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LAWSN <br />5. Project Budget <br />5.1. Pricing <br />The Services will be charged to the City on a time and materials, not -to- exceed, basis subject to the maximum <br />cost, which includes travel and all reimbursable expenses, as set forth in 5.2. As used in this 5.1, "not -to- <br />exceed" means that Lawson will perform its obligations under this SOW even if it is required to expend more <br />than the number of hours used to determine the Fees set forth below and will not charge the City for such <br />excess hours or expenses unless otherwise permitted under this SOW, and if the actual number of Lawson <br />person hours required to complete the Services is less than the number of hours used to determine the Fees <br />set forth in 5.2, then the City shall retain the difference between the actual Fees and the Fees in 5.2. Any <br />changes to the Services Fees or terms described in this Section 5 will be subject to the Project Change Control <br />Procedure described in Section 10 of this SOW. <br />5.2 Services Fees <br />Lawson agrees to provide the City the not -to- exceed Services described in the SOW for a total not -to- <br />exceed hours of 20,818 and a total not- to- exceed fee (not including sales taxes) in the amount of <br />$3,831,081.00 USD which includes the not -to exceed Other Expenses or Additional Project Services as <br />defined in this SOW and in the following paragraph. Any changes to the scope of the SOW are subject to <br />the processes and assumptions described in the SOW. <br />Not- to-Exceed Fee Services shall be invoiced by Lawson based upon the completion of the <br />Lawson and Subcontractor Deliverables detailed in Section 11, Section 12, Appendix C and <br />Appendix D of this SOW and according to the Milestone payment schedule in Section 5.5 below. <br />Reasonable travel, living and other out -of- pocket expenses incurred in providing the Services <br />( "collectively, the "Other Expense ") shall be invoiced by Lawson on a monthly basis and shall not <br />exceed $489,888.00 USD unless prior approval is given by the City. <br />5.3 Additional Project Services. <br />Lawson and the City agree that in addition to above Fees, $400,000.00 USD has been set aside for Additional <br />Project Services. These funds are to address items that are currently unknown to both parties that will be <br />required to complete the implementation. These items can be additional hours in excess of those identified for <br />particular activities. In the event such items arise, the Lawson Project Manager will have the authority to seek <br />authorization from the City Project Manager to use the Additional Project Service funds to pay for these items. <br />Any use of these funds will be subject to joint agreement and official sign off by both project managers and <br />execution of a Change Order in accordance with the Project Change Control Procedure in Section 10 of this <br />SOW. Billing for Additional Project Services will be performed outside of the milestone payment schedule in <br />this section. The City will only be charged for funds officially agreed upon and used during the project. <br />Additional Project Services shall be invoiced by Lawson twice monthly on a time and materials basis. Other <br />Expenses shall be invoiced by Lawson as such Other Expenses are incurred. <br />SOW- SantaAna- 1217eb08 vFinal_v2.doc Confidential 12 <br />