HomeMy WebLinkAboutItem 14 - Authorize Funding for One (1) Additional Year for a Learning Management System Human Resources Department
www.santa-ana.org/HR
Item # 14
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 5, 2025
TOPIC: Authorize Funding for One (1) Additional Year for a Learning Management
System
AGENDA TITLE
Authorize Funding for One (1) Additional Year for a Learning Management System
Agreement with Meridian Knowledge Solutions, LLC
RECOMMENDED ACTION
Authorize funding at reduced subscription fees for one (1) additional year for the
agreement with Meridian Knowledge Solutions, LLC, for the Learning Management
System ("LMS") subscription at an annual rate of$30,362, and the add-on service of
web-based training content at an annual rate of$42,064.
GOVERNMENT CODE 484308 APPLIES: Yes
DISCUSSION
On June 17, 2025, City Council authorized funding for two additional years for the
Learning Management System (LMS) at$34,006 annually and the add-on service of web-
based training content through OpenSesame at an annual rate of$42,064 for fiscal years
25-2026 and 2026-2027. Since that request was approved, staff has negotiated a
reduction in LMS service fees for the LMS at a rate of $30,362 per year. However, this
reduction in rate requires acknowledgement of a third, optional year in 2027-2028.
Acceptance of this new rate and optional third year allows for the City to pay the reduced
fee for the LMS subscription for all three years and be able to cancel prior to the third year
if the services are no longer required. Staff is requesting approval for this third, optional
year in order to take advantage of the lower rate for all years. Prior to the 2027-2028
Fiscal Year, staff will evaluate the need of the LMS and cancel the subscription if it is no
longer needed. Acceptance of this new rate results in a General Fund savings of $3,644
per year.
The City's agreement with Meridian Knowledge Solutions auto renews unless notice of
cancellation is provided prior to the new term. City staff will review service needs prior to
the ending of the two year term.
Authorize Funding for One (1) Additional Year for a Learning Management System
August 5, 2025
Page 2
ENVIRONMENTAL IMPACT
The consideration and approval of the proposed action do not constitute a project under
the California Environmental Quality Act.
FISCAL IMPACT
If the City Council approves the recommendation, staff anticipates the following costs
over the next three years. Funding is available in the FY25-26 budget and funding for
subsequent fiscal years will be included in the proposed budgets for City Council
consideration.
LMS Meridian
Fiscal Accounting Unit— Fund Description Fund, Account Amount
Year Account No. Description
Contract (2-Year Term) - Approved on June 17, 2025*
2025-26 01109050-66511 General Fund Human Resources $30,362
Services — Software
Subscriptions
2026-27 01109050-66511 General Fund Human Resources $30,362
Services — Software
Subscriptions
Optional Additional Year Funding — Recommended
2027-28 01109050-66511 General Fund Human Resources $30,362
Services — Software
Subscriptions
Additional Year Funding Total $30,362
Grand Total Over Three Years $91,086
* The previously approved two-year contract term rate was $34,006.
Web-based training content (OpenSesame)
Fiscal Accounting Unit— Fund Fund, Account Amount
Year Account No. Description Description
Contract (2-Year Term) - Approved on June 17, 2025
2025-26 08009052-62120 Liability & Liability & Property $12,619
Property Ins Ins — Safety Program
Fund — Training,
Transportation,
Meeting
2025-26 08209052-62120 Workers Workers $12,619
Compensation Compensation -
Fund Safety Program —
Authorize Funding for One (1) Additional Year for a Learning Management System
August 5, 2025
Page 3
Training,
Transportation,
Meeting
2025-26 01109051-62120 General Fund Human Resources $16,826
Services - Training,
Transportation,
Meeting
2026-27 08009052-62120 Liability & Liability & Property $12,619
Property Ins Ins — Safety Program
Fund — Training,
Transportation,
Meeting
2026-27 08209052-62120 Workers Workers $12,619
Compensation Compensation -
Fund Safety Program —
Training,
Transportation,
Meeting
2026-27 01109051-62120 General Fund Human Resources $16,826
Services - Training,
Transportation,
Meeting
Optional Additional Year Funding — Recommended
2027-28 08009052-62120 Liability & Liability & Property $12,619
Property Ins Ins — Safety Program
Fund — Training,
Transportation,
Meeting
2027-28 08209052-62120 Workers Workers $12,619
Compensation Compensation -
Fund Safety Program —
Training,
Transportation,
Meeting
2027-28 01109051-62120 General Fund Human Resources $16,826
Services - Training,
Transportation,
Meeting
Additional Year Funding Total $42,064
Grand Total Over Three Years $126,192
Authorize Funding for One (1) Additional Year for a Learning Management System
August 5, 2025
Page 4
EXHIBIT(S)
1. Agreement with Meridian Knowledge Solutions, LLC
2. Third Optional Year Quote
Submitted By: Lori Schnaider, Executive Director of Human Resources
Approved By: Alvaro Nunez, City Manager
INSURANCE NOT ON " F A-2022-073
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General Terms and Conditions
This Software as a Service Subscription Agreement(this"Agreement")is made and entered into as of
the effective date set forth below(the"Effective Date") between:
Effective Date of this Agreement: May 17,2022
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC, City of Santa Ana
a Virginia,limited liability company 20 Civic Center Plaza, M-24
Santa Ana, CA 92701
These terms and conditions constitute the entire legal agreement between client and Meridian
Knowledge Solutions, LLC ("Meridian") concerning the access to the proprietary Meridian LMS
software program, associated documentation ("Software") and the services performed by Meridian in
support thereof. MERIDIAN and CLIENT are also referred to as"Party"or"Parties."
A. MERIDIAN has developed certain software programs and associated documentation which
MERIDIAN makes available to its CLIENT's("Subscribers")on a Subscription ("Subscription")
basis.
B. CLIENT wishes to use MERIDIAN'S Services and Software in its business operations.
C. MERIDIAN has agreed to provide, and the CLIENT has agreed to pay for and use
MERIDIAN'S Services and Software subject to the terms and conditions of this Agreement.
D. In the event there are conflicting terms among the various documents,the order of precedence
is as follows: 1) This Agreement, including Schedule(s); 2) Project Documents; and 3)
Exhibit(s).
1. Definitions
a. Authorized User: Employees, agents, and independent contractors of the CLIENT who are
authorized to use the Software as described herein.
b. Confidential Information: Information that is proprietary or confidential of MERIDIAN as further
defined throughout this Agreement.
c. CLIENT Data: Data that is input by the CLIENT or Authorized Users of the CLIENT into the
Software for the purpose of utilizing the Software.
d. Documentation: Documents made available by MERIDIAN to the CLIENT from time to time which
may include but is not limited to documents containing Software descriptions, user manuals and
other material related to the Software.
e. Effective Date:The day this Agreement lakes effect.
f. Initial Subscription Term: The initial term of this Agreement.
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g. Internal Business Operations: The internal business processes of an organization. Business
operations include the day-to-day activities of the business. Such operations facilitate the
achievement of a business' prime function.
h. Standard Business Hours:Monday through Friday B:OOam—8:OOpm Eastern Time(ET),excluding
MERIDIAN holidays.
i. Services. The access to the software services (Software Services, Implementation Services,
collectively, and any Support provided for such Services)provided by MERIDIAN to CLIENT under
this Agreement.
j. Software: The application provided as a part of the Services Subscription.
k. Subscription Fees: The fees payable to MERIDIAN by the CLIENT for the User Subscriptions.
I. Subscription Term: The term of the Subscription.
m. Support: Functional and technical support services as set forth herein.
n. Support Policy: MERIDIAN'S policy for providing support in relation to the Services as described
herein
o. Service Levels: The Service Level commitments as set forth herein.
p. User Subscription: The subscriptions purchased to grant Authorized Users access to the Services
as described herein.
q. Product Extensions: Any modification to the base Meridian LMS application that is specific to the
CLIENT's requirements and scope as defined in the Statement of Work and any associated
Change Order. Product Extensions (also known as customizations) are prohibited in this
agreement.
r. Software Updates: Meridian governed enhancements and defect resolutions for the Meridian LMS
software application in base product form. The release and application of any Software Update is
at the sole discretion of Meridian_
2. Subscription
a. Subject to the CLIENT purchasing the User Subscription, the restrictions set forth in this Section
and other terms and conditions of this Agreement, MERIDIAN hereby grants to the CLIENT, a
non-exclusive, non-transferable right to permit the Authorized Users of the CLIENT to(i)use such
Services; and (ii)display such Services solely for the purpose of exercising CLIENT's rights and
performing CLIENT's obligations hereunder. The foregoing subscription is subject to the
restrictions below and the other terms and conditions of this Agreement. Services shall be used
during the Subscription Terms solely for the CLIENT's Internal Business Operations.
b. In relation to the Authorized Users, the CLIENT agrees that:
i. the maximum number of Authorized Users that it authorizes to access and use the Services
shall not exceed the number of User Subscriptions CLIENT has purchased;
T CLIENT will not allow any User Subscription to be used by more than one individual Authorized
User during an annual subscription term. A license can be reassigned in its entirety upon the
next annual subscription term to another individual Authorized User, in which case the prior
Authorized User shall be flagged inactive and no longer have any right to access or use the
Services;
SaaS Agreement: Multi—Tenant •
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iii. MERIDIAN will monitor the actual number of Authorized Users to ensure compliance with Item
(2)(a)(b)above during the annual subscription term.
c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any
and all malicious code,or any material during the course of its use of the Services that as outlined
below. In the event any of the identified items occur, CLIENT will remove and promptly notify
MERIDIAN immediately if there is potential harm to the software.
i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or
ethnically offensive;
ii. facilitates illegal activity;
iii. depicts sexually explicit images;
iv. promotes unlawful violence;
V. is discriminatory based on race,gender, color, religious belief, sexual orientation,disability,or
any other illegal activity;
A causes damage or injury to any person or property; or
vii. infringes on third party intellectual property, copyright or trademark rights.
MERIDIAN reserves the right, without liability to the CLIENT, to disable the CLIENT's access to
any material that breaches the provisions of this clause.
d. It is the CLIENT best interest to test content in the staging site prior to loading it in production to
ensure the content plays as expected and records any relevant data.
e. Software Support Troubleshooting of third-party or client-developed content, as it relates to
successfully launching and tracking in the Software.
i. Software Support Troubleshooting of third-party or client-developer content, as it relates to
successfully launching and tracking in the Software.
ii. Meridian's responsibilities include: reviewing the course to determine what status/calls the
course is passing to the LMS and ensuring that the LMS has properly taken action on those
status/calls. For example; the course is responsible for passing a completion to the LMS after
a user has successfully completed the course. Meridian will review the course to determine if
the course did pass a completion status and also confirm if Meridian then appropriately marked
the user as Complete.
iii. Customer's responsibility include: providing a user impacted by any reported courseware
issue that Meridian can use to facilitate testing, providing any answer keys if the
course/content contains a test/exam/etc., and providing the courseware files to facilitate
Meridian troubleshooting as well as providing the name of the tool used to create the
content if applicable.
f. The CLIENT shall not except to the extent expressly permitted under this Agreement:
i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror,
republish, download, display, transmit, or distribute, in whole or in part, any portion of the
Software and/or Documentation(as applicable)in any form or media or by any means;
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ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-
perceivable form all or any part of the Software;
iii. access all or any part of the Services and/or Documentation in order to build a product or
service which competes with the Services, Software and/or the Documentation provided by
this Agreement;
iv. use the Services,and/or Documentation to provide services to third parties; or
V. subject to the Assignment Section, license, sublicense,sell, rent,lease,transfer, subcontract,
assign, distribute, display, disclose, or otherwise commercially exploit,or otherwise make the
Services, and/or Documentation available to any third party except the Authorized Users,or
vi. attempt to obtain, or assist third parties in obtaining, access to the Services, and/or
Documentation, other than as provided under this clause.
g. The CLIENT shall use all reasonable endeavors to prevent any unauthorized access to,or use of,
the Services,and/or the Documentation and, in the event of any such unauthorized access or use,
promptly notify MERIDIAN.The rights provided under this Section are granted to the CLIENT only
and shall not be considered granted to any subsidiary or affiliate of the CLIENT.
h. Additional User Subscriptions
i. The CLIENT may, during any Subscription Term, purchase additional User Subscriptions in
excess of the number set out in Schedule 1 and MERIDIAN shall grant access to the Services
to such additional Authorized Users in accordance with the provisions of this Agreement.
ii. If the CLIENT wishes to purchase additional User Subscriptions, the CLIENT shall notify
MERIDIAN in writing, MERIDIAN shall evaluate such request for additional User Subscriptions
and respond to the CLIENT with approval or disapproval of the request and such approval not
to be unreasonably withheld.
iii. If MERIDIAN approves the CLIENT's request to purchase additional User Subscriptions, the
CLIENT shall, within thirty (30) calendar days of the date of MERIDIAN'S invoice, pay
MERIDIAN the relevant fees for such additional User Subscriptions as set out in Schedule 1
and, if such additional User Subscriptions are purchased by the CLIENT part way through the
Initial Subscription Term or any Renewal Period (as applicable), such fees shall not be pro-
rated for the remainder of the Initial Subscription Term or then current Renewal Period (as
applicable).
3. Fees; Payment Terms
a. Fees. In consideration of this Agreement, CLIENT will pay the Subscription fees set forth in
Schedule 2 (the"Subscription Fees'). In consideration of any other products provided or services
performed under this Agreement,CLIENT will pay the fees and charges described in the applicable
Schedule. On the Effective Date of this Agreement, the Subscription Fees shall be payable with
respect to the Initial Subscription Term and at least thirty (30) calendar days prior to each
anniversary of the Effective Date,the Subscription Fees shall be payable with respect to the next
Renewal Period. If, at any time while using the Services, the CLIENT exceeds the amount of
storage space specified in Schedule 2,MERIDIAN shall charge the CLIENT,and the CLIENT shall
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pay MERIDIAN'S then current excess data storage fees. MERIDIAN'S excess data storage fees
are set out in Schedule 2 and current as of the Effective Date. MERIDIAN shall be entitled to
increase the Subscription Fees, with respect of the additional User Subscriptions purchased,
and/or the excess storage fees at the start of each Renewal Period upon thirty(30)calendar days'
prior notice to the CLIENT and Schedule 2 shall be deemed to have been amended accordingly.
Fees are non-cancellable and non-refundable except as otherwise stated herein.
b. Payment. All fees and expenses will be due and payable to MERIDIAN within thirty(30)calendar
days after the date of invoice. All fees and expenses will be paid to MERIDIAN in United States
dollars, by wire transfer of funds to an account designated by MERIDIAN or by check sent to
MERIDIAN at Attention: Accounts Receivable, Meridian Knowledge Solutions, LLC, 80 Iron Point
Circle, Suite 100, Folsom, CA 95630 unless otherwise specified by MERIDIAN. All past-due
payments will bear interest at the rate of one and one-half percent (1Yz%) per month or the
maximum rate allowed by law,whichever is less. MERIDIAN shall have the right to terminate the
Agreement for default/cause if the CLIENT does not pay MERIDIAN'S undisputed invoices within
the terms contained herein. All outstanding invoices will be due and payable immediately upon
such termination.If CLIENT does not pay MERIDIAN forany undisputed outstanding invoices,and
MERIDIAN incurs any additional costs including, but not limited to court costs, attorney's fees and
other damages, in the collection of said invoices, MERIDIAN shall have the right to recover the
additional costs from CLIENT.
c. PCI Compliance. In the event CLIENT engages in payment card transactions as part of the
services provided by MERIDIAN, CLIENT shall comply with the Payment Card Industry Data
Security Standard ("PCI-DSS") and any amendments or restatements of the POI DSS during the
Term of this agreement. CLIENT accepts responsibility for the security of customer credit card
data in its possession, even if all or a portion of the services by MERIDIAN are subcontracted to
third parties.
d. Taxes. CLIENT acknowledges and agrees that it is responsible for the payment of all applicable
taxes and duties,including,without limitation,sales, use,excise,value added and franchise taxes,
associated with this Agreement, the products provided, and the services performed under this
Agreement, except for taxes based on MERIDIAN'S income.
e. The CLIENT shall on the Effective Date provide to MERIDIAN valid, up-to-date and complete
approved purchase order information acceptable to MERIDIAN and any other relevant information
needed by MERIDIAN to invoice CLIENT.
f, If MERIDIAN has not received payment within thirty(30)calendar days after the due date of any
undisputed invoice,and without prejudice to any other rights and remedies of Meridian,MERIDIAN
may,without further liability to the CLIENT,disable the CLIENT's passwords,accounts and access
to all or part of the Services. MERIDIAN shall be under no further obligation to provide any or all
of the Services while the invoice(s)concerned remain unpaid; and MERIDIAN shall have the right
to terminate the Agreement for default if the CLIENT does not pay MERIDIAN'S undisputed
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invoices within the terms contained herein. All outstanding invoices will be due and payable
immediately upon such termination. If CLIENT does not pay MERIDIAN for any undisputed
outstanding invoices,and MERIDIAN incurs any additional costs including, but not limited to court
costs,attorney's fees and other damages,in the collection of said invoices, MERIDIAN shall have
the right to recover the additional costs from CLIENT.
4. Proprietary Rights
a. CLIENT acknowledges and agrees that the Software is protected by U.S. and international
copyright, patent, trademark, trade secret and other intellectual property rights and registrations.
CLIENT acknowledges that all right, He and interest in and to the Software and all intellectual
property rights thereto will be owned solely by MERIDIAN and its licensors,as applicable. CLIENT
will not remove, obliterate, obscure or alter any copyright or other proprietary rights notice that
appears on the Software. Except for the limited rights expressly granted to CLIENT under this
Agreement, CLIENT is not granted any other rights in or to the Software. All rights in and to the
Software not specifically granted herein are reserved to MERIDIAN and its licensors,as applicable.
5. Confidentiality Obligations
a. Confidential Information. "Confidential Information" means any and all information that is of a
confidential, proprietary or trade secret nature that is furnished or disclosed by one Party to the
other Party under this Agreement. Without limiting the generality of the foregoing, "Confidential
Information"includes the Software (including the object code and source code forms thereof), the
specific business terms of this Agreement and any other information that is marked as
"Confidential." "Proprietary," "Trade Secret" or in some other manner to indicate its confidential,
proprietary or trade secret nature. "Confidential Information"will not include: (i) information that is
or becomes publicly known through no fault of the other Party ; (ii)information received from a
third party that was disclosed without breach of any confidentiality obligation; (iii)information
approved for release by written authorization of a Party ; (iv) information developed or created
independently by one Party without reference to, or use of, the other Party's Confidential
Information; or(v) information that may be required by law, regulation or an order of any court,
agency or proceeding to be disclosed, provided that the Party from whom the Confidential
Information is sought will provide the other Party with written notice of any such required
disclosure once the Party has knowledge of it and will help the other Party at the expense of the
Party to the extent reasonable to obtain an appropriate protective order.
b. Non-Disclosure. All Confidential Information will remain the property of the Parry to whom it
originally belonged and neither Party will not be deemed by virtue of its access to the other Parry's
Confidential Information to have acquired any right or interest in or to any such Confidential
Information, other than as specifically set forth herein. The Parties agree: (i)to hold the
Confidential Information in strict confidence;(ii)except as expressly authorized in this Agreement,
not to disclose any Confidential Information to any third party other than employees and
independent contractors of the respective Party who have a need to know the Confidential
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Information for the purposes of this Agreement and who are subject to a confidentiality agreement
that affords at least as much protection to the Confidential Information as this Section 5; (iii)to use
the Confidential Information solely and exclusively in accordance with the terms of this Agreement
in order to carry out the Party's obligations and exercise its rights under this Agreement;and(iv) to
notify the other Party promptly of any unauthorized use or disclosure of the Confidential
Information and to cooperate with and assist the other Party in every reasonable way to stop or
minimize such unauthorized use or disclosure.
c. Injunction. The Parties agree that if a court of competent jurisdiction determines that either Party
has breached, or attempted or threatened to breach, its confidentiality obligations to the other
Party or the other Party's proprietary rights, the non-breaching Party will be entitled to obtain
appropriate injunctive relief and other measures restraining further attempted or threatened
breaches of such obligations. Such injunctive relief or other measures will be in addition to, and
not in lieu of,any other rights and remedies available to the Party.
6. Client Data
a. The CLIENT shall own all rights, title and interest in and to all of the CLIENT Data and shall have
sole responsibility for the legality, reliability, integrity,accuracy and quality of the CLIENT Data.
b. MERIDIAN shall follow its commercially reasonable backup procedures for CLIENT Data and said
procedure may be amended by MERIDIAN in its sole discretion from time to time based upon best
practices. In the event of any loss or damage to CLIENT Data, the CLIENT's sole and exclusive
remedy shall be for MERIDIAN to use reasonable commercial activities to restore the lost or
damaged CLIENT Data from the latest back-up of such CLIENT Data maintained by MERIDIAN
in accordance with the backup procedure described herein. MERIDIAN shall not be responsible
for any loss,destruction,alteration or disclosure of CLIENT Data caused by any third party(except
those third parties subcontracted by MERIDIAN to perform services related to CLIENT Data
maintenance and back-up).
c. MERIDIAN shall,in providing access to the Services,comply with its Privacy Policy relating to the
privacy and security of the CLIENT Data available at http-//www.meridianks.com/privacy-
statement/ or such other Policy as may be given to the CLIENT from time to time, as such
document may be amended from time to time by MERIDIAN in its sole discretion.
d. The CLIENT shall not store or process Personally Identifiable Information (PII) or Personally
Identifiable Health Information(PHI)within the Software. PII is defined as information that can be
used to uniquely identify a single individual and may include an individual's name in combination
with a Driver's License, Social Security Number or Credit Card Information. The definition of PII
varies depending on international,federal,state and local laws and the definition contained herein
shall be used for reference purposes only and shall not be construed as covering all possible
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definitions of PII. PHI is defined as any information that is related to an individual's health record
as defined by the Health Insurance Portability and Accountability Act(HIPAA).
e. PHI/PII Processing - The parties shall comply, and warrant that they have complied, with
implementing all applicable data protection and privacy laws and regulations in any relevant
jurisdiction (together, the "Data Protection Laws"); and where, in connection with this Agreement,
the Software is processing information related to PHI/PII on behalf of the CLIENT, MERIDIAN
shall:
i. Process the PHI/PII only on the written instructions of CLIENT;
ii, Make all reasonable efforts to implement appropriate technical and organizational measures
to protect those PHI/PII against accidental or unlawful destruction or accidental loss,alteration,
unauthorized disclosure or access, in particular where the processing involves the
transmission of data over a network, and against all other unlawful forms of processing;
iii. Return or destroy all such personal data promptly upon the termination of this Agreement, or
at any time during the term of this Agreement upon written instructions from CLIENT;
iv. Not disclose PHI/PII to any person except as required or permitted by this Agreement or with
CLIENT's written consent;
V. Provide full cooperation and assistance to CLIENT in implementing any procedures required
in order to comply with data privacy laws to which CLIENT is subject, as advised by CLIENT
from time to time;
vi. Not process PHI/PII except to the extent reasonably necessary to the performance of this
Agreement;
vii. Notify CLIENT immediately in the event of any breach of the security of such personal data,
and cooperate with CLIENT in any post- breach investigation or remediation efforts; and
viii. Notify CLIENT promptly in the event that MERIDIAN is required by law, court order, warrant,
subpoena, or other legal or judicial process to disclose any PHI/PII to any person other than
CLIENT.
The CLIENT shall make all reasonable efforts to ensure that those Personal Data are accurate and
up to date at all times, to the extent that it is within CLIENT's ability to do so.
The Parties hereto agree, that the above warranties relating to PHI and PII are Meridian's sole
responsibilities related to the processing and control of CLIENT PHI and PII.
7. European Union Clients
In the event that CLIENT will access PII originating from a country in the European Economic Area
("EEK) or from a country outside the EEA, MERIDIAN shall,if requested by CLIENT,will comply with
the applicable Privacy Law Legislation in coordination with the European Commission, relating to
requirements of the European Union's Directive on Data Protection. CLIENT warrants that it has the
consent of its employees, independent contractors or any other individual whose PII is being
processed and/or transmitted within the Services and MERIDIAN shall have no liability should CLIENT
not have received such consent. CLIENT will indemnify, defend and hold MERIDIAN harmless should
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any such individual or group of individuals bring any suit against MERIDIAN for violation of any
applicable law.
8. Limited Warranty!Acceptance
a. MERIDIAN warrants that it will perform the Services in a manner consistent with industry standards
reasonably applicable to the performance thereof. MERIDIAN does not warrant that Client's use
of the Services will be uninterrupted or error free.The limited warranties set forth in this Agreement
do not apply to any deviation by the Software from the specifications set forth in the applicable
Schedule that is caused by, or results from, (i) improper usage of Software APIs (Application
Programming Interfaces) or the introduction/import of corrupt data into the Software by anyone
other than MERIDIAN; (ii)use of the Services for any purpose other than that authorized in this
Agreement; (iii) use of the Services in combination with other software, data or products that are
defective or incompatible with, or are not authorized by MERIDIAN for use with, the Services;
(iv)any malfunction of CLIENT's software, hardware, computers or computer-related equipment;
(v)CLIENT'S failure to use any Updates made available by MERIDIAN;or(vi) an event of Force
Majeure(defined below).
b. Meridian does not and cannot control the flow of data to or from the software and other portions
of the internet. such flow depends in large part on the performance of internet services provided
or controlled by third parties,at times,actions or inactions of such third parties can impair or disrupt
customer's connections to the internet (or portions thereof). although meridian will use
commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such
events, meridian cannot guarantee that such events will not occur.accordingly,meridian disclaims
any and all liability resulting from or related to such events. the foregoing warranties are made in
lieu of all other warranties, express and implied, including, without limitation, any implied
warranties of merchantability or fitness for a particular purpose, and any warranties arising out of
course of dealing or course of performance. except as expressly provided herein, there is no
warranty against interference with client's enjoyment of the software or against infringement, the
services are provided "as is,"and meridian disclaims any warranty as to the quality, operation of,
access to or use of all or any part of the software and any warranty that(1)the services will operate
uninterrupted or error-free, (ii)the results arising out of the use of the services will be accurate,
complete or error-free, or(iii) the services will meet the needs of client or its clients, agents or
suppliers.
c. Acceptance of the Software will be upon the CLIENT's receipt of the URL from MERIDIAN, where
CLIENT will be provided access to the Software.
9. Other CLIENT Obligations
a. The CLIENT shall provide MERIDIAN with:
i. all necessary cooperation in relation to this Agreement:
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ii. all necessary access to such information as maybe required by MERIDIAN in order to render
the Services, including but not limited to CLIENT Data, security access information and
configuration services;
iii. comply with all applicable laws and regulations with respect to its activities under this
Agreement;
iv. carry out all other CLIENT responsibilities set out in this Agreement in a timely and efficient
manner. In the event of any delays in the CLIENT's provision of such assistance as agreed
by the parties, MERIDIAN may adjust any agreed timetable or delivery schedule as
reasonably necessary;
V. ensure that the Authorized Users use the Services and the Documentation in accordance
with the terms and conditions of this Agreement and shall be responsible for any Authorized
User's breach of this Agreement;
vi, obtain and maintain all necessary licenses, consents, and permissions necessary for
MERIDIAN, its employees, subcontractors and/or agents to perform their obligations under
this Agreement, including without limitation the Services;
vii. ensure that its network and systems comply with the relevant specifications provided by
MERIDIAN from time to time;and
viii. be solely responsible for procuring and maintaining its network connections and
telecommunications links from its systems to MERIDIAN'S data centers, and all problems,
conditions, delays, delivery failures and all other loss or damage arising from or relating to
the CLIENT's network connections or telecommunications links or caused by the internet.
10, Indemnification
a. Each Party(the"Indemnifying Party") agrees to defend the other Party, its affiliates and each of
their respective officers, directors, employees, contractors and agents (each an "Indemnified
Party") from and against any action, claim, suit, investigation or other proceeding brought by a
third party(a"Claim")to the extent such Claim results from the Indemnifying Party's breach of this
Agreement or the negligence, willful misconduct or fraud or violation of law on the part of the
Indemnifying Party, its officers, directors, employees, agents or other representatives in
connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the
Indemnified Party from any liabilities,losses,damages,judgments,awards,fines,penalties,costs
and expenses (including reasonable attorneys' fees and costs of defense) incurred by or levied
against such Indemnified Party as a result of such Claim that infringes any currently existing United
States copyright, patent,trademark or trade secret of a third party.
b. MERIDIAN will have no obligation to defend CLIENT with respect to any claim, demand, action or
proceeding, described herein,that is based upon:
(i) use of other than the then-current release of the Software, if infringement could have been
avoided by use of the then-current release and the then-current release has been made available
to CLIENT; (ii) use of the Services in conjunction with CLIENT's data, where use with such data
gave rise to the infringement claim;(iii)use of the Services with other software,where use of such
other software gave rise to the infringement claim;(iv)use of any Services in a manner inconsistent
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with its documentation; or (v) use of any Services in a manner that breaches this Contract
Agreement. CLIENT will defend MERIDIAN from and against any and all liability, damage, loss or
expense (including reasonable attorneys' fees) arising out of any claim, demand, action or
proceeding based on allegations arising as a result of (i) use of the Services by CLIENT in
conjunction with any data, equipment or software not provided by MERIDIAN,where the Services
would not itself be infringing or otherwise the subject of the claim; (ii) use of the Services by
CLIENT in a manner not permitted by this Agreement; (iii); (iv)use of the Services by CLIENT in
any unlawful, improper or inappropriate manner or for any unlawful, improper or inappropriate
purpose; (v)any claim of infringement of any patent or copyright or misappropriation of any trade
secret in which CLIENT or any affiliate of CLIENT has a pecuniary or other material interest; or
(vi) breach of any of CLIENT's warranties or covenants.
11.Term and Termination
a. The term of this Agreement will begin on the Effective Date and shall continue for the Initial
Subscription Term and,thereafter,shall be automatically renewed for successive periods of twelve
(12) months("Renewal Period"), unless:
i. Either party notifies the other party of termination,in writing, at least sixty(60)calendar days
before the end of the Initial Subscription Term or any subsequent Renewal Period, in which
case this Agreement shall terminate upon the expiration of the applicable Initial Subscription
Term or Renewal Period; or
ii. Otherwise terminated in accordance with the provisions of this Agreement; and the Initial
Subscription Term together with any subsequent Renewal Periods shall constitute the entire
Subscription Term.
b. Either party may terminate this Agreement immediately upon notice to the other party if such other
party materially breaches a provision of this Agreement or Schedule, as applicable, and fails to
cure such breach within thirty (30) calendar days after receipt of notice of such breach from the
non-breaching party, If, in the sole judgment of the non-breaching party, such breach cannot
reasonably be cured within such thirty(30)calendar day period, the non-breaching party may, in
its sole discretion, grant the breaching party an additional thirty(30)calendar day period following
the expiration of the first thirty(30)calendar day period in which to cure such breach;provided that
the non-breaching party may terminate this Agreement or such Schedule, as applicable,
immediately if the breaching party has failed to cure such breach within such second thirty (30)
calendar day period.
c. Either party may terminate this Agreement immediately upon notice to the other party if such other
party (i) files for or has filed against it a bankruptcy petition and such petition is not dismissed
within sixty (60) calendar days after the filing date, (ii)becomes insolvent or (iii)makes an
assignment for the benefit of its creditors.
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12. Effect of Termination
a. Upon the expiration or termination of this Agreement,
i. all rights granted to CLIENT under this Agreement will immediately terminate,
ii. CLIENT will cease any further use of the Services.
b. At MERIDIAN'S request, CLIENT will verify in writing to MERIDIAN that CLIENT has taken the
actions described in Section 12(a)(ii). MERIDIAN may destroy or otherwise dispose of any
of the CLIENT Data in its possession unless MERIDIAN receives, no later than ten(10) business
days after the effective date of the termination of this Agreement,a written request for the delivery
to the CLIENT of the then most recent back-up of the CLIENT Data. MERIDIAN shall use
reasonable commercial efforts to deliver the back-up to the CLIENT within thirty(30)calendar days
of its receipt of such a written request, provided that the CLIENT has, at that time, paid all fees
and charges outstanding at and resulting from termination (whether or not due at the date of
termination). The CLIENT shall pay all reasonable expenses incurred by MERIDIAN in returning
or disposing of CLIENT Data. The accrued rights of the parties at termination,or the continuation
after termination of any provision expressly stated to survive or implicitly surviving termination shall
not be affected or prejudiced.The rights and obligations of each of the parties set forth in Sections
2, 3,4, 5,6, 7,8, 10, 12, 13, 14, 17, 18, 20, 21,23,24 and 25 and any other Section or Statement
herein that by its nature is intended to survive will survive the expiration or termination of this
Agreement.Any payments owed by CLIENT as of the termination date shall become immediately
due and payable.
13. Limitation of Liability
Except in the case of an infringement by client of any of meridian's proprietary rights, neither party
will be liable to the other party for any lost profits, lost data or special, indirect, incidental,
consequential or punitive damages of any nature,for any reason, including,without limitation, the
breach of this agreement or any termination of this agreement, whether such liability is asserted
on the basis of contract,tort(including negligence or strict liability)or otherwise,even if such party
has been warned of the possibility of such damages and notwithstanding any failure of essential
purpose of any limited remedy of any kind. except as expressly set forth herein, all remedies,
including,without limitation, the termination of this agreement and all of the remedies provided by
law (and not excluded pursuant to the foregoing sentence) will be deemed cumulative and not
exclusive. in no event will the liability of meridian under this agreement exceed the total fees paid
by client hereunder during the twelve (12) months prior to the date any claim is made against
MERIDIAN.
14. Government Use/Procurement
a. MERIDIAN provides the Service and access to the Software for ultimate U.S. Government end
use solely in accordance with the following:Government technical data and software rights related
to the Service and the Software include only those rights customarily provided to the public as
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defined in this Agreement.This customary commercial license is provided in accordance with FAR
12.211 (Technical Data)and FAR 12.212(Software)and,for Department of Defense transactions,
DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in
Commercial Computer Software or Computer Software Documentation). If a government agency
has a need for rights not conveyed under these terms, it must negotiate with MERIDIAN to
determine if there are acceptable terms for transferring such rights, and a mutually acceptable
written addendum specifically conveying such rights must be included in any applicable
agreement.
b. Each party shall comply with the export laws and regulations of the United States and other
applicable jurisdictions in providing and using the Service and the Software. Without limiting the
foregoing: (a) each party represents that it is not named on any U.S. government list of persons
or entities prohibited from receiving exports;and(b)each Party shall not permit any User to access
or use the Service and the Software in violation of any U.S. export embargo, prohibition or
restriction.
iS.Assignment
CLIENT may not assign or otherwise transfer this Agreement or its rights and obligations
hereunder without the prior written consent of MERIDIAN,which consent will not be unreasonably
withheld.Any transaction or series of transactions in which(i)more than fifty percent(50%)of the
outstanding voting stock or membership interests of CLIENT are transferred to a third party, or
(ii)all or substantially all of CLIENT's assets are sold to a third party,will be deemed an assignment
of this Agreement.Any purported assignment or other transfer without the consent of MERIDIAN
(a)will be void and of no force or effect,and(b)will constitute a material breach of this Agreement.
16. Force Majeure
Except for a party's payment obligations hereunder, neither party will be deemed in default of this
Agreement to the extent that performance of its obligations,or attempts to cure any breach thereof,
are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorist
attack, act of government, network or telecommunication system failure, sabotage or
any other cause beyond the control of such party ("Force Majeure"), provided that such party
promptly gives the other party notice thereof. In the event of such Force Majeure, the time for
performance or cure will be extended for a period equal to the duration of the Force Majeure but
not in excess of six(6)months.
17. Severability
If a court of competent jurisdiction determines that any provision of this Agreement is illegal,invalid
or otherwise unenforceable for any reason, such provision will be deemed stricken to the extent
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that it is illegal,invalid or otherwise unenforceable.All remaining provisions will remain in full force
and effect and this Agreement will be interpreted as if it had not contained the severed provision.
18. Governing Law
Issues regarding the validity, ownership or enforcement of any copyright, patent, trademark or
other proprietary right licensed or sublicensed hereunder will be determined under the applicable
law of the United States and the State of California, as applicable.With respect to all other issues,
this Agreement will be construed under and governed by the substantive laws of the State of
California without resort to conflict of laws principles. Each party agrees that any legal proceeding
commenced by one party against the other party under this Agreement will be brought in any state
or Federal court having jurisdiction over Orange County, California. Each party submits to such
jurisdiction and waives any objection to venue or claim of inconvenient forum.This Agreement will
not be governed by the United Nations Convention on Contracts for the International Sale of
Goods, the application of which is expressly excluded.
19. Headings
Captions and section headings used herein are for reference purposes only and will not control or
alter the meaning of this Agreement as set forth in the text.
20. Waiver
a. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to
the party to whom the waiver is addressed and to the circumstances for which it is given.
b. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do
not exclude rights provided by law.
21, Notices
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand
or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in
this agreement, or such other address as may have been notified by that party for such purposes. A
notice delivered by hand shall be deemed to have been received when delivered(or if delivery is not
in business hours, at 9 AM on the first business day following delivery). A correctly addressed notice
sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at
the time at which it would have been delivered in the normal course of post.
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If to MERIDIAN: With a copy to: If to CLIENT: ATTN: With a copy to:
ATTN: Contracts ATTN: Legal Lori Schnaider, HR Clerk of Council
Meridian Department City of Santa Ana City of Santa Ana
Knowledge Meridian 20 Civic Center Plaza 20 Civic Center Plaza
Solutions, LLC Knowledge M-24 M-30
80 Iron Point Solutions, LLC P.O. Box 1988 P.O. Box 1988
Circle 80 Iron Point Santa Ana,CA 92701 Santa Ana, CA 92701
Suite 100, Circle
Folsom, CA Suite 100
95630 Folsom, CA
95630
22. No Partnership or Joint Venture
Nothing in this agreement is intended to or shall operate to create a partnership between the
parties, or authorize either party to act as agent for the other, and neither party shall have the
authority to act in the name or on behalf of or otherwise to bind the other in any way (including,
but not limited to,the making of any representation or warranty, the assumption of any obligation
or liability and the exercise of any right or power). This Agreement shall not prevent MERIDIAN
from entering into similar agreements with third parties, or from independently developing, using,
selling or licensing documentation, products and/or services which are similar to those provided
under this Agreement.
23. Non-Solicitation
In addition to the obligations set forth in Section 5, during the term of this Agreement and For a
period of twelve (12) months immediately following the last occurrence of any introductions,
interviews,or provision of services under this Agreement,the PARTIES agree not to solicit or hire,
indirectly or directly,in either an employee or independent contractor capacity,any individual who
(i)was introduced under this Agreement;(ii)the PARTI ES have interviewed under this Agreement;
(ill) has provided services under this Agreement, or (iv) the PARTIES or its employees,
representatives and or agents have received information about or as the result of any introduction,
interview or service provided under this Agreement. Should a PARTY breach this Section of the
Agreement in any instance the breaching PARTY will pay the other PARTY an amount of two (2)
times the then current annual salary (including any applicable bonus compensation) of the
individual solicited. Said payment will be made within fifteen(15)calendar days of the breach as
notified in writing by the non-breaching PARTY. The Parties hereto further agree that the limit on
liability as defined herein does not apply to this Section 23.
24. Disputes and Arbitration
a. The parties agree that in the event of a dispute or alleged breach they will work together in good
faith to resolve the matter internally by escalating it to higher levels of management and, if
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necessary, to use a mutually agreed upon alternative dispute resolution mechanism (other than
arbitration)prior to resorting to arbitration. If the parties are unsuccessful at resolving said dispute
or alleged breach, then the parties shall seek arbitration. Except as set forth in Section 5, the
parties agree to submit to binding arbitration within six (6) months of the last event giving rise to
any controversy arising out of this Agreement or involving the construction or application of any of
the terms of this Agreement and to waive any statute of limitations to the contrary. Notification to
the other party of a written request for arbitration shall comply with Section 22 governing Notices.
Any timely and properly noticed request for arbitration shall be submitted to binding arbitration
through the American Arbitration Association pursuant to its Commercial Arbitration Rules. Each
party shall pay for its own attorneys'fees and costs for the arbitration.The parties shall split equally
the cost of the arbitrator. Both parties are entitled to conduct discovery in accordance with any
applicable law. The arbitrator shall apply Virginia and Federal law to the issues presented and
shall issue a written memorandum of decision. The decision of the arbitrator shall be final and
binding, and the parties waive the right to a jury trial, a trial de novo or appeal except for the
purpose of enforcing the arbitrator's decision. The prevailing party will be entitled to recover
reasonable attorneys' fees and costs of any action for enforcement, the amount of any such
attorneys'fees and costs award to be determined by the Arbitrator.
b. Except as set forth in Section 5 with regard to injunctive relief,the parties expressly state that it is
their intent to arbitrate disputes between them. Therefore, this Agreement shall be construed so
as to be consistent with applicable Federal and Virginia law and to be enforceable to the maximum
extent allowable by law to provide arbitration as the forum to resolve their disputes. If necessary,
any portion of this Agreement that is unenforceable by law shall be stricken, and the arbitrator or
the court, as the case may be, shall have the power to reform this Agreement to the extent
necessary to comply with applicable law and to give effect to the parties' intent that they shall
arbitrate their disputes.
25. Publicity
CLIENT grants MERIDIAN permission to utilize the CLIENT's trademarks, trade names, or other
designations in any promotion, press release or publication subject to CLIENT'S advance approval of
said promotion, press release or publication. MERIDIAN will provide proposed promotion, press
release or publication to CLIENT within a reasonable time but not less than two business days prior
to draft being made public. CLIENT will have the right to make any changes that CLIENT deems
reasonably necessary.
26. Entire Agreement
a, Except as otherwise provided for herein,this Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous
agreements, negotiations and understandings,oral or written, between the parties with respect to
the subject matter hereof. This Agreement will be binding on and inure to the benefit of the legal
representatives, successors and permitted assigns of the parties. This Agreement may not be
SaaS Agreement: Multi—Tenant •
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modified or refined unless amended by both Parties under a written and signed amendment. The
issuance of any additional terms and conditions by either Party hereto included with purchase
orders or other documents are null and void. In the event of any conflict between these General
Terms and Conditions and a provision of any Schedule,the provision of the Schedule will control,
but only with respect to the subject matter of the Schedule.
27. Service Level Agreement and Software Support
The Services provided by MERIDIAN under this agreement are bound by the Service Level Agreement
(SLA)as described herein. In the case of an SLA violation, the respective remedies described herein
will apply. The SLA penalty applicable in any given month is subject to a total cumulative penalty cap
of 10%of the current month's hosting service fees("Service Credits").
Any Service Credits due under this agreement will be credited promptly but in no event later than the
quarter following the calculation of the Service Credit.
MERIDIAN will be provided a ramp up period of ninety(90)days from software Go Live (Production
go live date)before any SLA requirements and subsequent remedies go into effect.
System Availability: will mean, with respect to any particular calendar month, the ratio obtained by
subtracting Unscheduled Downtime during such month from the total time (measured in minutes)
during such month, and thereafter dividing the difference so obtained by the total time during such
month. Represented algebraically, System Availability for any particular calendar month is determined
as follows:
System Availability- (Total Monthly Time-Unscheduled Downtime)
Total Monthly Time
Note: "Total Monthly Time" is deemed to include all minutes in the relevant calendar month excluding
minutes of downtime caused by Scheduled Downtime, only to the extent such minutes are included
within the Subscription Agreement Term.
MERIDIAN will undertake commercially reasonable measures to ensure that System Availability
equals or exceeds 99.70 % during each calendar month. MERIDIAN will undertake commercially
reasonable measures to notify CLIENT in advance of Scheduled Downtime. The timing of Scheduled
Downtime is subject to change at MERIDIAN's sole discretion.
Measurement and Reports: MERIDIAN will monitor System Availability metrics on an ongoing basis.
All measurements of System Availability will be calculated on a monthly basis for each calendar month
during the term of this agreement. MERIDIAN shall provide the System Availability report to CLIENT,
on an as required basis, when requested by CLIENT. This report will contain performance metrics
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against the System Availability SLA obligations as depicted herein; and specific to unscheduled
downtime events only.
Remedies: In the event System Availability is not equal to or greater than 99.70%for a given month,
CLIENT will be entitled to service level credits against its subsequent payment obligations(as set forth
in this Subscription Agreement)according to the following chart:
System Availability Available Credit (% of •
99.70% i 00.00% No Credit.
95.00%-99.69% Three percent(3%)of the applicable monthly hosted service
fees for the applicable calendar month.
90.00% -94.99% Six percent(6%)of the applicable monthly hosted service
fees for the applicable calendar month.
<89.99% Ten percent(10%)of the applicable monthly hosted service
fees for the applicable calendar month.
CLIENT's credits under this section are CLIENT's sole and exclusive remedy with respect to any
Unscheduled Downtime or any failure by MERIDIAN to meet the Service Availability required by this
agreement.The monthly available credit is capped at the lesser of$5,000 or the total cap as set forth
in the System Availability section herein.
1) Exceptions
CLIENT shall not receive any credits in connection with any failure or deficiency Availability caused
by or associated with:
i, Force Majeure events beyond MERIDIAN's reasonable control, including, without limitation,
acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire,
flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability
of or interruption or delay in telecommunications or third party services, virus attacks or
hackers, failure of third party software (including, without limitation, ecommerce software,
payment gateways, chat, statistics or free scripts)or inability to obtain raw materials,supplies,
or power used in or equipment needed for provision of this Schedule;
ii. Failure of access circuits to the ISP Network, unless such failure is caused solely by
MERIDIAN;
iii. Scheduled maintenance and emergency maintenance and upgrades;
iv. DNS issues outside the direct control of MERIDIAN:
V. Issues with FTP, POP,or SMTP CLIENT access;
vi. False Schedule breaches reported as a result of outages or errors of any MERIDIAN
measurement system;
vii. CLIENT's acts or omissions(or acts or omissions of others engaged or authorized by CLIENT),
including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP), any
negligence, willful misconduct, or use of the Services in breach of MERIDIAN's Terms and
Conditions and Acceptable Use Policy;
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viii. E-mail or webmail delivery and transmission;
ix. DNS(Domain Name Server) Propagation; and/or
X. Outages elsewhere on the Internet that hinder access to your account. MERIDIAN is not
responsible for browser or DNS caching that may make your site appear inaccessible when
others can still access it. MERIDIAN will guarantee only those areas considered under the
control of MERIDIAN: MERIDIAN server links to the Internet, MERIDIAN'S routers, and
MERIDIAN'S servers.
2) Software Support. MERIDIAN will provide software support as defined below:
i. During Standard Business Hours
ii. Access for up to three(3)named system administrators, provided their successful completion
of Meridian's administrator proficiency training
iii. Help desk support and guidance on the use of existing base product functions. Effort
exceeding a total of one (1) hour per one function is considered Training and is not included
as part of Software Support.
iv. Troubleshooting of CLIENT reported functional and technical issues related to the intended
use of the Software.
V. Troubleshooting of third-party or client-developed content, as it relates to successfully
launching and tracking in the Software.
To provide effective support for CLIENT submitted support requests, MERIDIAN will categorize
issues based upon the issue's severity level and the time it was received. MERIDIAN may require
additional details from CLIENT after initial issue submission to help resolve the issue. Additional
details regarding severity levels and response time targets are detailed in MERIDIAN's Support
Policy.
3) Support Exclusions, All other support that is not explicitly defined in Section 2 Software Support
in this Schedule is excluded.
4) Credit Request and Payment Procedures.
In order to receive a credit for system availability as defined in Section 27b herein, CLIENT must
make a request therefore by sending an email message to creditrequest@meridianks.com. Each
request in connection with this Schedule must include CLIENT's account number(per MERIDIAN's
invoice)and the dates and times of the unavailability of CLIENT's Web site and must be received
by MERIDIAN within ten (10) business days after CLIENT's Web Site was not available. If the
unavailability is confirmed by MERIDIAN,credits will be applied within one week after MERIDIAN's
receipt of CLIENT's credit request.
Notwithstanding anything to the contrary herein,the total amount credited to CLIENT in a particular
month under this Service Level Agreement shall not exceed the total Subscription fee paid by
CLIENT for such month for the affected Services. Credits are exclusive of any applicable taxes
charged to CLIENT or collected by MERIDIAN and are CLIENT's sole and exclusive remedy with
respect to any failure or deficiency in the Availability of Service.
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28. Insurance
Meridian shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property, which may arise from or in connection with the
performance of the work hereunder, and the results of that work by the Meridian, its agents,
representatives, or employees..
A. Minimum Insurance Coverage - Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an"occurrence"basis, including products and completed operations,
property damage, bodily injury and personal&advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04)
or the general aggregate limit shall be twice the required occurrence limit.
2. Workers'Compensation insurance as required by the State of California,with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease.
B. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to
contain,the following provisions:
1. Additional Insured Status-The City, its officers, officials, employees, and volunteers are to
be covered as additional insureds on the CGL policy with respect to liability arising out of
work or operations performed by or on behalf of the Meridian including materials, parts, or
equipment furnished in connection with such work or operations. General liability coverage
can be provided in the form of an endorsement to Meridian's insurance (at least as broad
as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 20 37 forms if later revisions used).
Primary Coverage-For any claims related to this contract, Meridian's insurance coverage shall be
primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City,
its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by
the City, its officers, officials, employees, or volunteers shall be excess of the Meridian's insurance
and shall not contribute with it.
Notice of Cancellation- Each insurance policy required above shall state that coverage shall not
be canceled, except with notice to the City.
Waiver of Subrogation- Meridian hereby grants to City a waiver of any right to subrogation, which
any insurer of Meridian may acquire against the City by virtue of the payment of any loss under
such insurance. Meridian agrees to obtain any endorsement that may be necessary to affect this
waiver of subrogation, but this provision applies regardless of whether or not the City has received
a waiver of subrogation endorsement from the insurer.
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C. Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct
business in the state with a current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to the City.
D. Verification of Coverage- Meridian shall furnish the City with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable
policy language effecting coverage required by this clause)and a copy of the Declarations
and Endorsement Page of the CGL policy listing all policy endorsements to City before
work begins. However,failure to obtain the required documents prior to the work beginning
shall not waive Meridian's obligation to provide them.The City reserves the right to require
complete, certified copies of all required insurance policies, including endorsements
required by these specifications, at any time.
E. Subcontractors-Meridian shall require and verify that all subcontractors maintain insurance
meeting all the requirements stated herein, and Meridian shall ensure that City is an
additional insured on insurance required from subcontractors.
F. Special Risks or Circumstances- City reserves the right to modify these requirements,
including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
29. Survival
In the event of any termination of the Agreement, Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 27,and 28 shall survive and continue in effect.
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS,
L ' gi ia, limited iabilit company
By: By:
Printed Name: Q1Z-P&)r6tPrinted Name: Kristine Ridge
Title: CA41 C'Y` (D"t �15F1:?—A71016 Title:City Manager
oPr r C
Date: CC)S .a9 .90 c o10a - Date:
[Signatures continue on the next page]
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ATTEST:
Ar-
Daisy Gomez
Clerk of Council
APPROVED AS TO FORM.-
Sonia R. Carvalho
City Attorney (�
By,�Q,�
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Vontsick
Executive Director
Human Resources Agency
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SCHEDULEI
IMPLEMENTATION SERVICES SET UP AND OPTIONAL SERVICES
STATEMENT OF WORK# SOW-001
This Schedule One (1) Statement of Work ("SOW') defines the implementation Services being
provided by MERIDIAN to CLIENT under the terms and conditions of the Software as a Service and
Subscription Agreement; in order to enable MERIDIAN to deliver and CLIENT to receive those
Software Services: and is executed by and between MERIDIAN and CLIENT.
A. Summary of Scope Implementation Professional Services
1. Standard Deliverable Summary
Meridian LMS software will be delivered to CLIENT preconfigured with standard settings derived
from best practices. CLIENT will be provided a limited set of software configurable options that
can be personalized to enable the software to meet their business needs (i.e. SCORM settings,
Virtual meeting setup, domain configurations). MERIDIAN will (1)work with CLIENT to determine
how these options should be configured and (2) implement each option based on the set of
configurable parameters inherent to the software. Configuration will be limited to the product
capabilities outlined in the current version of the MERIDIAN manuals and documentation as well
as the scope defined herein.
The following table summarizes the software setup tasks that MERIDIAN will provide on a FFP
basis. Details and scope of these services are further defined in Section B herein.
Standard Software Setup Tasks
1. Installation of Meridian LMS Environments 2, Discovery Session/Joint Requirements
Development(JRD)
3. Configuration& Branding Application J. System Integration
5. Production Installation ;G. Training
7. Go Live Support
Additional
9. Historical Data Migration 9. Single Sign-On
10.E-Commerce Integration 11.AdHoc Report Builder Implementation
12.Open Sesame Connection 13.HRIS/User Data Feed
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2. Change Control
CLIENT acknowledges and agrees that a fundamental guiding principle for planning and executing
this process,including the establishment of the User requirements,will be the utilization of existing
functionality of the Meridian LMS application on an out of the box basis. This functionality will be
used to implement and deploy the requirements as defined herein and further by the Requirements
documentation to be mutually developed and approved with the CLIENT.The estimated consulting
fees and the planned schedule are based on this principle. The purpose of the Change
Management process is to ensure that requests for Project changes(to requirements or software
configuration) are properly recorded, evaluated/assessed, properly dispositioned, and
incorporated into the software implementation scope as required, and schedules with the proper
priority and deliverable due dates.
B. Scope Details
MERIDIAN will setup CLIENT's solution according to the following in-scope details. Each task is
documented below, along with the MERIDIAN and CLIENT deliverables associated with each task,
assumptions,and the acceptance criteria.
Any additional configurations, or e-learning consulting by MERIDIAN, outside the scope defined
herein, can be performed by:
a. MERIDIAN Professional Services on a fixed fee or time and materials basis under a separate
change request, or
b. CLIENT upon the completion of MERIDIAN Administration training.
MERIDIAN offers its Direct Labor Rates as depicted herein. Cost estimates for any additional
services will be provided to CLIENT upon CLIENT'S request. Upon execution of the Schedule 2
Change Order, defining the additional work to be performed, associated cost and any other
relevant information, MERIDIAN will commence work.
1. Standard Setup Tasks: Installation of Meridian LMS Environments.
The purpose of this task is to establish the Meridian LMS pre-production environments that support
the software implementation lifecycle as outlined further in this SOW and ensure configuration
management between software environments. The following software environments will be
installed with out of the box settings as part of this task.
Meridian LMS Environments
Stage MERIDIAN'S Staging Environment is an environment that is utilized to setup the
(External) CLIENT software based upon scope defined herein.The Stage environment is
available for CLIENT Acceptance Testing, allowing project participants and
stakeholders to log in and review overall functionality, implementation
configurations, product extensions, and integrations that are applicable.
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MERIDIAN Deliverables CLIENT Deliverables
Establish Stage environment described as Confirmation of receipt of URL and access
aforementioned under section 1, to the stage environment.
Provide Client project manager URL, login,
and password to stage environment.
Provide system baseline documentation.
Assumptions .
Additional pre-production environments are Client receipt of stage environment
not included in this effort. credentials and confirmed access.
CLIENT will report access within three(3) Receipt of baseline documentation.
days of receiving the access information.
2. Standard Setup Tasks: Discovery Session/Joint Requirements Development(JRD)
The purpose of this task is for the facilitation of the Discovery/Joint Requirements Development
Session to establish Meridian LMS application branding, system configurations, and integrations.
Furthermore, this session provides high level business process mapping to the Meridian LMS
application.
DeliverablesMERIDIAN
Deliver one(1)day virtual session Provide proper resources as depicted
Provide software application branding herein.
checklist. List of attendees,coordinate dateltimes,
Document configuration requirements in the location(s),and meeting equipment needs.
Meridian Standard Requirements Participate in follow up conference calls to
Document. complete the Requirements
Rough Order of Magnitudes(ROMs)related Documentation.
to any scope changes or new tasks
identified.
Assumptions •.
One(1)day virtual. System configuration requirements are
Use Case and Functional Requirements complete and documented.
associated to specific integrations are not in Delivery of session.
scope.
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3. Standard Setup Tasks: Configuration and Branding Application
The purpose of this task is to configure and test the Meridian LMS software application based
upon the completed and approved Requirements Document as defined in task B.2 above.
MERIDIAN Deliverables CLIENT Deliverables
Complete the setup of all agreed upon Graphics per branding checklist
software application configurations. specifications.
Setup One(1)branded Meridian LMS
CLIENT specific skin.
Assumptions .
Application Branding—MERIDIAN will Configurations completed and tested per
deliver one(1)round of final pre-production the Requirements specified in task B.2
skin mock up to the CLIENT for review and above.
approval prior to setup in the Meridian LMS Meridian LMS application CLIENT Branded
CLIENT Stage environment. skin configured and tested, per the
Application Branding—MERIDIAN will Requirements specified in task B.2 above.
deliver one(1)round of final pre-production
skin review and changes upon applying to
the Meridian LMS CLIENT Stage
environment.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for
all tasks defined in section B herein.
4. Standard Setup Tasks: System Integration
The purpose of the following task is to setup the inbound to Meridian LMS HRIS Integration. The
HRIS inbound feed transmits employee detail from CLIENT's HR system to MERIDIAN (e.g.
Employee Name, Organization, and Job Title).
CLIENT will provide three (3) flat files to MERIDIAN, in MERIDIAN's format, for the inbound
processing and loading of HRIS data (Organizations, Job Titles, User data). The HRIS/DAILY
FEED data (flat files) must follow the specifications designated in MERIDIAN's HRIS templates.
Any extension of the file schema's and/or processing/validation requirements may result in an
expansion of scope for this task and may require additional funding. Meridian's tool to process the
aforementioned flat files performs the appropriate inserts and updates of Organization Data, Job
Titles,then Users, processing all data through the native API's of Meridian LMS.
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MERIDIAN DeliverablesCLIENT Deliverables
MERIDIAN Base HRIS template. Backfill and delivery of the three(3)flat files
Configuration of the Meridian LMS HRIS to Meridian for processing: User Data,
Tool based upon the completed Organizations,Job Titles.
Requirements Document specified in task
B.2 above.
One pre-production load of a subset of
CLIENT production ready data for CAT
purposes.
One production load of full user data into
the CLIENT production environment.
Assumptions
One-way HRIS integration inbound to the HRIS Tool configured and tested per the
Meridian LMS application only, Requirements specified in task B.2 above.
Meridian configure the HRIS and load a in the Meridian LMS CLIENT Stage
subset of CLIENT production ready user environment.
data in the Meridian LMS CLIENT Stage One(1)final data load in Meridian LMS
environment for testing purposes. CLIENT Production environment.
MERIDIAN will conduct and support five(5)
days of Customer Acceptance Testing for
all tasks defined in section B herein.
Upon completion of CAT, MERIDIAN will
load a full set of CLIENT production data in
the Meridian LMS CLIENT production
environment.
5. Standard Setup Tasks; Production Installation
The purpose of this task is to complete the installation of the Meridian LMS base application,
database, configurations, branding and integrations into the Meridian LMS CLIENT production
environment.
MERIDIANDeliverables
Meridian LMS CLIENT production base code Validation Meridian LMS CLIENT
and database installation. Production install is completed per the
MERIDIAN will apply applicable configurations, Requirements specified in task B.2
branding, and integrations. above.
Assumptions Acceptance Criteria
Limited to the installation of the application and Meridian LMS CLIENT Production
database of one instance of the Meridian LMS application has been Installed and is
CLIENT production environment.
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Technical support does not extend to other accessible per the Requirements
software or hardware support, data specified in task B.2 above.
integration/migration or the resolution of base
product issues.
MERIDIAN will conduct and support five(5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
6. Standard Setup-tasks: Training
The purpose of this task is to provide Implementation Readiness and Administrative training during
the project implementation. The description of these trainings and the number of respective days
is provided below.
Training Types Definitions
Implementation Readiness Training (IRT) — two (2) days—The purpose of IRT is to level set
terminology and provide core system concepts and features as it relates to key decisions that
will be required during the Discovery/Joint Requirements Development Session.
• Administrative — two (2) days — The purpose of Administrative training is to provide the in-
depth knowledge necessary to support administration system features and functions for the
set up and management of the Meridian Learning Management System.
MERIDIAN . .
Conduct required training sessions as Provide list of trainees, location(s),and
depicted herein, training equipment in order to facilitate a
Pdnted Student Guides for up to twelve(12) hands-on training and demonstration of
people. product features and functionality.
Pre-approval of travel reimbursement, if
onsite instructor led training is required.
Assumptions
No more than twelve(12)people, Delivery of the scoped number of days of
Travel costs are not included in the cost. training by type.
Implementation Readiness Training is
provided prior to the Discovery/Joint
Requirements Session.
Administrative Training is typically provided
towards the end of the implementation.
schedule, prior to the Customer Acceptance
Testing initiation; but can be mutually agreed
upon.
A minimum of two (2)weeks' notice is required
prior to the scheduling of training in order to
meridian
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appropriately manage resource schedules and
minimize travel costs/impacts.
End User Training is not provided within the
current scope of services.
Train-the-Trainer Training is not provided
within the current scope of services.
Technical Training is not provided within the
current scope of services.
Training Cancellation Policies
Rescheduling or cancellations may result in a cancellation fee per the following schedule,plus any
reasonable and necessary expenses incurred as a result of preparing to deliver the training
described herein. Notification of a cancellation or reschedule must be made to MERIDIAN in
writing.
• More than 20 business days prior to training—0% of standard Training fee.
• 11-20 business days prior to training start—25%of standard Training fee.
• 6-10 business days prior to training start—50%of standard Training fee.
• 0-5 business days prior to training start— 100%of standard Training fee.
7. Standard Setup Tasks; Go-live Support
The purpose of this task is to provide CLIENT support from the initial deployment of configurations,
branding, and integrations into the Meridian LMS CLIENT Production environment. This period
allows the CLIENT to validate that Meridian LMS application containing all configuration, and
integrations into the Production environment. Furthermore, it is the period in which the CLIENT is
to finalize administrative configuration settings, new course and content readiness.
MERIDIAN Deliverables CLIENT Deliverables
Delivery of final branding, configurations,and Final sign-off on the delivery of the
integrations into the Meridian LMS CLIENT respective deliverables as stated in task
Production environment. B herein, by MERIDIAN.
Assumptions Acceptance Criteria
Go live support consist of ten (10)business Completion of ten(10) business day's
days'worth of implementation resource duration beyond the completion of the
support post completion of the initial initial deployment into the Meridian LMS
deployment into the Meridian LMS CLIENT CLIENT Production environment,
Production environment.
Extension of the Go Live task as defined
herein will require additional funding.
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8. Additional Tasks: Historical Data Migration
The purpose of this task is to provide a Data Migration with the standard Meridian LMS
implementation services as depicted herein. The Legacy Data Migration (migration of user
historical transcript data to Meridian LMS), Meridian will support a one-way, inbound, one-time
Production data migration to import historical data based on the maximum record set of up to
100,000 records.
MERIDIAN Deliverables CLIENT Deliverables
MERIDIAN Base Data Migration template. Backfill and delivery of the one(1)flat
Configuration of the Meridian LMS HRIS Tool file to Meridian for processing: User
based upon the completed Requirements Data,Transcripts.
Document specified in task B.2 above.
One pre-production load of a subset of
CLIENT production ready data for CAT
purposes.
One production load of full user data into the
CLIENT production environment.
Assumptions Acceptance Criteria
One-way inbound Data Migration into the Data Migration completed and tested per
Meridian LMS application only. the Requirements specified in task B.2
CLIENT cannot change the format of the Data above, in the Meridian LMS CLIENT
Migration XLS file template. Stage environment.
Meridian will load a subset of CLIENT One(1)final data load in Meridian LMS
production ready historical data in the Meridian CLIENT Production environment.
LMS CLIENT Stage environment for testing
purposes.
Content is not included in-scope.
MERIDIAN will conduct and support five (5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
Upon completion of CAT, MERIDIAN will
perform a one-time full data load of CLIENT
production data in the Meridian LMS CLIENT
production environment.
9. Additional Tasks: Single Sign-On
The purpose of this task is to provide an Active Directory or SAML integration with the Meridian LMS
Implementation. Setup is limited to the Meridian LMS application out-of-the-box solution for the
integration of Microsoft Active Directory services/LDAP/SAML 2.0.
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MERIDIAN Deliverables CLIENT Deliverables
If Active Directory or LDAP: If Active Directory or LDAP:
Map Active Directory(AD)accounts to Provide remote access and credentials
Meridian LMS using"sAMAccountName"or to access AD/LDAP for application
other unique identifier. Business Logic to query for
Establish service to query AD. authentication.
Configure IPsec tunnel. Validate AD access in Meridian LMS
If SAML 2.0: CLIENT Stage and Production
Configure SAML Assertion Authentication. environment.
Configure digital certificate for SAML signature SAML 2.0:
validation. Provide SAML Authentication
Configure SSL certificate for Meridian LMS environment.
site. Provide digital certificate to enable
SAML digital signature on Meridian LMS
hosting server.
Provide SSL certificate to enable
secured communication between
Meridian LMS and Authentication
provider.
Validate SAML access in Meridian LMS
CLIENT Stage and Production
environment.
Assumptions
Alternate or multiple Directory Services are out AD/LDAP/SAML integration/access
of scope. validated in Meridian LMS CLIENT
Single Sign-On mechanism must be Stage and Production environments;and
utilizedlenforced across all domains. per the Requirements specified in task
SAML 2.0 Assertion integration assumes user B.2 herein.
accounts already exist in Meridian LMS and
UID attributes of SAML assertion properly
maps to the Meridian LMS Login ID.
MERIDIAN will conduct and support five(5)
days of Customer Acceptance Testing for all
tasks defined in section B herein.
10, Additional Tasks: eCommerce Integration
The purpose of this task is to provide E-Commerce integration with the Meridian LMS
implementation. The Meridian LMS application has native and standard integration capabilities
with CyberSource, PayPal, Digital River, Authorize.Net and Elavon's e-commerce engine.
Meridian will support the configuration and setup of one integration to work with Client's respective
merchant account.
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Deliverablesmeridian
MERIDIAN Deliverables
Configuration of the Meridian LMS application e- Provide MERIDIAN with the
Commerce functionality with Client's account applicable Merchant Account
(one(1)Payment Gateway only). I credentials.
Assumptions .
CLIENT will provide MERIDIAN with the CLIENT validation of a successful
Merchant Account credentials to support the transaction of purchase through e-
required configurations of the Merchant Account commerce functionality into the live
to be used/integrated with the Meridian LMS Merchant account.
application's a-commerce functionality. Confirmation that the e-commerce
Limited to one(1)payment Gateway only:TBD functionality has been correctly
Any other Payment vendors requiring integration configured and is functioning with
are not covered under this scope of work. Customer's account information, and
MERIDIAN will conduct and support five(5)days in the Requirements specified in task
of Customer Acceptance Testing for all tasks 6.2 herein.
defined in section B herein.
11. Additional Tasks: AdHoc
The purpose of this task is to install and setup the standard AdHoc reporting module for the
CLIENT. Setup is limited to the Meridian LMS out of the box solution for AdHoc module that
includes identified base product views and data object relationships.
MIE-JRIDIAN Deliverables CLIENT Deliverables
Configuration of the Meridian LMS application. Provide MERIDIAN confirmation of
functionality is configured within
Stage/Production environments.
Assumptions Acceptance Criteria
CLIENT to configure desired base/custom Confirmation that the Meridian AdHoc
views and database object relationships functionality has been correctly
through configuration console that are not configured and is functioning per the
currently exposed via the identified base Requirements specified in task B,2
product views. herein.
MERIDIAN will conduct and support five(5)
days of Customer Acceptance Testing for all
tasks defined in section 8 herein.
12. Additional Tasks: Open Sesame Integration
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The purpose of this task is to configure and connect to the CLIENT's Open Sesame account of
courseware.Setup is limited to the Meridian LMS out of the box solution.
MERIDIAN Deliverables CLIENT Deliverables
Configuration of the Meridian LMS application. Provide MERIDIAN all requested account
information.
Assumptions Acceptance Criteria
MERIDIAN will create all needed configurations Confirmation that the Meridian Open
and database updates. Sesame functionality has been correctly
configured and is functioning per
the Requirements.
13.Additional Tasks: HRISIUser Data Feed
C. Project Schedule
The scope of the implementation services as depicted herein is limited to a one(1)phase software
deployment, estimated to take sixteen(16)weeks.
Schedule is dependent on CLIENT's ability to:
1. Complete all Discovery and Planning activities per the mutually agreed upon baselined Project
Plan, including but not limited to:
a. Data Template Completion.
2. Provide Configuration and Integration Requirements in a timely manner.
3. Provide feedback on all loaded data in a timely manner.
4. Execute Customer Acceptance Testing activities per the agreed upon Project Plan.
A draft Project Plan will be provided within one (1) week after the Project Kick-Off date. The
detailed Project Plan is subject to modification during the software implementation lifecycle with
the mutual agreement of both the CLIENT and MERIDIAN.
D. Roles and Responsibilities
MERIDIAN and CLIENT agree to staff the Project at levels and conditions as set forth in the
mutually agreed upon Project Plan.At a minimum,across all tasks as defined in section B2 above,
the Project will be staffed as follows:
meridian
MERIDIAN Resources
Role Responsibilities
Acts as Meridian's single Deployment Project Management
point of contact Stages. experience managing
throughout the project. Discovery. teams, issues,
Develops and manages Execute. project schedules
project plan. Deploy. and financials.
Manages project issues Warranty. Meridian LMS
and mitigates risk on Workstreams configuration skills.
behalf of Meridian. Project Mgmt. Process definition
Prepares for and Software skills.
conducts status Setup.
meetings. Meridian
Provides status reports University.
and financial tracking.
Project Manager Conducts Requirement
Confirmation Workshops.
Participates in and
coordinates design,
configuration,
development, testing and
deployment activities.
Note: In most cases,the
Meridian Project Manager is
not fully dedicated to one
specific customer
deployment since the
responsibility does not
require a full-time resource.
Conduct Requirement Deployment Meridian LMS
Confirmation workshops Stages. product features&
to gather in-scope Discovery. functionality expert.
product extension Execute. Industry Business
Technical Solutions requirements for Warranty. Process expert,
complex projects only. Workstreams SQL database skills.
Architect Drives the joint project Software SQL query skills,
team to a solution to Setup. Process definition
meet all requirements in skills.
the most efficient and Data analysis skills.
constructive manner.
meridian
Participates in execution Data conversion
of software development skills.
and testing activities.
Facilitates end-user and Deployment Meridian LMS
system admin Stages. product configuration
Requirements Gathering Discovery. skills.
Sessions. Execute. In-depth Industry and
Confirms configuration Deploy. process knowledge.
requirements. Warranty. SQL query skills.
Identifies gaps and Workstreams. Process definition
Implementation works with integrated Software skills.
Consultant team to develop Setup. Data analysis skills.
resolutions.
Performs data
conversion and migration
activities.
Configures and tests
software per defined
requirements.
Establishes technical Deployment Meridian LMS
environments. Stages. development expert.
Extends software for Discovery. SQL database skills.
requirements not Execute. SQL query skills.
supported by out-of-the- Deploy. NET development
Application Developer box features& Warranty. skills.
configurations. Workstreams. Meridian LMS
Configures/Develops Software technical
integrations with the Setup. infrastructure skills.
product per defined
requirements.
Analyzes and assesses Workstreams. In-depth Industry
client's maturity level and Post knowledge.
skill sets. Deployment. In-depth knowledge
Assesses client's of industry best
Account Manager business processes and practices.
goals. Strategic planning.
Creates Project/Account
recommendations to Management.
drive the maturity and
the business forward.
iL
Establishes and tracks Process definition
strategic initiatives. and development
skills.
Enablement and
communications
expert.
Delivers Implementation Deployment Meridian LMS
Readiness and LMS Stages. product features&
Administrator training. Discovery. functionality expert.
Tailors training delivery Execute. In-depth knowledge
Meridian Trainer to meet customer's Workstreams of industry best
business requirements Meridian practices.
and/or configuration University.
decisions.
Finalizes training
logistics.
E. Cost Estimate
Item Description Cost
Standard Software Setup $28,875.00
Training $6,000.00
Historical Data Migration $14,190.00
Single Sign-On $4,950.00
eCommerce Integration $6,270.00
HRIS/User Data Feed $10,065.00
AdHoc Setup $4,290.00
Open Sesame Integration 1 320.00
Total Software Set up Fees $75,960.00
ASSUMPTIONS:
1, All Services are an estimate based on the understanding of the scope of work. Implementation
Services may vary based on increased domains, user audience, and scope, or time changes.
Any additional Services that are identified through the workbook process (additional
modifications, integrations, professional services support or consulting) can be added to this
Agreement as needed or in a later CO SOW.
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meridian
2. All pricing for additional scopes of work is valid for ninety(90) calendar days from the date of
submission to the CLIENT.
3. Travel costs are not included in the Cost Estimate and will be invoiced per MERIDIAN'S current
travel guidelines.
F. Out of Scope
The following is currently deemed outside of the scope for this implementation:
• Migrations, integrations, modifications to the system that are not explicitly included in the scope of
this SOW.
• Custom reports, localization,documentation,or online help.
• Content cleansing, migration,or uploading unless specifically identified.
• Consulting or professional services not specified in the implementation tasks (i.e. courseware
development, courseware troubleshooting, SCORM, HW/SW configurations or internal network
setup or maintenance).
• Advanced Graphical design or other advanced(e.g.flash)GUI support.
• Editable training materials such as instructor and student guides.
G. Change Management
MERIDIAN recognizes that changes are a normal part of the project life cycle. Changes to the
scope or timeline of the Services contemplated by this Agreement will require a formal Change
Order Statement of Work("Schedule 2")to be submitted by the MERIDIAN Project Manager to the
CLIENT. Changes in scope may include an increase in cost and/or timeline and will be specified
in each change request. Prior to beginning the change request, CLIENT must execute the
Schedule 2 Change Order.MERIDIAN requires formal change acceptance before beginning work
on any changes. Changes within the defined scope of the contract need approval by the CLIENT
Project Manager and the MERIDIAN Project Manager. Acceptance for scope changes, are given
when both the CLIENT Project Manager and the MERIDIAN Project Manager formally approve
the change by signing off on Schedule 2 so that miscommunications are avoided. Project change
procedure is as follows:
i. Identify change (can originate from the CLIENT Project Manager or the MERIDIAN Project
Manager);
ii. MERIDIAN completes Change Request Form;
iii. MERIDIAN Project Manager determines the impact of the proposed change (schedule,
resources, time, and/or cost);
iv. MERIDIAN Project Manager submits Schedule 2 to the CLIENT Project Manager for
review/approval.
V. MERIDIAN Project Manager receives approval from the CLIENT Project Manager within
three(3)business days; and
vi. MERIDIAN Project Manager modifies or, if necessary, re-baselines the Project Schedule
and Plan to include the approved change.
SaaS Agreement,Multi—Tenant
meridian
vii. Work begins as agreed upon to incorporate change;or,
viii. MERIDIAN Project Manager works with the CLIENT Project Manager to either adjust the
requirements or revise the workload distribution, documenting all changes on a revised
Change Request Form.
Change Management Criteria are as follows:
i. Any change that is outside the scope of effort defined in Schedule 1;
ii. Any additional deliverable or service not defined in Schedule 1, or changes to an accepted
deliverable;
iii. Any subsequent modifications to an approved Change Request;
iv. Modifications to the technical or management approach defined in Schedule 1;
V. Any change in workload or environment or application inventory;
vi. Any additional activity or task not defined in Schedule 1 for a planned deliverable;
vii. A contradiction to items,assumptions or responsibilities stated in Schedule 1;
viii. A delay in turnaround of approvals, information, answers to questions; and
ix. Time lost due to reasons such as unavailability of equipment, software, or access to
environment/infrastructure needed by the project team.
H. Acceptance Management
In an effort to avoid schedule delays stemming from delayed approvals of dependent tasks,
MERIDIAN and CLIENT will mutually define a reasonable acceptance review period that does not
jeopardize the project duration as outlined within the project management support period. Delays
in accepting project deliverables could result in a schedule slippage equaling as much as one day
for every day acceptance review is delayed. Below are the methods used to verify and validate
each of the defined deliverable(s).
i. Deliverable Review and Approval. MERIDIAN will provide deliverables to the CLIENT.
Documentation deliverables will be provided to CLIENT in electronic form. A Deliverable
Acceptance Form will be submitted to the CLIENT Project Manager for each deliverable.
CLIENT will provide MERIDIAN with one set of consolidated comments. MERIDIAN will
provide a CLIENT Quality Control(QC)sheet that may help the CLIENT collate all comments
prior to delivering to MERIDIAN.The deliverable will be deemed acceptable when it satisfies
the acceptance criteria specified for each deliverable or service or within ten (10) calendar
days if no response is received. The Deliverable Acceptance will be signed and returned to
MERIDIAN upon review of the deliverable within the mutually defined period as stated upon
under acceptance management. In the event that the CLIENT rejects a deliverable,
MERIDIAN will resubmit the deliverable to the CLIENT with the required changes within a
mutually agreed upon timeline.
ii. Acceptance Authority. CLIENT will specify a single point of contact with deliverable
acceptance/sign off authority. Sign off acceptance is required for deliverable by the
approving authority, prior to moving any customizations to the production site.
iii. Withholding Acceptance. CLIENT shall not unreasonably withhold acceptance. If
Acceptance is not granted or rejected within the mutually agreed upon timeframe,automatic
• •
Acceptance will be granted. In the event that failure to provide Acceptance extends the
timeframe of the implementation activities within the respective Schedule 1,CLIENT may be
liable for additional Project Management time in order to extend the schedule.
iv. 30 Day Post-Delivery Warranty.After sign-off approval has been received,and MERIDIAN
has delivered the files, CLIENT will have thirty (30) calendar days in which to report any
production errors to the Project Manager. MERIDIAN will assess the error and correct as
long as the error is within the scope of the original task completed.After thirty(30)calendar
days from the date the files were delivered to the CLIENT, MERIDIAN will provide a cost
estimate for any errors/revisions requested unless those costs are covered under separate
sections of this Agreement. This warranty is only in terms of the work performed under the
Exhibit A.
I. Invoicing Schedule
MERIDIAN will invoice Services based on the following deliverable milestones within the
implementation timeline.
i. Contract Execution[30%]—Upon Contract Execution,thirty percent(30%)of the SOW fee
will be invoiced.
ii. Delivery to CLIENT Stage Environment (40%] — At the point of all programmatic
deliverables being released to the CLIENT Stage Environment for CLIENT review, the
second forty percent(40%)of the SOW fee will be invoiced.
iii. Delivery to Production (30%] — At the point of all programmatic deliverables being
delivered for application to the Production Environment,thirty percent(30%)of the SOW fee
will be invoiced.
J. Additional Services—Labor Rates
Labor Category 2021 Commercial Rate
Application Architect 1 $194.12
Application Architect if $222.33
Application Architect III $250,54
Application Developer 1 $143.67
Application Developer II 1 $183.58
Labor
Application Developer III $225.37
Computer Programmer $89.60
Computer Systems Analyst 1 $81.91
Computer Systems Analyst II $118.55
Computer Systems Analyst 111 $176.74
functional IT Consultant 1 $156.57
Functional IT Consultant II $184.67
Functional IT Consultant 111 $186.85
SaaS A' •
meridian
a
Functional IT Consultant IV $237.21
Functional IT Consultant V $333.36
Information Technology Director 1 $226.59
Information Technology Director II $254.31
Information Technology Director III $305.17
Principal IT Reengineering Analyst $207.82
Principal Systems Engineer/Architect $189.09
Program Manager $291.69
Project Manager 1 $165.17
Project Manager 11 $185.19
Project Manager III $222.21
Project Manager IV $245.86
QA/QC Specialist 1 $92.48
QA/QC Specialist II $146.19
QA/QC Specialist III $190.02
Senior IT Re-engineering Analyst $140.42
Software Testing Engineering $138.48
Software Trainer $130,80
Sr.Technical Documentation Specialist $156,59
Sr.Quality Analyst _ $229.28
Web Designer 1 $89.79
Web Designer II $109,75
Web Designer 111 $129.71
K. Authorization
By signing below,CLIENT is authorizing MERIDIAN to move forward with the development and testing
of the requested functionality,as detailed within this document.CLIENT agrees that the requirements,
as documented herein, meet or exceed the expectation of the requested functionality.
Once signed,this page should be faxed or emailed to Meridian Knowledge Solutions, LLC:
To the attention of: Contracts
Fax#: 703,322.9568
Email legaatrustvio.com
meridian
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC, QtgafSafftArra
a Virginia, limited liability cc pany
By: 0011-1
By: PritfL n g
ted Name: Kri
Printed Name:S � �� � ' Title:C,�j IU1c�►aq�r
Title: C_N L r-7F 4fl Pn)A)1'>?9_vg71 )t3 Date: �1
Date: OFPI C'6<
ATTEST:
Daisy Gomez
Clerk of Council
APPROVED AS TO FORM:
Sonia R.Carvalho
City Attorney
By:f a.,
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
J an Motsick
xecutive Director
Human Resources Agency
meridian
SCHEDULE2
Software as a Service Subscription Term and Fees
Subscription Term and Fees
a. Software: Meridian LMS
b. Modules/Components. The following additional modules and components are included/enabled:
i. Dominknow
ii. Ad Hoc Report Builder
iii. Optional Content Add-on,OpenSesame Plus 100: $47,055 per year on a 3-year term
(discounted by 2% if paid all three(3) years in advance).
c. Languages.The following language packs are included/enabled:
i. English(US) [included)
d. Initial Subscription Term
The initial term of this subscription will be 3 years commencing from the Effective Date of this
Agreement.
e. Renewal Period Terms
Upon expiration of the Initial Subscription Term, this Agreement will be renewable in subsequent
one-year terms based on the then current pricing for the Applications, Ivlodules/Components,and
Languages listed above.
f. Number of Authorized Users. Maximum of 1500 internal active users
"Authorized Users"is defined as the total number of user accounts that have access to the system
during the annual subscription term.
g. Additional User Subscription Fees
Additional"Authorized Users"can be added at any time during the Initial Term or Renewal Period
Terms based on the then current Subscription pricing for additional users
h. Bandwidth and Storage
The following bandwidth and storage limitations are included as part of this Agreement. Any
additional bandwidth or storage required by CLIENT will be subject to current published price list.
• Bandwidth: 100GB/month (1.2 TB/annually—measured annually)
• Additional content storage is priced at$500 annually for 100 GB.
Bandwidth will be measured based upon total in/out traffic. Bandwidth will be monitored on a
monthly basis in relation to the commitment levels, however bandwidth will be
meridian
measured based upon total usage over the annual term. Overage fees may apply go consuming
more bandwidth.
i. Subscription Fees
The following subscription fees apply to this Agreement: If annual subscription fees for multiple
years of the Initial Subscription Term are paid in advance and the CLIENT cancels in accordance
with the General Terms and Conditions§11(b) after the first year of the Initial Subscription Term
but prior to the start of the next annual term, the remaining subscription fee for the Initial
Subscription Term will be refunded to the CLIENT.
Subscription Fees
Period of performance Fees Invoice date
5/18/2022—6/30/2022 $3,576.89 On execution
7/1/2022—6/30/2023 $30,362.00 On execution
7/1/2023—6/30/2024 $30,332.00 On execution
7/1/2024—6/30/2025 $30,362.00 On execution
Total subscription fees for 3 years and 43 days: $94,662.89
J. Set-up Fee
The following set up fees apply to this Agreement, and are defined in Schedule One (1) of this
agreement: $75.960
[Signatures are on the next page]
meridian
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, City of Santa Ana
LLC,a Vr inia, limited liability company
Printed Name:
�e
By: Title:C;A, AelhOgef
Printed Name: ►-}c1� �• 6� +tZpate: 0
Title: C I C-r ILJM uv 15 T94-47-1 U e,
Date: l;CkF4 ATTEST:
o H ,
Daisy Gomez
Clerk of Council „Ra,
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
By:IQAAna_ A 2-c4u '
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Ja on Motsick
executive Director
Human Resources Agency
All
meridian
• •
MA
CHANGE ORDER TO SCHEDULE 1
STATEMENT OF WORK#CO-001 (TEMPLATE)
IMPLEMENTATION OF THE MERIDIAN LMS
FOR City of Santa Ana
This is a Change Order to Schedule 1 — Statement of Work #SOW-001, dated May 17, 2022 , and
defines changes to the work to be provided under the terms and conditions of the Contract Agreement
signed between MERIDIAN and CLIENT.
A. Effective Date of this Change Order
This Change Order is effective upon its execution by MERIDIAN and CLIENT. The estimated
Change Order commencement date is May 17, 2022.
B. Summary of Changes to the Scope of Implementation Professional Services
CLIENT has requested the following changes to the LMS implementation in support of Additional
content add-on.
C. Authorization
By signing below, CLIENT is authorizing MERIDIAN to move forward with the development and
testing of the requested functionality, as detailed within this document. CLIENT agrees that the
requirements, as documented herein, meet or exceed the expectation of the requested
functionality.
Once signed,this page should be faxed or emailed to Meridian Knowledge Solutions, LLC:
To the attention of:Contracts
Fax#: 703-322-9568
Email co to racts a meridianks.com
i meridian
SIGNATURE PAGE
MERIDIAN: CLIENT:
MERIDIAN KNOWLEDGE SOLUTIONS, LLC, City of Santa Ana
a Virginia, limited liability company
By:
Printed Name:
By: Title: (�'Printed Name: Date.
Title:
Date: ATTEST:
of SkT
Daisy Gomez r ' -
Clerk of Council
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
�Man o sic
utive Director
Human Resources Agency
wo
meridian
KNOWLEDGE SOLUTIONS
THIS IS NOT AN INVOICE
To: Sofia Style I City of Santa Ana
Quote Date: 6/16/2025 Quote Expiration: 7/1/2025
Service Annual Cost
ANNUAL TOTAL COST FOR 1,600 USERS—Year 1—7/1/2025—6/30/2026 $72,426.00
Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
ANNUAL TOTAL COST FOR 1,600 USERS—Year 2—7 1 2026—6 30 2027 $72,426.00
Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
ANNUAL TOTAL COST FOR 1,600 USERS—Option Year—7/1/2027—6/30/2028 $72,426.00
Annual SaaS fee for 1,600 Users $30,362.00
Open Sesame Plus 25 for 1,600 Users $42,064.00
*Taxes- If applicable will be calculated and added to each annual invoice
Meridian Knowledge Solutions, LLC CLIENT: City of Santa Ana
By (Signature) By (Signature)
Sarah Shifflette Lori Schnaider
Print Name Print Name
Senior Vice President, Customer Solutions Executive Director of Human Resources
Title Title
July 23, 2025 23/07/25
Date Date
Renewal Quote 07232025
Final Audit Report 2025-07-23
Created: 2025-07-23
By: Jay Jenkins Qjenkins@santa-ana.org)
Status: Signed
Transaction ID: CBJCHBCAABAAgplBNlm8er-YZL9xgaFV37Hi661SeeVb
"Renewal Quote_07232025" History
Document created by Jay Jenkins (jjenkins@santa-ana.org)
2025-07-23-5:18:23 PM GMT
Document emailed to Lori Schnaider(LSchnaider@santa-ana.org)for signature
2025-07-23-5:18:27 PM GMT
Email viewed by Lori Schnaider (LSchnaider@santa-ana.org)
2025-07-23-6:13:47 PM GMT
Document e-signed by Lori Schnaider(LSchnaider@santa-ana.org)
Signature Date:2025-07-23-6:14:19 PM GMT-Time Source:server
Agreement completed.
2025-07-23-6:14:19 PM GMT
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