Enterprise_Resource_Planning_(ERP)_Solution_(Addendum_#1_Revision).pdf

REQUEST FOR PROPOSAL

2026-RFP-064

ENTERPRISE RESOURCE PLANNING (ERP) SOLUTION

City of Pittsburgh

City-County Building

Pittsburgh, PA 15219

RELEASE DATE: May 15, 2026

DEADLINE FOR QUESTIONS: June 15, 2026

RESPONSE DEADLINE: July 10, 2026, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/pittsburghpa https://secure.procurenow.com/portal/%7bproject.government.code%7d

City of Pittsburgh

REQUEST FOR PROPOSAL

Enterprise Resource Planning (ERP) Solution

I. Introduction II. Instructions to Bidders

III. Scope of Work IV. Proposal Format Requirements V. Evaluation Phases

VI. Equal Opportunity Review Commission Terms VII. Award and Contract

VIII. General Terms & Conditions IX. Miscellaneous Requirements X. Vendor Questionnaire

Attachments:

A - Attachment A - Vendor Forms

B - Attachment B - Functional & Technical Requirements

C - Attachment C - Staffing Forms

D - Attachment D - Pricing Forms

E - Attachment E - Current Application Environment Tables

F - Attachment F – Integrations Scope Tables

G - Attachment G – Service Level Agreement (SLA)

Request for Proposal #2026-RFP-064 Title: Enterprise Resource Planning (ERP) Solution

1. Introduction

1.1. Summary

The City of Pittsburgh Office of Management & Budget, on behalf of the Department of Innovation &

Performance, is soliciting proposals from qualified vendors for Enterprise Resource Planning (ERP)

Solution.

1.2. Contact Information

Matthew Marshman

Sourcing Specialist

414 Grant Street

Suite 502

Pittsburgh, PA 15219

Email: matthew.marshman@pittsburghpa.gov

Phone: (412) 715-3489

Department:

Innovation & Performance

1.3. Timeline

The following represents the tentative schedule for this project. Any change in the scheduled dates for the Pre Proposal Conference (if applicable), Deadline for Submission of Written Questions, or Proposal

Submission Deadline will be advertised in the form of an addendum to this RFP. The schedule for the evaluation process and other future dates may be adjusted without notice.

RFP Released May 15, 2026

Pre-Proposal Meeting (Non-Mandatory) June 1, 2026, 9:30am

Via Microsoft Teams - Please RSVP, using RSVP manager on OpenGov. A link will be sent to those who RSVP.

Question Submission Deadline June 15, 2026, 5:00pm

Proposal Submission Deadline July 10, 2026, 3:00pm

Proposal Review and Supplier Scoring July 2026

Contract Award July/August 2026 mailto:matthew.marshman@pittsburghpa.gov tel:(412)715-3489

2. Instructions to Bidders

2.1. Submittal Requirements

All proposals must be submitted electronically. No proposal shall be accepted in person, by U.S. Mail, by private courier service, via oral or email communication, telephone or fax transmission.

Respondents are required to provide one (1) electronic copy of their proposal in either MS Word or PDF by the submission deadline.

If additional hard copies are requested, the proposal should be bound or contained in a loose leaf binder. Document pages shall be 8-1/2 inches by 11 inches in size or folded to such a size. Use section dividers, tabbed in accordance with this Section as specified below. All proposals will need to be provided electronically so the following format will apply for the electronic submittal through the

Beacon website.

2.2. Additional Submission Considerations

Late proposals will not be accepted or considered. Respondents should allow enough time to register company on the City's e-Procurement Portal, search the solicitation they wish to respond to and complete the submission process online before the deadline.

The City of Pittsburgh shall not be responsible for proposals delivered to a person or location other than that specified herein.

All submittals, whether selected or rejected, shall become the property of the City of Pittsburgh and will not be returned.

All costs associated with proposal preparation shall be borne by the applicant.

3. Scope of Work

3.1. Objective

The City of Pittsburgh, with a population of approximately 300,000 residents and a workforce of roughly

2,000 employees across more than 25 departments, operates as a mid-sized, full-service municipality.

While not a large, major metropolitan government, the City delivers a broad range of services that require coordinated, efficient, and adaptable enterprise systems.

The objective of this RFP is to select a proven, vendor-hosted (cloud-based) ERP solution that provides comprehensive core financial functionality, supports best-practice public-sector business processes, and enables greater efficiency, consistency, and data-driven decision-making across the organization. The

City is seeking a solution that improves usability for both central and departmental users, strengthens budgetary and financial controls, enhances reporting and analytics capabilities, and supports long-term operational sustainability.

The City intends to procure a complete ERP solution that includes application software, implementation and project management services, data conversion, integrations, training, change management, and ongoing support and maintenance. While the City is requesting proposals for a fully integrated solution, it reserves the right to determine the final scope of software modules, integrations, and optional components based on overall value, functional fit, implementation approach, and cost considerations.

The City prefers solutions that are mature, widely adopted within the public sector, and successfully operating in production environments for municipalities or governmental entities of comparable size and complexity. Vendors responding to this RFP must demonstrate a strong track record of successful

ERP implementations, financial stability, and the technical and organizational capacity to support the

City through implementation and ongoing operations. In evaluating proposals, the City will consider not only functional and technical capabilities, but also the vendor’s implementation methodology, experience with complex integrations, approach to change management, commitment to continuous improvement, and overall ability to serve as a long-term partner.

3.2. Goals and Outcomes

The following goals define the City’s desired outcomes for this ERP initiative and will guide vendor responses. Success will be defined by reduced manual work, improved data accessibility, and the ability for staff to perform core financial activities directly within the ERP system.

A. Establish a unified, cloud-based ERP platform for financial operations that replaces fragmented legacy systems and enables financial data to be managed within a single system.

B. Simplify and standardize financial workflows to reduce manual work, including spreadsheet tracking and other work performed outside the system, and ensure consistency across departments.

C. Improve reporting and access to financial data by providing timely, reliable insights without the need to manually combine or reconcile data from multiple sources, with the ability to export data in standard formats (e.g., Excel, CSV) as needed.

D. Enable staff to perform their work within the ERP system through training, support, and an intuitive user experience.

E. Strengthen financial oversight and compliance through consistent processes, clear tracking of financial activity, and support for regulatory and grant requirements.

Indicative Outcome Targets (vendors may propose refinements)

A. Reduce manual work by ≥30% for priority financial workflows (e.g., accounts payable, procurement, general ledger) within 12 months of go-live.

B. Reduce reliance on external tracking tools (e.g., spreadsheets) by ≥50% for priority financial activities within 12 months of go-live.

C. Provide timely, system-generated financial reporting, reducing the need to manually combine or reconcile data across systems by ≥50%.

D. Achieve ≥95% of identified users trained within 90 days of go-live, with core financial activities performed within the ERP system.

E. Achieve ≥95% data consistency across integrated systems, enabling reliable data exchange and reducing the need for manual reconciliation and adjustments.

3.3. Definitions

The following definitions are used in the RFP:

• Bidder, Vendor, or Proposer means a firm, company, or organization responding to the RFP document to provide services to implement the software described in the RFP.

• Business Days means Monday through Friday, 8 a.m. to 5 p.m. local time in Pittsburgh, PA excluding City holidays.

• Business Function means business functional areas such as finance, budget, procurement, human resources, and payroll.

• Change Order means a written document signed by the City, and issued to the Vendor, which alters the scope of the Work to be performed by the Vendor, changes of the schedule for performance of the Work, increases or decreases the Vendor’s compensation, or any other change to the Contract.

• Completion means fulfillment of all the Vendor’s obligations under the Contract.

• Confidential Information means information that may be exempt from disclosure to the public or other unauthorized persons under city, state or federal statutes and regulations. Confidential

Information includes, but is not limited to, any information identifiable to an individual that relates to a natural person’s health, finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, email addresses, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, City source code or object code, or

City security information.

• Configuration means the use of application features to establish business rules in the application to meet the City’s business needs.

• Contract means the written agreement entered between the State and the Vendor evidencing the terms and conditions related to the Project. The Contract includes the Vendor-submitted

Response, including executed bid/Response forms, pricing, specifications, and other attachments; Notice(s) to Proceed; and all Amendment(s) issued prior to, and all Modifications

(Change Orders) issued after execution of the Contract.

• ERP Application Software means the software solution for which the successful Vendor will be responsible providing software integration and implementation services.

• Holdback means the payment amounts held back by the City from each Deliverable’s Charges.

• Key Staff means Vendor’s personnel or subcontractor staff whose experience, skills, abilities, or background make them uniquely valuable to the City and who are named as Key Staff in this

Contract or a Statement of Work.

• Outside Agency/3rd Party Interface an interfaces or integration with an outside agencies or organization.

• Personal Data includes, but is not limited to, any information identifiable to an individual that relates to a natural person’s health, finances, education, business, use or receipt of governmental services, names, addresses, telephone numbers, email addresses, social security numbers, driver license numbers, financial profiles, credit card numbers, financial identifiers and any other identifying numbers, law enforcement records, City’s source code or object code, or

City’s security information.

• Plante & Moran, PLLC is the City’s SaaS ERP Procurement Assistance consultant for the project.

• Preexisting Material means proprietary products, software, methods, devices, or the like delivered by the Contractor to fulfill its obligations under this Contract. Preexisting Material does not originate from this Contract but may be incorporated into or be required to properly support Deliverables under this Contract. Preexisting Material may be owned by the Contractor or a third party that has given permission for its use hereunder.

• Price means charges, costs, rates, and/or fees charged in United States dollars for the Services under this Contract.

• Project means City’s overall objective or endeavor of which this RFP document forms a part.

• Proprietary Information means information owned by the Contractor to which the Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws.

• Software means the licensed software application, including third-party software applications that are intended to be implemented by the City.

• Software as a Service (SaaS) means the software vendor’s supported and managed software solution provided as a remote service to the City. The software implementer will work with the software vendor to implement the software solution chosen by the City.

• Software Integrator means the Vendor selected through this RFP process to implement the software solution chosen by the City.

• Software Vendor means the company providing the software to the City.

• Subcontract means any agreement, including purchase orders (other than one involving an employer/employee relationship), entered between the Vendor and a Subcontractor calling for services, labor, equipment, and/or materials required for the performance of the work required by the RFP document, including any modification thereto.

• Subcontractor means any individual, firm, partnership, corporation, joint venture, or other entity, other than an employee of the Vendor, which contracts with the Vendor or a

Subcontractor to furnish services, labor, equipment, or materials required for the performance of the work required by this RFP document, including any modification thereto.

• Supplies, Materials, and Equipment as used herein shall include, without limitation, all items, tangible or intangible, to be incorporated in the work or otherwise delivered to the City hereunder.

• System means the fully installed, configured, and implemented software application(s), including any third-party software, necessary to meet the City’s requirements and defined work.

• System Interfaces defines where the City has identified an integration is needed.

• System Requirements means functional and technical requirements for the software solution chosen by the City. These system requirements and the software vendor’s response form are available in the attached Attachment B - Functional & Technical Requirements.xlsx.

3.4. Enterprise Resource Planning (ERP) Solution Scope

The City is seeking proposals for a comprehensive, fully integrated, vendor-hosted (cloud-based) ERP solution that will serve as the City’s primary system of record for core financial and related administrative functions. The proposed solution should support standardized, best-practice public-sector business processes while remaining configurable to meet the City’s specific regulatory, operational, and organizational requirements.

The proposed ERP solution should include modern reporting, analytics, and inquiry capabilities that enable both centralized finance staff and departmental users to access timely, accurate information.

This includes standard and ad hoc reporting, configurable dashboards, and the ability to support internal management reporting as well as external reporting requirements.

The ERP must be designed to integrate seamlessly with the City’s broader application ecosystem, including but not limited to payroll, human resources, revenue/billing systems, asset and work order systems, and other departmental or enterprise applications. Vendors should propose a standards-based integration approach that supports data consistency, minimizes custom development, and enables long-term maintainability.

As part of this RFP, vendors are expected to clearly identify the ERP modules, functional components, and optional capabilities included in their proposed solution. The City reserves the right to select all or a subset of proposed modules and to sequence implementation in phases based on organizational priorities, readiness, and funding considerations.

The City will also accept proposals submitted either by a single prime contractor or through a partnership between a software vendor and implementation partner/system integrator. Regardless of proposal structure, the responding vendor must clearly identify overall project accountability, implementation responsibilities, support responsibilities, and all subcontractor or partner relationships

The following software modules are in scope:

• Accounts Payable

• Accounts Receivable/Miscellaneous Billing

• Bank Reconciliation

• Budgeting

• Cash Management

• Contract Management

• Capital Asset Management

• Financial Reporting

• General Ledger

• Grant Management

• Procurement

• Project Accounting

• General and Technical

• Reporting, Dashboards, and Data Analytics Tools

• Any other necessary software components to support the proposed Core Application Software solution

The following services are in scope:

• Project management

• Software installation/set-up

• Security design and configuration

• Business design/software configuration

• Technical design and standards

• Data conversion and migration

• Business analytics, reports, and form development

• Integration and interface development

• Software modifications (if necessary, based on response to functional requirements)

• Testing services

• Training services

• Change management services

• Knowledge transfer to staff

• System documentation development

• Go-Live Support

• Ongoing managed, support, and maintenance services

• Ongoing cloud hosting services

Vendors should identify recommended implementation sequencing and distinguish between core foundational modules and modules that may be better suited for later implementation phases based on organizational readiness, complexity, or dependencies.

3.5. Current Application Environment

Please see Attachment - E "Current Application Environment Tables" to view the tables that identify the

City’s current inventory of systems and applications, along with the legend for what the City’s intent is related to each system/application.

3.6. Integrations Scope

Please see Attachment - F "Integrations Scope Tables" to view the tables that identifies the integrations the City has compiled based on its business process analysis to support seamless data exchange and end-to-end business processes. The proposed ERP solution must support integration with the City’s existing and future application landscape; however, the specific set of required integrations may vary based on the proposed solution’s architecture, functionality, and delivered capabilities.

3.7. Service Level Agreement (SLA)

The Attachment - G "Service Level Agreement (SLA)" defines a subscriber’s service expectation and provides a performance standard for the service provider as well as describing the service levels

(individually, an “SLA” or collectively, the “SLA”) applicable to the vendor’s provision of (this software/application) pursuant to the Agreement executed by (the vendor) and City. There are no formal submission requirements for this attachment; this has been provided for consideration only.

3.8. Vendor Proposal Guidelines

Intent

The purpose of this Request for Proposal (RFP), along with its contract terms, is to ensure that both the

City and the selected vendor have a complete and clear understanding of their responsibilities under any resulting agreement. Vendors are responsible for making sure their proposal includes all addenda issued before the proposal submission deadline. It is also the vendor’s duty to carefully review the RFP documents and gather any additional information needed to understand all requirements and conditions for performing the agreement.

No Ex-Parte Communications During Competitive Bidding Period

To ensure the proper and fair evaluation of a response, the City prohibits ex parte communication (e.g., unsolicited) initiated by the vendor to a City official or an employee evaluating or considering the responses prior to the time a formal decision has been made. Questions and other communication from vendors will be permissible until June 29, 2026, at 3:00 PM. Any communication between the responder and the City after the deadline for questions will be initiated by the appropriate City official or employee to obtain information or clarification needed to develop a proper and accurate evaluation of the response. Ex parte communication may be grounds for disqualifying the offending responder from consideration or award of the solicitation in evaluation or any future solicitation.

Basis for Award, Evaluation Criteria, and Questions

The qualification of vendors on this project will be considered in making the award. The City is not obligated to accept any proposal if deemed not in the best interest of the City to do so. The City shall award to the qualified vendor based on the evaluation criteria outlined in section 3.10 - 3.13 and in section 5 of this RFP.

Failure to include in the proposal all information outlined herein may be cause for rejection of the proposal.

The City reserves the right to accept or reject any and all proposals, in whole or in part, that are deemed to be in the best interest of the City at its sole discretion.

A proposal may be considered non-responsive at any time during the solicitation if conditions change.

The City reserves the right to waive any informalities or irregularities in proposals.

The City reserves the right to negotiate separately the terms and conditions or all or any part of the proposals as deemed to be in the City’s best interest at its sole discretion.

Information and/or factors gathered during interviews, negotiations, and any reference checks, and any other information or factors deemed relevant by the City shall be utilized in the final award. The final award of a contract is subject to approval by the City.

Advertising

Vendor shall not advertise or publish the fact that the City has placed this order without prior written consent from the City except as may be necessary to comply with a proper request for information from an authorized representative of a governmental unit or agency.

Advice of Omission or Misstatement

In the event it is evident to a Vendor responding to this RFP that the City has omitted or misstated a material requirement to this RFP and/or the services required by this RFP, the responding Vendor shall advise the contact identified on Section 1.2, of such omission or misstatement.

Confidential Information

Information contained in the Vendor’s proposal that is company confidential must be clearly identified in the proposal itself. City will be free to use all information in the Vendor's proposal for the City’s purposes. Vendor proposals shall remain confidential until the City’s Selection Team makes its recommendation to the Board. The Vendor understands that any material supplied to the City may be subject to public disclosure under the City’s Confidentiality Act.

Confidentiality Statement

Any information, including materials, drawings, designs, documentation, and other property or data, disclosed to the proposal responder shall not be used, reproduced, appropriated, or otherwise disseminated to anyone other than the City.

Reserved Rights

The City reserves the right to waive any irregularities; accept the whole, part of, or reject any or all proposals; and to select the firm which, in the sole opinion of the City, best meets the City’s needs. City also reserves the right to negotiate with potential Vendors so that the City’s best interests are served.

Turnkey Solution

All prices must include all software, subscriptions, third-party platforms, integrations, cloud infrastructure, and services required to deliver a fully functional solution. Vendors must disclose all required third-party components, including integration and identity-related components, as well as all associated licensing, subscription, and ongoing costs. Any components necessary for full functionality must be included, whether or not explicitly stated in this RFP. The City of Pittsburgh reserves the right to procure certain components separately. Vendors must identify any assumptions regarding City-provided systems and describe how their solution will integrate with them.

Requirements for Signing Proposal

Each vendor, by proposing, represents that this document has been read and is fully understood.

The proposal must be signed digitally by an individual authorized to legally bind the person, partnership, company, or corporation submitting the proposal.

All manual signatures must have the name typed directly under the line of the signature.

The above requirements apply to all RFP addenda.

Tax Exempt Status

The City is exempt from paying sales taxes.

Proposal Preparation Costs

The vendor is responsible for all costs incurred by the vendor or subcontractors in responding to this request for proposal.

System Design Costs

The successful vendor shall be responsible for all design, information gathering, and required programming to achieve a successful implementation. This cost must be included in the base proposal.

Pricing Eligibility Period

All vendor proposals are required to be offered for a term not less than 180 calendar days in duration. A proposal may not be modified, withdrawn, or canceled by the vendor during the 180-day period following the time and date designated for the receipt of proposals. It is the City’s intent to procure that software solution that meets the long-term criteria for the City. The City, during the selection process, may decide to purchase a subset of the proposal components with the initial contract. The City requires that vendors agree for a period of three years from the date of the proposal to honor software and services pricing established within the vendor’s response for proposed components that are not included in the City’s initial purchase. The price of the proposed components can only be increased by the vendor during such time by an amount equal to the annual CPI-U adjustment for the region or 3%, whichever is less.

Additional Charges

No additional charges, other than those listed in Attachment D – Pricing Forms.xlsx, shall be made.

Prices quoted will include verification/coordination of order, all costs for shipping, delivery to all sites, unpacking, setup, installation, operation, testing, cleanup, training, and vendor travel charges.

Purchase Quantities

The City reserves the right to purchase any quantities of hardware or software items bid without altering the unit purchase price upon award and throughout the contract period.

Rights to Pertinent Materials

All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the vendors that are submitted as part of the proposal shall become the property of the City upon receipt, a part of a public record upon opening, and will not be returned.

The City reserves the right to accept any proposal, to reject any or all proposals, to waive any irregularities in the proposal process, and to accept any proposal in the best interest of the City.

Award of Contract

The vendor shall be deemed as having been awarded a contract when the formal notice of acceptance of the proposal has been duly served upon the intended awardee by an authorized agent of the City.

Note that the successful vendor, at the time of contract execution, must be licensed to do business in

Pittsburgh.

Insurance Requirements

The City will require the finalist vendor to retain insurance coverage in amounts and kinds to be negotiated with the finalist.

3.9. Software Maintenance and Support - Terms & Conditions Example

This section provides an example of the terms and conditions that will be included in the contract.

Extended Services

For as long as the City pays the subscription fees (“Annual Fees”) delineated in Exhibit <##>, Vendor will provide the City with maintenance and support services (“Extended Services”) with respect to the

Software. Such Extended Services shall consist of the following:

A. Vendor shall provide maintenance for the Software necessary to ensure its operation in material conformance with all Documentation, Contract Documents and all representations and warranties set forth herein.

B. Vendor shall provide the City with any revisions, updates and enhancements of the Software, together with related documentation, during the period in which enhancement and support services under this Agreement are furnished.

C. Vendor agrees that the rates specified for Extended Services shall remain in effect for a period of minimally two (2) years from initial contract signing.

D. Vendor agrees not to assign its Extended Services obligations as contemplated herein, without prior written authorization of the City, which will not be unreasonably withheld. Vendor will not utilize subcontractors for any Extended Services provided herein without the express written authorization of the City.

Resolution and Response Time Warranty

Vendor warrants that all Resolution and Response Times delineated below shall be adhered to as follows:

Priority 1 support issues are defined as: Mission Critical – Software is down /undiagnosed but feared critical; situation may require a restore and Software use is suspended until a diagnosis is given.

• Response to first call time limit – within two (2) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within xxxxx business days.

• If Vendor and the City are on a support telephone call to resolve a Priority 1 support issue at the time that normal support hours end, Vendor support representatives will remain on the call past the normal support hours to provide what assistance can be provided at no additional cost. the

City acknowledges that programmers will not be available at that time.

• Penalty for not adhering to time limits - the City shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Priority 2 support issues are defined as: Critical Issue – Software is not down, but operations are negatively impacted.

• Response to first call time limit – within four (4) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within two (2) business days.

• Penalty for not adhering to time limits - the City shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Priority 3 support issues are defined as: Non-Critical Issue – resolution period to be mutually agreed upon.

• Response to first call time limit – within twelve (12) business hours.

• Resolution time limit – Vendor shall use its best efforts to resolve within four (4) business days.

• Penalty for not adhering to time limits - the City shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Termination of Annual Maintenance and Support

The City may cancel Extended Services upon ninety (90) day notification to the Vendor.

Extended Services may be reinstated by the City at an amount not to exceed the back fees that would have been due if Extended Services had not been dropped. In the event of reinstatement of Extended

Services, the City shall not be forced to move to a new [license][subscription] model.

The Vendor shall give the City at least six (6) months’ notice before unilaterally canceling Extended

Services. In addition, the Vendor shall continue to support the Software as long as it is supporting such

Software for other customers of Vendor.

Federally Mandated Changes

Vendor shall supply the City with all federally mandated changes to Vendor’s Software. Vendor will make a good faith effort to provide the City with these changes within ninety (90) days of their enactment dates prescribed by the aforementioned bodies. In the event that Vendor is unable to supply these changes within ninety (90) days of the enactment, the City will be credited a prorated share of the

Annual Fees for every week Vendor is tardy in delivering the required change.

Future Releases/Upgrades

The City shall be entitled to future releases and upgrades, whether of a “minor” or major” nature, of

Software for no additional cost beyond the Annual Fees delineated in Exhibit <##>.

Solution Longevity

The Vendor certifies that the Software will remain available and fully supported by Vendor for a minimum of five (5) years from the date the Agreement is signed and that any material changes to

Vendor’s company or products will not affect the City's implementation or Extended Services of the

Software as long as the City pays the Annual Fees.

Successor Software Products

In the event Contractor makes available successor software products with substantially similar functionality as the Software which may be based on a new technical architecture (“Successor

Products”) within 10 years of contract signing, the City may transfer the subscription for the Software to the Successor Products for no additional Contractor Annual fees. In such event, the City shall pay the then-current Annual Fees for the Successor Products, in addition to any services and/or third-party fees associated with the Successor Products.

Functionality Replacement

The City maintains the rights to the Software functionality that is subscribed to herein, even if that functionality later gets renamed or bundled by Vendor as a new product.

Continuity of Warranty

The City may continue the Software Warranty protection by purchasing and paying for Extended

Services described herein. By doing so, all Software Warranty and Resolution and Response Time

Warranty conditions included herein shall remain in effect, in perpetuity, as long as payments for Annual

Fees are kept current.

Payment Terms – Annual Fees

The City’s payments under the Agreement, including the time of payment and the payment of interest on overdue amounts, are subject to the City’s payment policies. the City reserves the right to modify any amount due to Vendor presented by invoice to the City if necessary, to conform the amount to the terms of the Agreement.

Vendor shall invoice the City for the Total Amount on Exhibits <##> and <##> according to the following payment schedule:

Annual Fees

• First year Annual Fees due upon Final Acceptance

• Subsequent Annual Fees due annually on anniversary of Final Acceptance

Vendor shall submit to the City an invoice in a form agreeable to the City. The invoice shall be accompanied by such supporting documentation as required by the City.

3.10. Professional Services - Terms & Conditions Example

This section provides an example of the terms and conditions that will be included in the contract.

Intellectual Property

All information, data, programs, publications and media created specifically for and paid for by the City or as a result of the Services identified in this Agreement is the property of the City unless otherwise noted, copyright protected, or defined or agreed to by both parties to this Agreement.

Contract Extension

If Vendor anticipates missing a milestone date identified in the Project Schedule, then Vendor must notify the City immediately so that a mutually acceptable revised milestone date can be agreed to. Such revisions will not alleviate the City’s right to Liquidated Damages in the event such a delay is caused by

Vendor resulting in a delay of the Go Live date as defined in Project Schedule.

Subcontractors

Vendors may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Vendor must obtain written prior approval from the City for activities or duties to take place at the City site. In using subcontractors, the Vendor agrees to be responsible for all of their acts and omissions to the same extent as if the subcontractors were employees of the Vendor.

Control of Sub-Contractor, Project Team and Project Manager Designation

The Vendor understands that the successful installation, testing, and operation of the Software that is the subject of this Agreement shall be accomplished by a cooperative effort. To most effectively manage this process, the Vendor shall designate a single representative to act as an ex-officio member of the City’s project management team (“Project Manager”) and who shall have the authority to act on behalf of the Vendor on all matters pertaining to this Agreement.

The City shall have the right to approve all subcontractors, Project Manager, and staff assigned to the

City by Vendor (“Designated Staff”). In the event that a Designated Staff of the Vendor is, in the opinion of the City, uncooperative, inept, incompetent, or otherwise unacceptable, the Vendor agrees to remove such person from the project. In the event of such a removal, the Vendor shall, within thirty

(30) days, fill this representative vacancy as described above. Regardless of whom the Vendor has designated to fill this representative vacancy, the Vendor organization remains the ultimate responsible party for performing the tasks and responsibilities presented in this Agreement.

Project Schedule and Acceptance

Vendor will develop a detailed project schedule that details both Vendor and the City’s responsibilities, timeline for project activities, phases, milestones, and deliverables (“Project Schedule”) in connection with Vendor’s performance of the Services. The Project Schedule should be in sufficient detail to specify the deliverables, conversion, training, testing, acceptance, configuration, modification, integration, and live operation activities. Both Vendor and the City agree that a mutually agreeable Project Schedule will be submitted and approved by the City within thirty (30) days of the date the Agreement is signed by both parties (“Effective Date”). In the event Vendor is unable to provide the Project Schedule within thirty (30) days, the City will have at its option, the ability to terminate the Agreement and obtain all fees paid to Vendor. The Project Schedule will also include the criteria by which the software will be tested and accepted by the City.

Programming Services

The City may during the implementation period or thereafter require modifications, interfaces, conversion, report writing, etc., services from Vendor (“Customizations”). Vendor agrees to provide a written Change Order describing the work to be performed and estimating the costs for the City approval before any work is initiated by Vendor. Vendor will not exceed the costs set forth in the mutually agreed to Change Orders without justification, in writing, that is acceptable to the City. No costs in excess of the estimates will be paid by the City unless approved in writing in advance of fee incurrence. All Customizations shall be subject to Acceptance Testing before payment is released by the

City. Acceptance of the Customizations resulting from each Change Order shall be per the Acceptance

Testing clause herein.

Acceptance Testing

For purposes of acceptance of the Solution (or portions thereof), the parties intend to use the following staged acceptance procedure. All timeframes specified in the following procedures may be overridden by the Project Schedule.

• Written Deliverable: Vendor may submit interim drafts (stamped, noted or otherwise clearly marked “Draft”) of a written deliverable to the City for review. the City agrees to review and provide comments to Vendor on each interim draft within five (5) business days after receiving it from Vendor. the City will have the opportunity to review the written deliverable for an acceptance period of five (5) business days after delivery of the final version (stamped, noted or otherwise clearly marked “Final Draft”) of the written deliverable (the “Acceptance

Period”). the City agrees to notify Vendor in writing by the end of the Acceptance Period either stating that the written deliverable is accepted in the form delivered by Vendor or describing in reasonable detail any substantive deficiencies that must be corrected prior to acceptance of the written deliverable. If Vendor does not receive any such deficiency notice from the City by the end of the Acceptance Period, the written deliverable will be deemed to be accepted and an approved document marked “Approved” and dated will be provided to the City. If the City delivers to Vendor a timely notice of deficiencies and the items specified in the notice are deficiencies, Vendor will promptly correct the described deficiencies and return to the City for

Acceptance. the City will not unreasonably withhold, delay or condition its approval of a final written deliverable.

Vendor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to the City and date returned.

• Software Deliverable: Acceptance testing is an iterative process designed to determine whether each component of the Software combined with related Services delivered by Vendor

(“Software Deliverable”) performs the functions described in the Contract Documents and to discover and remove material deviations where the Software Deliverable does not substantially perform the functions described in the Contract Documents (“Defects”) through repeated testing cycles. In the event of conflicts between Contract Documents and Application Software

Documentation the Contract Documents will prevail.

Vendor will work with the City and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested Software Deliverable and to test each Software Deliverable (the “Acceptance Tests” or

“Acceptance Testing”).

• The “Acceptance Test Period” for each Software Deliverable will be ten (10) business days unless an alternate time is mutually agreed upon between Vendor and the City per the

Project Schedule. The Acceptance Test Period for each Software Deliverable will start within three (3) business days, unless an alternate start date is mutually agreed upon by Vendor and the City per the Project Schedule, after the Software Deliverable is installed at the City’s designated site and Vendor has successfully completed Vendor’s installation test and notified the City that the Software deliverable is “Ready for Acceptance Testing.” Vendor will not be obligated to deliver a Software Deliverable to the City until the City demonstrates the readiness of the target technical platform and environment.

• If the City determines during the Acceptance Test Period that the Software Deliverable contains a Defect, the City will promptly send Vendor a written notice reporting the alleged Defect describing it to Vendor in sufficient detail reasonably necessary for Vendor to recreate

it. Vendor will modify the Software Deliverable to remove the reported Defect and will provide the modifications to the City for re-testing. the City will then re-test the modified portions of the Software Deliverable promptly after receiving the modifications from Vendor. In such a case, Vendor and the City will mutually agree upon an updated Acceptance Test Period.

• By the end of the Acceptance Testing Period the City will provide Vendor with a final written list reporting any outstanding Defects (the “Punch List”). the City will then have ten (10) business days after the receipt of the modifications to re-test the modified Software Deliverable to confirm that the Defects that were reported on the Punch List have been removed. If any

Defects that were reported on the Punch List have not been removed, the City will provide

Vendor with written notification by the end of the retesting period reporting any such

Defects. In such event, the procedures set forth in this section will be repeated for the remaining Defects on the Punch List.

• Vendor and the City each agree to work diligently to achieve acceptance of Software Deliverable at the earliest possible date.

o “User Acceptance Testing” shall mean testing of each Phase identified in the Project

Schedule using the process defined above for Software Deliverable.

o “Conditional Acceptance” will occur upon the earlier of correction of Defects reported as part of User Acceptance Testing of the Phase or Go-Live of the Phase. There will be a

Conditional Acceptance for each Phase; Conditional Acceptance after the final Phase constitutes Conditional Acceptance of the entire Solution. Unless the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty

(30) calendar days, Vendor and the City will work diligently to put the Phase into Go Live operations.

o “Final Acceptance” involves use of the Solution in totality in production operations for a period of ten (10) calendar days, provision of all Services by Vendor, and completion of the

Phases and/or the Software previously tested and meeting Conditional Acceptance. If after ten (10) calendar days the Solution performs without Defects, the City and the Vendor will both issue and execute a “Final Acceptance” of the Solution. The ten (10) day period for

Final Acceptance will stop if Defects are found during production use and prevent further production use of the Software. The Final Acceptance process will resume on the date the

Defect is confirmed as fixed and will continue for the remainder of the ten (10) day period.

There will be a Final Acceptance for each Phase; Final Acceptance after the final Phase constitutes Final Acceptance of the entire Solution.

Professional Services Warranty

Vendor agrees at all times to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. Vendor agrees that, at all times, the employees of Vendor furnishing or performing any services shall do so in a proper, workmanlike, and dignified manner.

Vendor agrees that all persons working for or on behalf of Vendor whose duties bring them upon the

City’s premises shall obey the rules and regulations that are established by the City and shall comply with the reasonable directions of the City’s officers. the City may, at any time, require the removal and replacement of any of Vendor's employees for good cause.

Vendor shall be responsible for the acts of its employees and agents while on the City’s premises. Accordingly, Vendor agrees to take all necessary measures to prevent injury and loss to persons or property located on the City’s premises. Vendor shall be responsible for all damages to persons or property caused by Vendor or any of its agents or employees. Vendor shall promptly repair, to the specifications of the City, any damage that it, or its employees or agents, may cause to the City’s premises or equipment; on Vendor's failure to do so, the City may repair such damage and Vendor shall reimburse the City promptly for the cost of repair.

Vendor agrees that, in the event of an accident of any kind, Vendor will immediately notify the City’s contact person and thereafter, if requested, furnish a full written report of such accident.

Vendor shall perform the services contemplated in the Agreement without interfering in any way with the activities of the City’s staff or visitors.

Vendor and its employees or agents shall have the right to use only those facilities of the City that are necessary to perform services under this Agreement and shall have no right to access any other facilities of the City. The City shall also extend parking privileges to properly identified members of Vendor's full-time staff on the same basis as they are extended to the City’s staff.

The City shall have no responsibility for the loss, theft, mysterious disappearance of, or damage to equipment, tools, materials, supplies, and other personal property of Vendor or its employees or subcontractors.

Ineffective Training

Vendor will submit to the City an agenda in advance of any training sessions to be covered with the key materials provided during the course of the training. Further, Vendor will provide to the City details associated with the layout of the training facility, computer requirements, as well as all associated media necessary to deliver the course. the City will conduct a rating of the course after its completion and communicate the results of this rating to Vendor for future class improvements. In the event that the City asserts in good faith that any Vendor training consultant lacks the skill or capability to adequately train the City’s staff, Vendor shall replace such training consultant as soon as reasonably possible. If the City notifies Vendor within ten (10) business days of the completion of said training, that in the City’s reasonable judgment the training sessions provided by such training consultant were inadequate or ineffective, then Vendor shall provide a credit in training days to the City for all such training sessions.

Subcontracts

The Vendor agrees not to subcontract any of the work required by this Agreement without the prior written approval of the City Manager or designee which will be determined during contract negotiations. The Vendor agrees to be responsible for the accuracy and timeliness of the work submitted in the fulfillment of its responsibilities under this Agreement.

Force Majeure Clause

Timely performance is essential to the successful initial implementation and ongoing operation of the network described herein. However, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by force majeure.

Force Majeure Requisites

Force majeure shall not be allowed unless:

• Within ten (10) calendar days of the occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events.

• Within twenty (20) calendar days after the cessation of the force majeure event, the party whose performance was delayed shall provide the other party written notice of the time at which force majeure ceased and a complete explanation of all pertinent events pertaining to the entire force majeure situation.

120 Day Maximum

Under no circumstances shall delays caused by a force majeure extend beyond hundred-twenty (120) days from the scheduled delivery or completion date of a task, unless by prior [to the end of the hundred-twenty (120) day period]…