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<br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 9 of 10
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<br />PROFESSIONAL SERVICES SCHEDULE
<br />This Professional Services Schedule is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the
<br />authorized representatives of the Parties hereby execute this Professional Services Schedule to be effective as of the Commencement Date, as
<br />defined in the Order Document.
<br />_______________________________________________________________________________________________________________________________
<br />1. SERVICES
<br />1.1 Work Authorizations/Statements of Work. MRI will perform
<br />the mutually agreed upon Professional Services for Client described in
<br />one or more work orders, work authorizations, statements of work or
<br />Order Documents (individually and collectively an “SOW”) as the parties
<br />may agree to in writing from time to time. Each SOW, once executed by
<br />the authorized representatives of the parties, shall become a part of the
<br />Agreement. Except as expressly stated elsewhere in this Schedule, in the
<br />event of a conflict between the terms of this Schedule and the terms of
<br />a SOW, the terms of this Schedule shall prevail.
<br />1.2 Change Orders. Either party may propose a change order to
<br />add to, reduce or change the Professional Services ordered in the SOW.
<br />Each change order shall specify the change(s) to the Professional Services
<br />or deliverables, and the effect on the time of performance and on the
<br />fees owed to MRI, due to the change. Once executed by both parties, a
<br />change order shall become a part of the SOW.
<br />1.3 Costs. Professional Services shall be provided on a time and
<br />materials (“T&M”) basis at MRI’s T&M rates in effect at the time the
<br />Professional Services are performed, unless otherwise specified in the
<br />applicable Statement of Work. On a T&M engagement, if an estimated
<br />total amount is stated in the applicable SOW, that amount is solely a good
<br />faith estimate for Client's budgeting and MRI’s resource scheduling
<br />purposes and not a guarantee that the work will be completed for that
<br />amount. If Client wishes the MRI personnel to perform Professional
<br />Services at Client’s site, Client agrees it shall give MRI at least two (2)
<br />weeks’ prior notice so MRI can make appropriate travel arrangements.
<br />Professional Services performed at Client’s site shall be billed to Client
<br />in minimum increments of eight (8) hours per day per MRI employee.
<br />Fees are based on services, including training services, provided during
<br />normal MRI business hours, Monday through Friday, 8:00 a.m. - 7:00 p.m.
<br />local time (MRI holidays excluded). Professional Services provided by MRI
<br />outside of normal MRI business hours will be subject to a premium service
<br />charge of one and one-half of the standard MRI list price for such
<br />services. Except as otherwise provided in Section 4.1 herein with respect
<br />to training services, if Client cancels a Professional Services engagement
<br />specified in an approved SOW less than ten (10) business days before the
<br />scheduled start date for such Professional Services, Client shall pay
<br />twenty-five percent (25%) of the total estimated costs for Professional
<br />Services scheduled for performance between five (5) and ten (10)
<br />business days of MRI’s receipt of Client’s cancellation and fifty percent
<br />(50%) of any Professional Services scheduled for performance within five
<br />(5) business days of such receipt.
<br />1.4 Delays/Costs Overruns. In the event of any delay in Client’s
<br />performance of any of the obligations set forth herein or any other delays
<br />caused by Client, the milestones, fees and date(s) set forth in the SOW
<br />shall be adjusted on a T&M basis as reasonably necessary to account for
<br />such delays, and the adjustment shall be made by change order in
<br />accordance with the provisions of Section 1.2 above.
<br />2. PROJECT MANAGEMENT
<br />2.1 Responsibility. MRI shall be responsible for securing,
<br />managing, scheduling, coordinating and supervising MRI personnel,
<br />including its subcontractors, in performing the Professional Services.
<br />2.2 Cooperation. Client shall provide MRI with good faith
<br />cooperation and access to such information, facilities, personnel and
<br />equipment as may be reasonably required by MRI in order to provide the
<br />Professional Services, including, but not limited to, providing security
<br />access, information, and software interfaces to Client’s applications, and
<br />Client personnel, as may be reasonably requested by MRI from time to
<br />time. Client acknowledges and agrees that MRI’s performance is
<br />dependent upon the timely and effective satisfaction of Client’s
<br />responsibilities hereunder and timely decisions and approvals of Client in
<br />connection with the Professional Services. MRI shall be entitled to rely
<br />on all decisions and approvals of Client.
<br />2.3 Subcontractors. MRI may subcontract or delegate any work
<br />under any SOW to any third party without Client’s prior written consent;
<br />provided, however, that MRI shall remain responsible for the
<br />performance, acts and omissions of any such subcontractors.
<br />2.4 Client Data. Client Data must be provided to MRI in a format
<br />approved by MRI or additional charges will apply. Client is responsible for
<br />the accuracy and completeness of its information and Client Data. MRI’s
<br />performance is dependent on Client’s timely provision of accurate and
<br />complete resources and information, including but not limited to
<br />detailed, precise and clear specifications for any deliverables.
<br />2.5 Remote Access. For installation of the System and for any
<br />Support of the System, Client shall ensure that MRI’s assigned technical
<br />personnel are able to access the System remotely. Client shall be
<br />responsible for providing MRI access through any Client security
<br />measures. MRI alone shall decide whether access to the System is
<br />sufficient for installation purposes. Certain functionality of the System
<br />may require connections to or interaction with MRI after such System is
<br />running on Client’s infrastructure, and Client agrees to permit and
<br />facilitate such connections and interaction. “System” means the total
<br />complement of hardware and Software furnished and/or maintained by
<br />MRI.
<br />2.6 Testing of Projects. Client shall test any deliverables, and
<br />notify MRI of all deficiencies relative to the applicable specifications for
<br />such work set forth in the applicable SOW within thirty (30) calendar days
<br />following MRI’s delivery of such deliverables to Client (“Notification
<br />Period”). Subject to Client’s timely notification and provided that the
<br />deficiencies are MRI’s responsibility, MRI will re-perform the applicable
<br />Professional Services as required to meet the applicable specifications at
<br />no additional charge.
<br />3. LICENSE AND OWNERSHIP
<br />3.1 Ownership. Without prejudice to the provisions of Section 6
<br />(Limited Rights and Ownership) of the Master Agreement, all Intellectual
<br />Property including all copies thereof in any Software, other products
<br />furnished by MRI and the results of the Professional Services performed
<br />by MRI including (without limitation) all deliverables, documentation,
<br />training materials, Configurations and all Intellectual Property embodied
<br />therein shall, subject to Section 3.2 below, vest solely and absolutely in
<br />MRI or its licensors. MRI may access the System remotely in order to copy
<br />Configurations to the Software or to otherwise ensure Client’s
<br />compliance with the terms of this Section 3.1 and the Agreement.
<br />3.2 Limited License. MRI grants Client, upon full payment of the
<br />applicable fees and charges, during the Term and subject to the
<br />restrictions set forth in Section 6.2 of the Master Agreement, a personal,
<br />nontransferable, nonexclusive, nonsublicensable, limited license to use
<br />the deliverables solely for Client’s own internal business needs.
<br />4. SUPPLEMENTAL TERMS FOR TRAINING SERVICES
<br />4.1 General. “Training Courses” are defined as: classroom-based,
<br />live virtual, and/or self-paced e-learning courses provided by MRI’s
<br />training division called MRI Learning Solutions. Training Courses and their
<br />respective prices, policies and schedules are subject to change without
<br />notice. Training Courses shall be provided by MRI to Client pursuant to
<br />the terms of an SOW. “Named Users” as used herein are defined as Client
<br />Users listed in the SOW that shall be eligible to receive Training Courses.
<br />4.2 Cancellation and Transfer Policies.
<br />4.2.1 Client Training Course Cancellation Policy. “Client Training
<br />Courses” means non-publicly offered Training Courses delivered
<br />specifically for Client and held at a mutually agreed upon time and
<br />EXHIBIT 2
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