payment to Vendor hereunder with respect to the portion of the Services that are associated with such Deliverable.

7.1.2 Definition

As used in this Agreement, «Work Product" means information and developments, including source code and object code' with respect thereto, configurations, configuration files, setup an.d initialization files, customized templates, other customized formats, customized reports, processes, programs, and materials generated in the performance of the Services for delivery to the County under this Agreement, the Deliverables, lists, compilations, and descriptions of the aggregate setup and configuration steps and choices made by the County or Vendor in the process of installing, implementing,- and integrating the System and the SAP Software, .and designs, specifications, discoveries, improvements, materials, program materials, computer software, flow charts, compilations, writings, pictorial materials, schematics, other creations, and the like, regardless of whether patented or patentable, subject to copyright, constituting a trade secret, or otherwise protectable by law, that are flfst created by Vendor for delivery to the County in its performance under this Agreement, or by any third party engaged by Vendor in the performance of Vendor's obligations or the exercise of Vendor's rights under this Agreement, and the intellectual property and proprietary rights in or pertaining to any of the foregoing, except for and with regard to any Vendor Materials (as defined below). FOr1he avoidance of doubt, Vendor Materials shall not be considered "Work Product".

7.1.3 Vendor's License

The County hereby grants to Vendor a personal, limited, non-exclusive, and non-transferable license, without the right to sublicense, to use the Work Product during the Term solely and exclusively as nycessary and appropriate for Vendor to fulfill its obligations under this Agreement.

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7.2 Vendor Materials

7.2.1 Definition

As used herein, "Vendor Materials" means computer programs, programtning code, operating instructions, and other similar or related materials, as well as concepts, methods, metho<i:ologies, procedures, processes, know-how, techniques, models, templates, the generalized features of the structure, sequence and organization of softyrafc, user interfaces •. and screen designs, and general purpose consulting and software tools, utilities, routines, and logic, coherence and methods of operation of systems that were created, developed or acquired by Vendor, or which Vendor otherwise has rights in, prior to the Effective Date or independently of the perfonnance of the Services, or created, developed or acquired by Vendor or its subcontractors as a tool for their use in pedonning the Services, plus any modifications or enhancements thereto and derivative'works based thereon.

7.2.2 The County's License

As between the Parties, Vendor shall retain all right, title and interest in and to the Vendor Materials and, except for the license expressly granted in this Section� the County shall acquire no right or interest in the Vendor Materials. Vendor grants to the County a perpetual, non-exclusive, non-transferable, royalty-free, world-wide license and right to copy, display, and use the Vendor Materials contained in each Deliverable for the County's and its Affiliates' respective inteqJ.al business purposes, in object code and source code fonn, in whole or in part, and including the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Vendor Materials, and any part or element thereof, for such purposes. The rights granted to County in this Section are, with respect to any given Deliverable, contingent upop County's full and final payment to Vendor hereunder with respect to the portion 'of the Services that are associated with such Deliverabl,e. Without limiting the County's obligations with respect to the confidentiality of Vendor Materials contained in· Section 8 of this Agreement, the County shall not disclose any Vendor Materials to a third party engaged by the County to assist it in completing the

. Project unless and until such third party has executed a confidentiaJity and non�disclosure agreement in favor of Vendor and containing tenns no less restrictive than the confidentiality obligations set forth in this Agreement

7.3 Residual Rigbts

The County acknowledges that Vendor is in the business of providing similar products and services to a variety of customers and that nothing in this Agreement shaH prevent Vendor from using in other engagements for other customers the general knowledge, concepts, methodologies, procedures, know-how. techniques. models, templates, the generalized features of the structure, sequence and organization of software, user interfaces, and screen designs, and general purpose consulting and software tools, utilities, routines, and logic, developed Or produced (alone or jointly with the County) in connection with the performance of the Services, or the provision of the DeHverables, hereunder that are retained in the memories of Vendor's personnel (excluding information intentionally memorized for the express purpose of pennitting its subsequent USe or disclosure) and related to Vendor's business or business practices, to the extent that such retained information and materials do not contain any Confidential Information of or about the County or any Work Product. Similarly, nothing contained in this Agreement shall be construed as limiting Vendor� s rights to use or market any other materials that are the property of Vendor, �ithout obligation of any kind to the County.

7 A Further Assurances

Upon the County's request, from time to time, and upon any tennination of this Agreement, Vendor shall promptly deliver to the County copies o f all Work Product then in-progress and all Work Product that has then been completed hereunder and for which payment for the applicable portion of the Services associated with such Work Product has been received by Vendor for amounts owed to Vendor through the date of such request or tennination. Further, at the request of the County. Vendor shaH make, execute and deliver such documents as may be needed or reasonably requested by the County in protecting its rights in any Work Product or to give effect to the provisions of this Section 7.

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8. CONFIDENTIAL INFORMATION

8.1 Definition of Confideniial Information

Certain "Confidential Information" of or about each Party may be furnished or disclosed to, or created or used by, the other Party the other in connection with the Parties' perfonnance of their respective obligations under this Agreement. As used in this Agreement, the L<Confidential Information" of Vendor means the Veudor Materials and other information or materials of Vendor that are reasonably considered by Vendor to constitute or include confidential infonnation or are so marked or identified a's such by Vendor at the time of disclosure by it to the County. The "Confidentiaf Information" of the County means: (i) technical information, formulas, materials, data, reports, p�ograms, documentation, diagrams, ideas" concepts, techniques, processes, inventions, knowledge, know-how, and trade secrets that are developed, created, or acquired by the County whether in tangible or intangible form, in any specific form or media, or disclosed orally; (ii) information and data relating to or describing the County's practices, persormel, agents, subcontractor�, clients, customers, constituents, suppliers, products. services, orders. business. fmancials, costs, or margins that is nO,t generally known or available to the public; (iii) subject to applicable law, this Agreement and the terms and conditions hereof; (iv) the Deliverables and the Work Product (excluding any Vendor Materials contained therein); and (v) any records, data, information, and other materials in the possession or control of Vendor, or created, collected, processed, handled, stored, transmitted, or received, in any form or media," in connection with this Agreement, the disclosure of which is prohibited, whether by law, statute, governmental regulation, or ordinance.

8.2 Exclusions and Exeeptions

The obligations of confidentiality and non-disclosure imposed under this Section 8 shall not apply to, and Confidential Information shall not include, information that a Party can demonstrate: (i) was published or

. otherwise made a part of the public domain after disclosure to such Party, througb no limIt of such Party in breach of this Agreement; (ii) was in the public domain at the time of disclosure to Such Party, through no fault of such Party in breach of this Agreement; (iii) was already in the possession of such Party, without such Party being under any obligations of confidentiality with respect thereto, at the time of disclosure by the other Party; (iv) was received or obtained by such Party, without such Party assuming any obligations of confidentiality with respect thereto, from a third party who had a lawful right to disclose such information to such Party; (v) was independently developed by such Party without reference to Confidential Information of the other Party and not in connection with the provision or Use of'the Services, the De}jverables, or the System; or (vi) constituted public records, or records otherwise required by law to be open or available to the public, under applicable law.

8.3 Protection of Confidential Information

Each Party shall, at all times: (i) maintain the confidentiality, security, and integrity of the Confidential Information of the other Party; (ii) take reasonable and appropriate steps to prevent the use, disclosure, dissemination, copying, alteration, modification, or loss of integrity of the Confidential InfofIl)ation of the other Party other than ns necessary and appropriate for such Party to perform its obligations under this Agreement; (iii) use at least the same care to prevent disclosure of the Confideutial lnformation of the other Party to third parties as it employs t� avoid disc1osure. publication, dissemination, or copying of its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care; (iv) use; alter, and modify the Confidentia1 Information of the other Party solely as necessary and appropriate for the purpose of performing its obligations under this Agreement; (vi) not acquire any express or implied right or license to any intellectual property or other proprietary right in or to, or assert any lien against, the Confidential Information of the other Party; (vii) use all commercially reasonable efforts to inform its employees, agents, representatives, and subcontractors who perfonn duties with respect to this Agreement about the restrictions with regard to Confidential Information set forth in trus Section 8; and (viij) notify the other Party as soon as possible in the event of any use, disclosure, alteration, modification, or loss of Confidential Information of or about such other Party other than as permitted by this AgreemenL The provisions of this Section 8 are in addition to, and not in replacement of, any protections afforded any information or materials by applicable law, and nothing in this Agreement shall reduce or restrict any protections provided by applicable law to the-trade secrets or other confidential or proprietary information of either Party and its respective Affiliates.

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8.4 Permitted Disclosures

"" Notwithstanding the restrictions set forth in this Section 8, each Party may disclose Confidential Infonnation of the other Party to its employees, agents, subcontractors. and set:Vice-providers (i) as appr.opriate for the perfonnance of their respective assigned dnties; and " (ii) who have a legal duty to protect the Confidential Information that is substantially equivalent to the obligations of oonfidentiality imposed upon such Party hereundeL A Party receiving Confidential Infonnation of the other Party assumes full responsibility and liability for the acts or omissions of its employees, subcontractors and service providers (and the e1JlPloyees of such subcontractors and service providers) witb respect to such Confidential Information. Notwithstanding anything to the contrary contained elsewhere in this Agreemen� either Party may disclose the existence of this Agreement, or the terms of this Agreement, to the extent such disclosure is required to enforce the tenns of this Agreement or the rights of such Party hereunder, and to the extent that such Party deeIQs it necessary or appropriate, in its sole discretion, toJenable, permit, or faci1itate filings with governmental agencies, including the Securities and Exchange Commission,. that such Party is required or deems it appropriate to make.

8.5 " Required Disclosures

Either Party may disclose Confidential Information of the other Party to the extent disclosure is required by law (including by the California Public Records Act) or by order of a court or govermnental agency. The Party that is subject to such law or order shall use all commercially reasonable efforts to: (i) maintain the confidentiality of the .Confidential Information by giving the Party who owns such C;onfidential Information (or to whom such Confidential Information otherwise pertains) prompt notice; and (ii) cooperate with such other Party to protect the confidentiality of such Confidential Information. The Party who owns such Confidential Information (or 10 whom such Confidential Information otherwise pertains) shall have the right to seek, with 'the other Party's assistance and cooperation, a protective order or otheIWise protect the confidentiality of such Confidential Information.

8.6 Injunctive Relief

Each Party acknowledges and agrees that any breach of any provision of this Section 8 by that Party, or py its personnel, agents, subcontractors. or service providers, may cause immediate and irreparable injury to the other Party that cannot be adequately compensated for in damages, and that, in the event of any such breach and in addition to aU other remedies available at law or in equity, the other Party shaH be entitled to seek injunctive relief from any court of competent jurisdiction, without bond or other security_

8.7 Return of Confidenlial lnformation

Upon either tennination or expiration of this Agreement or the request of the other Party, each Party shall (except, with respect to the County, to the extent prohibited or Citherwise required by applicable law) promptly return or destroy, at the other Party's option, the other Party's Confidential Information and all copies thereof. Notwithstanding anything to the contrary in this Section 8.7, to the extent and for so long as such return or destruction is infeasible (e.g., with regard to Confidential Information of the other Party retained in the mem�ries of a Party's employees), the protections of this Section 8 shall continue to apply to such Confidential Infonnation" In the event the return or destruction of Confidential Infonnation of the other Party is infeasible, the Party unable to return or destroy such Confidential Information shall promptly notify the other Party in writing, indicating the reason for such inability, the expected duration, and the specific Confidential Information to which such inability applies. Notwithstanding"the foregoing provisions of this Section 8.7, Vendor shall be entitled to retain one ( I) copy of any Work Product for archival purposes and to evidence its Services for the County, subject to Vendor's obligation to maintain the confidentiality of such Work Product in accordance with the provisions of this Section 8_

8.8 Confidentiality Agreements

Each Party shall require each of its employees, agents, and subcontractors to whom Confidential Infonnation of or about the other Party is disclosed under this Agreement to be subject to the terms of a confidentiality agreement that provides no less degree of protection for the Confidential Infonnation of or about the other Party than is provided for under this Agreement.

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8.9 Duration

The obligations of the Parties with respect to Confidential Infonnation set forth in this Section 8 shall remain in force and effect at all times during the Tenn and: (i) with respect to Confidential Infonnation that constitutes a trade secret under applicable law, for so long as such trade secret status is maintained; and (ii) with respect to Confidential Infonnation that does not constitute a trade secret, for three (3) years after termination or expiration of the Term (or for the maximum amount of time permitted under applicable law, ifshorler than three (3) years).

9. REPRESENTATiONS AND WARRANTiES

9.1 Preparation for Performance

Vendor represents that: (i) it is capable in all material respects of providing the Services and the Deliverables, and of developing and implementing the System, in accordance with this Agreement; and (ii) it understands the nature, location, and scope of Servic,es to be performed hereunder.

9.2 Services

Vendor warrants that the Services shall be performed and completed, and the Deliverables and Work Product prepared and provided, by Vendor in accordance with this Agreement by competent, qualified personnel, in a timely, professional, work-person-like manner, in compliance with all applicable laws. rules, regulations, and ordinances, and in accordance with the professional practices and standards adhered to by large nationally recognized providers of SAP integration services.

9.3 Deliverables

Subject to the provisions of Section 13, Vendor warrants that the Deliverables and Work Product prepared for and provided to the County, and the results of the Services performed by Vendor hereunder shall be free of material and frequent defects, shall conform to the applicable specifications and other requirements of this Agreement (including any technical and functional requirements specified in this Agreement), shall perform in accordance with the applicable documentation, and shall be fully integrated and compatible with one another and with the SAP Software.

9.4 Documentation

Subject to the provisions of Section 13, Vendor warrants that: (i) all documentation and related materials produced or provided by Vendor to the County concerning the Services, the Deliverables. the Work Product, or the System shall be reasonably complete and at a level of detail consistent with the professional practices and standards adhered to by large nationally recognized providers of SAP integration services.; and (ii) the Services, the Deliverables, the Work Product, and the System (to the extent created, produced or provided by Vendor) shall not contain any undocumented material features of any kind whatsoever.

9.S Disabling Devices

Vendor warrants that the Services, the Deliverables, the Work Product, the System (to the extent created, produced, or provided by Vendor), and all other data, software, documentation, and other materials prepared, developed, or provided by Vendor in connection with performance under this Agreement, shall not knowingly or intentionally contain, or knowingly or intentionally result in the creation or insertion of, any virus, timer, clock, counter, time-lock, time-bomb, or other limiting design, instruction, or routine that would erase data or programming or cause any of the foregoing materials or any portion thereof, or any other software, hardware, equipment, or data, to become inoperable o� otherwise become incapable of being used in the full manner for which designed, intended, and created (a "Disabling Device"). Vendor further warrants: (i) that it shall consistently employ industry standard practices to identifY, screen, and prevent any Disabling Device in materials and resources utilized by Vendor in connection with this Agreement; (ii) that it shall not knowingly or intentionally install any Disabling Device in materials and resources utilized by Vendor or the County in connection herewith; and (iii) that it shall promptly assist the County, at Vendor'S expense, in reducing and mitigating the effects of any Disabling

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Device discovered in any· materials or resources related to the System, the Services, the Deliverables, or the Work Product in breach of this Section.

9.6 Authorizations and Approvals

Vendor represents that: (i) it is a limited liability partnership duly formed and in good standing under the laws of the State of Delaware; (ii) it is qualified and registered to transact business in the State of Califonria and all other locations where the performance of its obligations hereunder would require such qualification; (iii) it has all necessary rights, power, and authority to enter into, to fulfill all of its obligations, and to grant the rights it purports to grant, under this Agreement, (iv) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary action; (v) the execution and performance of this Agreement by Vendor shall not violate any domestic or foreign law, statute, or regnlation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (vi) it has, and covenants that it shaH maintain in effect, all govemmental licenses and permits necessary for it to provide the Services and the Deliverables, and to develop and implement the System, as contemplated by this Agreement the absence of which would have a material adverse effect on the Project; and (vii) that Vendor owns or leases, and covenants that it shall own or lease, or have the right. to use. free and clear of all liens and encumbrances. other than lessors' interests, or security interests of Vendor's lenders, appropriate right, title, or interest in and to the personal property that Vendor intends to use or uses to provide the Services and the Deliverables, and develop and implement the System. in accordance herewith (except with regard to the SAP Software and any other resources owned or provided by the County for Vendor's use hereunder).

9.7 Pending Litigation

Vendor represents that? as of the Effective Dat·e, there is no outstanding or currently pending or threatened litigation, arbitrated matter, or other dispute to which Vendor is a party, that, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material. adverse effect on the Project or Vendor's ability to fulfill its obligations hereunder, and that Vendor knows of no basis that might give rise to any such litigation, arbitration, or other dispute in the foreseeable future.

9.8 Conflict of Interes!

Vendor represents, warrams, and covenants that neither Vendor nor any of its Affiliates or subcontractor:s, nor any employee of any of the foregoing, has, shaH have, or shall acquire, any contractual, financiai, business, or other interest, direct or indirect, that wou1d conflict in any manner or degree with Vendor's perfonnance of its duties and obligations under this Agreement, or otherwise create an appearance of impropriety with respect to the award or performance of this Agreement, and Vendor shall promptly inform the County of any such interest that may be incompatible with the interests of the County.

9.9 Compliance with Laws

Vendor ·warrants that, in performing the Services, preparing and providing the Deliverables and the Work Product, and participating with and assisting the County in planning, developing, integrating, and implementing the System, Vendor shall comply with all applicable laws, regulations, and ordinances of any relevant jurisdiction, specifically including the County's Living Wage Ordinance and Nuc1ear Free Zone Ordinance.

9.10 Third-Party Products

Vendor hereby assigns to the County all warranties, indemnities, and other commitments or protections that Vendor has obtained or shall obtain from the vendors and manufacturers of, and which are applicable to, any third party software or hardware procured specifically for the County by Vendor pursuant to a Statement of Work or other written agreement in connection with the perfonnance of the Services hereunder. Vendor warrants that it shall exercise commercially reasonable efforts to enforce on the County's behalf any such warranties, inderrmities, and other commitments and protections to the extent that they cannot be so assigned, and that Vendor shall promptly and diligently work With and coordinate the efforts of such vendors and manufacturers to ensure that the County obtains any required or appropriate warranty service.

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9.11 Remedy for Breach of Warranty

If, during the Term of this Agreement, County believes that there is a breach of any of the warrahties contained in Section 9.2, 9.3, 9A, or 9.5, the County will notifY Vendor, in writing, setting forth the nature of such claim of breach. Vendor shall then promptly investigate such claim of breach and advise the County of Vendor's planned action to correct such breach, if any. Thereafter, Vendor shall promptly cure such breach by pr�viding additional Services, or taking such , other action as may be reasonably required, to correct such breach of warranty at no additional charge t6 County. If Vendor fails to correct any such breach of warranty within sixty (60) days after notice and verification of such breach, County shall be entitled to pursue any remedy available under this

. Agreement.

9.12 Disclaimer of Warranties

THIS IS AN AGREEMENT FOR SERVICES. NEITHER VENDOR NOR THE COUNTY MAKES ANY WARRANTIES OTHER THAN THOSE EXPRESSLY CONT AlNED IN THIS SECTION 9 OF THIS AGREEMENT. EACH OF THE PARTIES HERETO EXPRESSLY DISCLAlMS ANY IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Bodily Injury and Property Damage

Without limiting Vendor's obligations with respect to insurance, as provided in Section �4 hereof, and in accordance with Section lOA, Vendor shan indemnifY, defend, and hold the County and its Affiliates, and the respective directors. administrators, officers, attorneys, employees. agents, representatives, independent contractors, and elected and appointed officials of the County and its Affiliates (collectively, the "County's Indemnitees") from and against all LoSSeS (as defined below) arising out of any claims or demands brought by any third party alleging bodily injury, sickness, disease, or death of any person or persons or loss of Or damage to any tangible personal or real property (including the loss of use resulting there from) to the extent that such injury, damage, or loss directly or proximately arises from any acts or omissions that constitute negligence, fraud or willful misconduct by Vendor or its subcontractors, or the respective employees, agents, and representatives of Vendor and its subcontractors. As used in this Agreement, "Losses" means: (i) amounts actually paid, or due and payable, to third parties by the County's Indemnitees (including judgments, settlements, awards, liabilities, losses, damages, interest, fines, and civil penalties); Oi) attorneys' fees and court costs reasonably incurred by the County's Indemnitees, in the cas€: of litigation or arbitration; and (iii) out-of·pocket expenses reasonably incurred by tbe County's Indemnitees In connection with the investigation, defense, litigation, or settlement of the applicable claims or demands�

10.2 Infringement

In accordance with Section lOA, Vendor shan defend or, at its option, settle, and shaH indemnify and hold hannless, the County's Indemnitees from and against all Losses arising out of any claim, action, or demand brought by any third party against any of the County's Indemnitees for actual or alleged infringement of any patent, trademark,· copyright, or other intellectual property or proprietary right (including misappropriation of trade secrets) enforceable in the United States, to the extent based upon the Services, the Deliverables or the Work Product provided to the County by Vendor or used by Vendor or its subcontractors in perfonnanGe hereunder, excluding, in each case, the SAP Software and any technology or materials oWned by the County or otherwise provided by the County to Vendor for use hereunder (any such claim, action, or demand, an "Infringement Claim"). In the event of an Infringement Claim, Vendor may, in its reasonable discretion, either procure a license to enable the County to continue to use such Services, Deliverahles or Work Product or develop or obtain, and provide the County with, a non-infringing substitute therefor that provides substantially the same functionality, features, and performance, at no cost to the County. Notwithstanding anything to the contrary in this Section 10.2, Vendor shall have no obligation with respect to indemnification of the County's Indemnitees regarding any ch,im or action to the extent that it is based upon: (i) a modification by the County of the Services or the Deliverables, or of other technology or materials provided by Vendor hereunder, that was not intended or otherwise approved or authorized by Vendor in writing; (ii) the County's operation or use of the Services or the Deliverables, or any other teclmology or materials provided by Vendor hereunder, in combination with apparatus, data" or programs neither furnished Dor approved by Vendor in

COUNTY OF MARIN I DELOITTE CONSULTING LLP lMPLEMENTATION SERVICES AGREEMENT

writing; (iii) the use by the County of the Services or the Deliverables, or any other technology Or materials provided by Vendor hereunder, other than in accordance with the County's applicable licenses or rights, as set forth in this Agreement; or (iv) Vendor's use, in accordance with this Agreement, of the SAP Software or related software licensed to the County by any third-party or of any instructions, specifications, or materials provided by the County for Vendor's use hereunder. The remedies described in this Section 10 shall be the County's sole and exc�usive remedies, and the Vendor's sole and exclusive obligation, for any Infringement Claim.

103 Third-Party Services

In accordance with Section lOA, Vendor shall defend, · indemnify, and hold the County's Indemnitees harmless from and against all Losses related to claims by third parties (including any Vendor Personnel and any of Vendor's subcontractors or their respective employees) based upon an alleged breach by Vendor of any agreement with such third party in connection with the Services provided under this Agreement (e.g.. an employment agreement or a subcontracting agreement).

lOA Procedures

If any legal action governed by this Section 10 is commenced against any of the County's lridemnitees. prompt written notice thereof shall be given to Vendor, ,except that failure to give prompt notice shall reduce Vendor's oblig�tions under this Section ]0 in the event and to the extent it is prejudiced thereby. After such notice1 if Vendor acknowledges in writing to the County that the right of indemnification under Section 10 applies with respect to such claim. then Vendor shaH be entitled, if it so elects, in a written notice deJivered to the County) to take control of the defense, investigation and settlement of such claim and to employ and engage attorneys of its choice to handie, defend or settle same, at Vendor's sole expense. The County shal1 cooperate in all reasonable respects with Vendor and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, except that the County may. at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No' settlement of a claim that involves a remedy other than the payment of money (or the issuance of credits) by Vendor shall be.entered into by Vendor without the prior written consent of the County. which consent shall not be unreasonably withheld if such settlement concerns or would affect equitable remedies of the County or the County's Confidential Information or proprietary technology. excluding the portion thereof that contains the infringing Services, Delivera.bles. or other inaterials supplied by Vendor. After notice by Vendor of its eJection to assume full control of the defense of any such claim, Vendor shall not be liable to the County's Indemnitees for any legal expenses incurred thereafter by the County's lndemnitees in connection with the defense ofthe claim.

1 1 . TERM & TERMINATION

11-1 Term

The term of this Agreement (the "Term") shall commence on the Effective Date and, unless terminated earlier in accordance with Section 2.3 or Section 1 1 .2 , shall continue until Vendor's completion of. and the County's Acceptance or ,Post-live Acceptance, as applicable, of, all of the Services, Deliverables, and portions and components of the System (and the System as a whole) to be provided by Vendor as part of the Project hereunder.

11.2 Termination

11.2.1 Tennination for Breach

Either Party may terminate this Agreement (and all Statements of Work then incorporated herein and then in force and effect) in the event that the other Party breaches a material term of this Agreement (or any such Statement of Work) and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party reasonably identifying and describing such breach. Any such termination shall require a written notice of termination, delivered to the breaching Party after ·expiration of the applicable period and before such breach has been cured, and specifying a termination date that is not Jess than ten ( 10) days and not more than thirty (30) days after the date of delivery of the notice. Notwithstanding the foregoing provisions of this Section, Vendor may terminate this Agreement, and all Statements of Work then in effect, for nonpayment of Fees by the

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County in accordance with Sections 6.2, 6.4, al)d · 1 6. A . Party terminating . this Agreement pursuant to this Section 1 1 .2.l shaH be also entitled to pursue any other available rights and remedies available hereunder, at law, or in equity.

11.2.2 Termination by the County for Convenience

The County may also terminate this Agreement, or any separable portion of the Services, for any reason other than those giving grounds for termination pursuant to Section 1 1.2. 1 , at any time, by providing Vendor with written notice of termination, specifying a termination date that is not less than forty-five (45) days' after the date of delivery of the notice. After receiving a notice of termination pnrsuant to this Section 1 1 .2.2, Vendor shall promptly confer with the Comity, providing the County with an up-te-date status of its performance hereunder, and the County shall direci Vendor whether to complete or wind-down the applicable Services and Deliverables that are then in-progress and that are to be provided by Vendor with regard to each Critical Milestone that has not yet been Achieved and that are scheduled to be Achieved prior to such termination date. If the County directs Vendor to complete the Services and Deliverables with respect to such a Critical Milestone, then Vendor shall use conunercially reasonable efforts to Achieve such Critical .Milestone prior to the termination date� If the County directs Vendor to wind-doWn the' Services and. DeliverabJes with respect to such a Critic�] 'Milestone1 then Vendor shall use commercially reasonable efforts to wind-down, and transition to the County, the perfonnance of such Services� and the preparation of such Deliverables, in a , reasonable) efficient) and timely mariner. Unless directed otherwise by the County pursuant to this Section 1 1 .2.2, and notwithstanding anything· to the �ontrary elsewhere in this Agreement, Vendor shall not hegin work on any portions of the SerVices or the Deliverables that are not aJready in progress as of Vendor's receipt of a notice of termination pursuant to this Section 1 1 .2.2.

11.2.3 Termination by the County for Change in Control of Vendor

In the event of a Change in Control of Vendor (as defmed below), whether resulting from a single transaction or a series of related transactions) the County may terminate this Agreement, or all or any portion of the Services then being provided hereunder, by providing Vendor with at least forty-five (45) days' prior written notice of such tennination, which notice� to be effective, must be delivered within the first ninety, (90) days after the County's becoming reasonably aware of such Change in ControL As used in this Agreement: (i) Control has the meaning set forth in Section 1 . 1 ; and (ii) a «Change in Control" shaH be deemed to have occurred whenever, as a result of a single transaction or a series of related transactions, a person or entity (or a group of persons or entities acting in concert) that had not previously had Control of Vendor obtains Control of Vendor. Notwithstanding the foregoing, routine additions to� or resignations) retirements, or removals of. principals of Vendor shaH not constitute a "Change in Control." After receiving a notice of termination pursuant to this Section 1 1 .2.3, Vendor shall promptly confer with the County, providing the County with an up-to-date status of its performance hereunder, and the County shall direct Vendor whether to· complete or wind-down the applicable Services and Deliverables that are then in-progress and that are to be provided by Vendor with regard to each Critical Milestone that has not yet been Achieved and that are s�heduled to be Achieved prior to such termination date. If the County directs Vendor to complete the Services and Delivenibles with respect to such a Critical Milestone, then Vendor shan use commercially reasonable efforts to Achieve such Critical MHestone prior to the termination date. If the County directs Vendor to wind-down the Services and DeEverables with respect to such a Critical Milestone, then Vendor shall use commercially reasonable efforts to wind-down, and transition to the County, the performance of such Services, and the preparation of such DeliverabJes, in a reasonable, efficient, �nd timely manner. Unless directed otherwise by the County pursuant to this Section 1 1 .2.3, and notwithstanding anything to the contrary elsewhere in this Agreement, Vendor shaH not begin work on any portions of the Services or the Deliverables that are not already in progress as of Vendor's receipt of a notice of tennination pursuant to this Section 1 1 .2.3. No termination pursuant to this Section 1 1 .2.3 shall be deemed a termination by the County for Vendor's breach of this Agreement.

11.2.4 �ermination for Force Majeure Event

If a delay or interruption of perfonnance by Vendor resulting from its experiencing a Force Majeure Event exceeds fifteen ( J S) consecutive days, the County, at any time thereafter but before performance has been substantially resumed, may terminate this Agreement, or all or any portion of the affected Services, by delivering to Vendor a tennination notice specifying the effective date of the tennination) which shaH not be less than ten (10) days or more than thirty (30) qays after the date of delivery of the notice. Nevertheless, in

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

the event of any such termination, Vendor shall still use aU commercially reasonable efforts " to perfotm its obligations with respect to transition assistance (as descnbed in Section 1 1 .3 . 1 hereof) in respect of any terminated Services until such obligations are fulfilled.

1 1 .2.5 Termination for Non-Appropriation of Funds

The County may, by sending at least thirty (30) days' advance written notice to Vendor specifying the applicable tennination date, tenninate this Agreement, or any or all of the Sexvices or Deliverables to be provided pursuant to this Agreement (or any portion of any of the foregoing), effective at the end of the period for which funds have been appropriated by, or are otherwise available to, the County, if and to the extent the terminated Services or Deliverables are. or the Agreement as a whole is, directly or indirectly involved in the perfonnance a function with regard to which funds have not been appropriated, or are no longer available, for the continued performed thereof.

11.2.6 Termination by Vendor for Regula.tory Change

If: (i) Vendor determines that ,a governmental, regulatory, or professional entity (including., without limitation, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, or the Securities and Exchange Commission), or other entity having the force of law, has introduced a new, or mpdified an existing, law, rule, regulation,. interpretation, or decision, the result of which would render Vendor's performance of any part of the Services illegal or otherwise unlawful or in conflict with independence or professional rules pertaining to the accounting profession or in violation of laws, rules, or regulations pertaining to the accounting profession, or Gi) circumstances change such that Vendor's performance of any part of the ServiGes would be megal or otherwise unlawful or in conflict with independence or professional rules pertaining to the accounting profession or in violation of laws, rules, or regulations pertaining to the accounting profession, then Vendor shall, after consultation with County, 'promptly and diligently attempt in good faith to assign or otherwise transfer this Agreement,: and aU of its rights and obligations hereunder, to an entity of sufficient financial wherewithal, and possessing sufficient resources, personnel, and capabilities, to be reasonably capable of fulfilling aU of Vendor's obligations under this Agreement in accordance herewith (except' that nothing herein shall require Vendor to incur any. cost, other t�an a de minimis cost, associated with such assigmnent or transfer. Of to retain any liability for the Agreement as assignor). If Vendof, through the exerCise of reasonable and diligent efforts, cannot so assign Of transfer this Agreement within a reaso�able period of time," as determined in accordance with the circumstances and the applicable legal and professional rules, Vendor may, upon providing the County with as much advance written notice as is reasonably possible under such circumstances and rules, terminate this Agreement and aU Statements of Work then in effect. In the event of such a tenrunation, Vendor shal! still be obligated to provide transition assistance to the County pursuant to Section 1 1 .3. 1 hereof, to the extent reasonably possible, consistently with the applicable legal or professional rules. County may, at its option, direct Vendor to continue to perform any portion of the Services that Vendor determines would not be illegal or otherwise unlawful or in conflict with the rules described above and to terminate this Agreement and the" Statements of Work op.ly with respect to the remaining Services, and County ar;td Vendor shaH endeavor to agree on a Change Order reflecting such a modification.

1 1.3 Effects ofTerrnination

1 1.3.1 Transition Assistance

Unless requested otherwise in writing by the County� and except as provided elsewhere in this Agreement, Vendor shall not discontinue or suspend its" performance under this Agreement until this Agreement has been tenninated in accordance with Section" J 1.2, and Vendor shall continue to provide Services in accordance herewith through the effective date of any such termination. Upon Vendor's receipt or sending of any notice of termination, Vendor shal! promptly deliver to the CouU!y copies of all Work Product, all Deliverables, and all other results of the Services, to the extent that they have then been completed, and the County shall be entitled to use, or continue to use, all such Work Product, Deliverables, and other results of the Services for such purposes as the County deems appropriate after such termination, in accordance with the rights granted in this Agreement and subject to payment in full, in accordance with Section 1 1 .3.2, for the applicable Services rendered. Vendor shall assist and cooperate with the County to provide for a timely and orderly transition of the Services that have not yet been completed to the County or its designee in connection with any termination of this Agreement under

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Section 1 1 .2 (provided that, in the event of a termination by Vendor pursuant to Section 1 1 .2. 1 , the County is required to pay all outstanding amounts then due and owing to Vendor hereunder, prior to Vendor being obligated to provide such assistance and cooperation). Upon th� County�s written request, and on a time and materials baSis at the Applicable Hourly Rates, Vendor shall promptly document in reasonable detail the status of the performance of the Services, and the preparation of the Work Product and Deliverables, that were to have been provided .hereunder. to the extent not yet completed (provided that, in the event of a termination by Vendor pursuant to Section 1 1 .2. 1 , the County is required to pay all outstanding amounts then due and owing to Vendor hereunder, as well as the amount of fees reasonably expected to apply to sD:ch documentation services, prior to Vendor being obligated to perform such documentation). -

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1 13.2 Amounts Payable

_ In the event of any termination of this Agreement Vendor shall promptly invoice the - County, and the County shall thereafter pay to Vendor in accordance with this Agreement: (i) any outstanding

amounts that are payable according to the terms of this Agreement (other than this sentence) as of the termination date; (ii) an amount that reasonably and fairly represents, on a proportionate basis, the extent of completion of the Services and Deliverables that were in-progress as of the date of tennination, but for which Vendor has not otherwise invoiced the County hereunder and (iii) all reasonable wind-down costs directly relating to the performance of the Services, including those resuhing from lease terminations (i.e., leases for extended stay facilities and rental cars), unused airline tickets, and the like.

1 1A Postponement or Suspension of Release n

The County may, in its sole discretion) at any time prior to the commencement of Release 1I of the Project, suspend, delay, postpone, or cancel the performance of Release II by providing at least thirty (30) days advance written notice thereof to Vendor. If the County at any time desires to have Release II start after, but within one ( I ) year after, its originally scheduled start date, as specified in Schedule 2A, then the-Parties shall confer and mutually agree upon reasonable and appropriate adjustments to the Fees payable hereunder (and to the Project Fee Cap), at the Applicable Hourly Rates, with respect to Release II. Any resumption of Vendor's performance of Services with regard to Release II pursuant to thIs Section 1 1 .4 shaH be conditioned upon and subject to the availability of Vendor Personnel to perform such Services.

12. LIMITATION OF LIABILITY

12.1 Maximum I,iability of Vendor

EXCEPT AS OTIlERWISE EXPRESSLY PROVIDED IN THIS SECTION 12, VENDOR'S AND ITS AFFILIATES', AND THEIR RESPECTIVE PERSONNEL'S AND SUBCONTRACTORS', MAXIMUM, CUMULATIVE, AND AGGREGATE MONETARY LIABILITY FOR ALL CLAlMS OF ANY KlND OF THE COUNTY ARlSING OUT OF OR RELATING TO THIS AGREEMENT OR A STATEMENT OF WORK AT ANY TIME OR TIMES, INCLUDING CLAlMS REGARDING VENDOR'S PERFORMANCE OR NONPERFORMANCE OF mE SERVICES OR OF ANY OTHER WORK OR OBLIGATIONS SET FORTH IN THIS AGREEMENT, WHEmER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE GREATER OF: (i) FIVE HUNDRED THOUSAND DOLLARS ($500,000); AND (ii) (a) IF SUCH CLAlM IS BROUGHT PRlOR TO VENDOR'S COMMENCEMENT OF SERVICES WITH REGARD TO RELEASE JJ OF THE PROJECT, AN AMOUNT EQUAL TO 1 .25 TIMES THE AMOUNT OF FEES mAT HAVE THEN BEEN PAlD BY TIlE COUNTY UNDER THE APPLICABLE STATEMENT OF WORK; OR (b) IF SUCH CLAlM IS BROUGHT AFTER VENDOR'S COMMENCEMENT OF SERVICES WITH REGARD TO RELEASE II OF THE PROJECT, AN AMOUNT EQUAL TO mE AMOUNT OF FEES mAT HAVE THEN BEEN PAlD BY THE COUNTY UNDER THE APPLICABLE STATEMENT OF WORK.

12.2 Maximum Liability of the County

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 12, THE COUNTY'S MAXIMUM, CUMULA11VE, AND AGGREGATE MONETARY LIABILITY FOR ALL CLAIMS AND ACTIONS ARISING UNDER OR RELATING TO THIS AGREEMENT, AT ANY TIME OR TIMES,

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WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRlCT LIABILITY, STATUTE; OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF MONEY PAID AND THEN SHOWN TO BE OWED, PAY ABLE, AND UNPAID BY THE COUNTY FOR SERVICES RENDERED, AND DELIVERABLES PROVIDED, BY VENDOR HEREUNDER UNDER THE APPLICABLE STATEMENT OF WORK.

12.3 Exclusion of Indirect Damages

EXCEPT FOR CLAIMS OF THE TYPES DESCRIBED IN SECTION 1 2.4, IN NO EVENT SHALL EITHER PARTY . OR ITS AFFILIATES, OR THE RESPECTIVE PERSONNEL AND SUBCONTRACTORS OF EITHER PARTY AND ITS AFFILIATES, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER fNDIRECT DAMAGES, fNDIRECT LOSSES, OR fNDIRECT EXPENSES. THE LIMITATION ON THE TYPES OF RECOVERABLE DAMAGES SET FORTH IN THIS SECTION 12.3 SHALL APPLY IRRESPECTIVE OF WHETHER THE POSSIBILITY OF ANY SUCH DAMAGES WAS KNOWN OR HAD BEEN DISCLOSED TO A PARTY IN ADVANCE, OR COULD HAVE .REASONABL Y BEEN FORESEEN BY SUCH PARTY, AND NOTWITHSTANDING THE FORM IN WHICH ANY CLAIM OR ACTION IS BROUGHT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 12.3 OR ELSEWHERE IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE REASONABLE COSTS THAT THE COUNTY INCURS OR EXPENDS TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF ANY DEFAULT OR BREACH OF THIS AGREEMENT BY VENDOR, TO THE EXTENT IN EXCESS OF THE FEES THAT THE COUNTY WOULD OTHERWISE HAVE PAID TO VENDOR PURSUANT TO THIS AGREEMENT, SHALL BE CONSTRUED AS DIRECT DAMAGES, AND NOT AS INCIDENTAL, CONSEQUENTIAL, OR OTHER fNDlRECT DAMAGES, HEREUNDER.

12.4 Exceptions

THE LIMITATIONS SET FORTH ABOVE IN THIS SECTION 12 UPON THE TYPES AND AMOUNTS OF EACH PARTY'S LIABILITY, AND THE EXCLUSIONS SET FORTH ABOVE IN THIS SECTION 12 OF CERT A1N TYPES OF DAMAGES, SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO (OR AMOUNTS PAYABLE PURSUANT TO) A PARTY'S OBLIGATIONS OF fNDEMNIFICATION HEREUNDER, AS PROVJDED IN SECTION 10 OR ELSEWHERE IN THIS AGREEMENT; (ii) CLAIMS WITH RESPECT TO A BREACH OF ANY LICENSE GRANTED IN SECTION 7 HEREOF; (iii) CLAIMS FOR BREACH OF ANY OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 8 HEREOF OR IN ANY CONFIDENTIALITY AGREEMENT ENTERED INTO PURSUANT HERETO; (iv) CLAIMS FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR TORTIOUS CONDUCT OF SUCH PARTY; AND (v) CLAIMS FOR LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT, OR THE RECKLESS, WANTON, OR BAD FAITH CONDUCT, OF SUCH PARTY.

12.5 Force Majeure

Neither Party shall be liable to the other for any delay in such Party's performance, or such Party's inability to perform, to the extent due to Force Majeure. As used herein. «Force Majeure" includes any acts or omissions of any acts of God (i.e., flres, floods, hurricanes, tornadoes, and the like), acts or omissions ·of the other Party or its subcontractors (or their respective employees, agents, and representatives) other than in accordance with this Agreement, non-availability of electrical power, heat. light, air-conditioningy or telecommunications equipment, or any other act, omission, or occurrence beyond such Party's reasonable control, to the extent that the results or consequences thereof could not reasonably have been foreseen, prevented. avoided, or mitigated by such Party. If a Party's performance hereunder is materially delayed by Force Majeure, the time for performance of any materiaJIy affected services or activities shall be extended to the extent of the delay caused by the applicable Force Majeure event, plus a reasonable amount of time to resume the performance of such affected services or activities hereunder. A Party whose performance is so delayed by Force Majeure shall give the other Party written notice of the nature and anticipated duration of such delay promptly upon first being affected by such Force Majeure.

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13. ACCEI'TANCE TESTING

All Services shall be performed, and all Deliverable, and Work Product shall be"provided to the County, by Vendor in conformance in all material respects with a11 requirements. specifications, acceptance criteria� and time schedules set forth or referenced in this Agreement or in any applicable Statement of Work. Vendor shall utilize reasonable acceptance testing procedures, and appropriate acceptance criteria, and no such activities shall be deemed completed unlil all applicable acceptance criteria, whether .set forth in this Agreement, in a Statement of Work, in a Deliverable. or otherwise mutually agreed upo'!l by the Parties in writing, have been successfully met in all material r:espects. In addition, the County shall have die right to review, test. and either accept or reject, in accordance with the provisions of this Section 131 any Deliverable (or any particular or separable product,. output, or result of the Services, including the System or any portion or component thereof, and all Work Product) provided by Vendor to the County hereunder, upon receiving written notice from Vendor that such De1iverable or other item or component is ready for review and testing by the County (which notice Vendor shall provide in a timely manner with respect to each such Deliverab1e. item, or component). Except as otherwise expressly provided herein, any payment of Fees ak?sociated with the· Achievement of any Critical Milestone .shall not be due, payable, ·or.made before the County issues its Acceptance, or is deemed ·to have issued i� Acceptance. as defined belo,?, •. of all of the Services and Deliverables to be provided for. or prior and relating to, such Critical Milestone (both individually and., with respect to aGceptance of the System or the portions or components thereof that are implemented during any given Release or Phase, collectivelY)7 in accordance with the provisions of this Section 13. For the avoidance of doub� any references to the County's HAcceptance" of any particular item in this Agreement, or in any Statements of Work or other Schedules, Exhibits. or attachments incorporated here:in.. without further qualificatiop. or clarification, shall be deemed to refer. as applicable, to either: (a) the County's uPre-Live Ac�eptanee' of the Software Components in accordance with Section J 3.1; (b) the County's ."Post-live Acceptancen of Softw�e Components in accordance with Section 13.2; or (c) the County's «Acceptance" of Deliverables that do not constitute Software Components, pursuant to Section 13.3, and, in each case, shall include the County's deemed acceptance thereof, as expressly provided for in tlUs Section l-?

13.1 Pre-live Acceptance

Upon the County's receipt of written notice from Vendor that Vendor has completed the installation of any Deliverable or group of Deliverables that constitute computer software {each such Deliyerable or group, a "Software Componene')� that such Software Components are ready for testing, and that Vendor requests the commencement of testing. the County $hall begin testing such Software Components in a non-Jive, test environment using the applicable test procedures and standards set" forth or referenced in this Agreement or in the applicable

.. Statement of Work, or such other procedures and s1a.J?dards as are mutually agreed upon by the Parties in writing (collectively, the "Acceptance Test Procedures�'), to determine whether each such Software Component performs, ·and whether such Software Components as· a group perform, in accordance with the applicable specifications and acceptanc.e criteria for such Software Components set forth or referenced in this Agreement, or in any applicable Statement of Worlc, and as warranted in and required by Section 9 hereof (collectivelY1 the «Acceptance Criteria"). After the County has conducted such testing for a Software Component for the number of consecutive calendar days specified in the Acceptance Test Procedures or, if not so specified, for fourteen (14) consecutive calendar days (the '<Pre-live Testing Period") in accordance with the Acceptance Criteria •. the County shall notify Vendor in writing that the County has issued its "Pre-live Acceptance" of such Software Component.. If such Software Component does not perform in aU material respects in accordance with the Acceptance Criteria (or if such Software Component alone causes any other Software Component(s) for which the County has previously issued its Acceptance (or for which such Acceptance was, in accordance herewitI" deemed to have been issued) to fail to confonn to any applicable Acceptance Criteria, regardless of the Phase .of the Project during which such Acceptance of such other

. Software Component(s) was issued or deemed issued, the' County shall deliver to Vendor, within the number of calendar days specified in the Acceptance Test Procedures (Of, if not so specified, within fourteen {I4) calendar days) after the end of the Pre-live Testing Period, a written report describing the deficiencies in reasonable d�tail. Vendor shall correct any such deficiencies within the number of days specified in the Acceptance Test Procedures (or. if not so specified, within fourteen (14) calendar days) after receiving any such repo� or within such other period of time as is otherwise mutually agreed upon by [he Parties in writing, and shall notify the County in v.r.riting when such corrections are completed. The County may then re-test the Software Component for an additional Pre­live Testing Period, at the end of which the detcnnination, notification, and correction process described above in this Section 1 3 . 1 shall be repeated. If the County fails to either notifY Vendor in writing of the County�s Pre-live

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Acceptance of such Software Component, or to deliver such a written report of deficiencies to Vendor, within the ·period provided above in which tbe County is to respond, then the County shall be deemed to have issued its Pre­live Acceptance of such Software Component upon the expiration of such �od . .

13.2 PosHive Acceptance

Once the County has (or is deemed to have) issued its Pre-live Acceptance of all of the Software Components that constitute a Releast'? of the System (or, after Pre-live Acceptance of aU Software Components for both Release I and Release II separately, the County's Pre-live Acceptance of the System as a whole, as implemented through both such Releases), the County shall begin using such portions of the System in a live) operational environment, in accordance with the Project Plan (each respective date that such use commences, a '�Go Live Date")� Once the County bas used such portions of the System in such a live, operational environment using the County's production data for a sufficient time to test all functions of such portions of the System (including testing with regard to integration and interfacing of such portions of the System with aU applicable other software and systems of the County). a period lasting, unless otherwise specified in a Statement of Work or otherwise agreed · to in writing by the ·Parties, not less than sixty-five (65) consecutive calendar days after the applicable Go Live Date ("Live Testing"), and (a) there have b�en no material errors, (b) such portions of the System perform in aU material aspects in accordance with the Acceptance Criteria, and (c) all training and other Services and activities required by ·this Agreement to have been completed by such time or occurrence have been completed in all material respects, then the County shall notify Vendor in writing that the County has issued its «Post-live Acceptance�' of such portions of the System. If the County fails to notify Vendor in writing of the County's Post-live Acceptance of such Software Component (or the System1 as the case may be), or to deliver a written report of deficiencies to Vendor within the Live Testing period) then the County shall be deemed to have issued its Post-live Acceptance of such Software-CQmponent or System upon expiration of the Live Testing·period. If such a written report of deficiencies is delivered to Vendor within the Live Testing period, then V�ndor shall correct any such deficiencies within fol.U1een (14) calendar days after such delivery (unless otherwise specified in the Acceptance Test Procedures or otherwise mutually agreed upon by the Parties in writing) and sball notify the County in writing when such corrections are. completed. The County may then "fe-test such portions of the System, as descn'bed above� for an additional Live Testing periQd of such duratioll as is reasonably and mutually agreed upon by the Parties� at t�e end of which period the determination, notification, and ·correction process described above in this Section shaH be repeated. The County's continued, material use of the System, or any portion thereof, in such a Jive, operational environment after the cOJ;Dpletion of Live Testing sha.ll constitute issuance by the County of its Post-1ive Acceptance of the System and ·any portion thereof, except with respect to any deficiencies identified in a· written report delivered to Vendor within the Live Testing period as described �bove ..

133 Non-Software Acceptance

The County shall also have the right to review and test each material Deliverable· (including Work Product) that is to be provided by Vendor to the" County hereunder, and that is not a Software Component or portion thereof? to determine whether such Deliverable conforms in all material respects to the app1icable Acceptance Criteria and whether the County shall accept or reject such Deliverable. Such right shall be exercisable by the County upon receiving written notification from Vendor that sucb Deliverable is ready for review and testing, in accordance with the procedures set forth in this Section 13. Unless otherwise provided., such testing shall continue for the number of calendar days set forth in the applicable Statement of Work or the Acceptance Test Procedures or. if not so spe:cified7 for ten (10) consecutive calendar days. If: (i) such Deliverable contains no material errors or defects, (ii) such Deliverable meets or fulfills, in aU material aspects, the Acceptance Crjteria, and (iii) all training and other Services required by this Agreement in connection with the provision of such Deliverable have been completed in all material aspects, then the County shaJl notify Vendor in writing that the County has issued its UAcceptanc;e'� of such Deliverable. If. during such period, such Deliverable contains material errors or defects or does not. conform to such Acceptance Criteria in all material respects, or any required Services have not been compJeted, the County shall deliver to Vendor a written report describing the defic.iencies, or the portions of such · Deliverable that it is not willing to accept, in reasonable detail. Vendor shall correct any such deficiencies, or attempt to resolve such disagreement, within the number of calendar days set forth in the applicable Statement of Work or Acceptance Test Procedures (or, if not so specified, for fourteen (14) consecutive calendar days) after receiving any such report and shall notify the County ip. writing when such corrections or resolutions are completed. The County may then re-test Ihe Deliverable (or consider the contents of the revised Deliverable, as the c�se may

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be) for the number of additional consecutive calendar days set forth in the applicable Statement of Work or Acceptance Test Procedures (or, if not so specified, for seven (7) consecutive calendar days), at the end of which period the deterroinatio� notification, and correction process descn'bed above in tbis Section shaH be repeated. If the. County fails to either notify Vendor in writing of the County�s Acceptance of such DeHverablet or deliver such a written report of deficiencies to Vendor. within the time provided.above in which the County is to respond, then the Sounty shall be deemed to have issued its Acceptance of such DeliverabJe upon expiration of such time period.

13.4 Testing Procedures and Criteria

Unless otherwise specifically provided in the Acceptance Test Procedures, the testing for each Software Component shall include: (i) confirming that any configuration and tuning of the 'System for which a Party is responsib1e (which, for Vendor, shall mean any configuration and tIming of the Sy�tem identified as a Vendor responsibility in a Statement of Work or Project Plan) has been done in an appropriate manner to ·meet the requirements of this Agreement, with each' Party promptly raking, and using commercially reasonable efforts to cauSe third parties under its direc\ion or control to promptly take, reasonable and appropriate correc�ive action within the scope of slIch Party's obligations hereunder, if such is not the case; and (ii) reasonable and appropriat� testing in each of the following regards: (a) unit testing (i.e., individual testing of each field, screen, screen related action, and module or program); (b) system testing (i.e., testing of the applicable portion of the System, or the System as a whole, and its integration and interfucing with the County's other applicable software and systems); and (c) volumelstress testing (i.e., testing of the applicable portion of the System, or the System as a whole, under peak conditions to measure response time and the System's reaction to load, including in comparison to the performance criteria set forth in Schedule 13.4 atrached hereto). To the extent that any Deliverables have been approved by the County fit any stage of Vendor's pexiormance hereunder, Vendor shall be entitled to rely on such approval for purposes of aU subsequent stages of . Vendor's performance hereunder. Upon the County's approval of each Deliverable, the Parties agree that in the event of a contradiction between the relevant Statement of Work and the approved Deliverable, the contradiction shaH be resolved by the approved Deliverable controlling. Notwithstanding the preceding provisions of this Section 13) any at time during a Release, the County may deliver to Vendor a written statement that a Deliverable or Software Component approved or witb respect to which the County issued its Acceptance previously within the Release does npt perfonn in all material respects in accordance with the Acceptance Criteria for such Deliverable or Software Component (which written statement shall contain a reasonably detailed statement of the Deliverable's or Software Componenf's deficiencies)� pr�vided that: (i) the deficiencies were not .discovered, and could not,· throuih the exercise of reasonable diligence by the County. have been discovered, prior to the Acceptance of such Deliverable or Software Component; and (ii) the deficiencies are reported in writing by the County to Vendor promptly upon the County's discovery of such deficiencies and within thirty (30) days after the time that the County, through the exercise of reasonable diligence, should have discovered such deficiencies. Upon receipt of any such statement) Vendor shall promptly correct such deficiencies in such Deliverable or Software Component.

.

13.5 Delays in Acblev;ng Acceptance

If tbe cumulative extent of delays caused by the failure of Vendor, its personnel or its subcontractors to comply with its obligations herein with respect to any given Release of the Project exceeds) in aggregate, one hundred eighty (180) calendar days (i.e" if such failures, in and of themselves, , and without considering the extent of failures and delays caused by other than Vendor� its personnel or its subcontractors, have, in aggregate, delayed Post-live Acceptance of such Release in excess of such specified number of days), then, in addition to any other rights and remedies available to the County hereunder, at law, or in equity. the County shall have the right to terminate this Agreement pursuant to Section 1 1.2.1 hereof.

14. INSURANCE

14.1 General Requirements

Without limiting Vendor's undertaking to defend, indemnity, and hold harmless the County's Indemnitees. as provided in Section 10 hereof� Vendor shaH purchase and maintain insurance to protect Vendor from claims of the type set forth below that arise out of or result fro"P1- Vendor's operations, services, or performance under this Agreement and for which Vendor may be liable, whether such operations. services, or performance are

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provided by Vendor, by any of Vendor's agents, consultants, suppliers, or 'subcontractors, or by anyone directly employed by any of them, or by anyone else for whose acts Vendor maybe liable.

14.2 Coverages

The insurance required hereunder shall be: (1) maintained by Vendor at aU times during the Term and (if and for so long as such coverage is available at commercially reasonable rates, as determined by Vendor) for at least two (2) years after the last date all which Vendor provides Services pursuant to this Agreement (except that, with regard to the Professional Liability Insurance coverage descn"bed in clause (e), below, if such coverage is provided on a claims-made basis, as described below, and if, at any time prior to the expiration of such two (2) year period" as is described above� such coverage is cancelled, or not renewed, and not replaced with another claims-made policy fonn meeting the requirements set forth below in such clause and having a retroactive date prior to the Effective Date, Vendor shall purchase and maintain, throughout such two (2) year period as is described above, "extended 'reportingH coverage. jf commercially available, in such amount as is indicated in clause (e)); and (ii) written for not Jess than the limits of coverage specified herein or as otherwise required by law in any jurisdiction with authority Dve,r Vendor"s operations, services, or performance, whichever is greater. Coverage shall be written on an occurrence basis, (except for Professional Liability Insurance, which may be written on a c1aims­made basis), and shall include at least the following:

(a) Worker's Compensation Insurance affording compensation benefits for all of Vendor"s employees in an amount sufficient by virtue of the laws of the jurisdiction in which the work Of any portion of the work IS perfonned and Employers' Liability Insurance with limits of at least One Million Dollars ($1 ,000,000) for each accident or disease;

(b) Commercial General Liability Insurance with a combined single limit of at least One Million Dollars ($1 ,000,000) per occurrence for personal injury, bodily injury (including wrongful death), and property damage liability inclusive of coverage for all premises and operations, broad fonn property damage, independent -contractors, contractual liabiHty, and productlcompleted operations coverage;

(c) Automobile Liability Insurance with combined single limit of at least One Million Dollars ($1,000,000) per occurrence for injuries; including accidental death and property damage;

(d) Umbrella or Excess Liability Insurance, with limits of not less than Five Million Dollars ($5,000,000) per occurrence, that provides additional coverage and combined higher limits for employers' liability, general liability, and automobile liability insurance;

(e) . Professional Lia1;>ility Insurance, covering errors and omissions, with limits of not less than Five Million Dollars ($5,000,000) per claim;

(f) Commercial Crime Insurance, or Fidelity Bond coverage, with limits of not less tban One Million Dollars ($1 ,000,000) per claim or occurrence; and

(g) All Risk Insurance covering loss or destruction of, or damage to, any item of Vendor's property that is in transit, or in the care, custody, or control of the County, as well as any item of the County's property that is in transit, or in the care, custody, or control of Vendor, in the amount of the full replacement value thereof .and providing protection against all perils normally covered in an Hall risk" physical damage insurance policy.

Whenever insurance policies are renewed or replaced, Vendor shaH cause the policy retroactive (if applicable) date to coincide with, or precede, the Effective Date of this Agreement.

143 Other Insurance Requirements

Vendor shaH abide by and comply with the foHowing tenns for all insurance coverage required by this Section 14:

(a) Vendor shaH provide insurance coverage by insurance companies having policy holder ratings no lower than "A-" and financial ratings not lower than "VIII" in the Best's Insurance Guide, latest

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edition in effect as of the Effective Date. Such insurance shaH be written with insurers licensed to do business in the State of California;

(b) Vendor shall verify that all of Vendor's agents, consultants, suppliers, and subcontractors are inStire.d against claims a�sing out of or relating to their perfonnance ill connection with this Agreement;

(c) The insurance policies described in Section l 4.2(b), (c), and (d) sball each include the County as an additional insured on a primary basis with respect to liability arising out o·f or in any way c0Dl/-ected with Vendor's perfonnance under this Agreement;

(d) Vendor hereby waives and sball cause its insurers to waive their rights of subrogation against the County and all of its subsidiaries, Affiliates, directors, officers, and employees under the insurance policies described in clauses (a), (b), (c), (d), and (I) of Section 14.2;

(e) , The insurance policy requirements set forth in this Section 14 shall be subject to the laws of the United States and the State of California. In the case of Services performed outside the United States, and wbenever required by applicable law, the required iusurance must be placed with a company admitted to do business in that country, except that the Vendor may use non-admitted policies, if permissible within the country in which Services are being performed, where the same are necessary and appropriate under the circumstances;

(I) The insurance coverages descnbed in this Section 14 shall be primary to and' non-contributory with respect to any other insurance or self-insurance that may be maintained by the County, and shall contain a cross-liability or severability-of-interest clause, where applicable. The fact that Vendor has obtained the insurance required by" this Section 1 4 shall in no manner lessen nor affect Vendor's other obligations or liabilities set forth in this Agreement. Within thirty (30) days after the Effective Date, and from time to time during the Tenn, at the County's reasonable request (but not more frequently than armually), Vendor shall supply the County with certificates of insurance required by this Section 14 and any endorsements thereto� as well as

" documents evidencing thaJ the respective insurers will endeavor to provide not less than thirty (30) days' written notice to the County prior to any cancellation or non-renewal of any such insurance policies and that the waivers of su�rogation herein required are in force; and

(g) Any self-insurance, self-retained layer, deductibles, and exclusions in coverage in the insurance polices required by this Section -]4 shall be assumed by, for the account of. and at the sole risk of, Vendor. In no event shall Vendor's liability be limited or expanded to the extent of the minimum limits of insurance required abQve.

15_ RECORDKEEPING AND AUDIT RIGHTS

15.1 Recordkeeping

Vendor shall maintain reasonably complete and accurate records and books of account with respect to its charges for Fees and expenses under this Agreement utilizing appropriate accounting principles, consistently applied, and complying in all material respects with all applicable laws. Such records and books of account shall be maintained by Vendor at an appropriate principal business office and the County, upon thirty (30) days prior written notice, may examine and make extracts of infonnation to the extent necessary for the County to " verifY the accuracy of Vendor's invoices, at any reasonable time during normal business hours.

15_2 Retention I Inspections

Vendor shall retain for a period of three (3) years after the end of the Tenn, or such longer period as may be required by applicable law or regulation, such records and information as are sufficient to verifY amounts invoiced under this Agreement. The County, or, subject to the execution of appropriate confidentiality agreem"ents " in favor of Vendor, the third-party auditors designated by the County, shall be granted access to the aforesaid "records for the sole purpose of verifying or inspecting the accuracy of Vendor's invoicing. An such inspections shall be conducted during business hours, with reasonable advance notice (which shall not be less than thirty (30) days) and, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to

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proprietary or Confidential Information except to the extept necessary to confirm the accuracy ofVendor's invoices. Nevertheless, subject to such 1imitations, during such hours and with such advance notice, Vendor shall grant the County and its representatives access to the Vendor Personnel inv01ved in preparing or approving Vendor1s invoices and to the relevant portion of Vendor�s books, records, documents, data, or information, as they relate to amounts invoiced, invoices submitted, or as such access to personnel, books, records, documents, data or information may be required in order for the County to ascertain any facts relative to the accuracy of Vendor's invoicing hereunder, including facts with regard to verification of all Fees (and all components and calculations thereof). In the event of an overcharge (net of any undercharges) to the County with respect to the Fees or other charges hereunder, then Vendor shall promptly refund such overcharge. If there is an undercharge (net of any overcharges) , Vendor shall invoice for such undercharge, subject to the other provisions of this Agreement.

'

16. DISPUTE RESOLUTION

16.1 Dispute

If, during the Term, any issue, dispute, or controversy (a "Dispute") arises hereunder, then the designated representatives of Vendor and the County (Vendor's Project Director and the County's Project Director, unless otherwise designated) shall promptly confer and exert commercially reasonable efforts to attempt to reach a reasonable and equitable resolution of such"Dispute. If such representatives fail to resolve such Dispute within five (5) business days after such Dispute arises, the Dispute shall be referred promptly to the responsible semor management of each Party. If such Dispute is not resolved within five (5) business days after such referral to senior management, Vendor shall promptly make an appropriate member of its senior executive team available on-site at the location designated by the County, and the Parties shall exert all commercially reasonable efforts to resolve such Dispute in good faith during such meeting. Except as expressly provided in Section 1 6.2, neither Party shall seek any means of resolving any Dispute arising in connection with this Agreement other than as described in this Section 16 before the end of the fifth (5"') business day after the date that such Dispute was referred to the responsible senior management of each ""Party. Each Party shall have the right to include or involve in any discussions between or among the Parties' responsible senior management regarding such Dispute any third party having an interest in such Dispute. If the Parties' r:esponsi;ble senior management representatives fail to resolve a Dispute in accordance with the foregoing procedp:re within the period of time specified above, either Party may� at any time after the expiration of such time period, pursue any rights or remedies available' hereunder, at law, or in equity. Nevertheless, if mutually agreed upon in writing by the Parties with respect to any given Dispute from time to time, the Parties may choose to pursue any available fonn of alternative dispute resolution (such as, for example. mediation or arbitration. whether binding or non-binding) with respect to such Dispute.

16.2 Exceptions

Neither Party shall be obligated to comply with the procedures set fortb in the foregoing provisions of this Section 1 6 with regard to breaches, or alleged breaches, of Section 7 or of Section 8, with regard to any other brea�h, alleged breach, or violation as to which injunctive or other equitable relief is sought, with regard to any third-party claims, or with regard to disputed matters for which less than thirty (30) days remain before the period provided by the applicable statute of limitations governing the claim or cause of action underlying the disputed matter shall expire.

16.3 Remedies

The procedures described and remedies provided in this Section 16 shall not be deemed to limit either Party's rights under Section I I or Section 12" Each Party acknowledges that any breach of such Party's obligations under Section 7 or Section 8 may cause immediate and irreparable injury to the other Party that cannot be adequately compensated for in damages, and that, in the event of any such breach, and in addition to a1l other remedies available to it, the other Party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction. without bond or other security�

16.4 Termination or Suspension of Services

During the pendency of any internal escalation conducted or he1d in accordance with this Section 16, both Parties shall continue to perform their respective obligations under this Agreement. With respect to a

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dispute involving non-payment that remains unresolved for thirty (30) days after first being addressed by the-Parties' respective Project Directors pursuant t6 Section 16.1, without limiting its other rights or remedies, Venaor shall have the right t6 halt, suspend, or terminate ihe Services upon twenty (20) business days' advance written notice to the County.

17. - MISCELLANEOUS

17.1 Assignment

Except as noted in this Section 17.1 below� neither this Agreement, nor any interest herein, nor any of the rights, duties, and obligations of a Party hereunder, may be directly or indirectly assigned, sold, delegated, or otherwise disposed of by the other Party, in whole or in part, without the prior written consent of the non· assigning Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agr';"ment, without the consent of the oilier Party, to an entity that has acquired all or substantially all of the assigning Party's assets as a successor to the assigning Party's business.

17.2 Counterparts

This Agreement may be executed in duplicate counterparts. Each such counterpart, if executed by both Parties, shall be an original and all such counterparts together shall constitute but one and the same document. This ,Agreement shall not be deemed executed unless and until at least one counterpart bears the signature of each Party's designated signatory.

173 Coul1ty Action

With respect to use of the defined term the "County" in any provision of this Agreement or of any Statement of Work incorporated herein, except as expressly otherwise provided in this Agreement (inc1udjng as provided in Section 4.4.4 with regard to approval of Change Orders or other amendments to this Agreement on behalf of the County by the County Auditor), only in the event and to the extent that the duly authorized, formal and official action of the Board is required by applicable law, regu1ations, policies, or procedures, or otherwise sought by the County Representatives (as defined below), acting in their respective, appropriate, and authorized capacities, to effectuate the intent of any such provision, shall such formal and official action of the Board be deemed to be required hereunder. · In aU other instances, \¥lth respect to use of the defined term the "County" in any provision of this Agreement or of any Statement of Work incorporated herein, the intent of such provision shall be deemed capable of being effectuated by the County Representatives. As used herein,' the «County Representativesn means the appropriate, authorized directors, administrators, officerS, attorneys, employees, agents, representatives, and elected and appointed officials of the County, acting in their respective, appropriate, and authorized capacities for and on behalfofthe County.

17.4 Limitation on Actions

No action, regardless of form, arising under or relating to this Agreement, may be brought by either Party more than three (3) years after the cause of action has accrued, in accordance with. applicable law, except that an action fOf non-payment of any invoice may be brought by a Party not later than three (3) years following the date of the last payment due such Party on any invoice hereunder.

17:5 Governing Law

The construction, formation, and interpretation of this Agreement, and all performance hereunder, shall be governed by and construed in accordance with the laws of the State of California, as if the execution hereof and all acts or omissions related hereto occurred in such State and without regard to any conflicts of laws provisions. The exclusive forum ano venue for aU actions or proceedings arising out of, or related to, this Agreement shaH be in either a state court located in the County of Marin, California or a federal court located in the Northern District of California. as applicable, and each Party hereby expressly consents to the jurisdiction of such courts over theJ1?<selves and the subject matter of any such actions or proceedings. This Agreement win not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), even if any such Jaw is at any time adopted or 'enacted in California.

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17.6 Governmental Immunity

Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the County has not, and in no event shaH be construed to have} waived any rights or defenses of governmental immunity that it may have with respect to any matt.ers arising out of this Agreement or pe�onnance hereunder.

17.7 Independent Contractor

Each Party is and intends to be an independent contractor with respect to the other Party and all perfonnance hereunder. No employee, agent, or other representative of either Party shall at any time be deemed to be under the control or authority of the other Party or under the joint control of both Parties. As between the Parties, Vendor shall be fully responsible and liable for all applicable worker's compensation premiums-and liability, and all federal. state, and local withholding taxes or charges, with respect to it and its subcontractors, and their respective employees, and Vendor agrees to save the County harmless from and against any claims brought against the County in respect thereto_ By executing this Agreement, 'Vendor acknowledges and agrees that it and,its subcontractors, and their respective employees, shaH not be considered as having an employee status with the County or as being entitled to participate in any of the County's employee benefit programs, including workers compensation and disability insurance, group health and dental insurance, unemployment insurance, retirement plans, and other benefits or plans. Neither Party shall act as an agent of the other Party in connection with this Agreement, nor sball either Party be authorized or entitled to enter into any agreements, or incur any obligations or liability, on behalf of the other P¥ty. No form of joint employer, joint venture, partnership, or similar relationship between the Parties is intended or hereby created. As an independent contractor, Vendor shall be solely responsible for: (a) determining the means and methods for perfonning the professional and technical Services described with respect to it herein; and (b) any persons employed by Vendor or its subcontractors and engaged in the perfonnance of the specified work, including responsibility for all applicable employee-related tax, salary, and benefit programs, and Vendor agrees to indemnifY and save the County harmless from 'and against any and all liabiJity, claims, penalties, costs, and taxes related thereto. Any indemnification hereunder shall be governed by the procedures set forth in Section 1004.

17.8 Inclusive Reference

As used herein, the word "including" herein shaH be interpreted as meaning "'including, but not limited to," and the word "include" shall be interpreted as meaning "include, but are not limited to."

17.9 Integration and Amendment

This Agreement, including the Schedules and Exhibits attached hereto and any Statements of Work executed in accordance herewith (each of which Schedules, Exhibits, and Statements of Work is incorporated herein by this reference), contains the complete agreement between the Parties with respect to the subject matter hereof. All other previous and collateral agreements (including letters of intent or purchase orders prepared by Vendor or the County), representations, warranties, promises, and conditions relating to the subject matter of this Agreement are superseded by this Agreement. AIly understanding, promise, representation, warranty, or condition not incorporated into this Agreement shall not be binding on either Party. This Agreement may only be modified, amended, or otherwise altered by a written agreement signed by an authorized representative of Vendor and approved with aU requisite authority by, and signed by an authorized representative of, the County, consistently with the requirements of Section 4.4'.4. As used herein, this Agreement consists of the Terms and Conditions, all Schedules and Exhibits attached hereto, any Statements of Work executed in accordance herewith, and all Change Orders executed hereunder, together with any appendices or exhibits expressly referenced herein or therein.

17.10 Neither Party Considered Drafter

Despite the possibility that one Party may have prepared the initial draft of this Agreement or played the greater role in the physical preparation of subsequent drafts, the Parties agree that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favor of one Party solely on the ground that such provision was drafted by the other. Rather, this Agreement shall be construed as if both Parties jointly participated in preparing an of its provisions.

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17.11 Nondiscrimination

The following provisions in this Section 17-1 I shall apply to Vendor's performance under this Agreement During the Term, Vendor shall not unlawfully discriminate against, harass,. or allow harassment of any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, natitmal origin, disability (including HIV and AlDS), medical condition (including cancer), age, or marital status or by deni.al of family care leave. Vendor shall ensure that the evaluation and treatment of its employees and applicants for employment are free from any such discrimination and harassment. Vendor shall comply with the provisions of the Fair Employment and Housing Act (Govenunent Code section 12990 et seq.) and the applicable . regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285.0 et seq.). Vendor shall comply in all respects with the applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a)-(f) set forth in Chapter 5 of Division 4 of Tille 2 of the California Code of Regulations, which are incorporated into this Agreement by reference, and with all other applicable federal, state, and local laws, statutes, regu1ations, rules, orders, ordinances, and the ]ike. including those concerning any form of discrimination or harassment. Vendor shall give written notice of its obligations under this Section to labor organizations with which it has a c<?llective bargaining agreement, if any. In addition, Vendor shan . include nondiscrimination and legal compliance provisiuns equivalent to those set forth in Section in an subcontracts entered into by Vendor with third parties in counection witl, this Agreement, and Vendor shall cause each of its subc,ontractors to comply in a11 respects with the same duties and obligations as apply to Vyndor pursuant to this Section.

17.12 Non-Exclusive Remedies

Unless expressly provided otherwise in this Agreement, no remedy set forth in this Agreement is intended to be, nor shall be, exclusive of, or mutually exclusive with regard to, any other, remedy, and each such remedy shall be in addition to every other remedy given hereunder, or now or hereafter existing or available at law, in equity, by statute, or otherwise, individually or in any combination thereof.

17.13 Non-Solicit.liou

During the period beginning with Effective Date and ending twelve (12) months after any termination or expiration of the Tenn, each of Vendor and County agrees that its personnel (in their capacity as such) who had direct and substantive contact iIi the course of perfonning or receiving Services hereunder with such personnel of the other shall not, directly or -indirectly, except with the express prior written consent of the other Party, offer employment to, solicit for employment, hire, or employ or retain the services of such personnel of the other Party. In the event of a breach of this Section, at the request of the non-breaching Party, the breaching Party shall promptly pay the non-breaching Party liquidated damages equal to' thirty percent (30%) of the amount of the annual base compensation that the breaching Party offers or pays, as applicable, to each of such personnel of the other Party_ Although such p.yment shall be the aggrieved Party's exclusive means of monetary recovery from the breaching Party for breach of this provision, the aggrieved Party shall be entitled to seek injunctive or other equitable relief. Notwithstanding the foregoing provisions of this' Section, each Party acknowledges and agrees that this Agreement will not prohibit �olicitations through general advertising or other publications of general circulation by either P.rty and the employing, hiring, or engaging of any individuals as a result thereof.

17.14 Waiver of Jury Trial

a) THE PARTIES HEREBY IRREVOCABLY WAlVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO A TRlAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAlM INVOLVING DISPUTES OF FACT OR LAW RELATING TO THIS ENGAGEMENT (EACH A "FORMAL DISPUTE"). FURTHER, THE PARTIES HEREBY AGREE TO SUBMIT ANY AND ALL FORMAL DISPUTES TO A TRlAL BY GENERAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE ("CCCP") SECTION 638(A).

b) The Parties agree that a former judicial officer of the State of California shall serve as the referee pursuant to the provisions of CCCP Section 640 and California Rule of Court 244 . 1 . If the parties are unable to agree on a referee within thirty (30) days of the filing of a Formal Dispute, each party shall submit to the Superior Court in which such Fonnal Dispute is pending up to three nominees for appointment as a referee, and the Court

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shall make the- appointment from the nominees in accordance with CCCP Section 640 and subject to CCCP Section 641 . The parties shall equally pay in advance the estimated reasonable fees and costs of the referee as may be specified by the referee. The referee shall issue a written statement of decision that shall be repo-rted to the Superior Court in accordance with CCCP Section 643 and mailed promptly to the parties.

c) The provisions of this Section 17.4 shall be specifically enforceable by the parties.

17.15 Notices

All notices, consents,-and approvals given by a Party under tJ,is Agreement shall be in writing and shall be delivered in person, or by first class or express mail, overnight carrier, or receipted facsimile, addressed as follows:

If to the County:

Ernest Culver Assistant Auditor-Controller Marin County Auditor-Controller's Office Room 225 Marin County Civic Center 3501 Civic Center Drive San Rafael, CA 94903 Fax: (415)499-3785

With a copy to:

County Administrator's Office Room 325 Marin County Civic Center 3501 Civic Center Drive San Rafael, CA 94903 Fax: (415)507-4104

Ifto Vendor:

Mark Seidenfeld, Director Deloitte Consulting LLP 9 50 Tower Lane Suite 1500 Foster City, CA 94404 Fax: (925) 365-2668

With a copy to:

Deloitte & Touche USA LLP 1633 Broadway New York, New York 10019-6754 Attn: Office of General Counsel

Either Party may designate a different or additional address or addressee for the purposes of this Section by providing the other Party with notice in accordance· with this Section. Notice given in accordance with this Section shall be deemed given when received, in the case of personal delivery or delivery by mail or overnight carrier, or when sent, in the case of transmission by receipted facsimile, jf such facsimile is followed by a printed copy sent by overnight carrier within one ( I ) day after the sending of the facsimile.

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17.16 No Waiver

Waiver by a" Party of any tem or conilition'of this Agreement, or of any breach or default by the other Party hereunder, shall be effective only if made in writing and signed by an authorized representative of the Party waiving compliance herewith. Any such waiver'so signed shall be effective only in the specific instance, and for the specific purpose, stated in such writing, and no waiver shall be d�emed a waiver of any other terIn, condition, breach, ot default, irrespective of whether similar to that waived. No failure to exercise, and no delay in exercising, on the part of either Party, any right, power, ,or privilege hereunder shaH constitute a waiver thereof, nor will either Party's exercise of any right, power, or privilege hereunder preclude further exercise of the same right, power, or privilege, or the exercise of any other right, power, or privilege, hereunder.

17.17 Order of Precedence

, In the event of any conflict or inconsistency of terms among the various documents that, at any given time, constitute this Agreement, the order of precedence that sball apply is as follows, with each listed document or type of document superseding and prevailing over any subsequently listed document or type of document, and with later-executed documents prevailing over earlier documents of the same type, each solely to the extent of any irreconcilable conflict or inconsistency of the terms and conditions thereof: (i) Change Orders executed in accordance' with Section 4.4. 1 ; (ii) the Terms and Conditions; (iii) any Statements of Work; and (iv) any Schedules and Exhibits to this Agreement other than those that constitute the initial Statement of Work.

17.1& Publicity

Each Party shaH submit to the other all advertising., written promotional materials, press releases, and other publicity matters relating to this Agreement, or the execution hereof, that mention o� contain the other Party"s name or mark, or that contain language from which said name or mark may be inferred or implied, and neither Party shall publish or disc10se any such advertising, promotional materials, press releases, or publicity matters without the prior written approval of the other Party. Nevertheless, a Party may disclose the other Party's name and the fact of the existence of this Agreement whenever required by applicable laws or regulations and Vendor may reference the name of the County as a part of its general c1ient Jist without the need to first obtain the County's prior written approvaL

17.19 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be deemed stricken herefrom and the remainder of this Agreement shall continue in full force and effect insofar as it remains a workable instrUment to accomplish the in�ent "and purposes of the Parties, as evidenced herein. In such an event, the Parties shaH promptly replace the severed p�ovision with the provision that will come closest to reflecting the intention of the Parties underlying the severed provision, but that is valid, legal, and enforceable.

17.20 Survival

Any provisions of this Agreement that impose continuing obligations upon a Party or, by their nature or tenns, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or tennination of this Agreement, shall remain in force and effect after such expiration or termination for so long as intended, including the provisions of Sections 6.4 6.6, 7, 8, 9.12; 10, 1 1 .3, 12, 14, 15, 16, and 1 7 ,

17.21 Third-Party Beneficiaries

This Agreement is an agreement between the Parties, and neither: (i) confers any rights upon any of either Party's respective employees, agents, or contractors, or upon any other person or entity not a Party hereto; or (ii) precludes any actions 9r claims against, or rights of recovery from, any person or entity not a Party hereto.

[SIGNATURE PAGE FOLLOWS-j

COUNlY OF MARIN I DEL01TTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT - 40 ·

SIGNATIJRES

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the Effective Date by its authorized officer or representative whose signature appears below.

Federal Tax ID #: __ -L<[}'.X.bL·-.Ll:J.Y:::::�.-l!.f,-"!.:r,J.:./J>L-__ _

By:

Name:

Title: President, Board of Supervisors

Date: Jb.-?iof

Approved as to form:

By: ;21;:IK�/4 Name:'

. Title:

PATRlCK K . FAULKNER! COUNTY COUNSEL County C7unsey

�/;rtLOJ� Date:

COUNTY OF MARIN I DELOITIE CONSULTING LLP iMPLEMENTATION SERVICES AGREEMENT

- 41 -

.SCHEDULE 1.1

SPECIAL DISTRICTS

{ATTACH LIST OF THE COUNTY'S SPECIAL DISTRICTS]

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT - 4Z -

,

236 23Z

'241 :242 243 244 245 246

--251 253 254 257 260 261

SCHEDULE 1.1 • SPECIAL DISTRICTS

PW ' SOT PW c01 PW C06 AD' C 1 3 A D C 1 1 'AD : C 1 9 AD C 1 9

'AD · C27 AD C28 AD . C31 PK C33

' PW TMCl c pW FC1 : PW }'C3 ' PW :i=C4 :PW ' FC'5 pvv , F'cli ."VV " Fe7 PW i'9A pW , FC9 pw Ffb PW ' !'4fi PK C09 ."k C1'4 PI<

. C16

'PK :C17 PK C 1 8 PK C:W

, �� : �gC pk

. 'HLs PW C29 AD . SOL AD ' MeR AD fDZ AD MVD AD . PED

'AD ;MpC AD RID

: PK :.91 7 ;M_.rin Coun,ll'.Open Sp,_c�

. PW 'MGT _��Xi!1 q9u�.�Y.Tr.�n�.i.t Dj�.tr.i�J

PL . . BPY. , ' __ �ri�,g?u-,,\y.B��e.vel?J'.rnjln.l f\g£.'lc;� __ . . . _ _ _ _ . :Marin County Hazardous and Solid Waste--Jofnt Powers

",CYYf-.!! . .if\�.tb!,rit)' . .

'- -.--lOt). personnel _ _ ,===r�:=�-::J,·=:=t':.::=�::-t=· :.:::.::.t-- :=�1

---_._.,-_._-- '---'-" -' .. _-_. +----

--------- ----+----,_.----+'- . _.-.', .... _ - '----'

--"--" '-'-<'-- -" - --... - .. ------ i�-·-·--··

Personnel

440 '422

509 545

. . 515 525 526 542

· 841 443 445

SCHEDULE 1.1 • SPECIAL DISTRICTS

:<3<> . M.c.<> :GS :CJP GS . 'sLJ .

,�g ;+�j ' SD ;RSH

SD 71 1 :SO' 'MSQ "

. 'SO ' SAQ SD LAF . SD sivlK SO ' MCO

: S D TVC SD fMD SO : SOF

'SD KTF ' SO KRV �;D N81

'SO :'MYVD sti M1i'D SD siv1S SD STR' SO SUD sO INv SD NMW SD SBW SD 'IM SD SU' SO 'SRV SD STF SD SMF SO . TBF

' S O RVS : s o 'cIV1S SO ;TEis SD NVS SO ALM SD :ALS

'So HVs ,SD LGV

: T�:��-;;;e�§J;;e,,¥Y�:��·&'i.��,i:fi���Ji:�·Au,thg��ty �f Marin : �,Ie_�p'y" M2!.I.'?� F.i.�e, f'ro.t�.�tio.r ..D!s��L'?� . .. ��s� y�lle:y Pa��_I!l�.�ic�"�.

SleeRY Ht;l1l9'Y 'Stinson Beach Fire Proection District

SO �LS . . , ... ... ,. ,.,'.. , ' '' ' " . . .. .. , . . SO CFC "First 5 Marin Children and Families Commission

. $�' RBS . i�9fi�i�s!i�:ij§i}j�r;��iY O:i�iiict '" . . . . '." ' . , , SD ' SRS : San Rafael Sanitation District . SD .' M'RC 918 ;Miiriii CouiiiY.Res(j�rc,,-'coiiserva\ion Dist,lct

lAp

,--" ,,�,-, "'''" _.j-. . _-' -1'- 'T-- -I-- :'--1 -"