PURCHASE AGREEMENT BETWEEN

{VENDOR FULL NAME}

AND

LOS ANGELES FIRE AND POLICE PENSIONS

FOR THE PURCHASE OF

{NAME OF SOFTWARE TITLE}

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Table of Contents

Sectio n Description P age N o.

1. Definitions 32. Grant of License to LAFPP 73. Obligations of VENDOR 84. Obligations of LAFPP 95. VENDOR's Personnel, and Subcontractors 106. LAFPP Payments to VENDOR 127. System Delivery 148. Installation and Testing; Acceptance 159. Custom Programming 1810. Interfaces 1911. Warranty Period Services 1912. Maintenance and Support Services 2013. Additional Support, Fees, and Charges 2014. Limited Warranty; Limitation or Remedies 2115. Training and Documentation 2616. LAFPP Use and Protection of Trade Secrets 2617. Indemnification 2718. Force Majeure and Excusable Delays 2919. Insurance, System Possession and Source Code 2920. Term and Termination 3221. Miscellaneous 3322. Attachments

A. List of Documents Incorporated within this Agreement 41B. Deliverables-Based Payment Schedule 42C. Third Party Software 43D. Exceptions to LAFPP RFP Requirements 44E. Assumptions to LAFPP RFP Requirements 45F. VENDOR Key Personnel 46G. Options Included in the Agreement 47H. List of Enhanced Capabilities 48I. Diagram of the New System 49J. Project Timeline 50K. Escrow Agreement 51

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this "Agreement"), is made and entered into this day of , 2014, by and between (hereinafter "VENDOR"), an information technology consulting corporation, having principal offices at , and

Los Angeles Fire and Police Pensions (hereinafter "LAFPP"), having offices at 360 E. 2nd

Street, Suite 400, Los Angeles, CA 90012.

VENDOR and LAFPP, intending to be legally bound, hereby covenant and agree as follows:

Section 1

DEFINITIONS

In addition to terms elsewhere defined in this Agreement, the following terms shall have the meanings set forth in this Section 1 for purposes of this Agreement:

1.1 “Acceptance.” The occurrence of the conditions set forth in Section 8 hereof, with regard to any Phase or the System, including, without limitation, the execution of a Certificate of Acceptance.

1.2 “Base Program.” The standard software belonging to VENDOR and identified in the VENDOR Proposal § , including all Releases therefore, and all documentation relating thereto.

1.3 “Certificate of Acceptance.” Written certification, delivered to LAFPP and signed by an authorized representative of VENDOR, stating that any Defects in a particular Phase of the System, discovered after installation, have been corrected as required under this Agreement and that the Phase complies in all material respects with all of the applicable System Specifications. As set forth in Section 8.5 hereof, a Certificate of Acceptance executed by both parties and delivered to LAFPP will specify the mutually agreed Live Date for the applicable Phase and/or System.

1.4 “Certificate of Completion.” Written certification, delivered to LAFPP and signed by an authorized representative of VENDOR, stating that any Defects in a particular Phase or the System, discovered after installation and Acceptance, have been corrected as required under this Agreement and that the Phase or System complies in all material respects with all of the applicable System Specifications. As set forth in Section 8.6 hereof, a Certificate of Completion is not issued until after Acceptance of a Phase or the System by LAFPP. LAFPP must provide written acceptance to VENDOR of any and all Certificates of Completion for them to become effective.

1.5 “Certificate of Installation.” As set forth in Section 8.1 hereof, a written certification delivered to LAFPP and signed by an authorized representative of VENDOR confirming that the Licensed Programs for a particular Phase have been installed at LAFPP Premises, that the applicable Documentation has been delivered, and that the Licensed Programs

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and documentation comply in all material respects with applicable Installation Test Specifications referred to in Section 8.1 hereof.

1.6 “Customizations.” Any modification or addition to the Base Program and Optional Features Programs required under Section 9 hereof for the System to comply with the System Specifications.

1.7 “Defect.” Any failure by the System or any Phase or component thereof to conform in any material respect with applicable System Specifications, including but not limited to any Error.

1.8 “Defect Correction.” Either a modification or addition that, when made or added to the System or any Phase establishes material conformity of the System or any Phase to the functional specifications therefore, or a procedure or routine that, when observed in the regular operation of the System or any Phase, eliminates the practical adverse effect on LAFPP of such nonconformity.

1.9 “Documentation.” All specifications, manuals, documents, drawings, and other tangible items pertaining to the System, or a particular Phase of the System including, but not limited to, the items identified in the LAFPP RFP and the documentation for the Licensed Programs. In the event of any conflict or inconsistency between the items identified in the LAFPP RFP and the documentation for the Licensed Programs, the items identified in the LAFPP RFP shall control and supersede.

1.10 “Enhancement.” Any modification or addition that, when made or added to the Licensed Programs, materially changes it’s utility, efficiency, functional capability, or application, but that does not constitute solely a Defect Correction. Enhancements may be designated by VENDOR and as agreed by LAFPP as minor or major, depending on VENDOR's assessment of their value and of the function added to the preexisting Licensed Programs.

1.11 “Equipment.” All LAFPP Equipment and Third Party Equipment.

1.12 “Error.” Any failure of Licensed Programs to conform in all material respects to the System Specifications as published from time to time by VENDOR and customized in response to the LAFPP RFP. However, any nonconformity resulting from LAFPP's material misuse, improper use, alteration, or damage of Licensed Programs or LAFPP's combining or merging Licensed Programs with any hardware or software not supplied by or identified as compatible by VENDOR, shall not be considered an Error.

1.13 “Hosting Environment.” The off-site location for the facilities, equipment, personnel, and software where the Licensed Programs are operated and maintained in accordance with the Hosting Agreement.

1.14 “Implementation Workplan.” The detailed plan for implementation of the Project, and discreet Phases thereof, prepared and approved in accordance with Section 8.2.

1.15 "Installation Test.” The test of the Licensed Programs to be conducted by VENDOR, to demonstrate that the Licensed Programs for a Phase of the System, as installed on the Third Party Equipment at the LAFPP Premises and other Equipment, conform to the

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application Installation Test Specifications in all material respects, as set forth in Se c tion 8.1 and VENDOR Proposal § . VENDOR shall provide notice to LAFPP of the timing of the test such that LAFPP Personnel are accorded the opportunity to be present at the Installation Test hereof, and LAFPP Personnel shall be briefed on the test process and progress. Prior to Installation Test at LAFPP Premises, LAFPP Personnel will be invited to attend pre-installation tests performed at VENDOR's offices.

1.16 “Installation Test Specifications.” Those specifications set forth in LAFPP RFP and VENDOR Proposal § .

1.17 “Interfaces.” Those interfaces set forth in LAFPP RFP.

1.18 “LAFPP Equipment.” The Local Area Network (LAN) central processing units (CPUs), including all terminals, personal computers (“PCs”), servers and other components thereof, situated at the LAFPP Premises as of the Project Start Date and more fully described at LAFPP RFP § B-2, Legacy Technical Environment .

1.19 “LAFPP Facilities.” The space, environment, and other facilities located at the LAFPP Premises and to be provided by LAFPP under this Agreement in connection with the installation, operation, and maintenance of the System.

1.20 “LAFPP Personnel.” All persons engaged from time to time as officers, employees, agents, or independent contractors of LAFPP. Although LAFPP is the party to the contract, not all LAFPP personnel or facilities are implicated.

1.21 “LAFPP Premises.” Those premises presently occupied by LAFPP at 360 E. 2nd

Street, Los Angeles, CA 90012.

1.22 “LAFPP RFP.” The Los Angeles Fire and Police Pensions Request for Proposal for Implementation of a Pension Administration System dated

, 2014 and as amended by all subsequent documents prepared by VENDOR and/or LAFPP in conjunction with VENDOR's responses to LAFPP's questions and clarifications to the VENDOR Proposal attached hereto as Attach m ent A .

1.23 “LAN.” A limited-distance distributed processing network (local area network) that comprises the LAFPP Equipment and supporting communication facilities interconnected by a transmission medium in order to facilitate the inter-exchange of data. The current network environment is described in LAFPP RFP § B-2.

1.24 “Licensed Programs.” The Base Programs including the Customizations and the Optional Features, and the Enhancements, Defect Corrections made to the Licensed Programs, Error corrections, modifications, and changes to the Base Programs as well as all derivative works prepared therefrom and all documentation related thereto.

1.25 “Live Date.” The date that the applicable software of a Phase or the entire System is first used by LAFPP in an operational, non-test environment, utilizing actual production data.

1.26 “Phases.” A particular portion of the System, as set forth in the Workplan in VENDOR Proposal § or as may be modified in accordance with this Agreement.

1.27 “Project” shall mean the planned undertaking to provide the products and services

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pursuant to the terms of this Agreement.

1.28 “Project Start Date” shall mean the mutually agreed upon date on which the Project will begin; provided, however, that the Project Start Date shall be no later than thirty (30) days after the date this Agreement is signed by the parties. After the Project Start Date has been agreed to, it shall be attached hereto as an addendum signed by both parties.

1.29 “Releases.” New copies of the Licensed Programs, which may include Defect Corrections, Error corrections, and Enhancements and which VENDOR generally makes available to customers of the Base Program.

1.30 “Source Code.” The then-current version of the Licensed Programs and the then- current version of the documentation for the Licensed Programs and the proprietary tools incorporated in or used to generate the Licensed Programs, all in human readable form.

1.31 “System.” The VENDOR System, including the Third Party Equipment, Licensed Programs, Documentation, Third Party Software, and modifications and updates to the LAN furnished by VENDOR pursuant to the terms hereof, all set forth in VENDOR Proposal § . While the WAN is not furnished by VENDOR under this Agreement and is not part of the System, VENDOR shall cooperate with LAFPP in connection to the WAN by Equipment for secure file transfer between the LAN and the WAN. A block diagram of the System is attached hereto as Attach m ent I .

1.32 “System Fees.” The fees set forth in Section 6 and Attach m ent B hereof, as the same may be amended in accordance with the terms hereof.

1.33 “System Specifications.” Those functional specifications relating to the design and performance of the System or a particular Phase of the System set forth in LAFPP RFP and including the functional specifications resulting from requirements definitions meetings between LAFPP and VENDOR that are documented by VENDOR and accepted by LAFPP, as the same may from time to time be amended by written agreement of the parties, together with the Documentation.

1.34 “Third Party Equipment.” The third party equipment listed in VENDOR Proposal§ , which is to be purchased by VENDOR on behalf of LAFPP, and owned by LAFPP upon delivery to LAFPP.

1.35 “Third Party Software.” All third party software to be provided by VENDOR is listed in Attach m ent C .

1.36 “VENDOR Proposal.” The VENDOR Response to the LAFPP RFP entitled "Los Angeles Fire and Police Pensions Request for Proposal for Pension Administration System " dated , 2014, and as amended by all subsequent documents prepared by VENDOR and/or LAFPP in conjunction with VENDOR's responses to LAFPP's questions and clarifications to the VENDOR Proposal attached hereto as Attach m ent A ..

1.39 “WAN.” The wide area network that is connected to, but does not comprise a part of, the System for file transfer to and from the LAN. The WAN does not include the Internet, but does include connections from LAFPP Equipment to the Internet, whether direct or indirect.

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1.40 “Warranty Period.” The period of time commencing with the Project Start Date and terminating twelve (12) months after the Live Date for the final Phase. The Warranty Period shall be extended as long as is necessary to include the time to fix any and all Defects LAFPP identifies during the Warranty Period.

Section 2

GRANT OF LICENSE TO LAFPP

2.1 Scope of License. VENDOR grants to LAFPP, and LAFPP shall receive from VENDOR, without further action by LAFPP or VENDOR, a nonexclusive, perpetual license to install, execute, and use the System (including modifications and updates of the System furnished pursuant to the terms hereof) for its own internal data processing and computing needs (but not for service bureau or time-sharing services), and to make such copies as required for such use, including copies for archival and backup purposes, all in accordance with terms and conditions hereof. Such use extends to all LAFPP Personnel and its contractors. VENDOR acknowledges that LAFPP may make sufficient copies of the Licensed Programs and of the Third Party Software to support the maximum number of users set forth in the LAFPP RFP and to make copies as may be necessary for archival or backup purposes.

2.2 Termination of License Rights. The license rights granted hereunder and all use of the System shall be perpetual unless earlier terminated in accordance with Section 20 hereof.

2.3 Documentation and Training. In connection with its installation of the System, VENDOR shall provide LAFPP with documentation and training for LAFPP Personnel as set forth in Section 15 hereof, and the license granted herein shall authorize the use of such documentation by LAFPP and LAFPP to make copies of such documentation for LAFPP's use of the documentation in accordance with the terms hereof.

2.4 Documents and Precedence. The VENDOR Proposal, the LAFPP RFP and certain documents presented by VENDOR and/or LAFPP that modify the VENDOR Proposal and LAFPP RFP are listed and included in Atta c h m ent A and are hereby incorporated into this Agreement. This executed document has precedence over all documents including, without limitation, all documents listed in Attach m ent A . In the event that there is a conflict or ambiguity within the text of this document and any other incorporated documents, the order of precedence shall be that this document takes precedence over all documents listed in Attachment A, all

documents listed in Attachment A take precedence over the LAFPP RFP, and the LAFPP RFP shall take precedence over the VENDOR Proposal.

2.5 Exceptions. The exceptions identified in Attac hm ent D hereto have been excluded from the requirements defined in LAFPP RFP .

2.6 Assumptions and Dependencies. In support of LAFPP's goals and objectives for the system, the following assumptions were agreed to by the parties for formulation of an infrastructure and framework for project success.

2.6.1 Technical -- LAFPP will provide network logons to VENDOR team members as required.

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2.6.2 General -- LAFPP will provide access to LAFPP information and managerial, technical, policy, and user personnel as reasonably required by the supplier to perform its obligations under the contract.

2.6.3 Assumptions -- Additional assumptions made by VENDOR and applicable to the scope of services to be provided hereunder are listed within Attach m ent E hereto which is incorporated into this Agreement by this reference.

Section 3

OBLIGATIONS OF VENDOR

In addition to obligations otherwise set forth in this Agreement, VENDOR shall perform the obligations detailed in this Section 3 .

3.1 Opportunity to Test. VENDOR shall provide, and shall permit LAFPP a reasonable opportunity to conduct appropriate and thorough tests of Licensed Programs as set forth herein.

3.2 Obligation for Property Damage. VENDOR shall repair, replace, or, if VENDOR is unable to repair or replace, reimburse LAFPP for the cost of repairing or replacing equipment, programs, data, or other tangible property of LAFPP damaged through the negligent or willful act or omission of VENDOR.

3.3 Cooperation. VENDOR shall cooperate with LAFPP, and subcontractors and agents designated by LAFPP, in provision of all services hereunder.

3.4 Records and Inspection. Vendor shall facilitate compliance with the California Public Records Act. VENDOR agrees to maintain and make available to LAFPP accurate books and records relative to all its activities under this Agreement. VENDOR shall at any time during business hours, and as often as LAFPP may deem necessary, make available to LAFPP for examination all of its records and data with respect to matters covered by this Agreement. LAFPP shall have the right to inspect and make excerpts and transcripts from such records or otherwise evaluate the quality,

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appropriateness, and timeliness of services performed under the Agreement. VENDOR shall also permit LAFPP to audit and inspect all invoices, materials, payrolls, records of personnel including medical records, conditions of employment, and other data relating to matters covered by this Agreement. VENDOR shall retain all records pertinent to this Agreement in an accessible location and condition for a period of five (5) years from the date of final payment under this Agreement or until after the conclusion of any audit, whichever occurs last. If at the end of five (5) years, there is litigation pending involving those records or this Agreement, VENDOR shall retain the records until the resolution of such litigation. The State of California, including but not limited to the State Auditor, or any federal agency having an interest in the subject of this Agreement shall have the same rights conferred upon LAFPP hereunder. VENDOR shall provide such records at its own expense and at no cost to LAFPP, the State of California or any federal agency. VENDOR shall be responsible for any audit exceptions or disallowed costs incurred by VENDOR or any of its subcontractors.

3.5 Status Reporting. VENDOR shall provide weekly status reports and any requested status reports request by the LAFPP Project Manager, as required in the LAFPP RFP.

Section 4

OBLIGATIONS OF LAFPP

In addition to obligations otherwise set forth in this Agreement, LAFPP shall perform the obligations detailed in this Section 4 .

4.1 Testing of System; Notification of Defects. LAFPP shall use reasonable efforts to allow LAFPP Personnel to: (1) attend tests of the System, or tests of particular Phases of the System; (2) inspect all portions of the Licensed Programs installed on the Equipment and review and evaluate the Documentation; and (3) give VENDOR prompt notice of any Defects that LAFPP believes may exist on the basis of any test or other inspection required hereunder.

4.2 Availability of LAFPP Equipment, Facilities, and Site Preparation. LAFPP shall furnish and make available such LAFPP Equipment and LAFPP Facilities as required for installation, operation, and maintenance of the System and take such action as may be necessary to ensure that all LAFPP Facilities and LAFPP Equipment required for operation of the System or particular Phases of the System are completed and operable in accordance with the LAFPP RFP and VENDOR’s proposal prior to the date scheduled for delivery of the System to the LAFPP Premises. VENDOR acknowledges that it has reviewed the current LAFPP LAN components outlined in the LAFPP RFP and VENDOR confirms its adequacy for required System operation, with the addition of LAN components specified by VENDOR and included in the VENDOR Proposal. Prior to commencing installation, VENDOR shall inspect the LAFPP facilities and LAN to ensure its adequacy for complete System operation. Any deficiencies must be identified by VENDOR to LAFPP in writing prior to commencing installation. Should subsequent modifications be required of LAFPP due to incomplete or inaccurate specifications from VENDOR, VENDOR shall bear the cost of such modifications at no charge to LAFPP.

LAFPP and VENDOR shall work together to develop a final plan for the LAN. Such plan for the LAN will be prepared and distributed for comment, review and approval no later than sixty

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(60) calendar days after the Project Start Date. LAFPP will respond with its approval or disapproval of the LAN plan within thirty (30) days after receipt thereof from VENDOR. Notwithstanding any provision in this Agreement to the contrary, VENDOR shall be deemed to have accepted the site preparation for each phase of installation as being in full compliance with the site specifications upon commencement of installation of equipment or software for each such phase.

4.3 Access to Premises. LAFPP shall grant to VENDOR such reasonable access to LAFPP Premises, all parts of the System situated thereon, and all LAFPP Facilities and LAFPP Equipment as may reasonably be necessary or appropriate for VENDOR to perform its obligations under this Agreement. VENDOR shall abide by LAFPP's security and administrative policies while on LAFPP Premises. After-hours access shall be provided to VENDOR upon specific written approval by LAFPP of requests transmitted by VENDOR prior to the need for such access.

Section 5

VENDOR'S PERSONNEL AND SUBCONTRACTORS

5.1 VENDOR Personnel. VENDOR shall make available, on a timely basis, and maintain for all services provided hereunder, all qualified managerial, technical and clerical personnel necessary to fulfill its obligations hereunder as set forth in LAFPP RFP “Key Personnel” assigned to perform services hereunder are identified in A ttach m ent F of this Agreement. At a minimum, key personnel to be identified shall include the Project Manager, the lead analyst or Deputy Project Manager, and at least one (1) additional senior full-time staff members. For all key personnel being proposed to LAFPP, VENDOR must identify all other projects/procurements for which the same staff members are being proposed. Further, VENDOR must describe its approach for resolving the situation wherein it is awarded multiple projects (including LAFPP’s) for which the same staff members were proposed. VENDOR must also provide a list of all its active retirement projects (development and implementation) that are ongoing at the time the proposal is submitted to LAFPP and describe its approach for supporting this project in view of those prior commitments.

5.2 Changes in VENDOR Personnel. VENDOR shall make available all Key Personnel, as defined in this Section 5 , beginning at the Project Start Date and continuing through the date the Certificate of Completion for the entire System is signed by the parties. VENDOR shall pay to LAFPP a penalty of $10,000 should it remove from the project any of the three (3) key staff members identified above or any other staff member who was more than 50% dedicated to LAFPP’s project, except in the case of serious illness, death or termination of employment with VENDOR. This penalty will be paid to LAFPP no later than five business days after the last day that the staff member in question works on the project. No penalty will be assessed if the change in staff is requested by LAFPP or for grounds presented by VENDOR and accepted by LAFPP. Any replacement and/or disapproval by LAFPP of a requested change of Key Personnel shall not constitute an Event of Force Majeure as defined in Section 18.1 or any LAFPP-caused delay.

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5.3 Control of VENDOR Personnel. VENDOR shall be fully responsible for the management, compensation and performance of all its employees. VENDOR or VENDOR’s assigned personnel shall not be entitled to any benefits payable to employees of LAFPP. LAFPP is not required to make any deductions or withholdings from the compensation payable to VENDOR under the provisions of this Agreement. VENDOR shall be solely responsible for payment of wages, benefits and other compensation, compliance with all occupational safety, welfare and civil rights laws, tax withholding and payment of employee taxes, whether federal, state or local, and compliance with any and all other laws regulating employment. VENDOR hereby indemnifies and holds LAFPP harmless from any and all claims that may be made against LAFPP based upon any contention by anyone that an employer-employee relationship exists by reason of this Agreement or the performance thereof. Notwithstanding the foregoing, VENDOR's employees shall adhere to LAFPP's policies and procedures while on LAFPP's Premises, and shall behave and perform in a workmanlike, professional manner. LAFPP may, in its sole discretion, require VENDOR to replace any VENDOR employee, including but not limited to Key Personnel, working hereunder who does not adhere, behave and perform consistent with LAFPP's policies and procedures, or otherwise engages in unprofessional or unethical conduct, or with whom there is an irresolvable personality conflict, or abuses any illegal substance or alcohol, or engages in illegal activities, by written notice to VENDOR of the requirement of replacement. VENDOR will use best efforts to promptly and expeditiously replace Key Personnel and replace all other personnel within ten (10) business days of receipt of the written notice unless otherwise mutually agreed. Such replacement shall not constitute an Event of Force Majeure as defined in Section 18.1 or a LAFPP-caused delay under Section 8.3 hereof.

As an independent contractor and not an employee of LAFPP, neither the VENDOR nor VENDOR’s assigned personnel is authorized to act on behalf of LAFPP in any capacity whatsoever as agent, nor to bind LAFPP to any obligation whatsoever.

5.4 Subcontractors. VENDOR shall not use any subcontractors for the performance of VENDOR's obligations hereunder unless prior written consent is obtained from LAFPP. At the date this Agreement is executed, LAFPP specifically approves of the use of the following subcontractor(s) identified in VENDOR Proposal § solely for provision of the respective Subcontracted Services identified in VENDOR Proposal § .

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Additional subcontractors are subject to prior written approval by LAFPP. VENDOR shall be fully responsible for the management, compensation and performance of its subcontractors. Further, the subcontractor’s personnel shall be subject to the same requirements set forth in Section 5.3 above with respect to adherence to LAFPP's policies and procedures, and LAFPP's ability to require replacement of subcontractor personnel. Notwithstanding anything to the contrary in this Agreement, LAFPP does not approve of any subcontractor unless and until LAFPP receives the copy of the contract therefore, and LAFPP reserves the right to disapprove of such a contract and hence, the proposed subcontractor, only to the extent that the contract does not contain the provisions required by this Agreement. LAFPP shall approve or disapprove a proposed subcontractor within ten (10) business days of its receipt of the contract between

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VENDOR and the proposed subcontractor. VENDOR shall be fully responsible for the acts and omissions of any subcontractor as it relates to this Agreement, including but not limited to, any breach of this Agreement by subcontractor. LAFPP shall use reasonable efforts to cooperate with VENDOR and any subcontractor appointed under this Section.

5.5 Confidentiality. VENDOR warrants that it has, or will have before the applicable person or entity performs services, enforceable written agreements with all of its employees and subcontractors who perform hereunder which obligate each person that performs services under this Agreement, upon terms and conditions no less restrictive than contained in this Agreement, not to use or disclose any proprietary rights or information licensed or acquired during the course of performance hereunder, including, without limitation any proprietary information of LAFPP as set forth in Section 16.5 hereof. For those employees and subcontractors who create protectible work product hereunder, VENDOR warrants that it has written agreements with such employees and subcontractors assigning to VENDOR ownership of all patents, copyrights and other proprietary rights created in the course of performance hereunder; provided, however, that such assignment may be to a subcontractor if the subcontractor’s employees create protectible work product to belong to the subcontractor as the work product constitutes a derivative work of work product already owned by the subcontractor. In this case, written agreements are warranted by VENDOR to be in place to grant ownership to the subcontractor and to grant a perpetual license to use such work product to LAFPP. Notwithstanding the foregoing, VENDOR shall have agreements required under this Section 5.5 with subcontractors prior to sixty (60) days after the date of this Agreement.

Section 6

LAFPP PAYMENTS TO VENDOR

6.1 Payment Type. LAFPP and VENDOR shall recognize four (4) types of payments for this Agreement. The four payment types include:

a. Payments for System License FeesThese payments are one-time, fixed license fees as outlined in Attach m ent B .

b. Payments for Customization ServicesThese payments are for VENDOR services to customize, implement, and warrant the Base Program and its interfaces. The payments cover the fixed price costs of implementation services as outlined in Attach m ent B .

c. Payments for Third-Party Hardware and Third-Party SoftwareThese payments are for Third-Party Equipment and Third-Party Software, as listed in Attach m ent B , to be purchased by VENDOR on behalf of and for LAFPP. These costs include all shipping, delivery and shipping related insurance expenses and applicable taxes.

d. Payments for Maintenance and Support ServicesThese payments are for Maintenance and Support Services (as defined in Section 12.1) as listed in Attach m ent B .

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The deliverables-based payment schedule is presented in Attach m ent B . The schedule includes estimated invoice dates that are subject to Completion and Acceptance by LAFPP of the related deliverable.

6.2 Payments for System License Fees. In consideration of the undertakings of VENDOR, the grants of license herein, and the implementation of the System, the total license fee for Licensed Programs shall be invoiced by VENDOR according to the schedule in Attach m ent B except that the actual dates for these and all invoices will be directly related to LAFPP's approval of related deliverables, as set forth herein.

6.3 Payments for Customization Service and Deliverables. Customization services will be provided by VENDOR as outlined in the VENDOR Proposal to support all base LAFPP RFP requirements determined during Requirements Definition Design sessions, and for all options chosen by LAFPP as noted in Attach m ent G . The price and services listed in Attac hm ent B can be categorized into ( ) divisions of work to support payments. These divisions of work (“Major Statements of Work”) in this Agreement are: (1) Phase 1: , (2) Phase 2: , (3) Phase 3: , . [PHASES OF THE PROJECT ARE TO BE LISTED HERE.]

6.4 Payments for Third Party Equipment and Third Party Software. LAFPP shall remit payments to VENDOR for all Third Party Equipment and Third Party Software upon delivery and installation as defined in Section 7 of this Agreement. VENDOR shall invoice LAFPP for the costs of Third Party Equipment and Third Party Software as outlined in Attach m ent B . The fees paid by LAFPP for Third Party Equipment and Third Party Software to VENDOR shall not exceed the fixed price amount specified in the chart in Attac hm ent B , unless pre-approved in writing by LAFPP.

6.5 Payments for Maintenance and Support Services. LAFPP shall remit payments to VENDOR for all Maintenance and Support Services as outlined in Attach m ent B . The total periodic fees paid by LAFPP to VENDOR hereunder shall not exceed the listed amount specified in Attach m ent B unless pre-approved in writing by LAFPP.

6.6 Taxes. LAFPP is exempt from all taxes on services to be provided by VENDOR and its subcontractors, and therefore not liable for any such taxes levied on or by VENDOR in performance hereunder.

6.7 Delays. If VENDOR shall fail in a timely manner to perform and complete all its obligations related to the installation of the System or any Phase or component thereof, and such delay is not caused by LAFPP’s acts or failure to act, LAFPP shall be entitled to take either of the following actions: (i) If the delay continues for more than eighty (80) days on an aggregate delay basis for the entire project after LAFPP gives notice of such delay to VENDOR, then VENDOR shall reimburse LAFPP for all reasonable costs and expenses (including reasonable personnel expenses) incurred by LAFPP as result of such delay; provided, however, that VENDOR shall not be liable for any cost or expense attributable to: (1) errors or omissions of the effected party; or (2) a delay agreed by the parties to be reasonable; or (ii) LAFPP may terminate this Agreement upon written notice to VENDOR. Upon termination LAFPP shall have the following options: 1) VENDOR shall refund to LAFPP all fees paid by LAFPP to VENDOR

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under this Agreement and LAFPP shall return those potions of the System obtained from VENDOR, or 2) VENDOR and LAFPP shall mutually agree to closing fees for services rendered and completed through the date of termination and LAFPP shall retain the System.

6.8 Additional Licenses. LAFPP shall pay no additional license fees to VENDOR beyond the initial license fee identified in Attach m ent B . LAFPP is responsible for any additional costs in licensing Third Party Software beyond those noted in the VENDOR Proposal and/or subsequently modified by Attachments to this Agreement.

6.9 Fee Withholding. For all fees and approved invoices identified in this Section 6 , LAFPP shall remit payment less twenty percent (20%) in accordance with the policies and procedures of LAFPP and as set forth in the LAFPP RFP §D-9 Invoicing, Payments, Holdbacks, and Tracking Thereof. The cumulative twenty percent (20%) amounts not remitted by LAFPP shall be paid by LAFPP upon Completion of the entire System in accordance with Attach m ent B .

Section 7

SYSTEM DELIVERY

7.1 Delivery; Expenses for Same; Risk of Loss; Purchase Orders. Delivery of the LAFPP Equipment to LAFPP Premises shall be at LAFPP’s expense, while delivery of all other components of the System, including the Third Party Equipment shall be at VENDOR's expense. VENDOR will arrange for delivery of the Third Party Equipment to LAFPP Premises or other VENDOR facility, as appropriate, on or before the date(s) set forth for each particular Phase of the System stated in the detailed Implementation Workplan. Each party shall be responsible for risk of loss, and damage to, any component of the System in its possession. For components of the System ordered by VENDOR, VENDOR shall bear the risk of loss until such component has reached, been received and accepted by LAFPP in writing, and LAFPP shall only assume risk of loss for components delivered to LAFPP Premises that have been received and accepted by LAFPP in writing. LAFPP reserves the right to reject any Third Party Equipment in the event such Third Party Equipment does not meet the System Specifications, or, at the time of receipt, is no longer manufactured or supported by the third party manufacturer. The terms and conditions of any purchase order hereunder shall be null and void except to the extent that it identifies the items shipped and the destination therefore.

7.2 Dates of Delivery and Installation. VENDOR may request from LAFPP its consent to extend the delivery and installation dates for a particular Phase of the System later than those specified in the detailed Implementation Workplan, by written request to LAFPP at least fourteen(14) calendar days prior to the delivery or installation date(s) specified in the detailed Implementation Workplan. LAFPP shall not unreasonably withhold said consent. If LAFPP reasonably determines that LAFPP will be unable to prepare LAFPP Facilities or install LAFPP Equipment prior to the scheduled date for installation of the System, absent an Event of Force Majeure as set forth in Section 18.1 hereof, LAFPP shall so notify VENDOR as soon as LAFPP becomes aware of such delay. In view of any such delay, the parties shall work together to promptly remedy such delay, and if any such delay causes a change to the Implementation Workplan the parties shall comply with Section 8 .

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Section 8

INSTALLATION AND TESTING; ACCEPTANCE

8.1 Installation. In general, VENDOR will install the Licensed Programs in accordance with the Implementation Workplan, the first version of which is set forth in VENDOR Proposal § , and according to the System Specifications set forth in VENDOR Proposal § , (the "Implementation Workplan"). Upon delivery of each Phase of the System, VENDOR shall, in accordance with the Implementation Workplan: (a) cause the System, excluding the Licensed Programs, to be installed and tested; (b) install the Licensed Programs on the System and LAFPP Equipment; (c) internally test the System and Licensed Programs to validate operation of the System and the Licensed Programs; and (d) demonstrate to LAFPP that each component of the System, including but not limited to the Licensed Programs and the Interfaces, are each operational and perform substantially in accordance with the Implementation Workplan, the Licensed Programs documentation, the documentation for the Interfaces, other documentation originating from VENDOR and relating to test plans, System Specifications, and the Installation Test Specifications set forth in the VENDOR Proposal § . After meeting these requirements for a Phase, VENDOR shall then issue a signed, written Certificate of Installation for the Phase to LAFPP.

8.2 Implementation Workplan. Within sixty (60) days of the Project Start Date, VENDOR and LAFPP will prepare a detailed Implementation Workplan from the preliminary Implementation Workplan set forth in VENDOR Proposal § . The detailed Implementation Workplan shall include a description of the tasks to be performed, the party responsible, an estimate of the work effort required to perform each task, together with scheduled start and completion dates, the milestone events and interdependent milestone events, the "Critical Path Milestones" and the common event and completion date for such Critical Path Milestones, identification of all interdependent activities, and a completion date for each Phase ofthe project. VENDOR Proposal §

contains the first version of the Implementation

Workplan. There may be a separate Implementation Workplan for each Phase. When LAFPP and VENDOR have reached agreement as to any detailed Implementation Workplan, it will be executed by both LAFPP and VENDOR and be deemed a part of this Agreement. Changes to an Implementation Workplan must be made in writing and signed by both the Executive Director and an authorized officer for VENDOR. VENDOR will not perform work beyond the scope of work outlined and agreed upon in the Implementation Workplan without LAFPP's prior written authorization except for work VENDOR performs “at risk”, which is not compensated for by LAFPP unless and until subsequently approved in writing by LAFPP. The Implementation Fees specified in the chart in Attach m ent B are contingent upon the following assumptions: (a) The scope of the tasks performed by VENDOR will not substantially go beyond those stated in the initial version of an Implementation Workplan attached to this Agreement; (b) the parties shall use cooperative efforts to complete their respective tasks under each Implementation Workplan; and(c) LAFPP's Project Manager, identified in Section 21.4(c ) , will have overall project authority, working closely with the assigned VENDOR Project Manager, identified in Section 21.4(c) , who will provide project management and technical direction. Decisions which may affect the scope of the project or delay completion will be discussed with the LAFPP Project Manager and the VENDOR Project Manager. VENDOR is responsible for updating and maintaining all

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Implementation Workplan(s) and for updating and maintaining the System Specifications throughout the implementation process.

8.3 LAFPP-Caused Delays. VENDOR acknowledges that LAFPP may not be able to meet the time frames specified in an Implementation Workplan or that LAFPP may determine that it is necessary to delay and/or modify the timing and sequencing of the implementation as provided in an Implementation Workplan. While LAFPP is committed to the project and will use reasonable efforts to provide staff and resources necessary to satisfy all such time frames, LAFPP shall not be held responsible or deemed in default for any delays in System implementation provided LAFPP uses its reasonable efforts to accomplish its designated responsibilities and obligations as set forth in the applicable Implementation Workplan. In addition, LAFPP may, at its option, delay implementation and installation of the System, or any part thereof LAFPP agrees to adjust the applicable Implementation Workplan and Critical Path Milestones deadlines to take into account any LAFPP-caused delays; provided, however, that VENDOR shall continue to perform any and all activities not affected by such LAFPP-caused delay. In the event LAFPP's adjustment to an Implementation Workplan causes VENDOR scheduling conflicts or personnel unavailability, LAFPP and VENDOR shall prepare a revised mutually agreeable Implementation Workplan which may delay the commencement and completion dates of the project and shall take into consideration the readjusted time frames and any necessary resequencing of the activities. Such readjustment, rescheduling or modification of the Project shall be at no additional cost to LAFPP.

8.4 Critical Path Milestones. If VENDOR fails or has failed to meet a Critical Path Milestone due solely to a failure of VENDOR, then, in addition to other rights and remedies provided to LAFPP herein, including, without limitation, the right to terminate this Agreement as defined in Section 20.3 , VENDOR shall, at no additional cost to LAFPP, provide LAFPP with as many additional and appropriate VENDOR personnel as may be required or necessary to meet the Critical Path Milestones, or, if VENDOR has already failed to meet one or more Critical Path Milestones, complete the Critical Path Milestones within a readjusted time frame agreed upon by LAFPP and VENDOR. If LAFPP does not terminate this Agreement, then LAFPP shall still be entitled to any other remedy available to LAFPP for such failure.

8.5 Acceptance Testing by LAFPP Following Installation. After VENDOR issues a Certificate of Installation for a particular Phase of the System, LAFPP shall, with full cooperation and assistance from VENDOR, conduct all such inspections and tests of the Phase as LAFPP may deem necessary or appropriate to determine whether any Defects exist in the Phase as installed and whether the Phase as installed materially complies with all of the Installation Test Specifications and Phase specifications as set forth in the System Specifications and detailed Implementation Workplan. Such test shall be over a duration mutually agreed upon by LAFPP and VENDOR within limits of a minimum period of twenty (20) days and a maximum of sixty (60) days, per Phase, from the date a Certificate of Installation is issued, and extendible thereafter as set forth herein (the “Acceptance Period”).Notwithstanding anything contained in this Section 8 . 5 , VENDOR shall comply with all the acceptance testing requirements contained in Workbook 8 of the RFP. The LAFPP specified Live Date for the application Phase and/or System shall be

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specified on the Certificate of Acceptance. VENDOR shall correct any Defects that LAFPP deems material during the Acceptance Period. LAFPP shall be deemed to have accepted and approved the particular Phase or System only upon LAFPP's delivery to VENDOR of a signed, written Certificate of Acceptance indicating that LAFPP is satisfied and that the Phase, as completed, materially performs in accordance with the System Specifications. If at the end of the Acceptance Period, LAFPP has not issued a signed Certificate of Acceptance to VENDOR for that Phase, LAFPP may, in its sole discretion, extend the Acceptance Period, or terminate this Agreement; provided, however, that LAFPP will respond within a reasonable time after receipt of a written request by VENDOR issued after the end of the Acceptance Period to provide VENDOR with LAFPP's status of approval or disapproval for that Phase. The Certificate of Acceptance shall not be unreasonably withheld by LAFPP. If a Certificate of Acceptance for a Phase is signed and delivered by LAFPP, VENDOR shall sign said Certificate, with both parties receiving a copy thereof. "Acceptance" of a Phase shall be deemed to occur upon receipt by LAFPP of the original Certificate signed by authorized signatories of both LAFPP and VENDOR. The parties acknowledge that Defects may exist at the time of a Live Date, or shortly thereafter, and therefore, the Phase and System are not deemed "completed" until a Certificate of Completion has been issued in accordance with Section 8. 6 hereof. Acceptance of the System will occur when a Certificate of Completion for every Phase has been executed by authorized signatories of both VENDOR and LAFPP and delivered to VENDOR by LAFPP.

VENDOR shall include desired acceptance points on its updated project chart to be presented to LAFPP within sixty (60) days after the Project Start Date. If LAFPP elects to terminate the Agreement under this Section 8. 5 , then LAFPP shall be entitled to remedies as defined in S ection 20.4 , LAFPP Rights and Remedies.

8.6 Completion. For a period of sixty (60) days after the Live Date for a particular Phase or the System specified in a Certificate of Acceptance or until a Certificate of Completion has been issued, LAFPP shall promptly provide VENDOR with written notice of any Defect in the Phase or the entire System. VENDOR shall correct all such Defects, demonstrate to LAFPP that correction of such Defects has been made, and after so demonstrating correction, shall issue to LAFPP a written Certificate of Completion indicating that either (i) no Defects are known to exist in the Phase and/or System; or (ii) if LAFPP is willing to accept the Phase and/or System with some of the known Defects still in existence, VENDOR shall fix the remaining Defects during the Warranty Period. VENDOR agrees that it shall be responsible for timely resolution of Defects remaining after the Warranty Period but reported by LAFPP to VENDOR within the Warranty Period. If within sixty (60) days after executing a Certificate of Acceptance a Certificate of Completion is not received or in the case of Defects that cannot be cured within such sixty (60) days, VENDOR has not promptly commenced curing the Defect and does not thereafter proceed with due diligence to cure the Defect within sixty (60) days thereafter, VENDOR shall be deemed to have breached this Agreement, with such breach subject to the provisions of Section 2 0 hereof, and LAFPP may, in its sole discretion, have the right to terminate this Agreement and/or any license granted or service rendered hereunder without obligation, despite any provision to the contrary herein to pay further amounts to VENDOR. If the Agreement is terminated as a result of such breach, then LAFPP shall be entitled to remedies as defined in Section 20. 4 . Completion of a Phase shall not occur until a Certificate of Completion for the Phase is executed by authorized signatories of both VENDOR and LAFPP and said signed Certificate is delivered to VENDOR by LAFPP. Completion of the System shall not occur until a Certificate of Completion for the

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System is executed by authorized signatories of both VENDOR and LAFPP and said signed Certificate is delivered to VENDOR by LAFPP. The timing of Installation, Acceptance, and Completion shall be as set forth on Attach m ent J .

Section 9

CUSTOM PROGRAMMING

9.1 Customizations. To meet the requirements of System Specifications, the parties acknowledge that the Licensed Programs must be modified and/or additional software must be written. VENDOR agrees to develop all Customizations prior to installation of each Phase of the System and in accordance with the Implementation Workplan.

9.2 Change Orders. If, prior to the date of any Certificate of Completion, changes are required to the System Specifications that are outside the scope of the original System Specifications, the parties shall follow the Change Order Procedures set forth in VENDOR Proposal § and LAFPP RFP. So long as the parties have provided written agreement as to the Change Order, VENDOR agrees to perform the work necessary to satisfy the Change Order per a mutually agree-upon schedule, and LAFPP agrees to pay VENDOR the agreed upon additional fees required for such work, if any, in accordance with Attach m ent B , and acknowledges that the additional fees, if any, may be above the fixed price amount referred to in Attach m ent B .

9.3 Ownership. VENDOR agrees that LAFPP owns all right, title and interest in all computer programs, specifications, operating instructions, notes and all other documentation conceived or first reduced to practice by VENDOR and all subcontractors, alone or with others, in performance of VENDOR's obligation hereunder, (collectively the “Work Product”). Work Product shall not include the Base Programs and Third Party Software. VENDOR will, during the term of this Agreement and thereafter, execute all papers and do all things deemed necessary by LAFPP to insure that LAFPP obtains full right, title and interest in and to such Work Product. LAFPP hereby grants VENDOR a non-exclusive, non-transferable right to use the Work Product during the term of this Agreement and solely for the purpose of VENDOR fulfilling its obligations hereunder. All Work Product is owned by LAFPP and shall be delivered to LAFPP or otherwise disposed of by VENDOR only as directed by LAFPP. Upon termination of this Agreement or upon request by LAFPP, VENDOR shall provide LAFPP with all copies of such Work Product, purge all of its computer systems of all such Work Product, and certify in writing within ten (10) days that all such copies have been provided to LAFPP and purged from its computer systems. VENDOR agrees that if any Work Product is copyrightable, it shall be deemed to be a “work made for hire” as such term is defined in the Copyright Laws of the United States. If, for any reason, any such copyrightable work is excluded from the definition of “work made for hire”, VENDOR hereby assigns and conveys to LAFPP the entire right, title and interest in and to such work. VENDOR shall cooperate with LAFPP or its designees and to execute documents of assignment, declarations and other documents which may be prepared by LAFPP, and take other necessary actions as reasonably directed by LAFPP to effect the foregoing or to perfect, protect or enforce any proprietary rights resulting from or related to this Agreement. This Section 9.3 shall survive termination of this Agreement.

Section 10

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INTERFACES

10.1 Interfaces. VENDOR shall provide to and install for the cost specified in Attach m ent B of this Agreement, any and all Interfaces in accordance with the quantity noted, and, to the degree currently identifiable, the Interface Requirements set forth in LAFPP RFP, and in accordance with the terms and time frames provided in the Implementation Workplan. In the event VENDOR must program or develop an Interface, such Interface development or programming shall be considered Customizations as defined herein.

10.2 Modification of Interfaces. If an Interface problem occurs with Licensed Programs, software provided by third parties, an Enhancement or other system enhancement or modification or if a modification to the Interfaces is required, VENDOR agrees that it will cooperate with the third parties and/or other system vendors and/or modify the Interfaces as necessary to meet the requirements of the Interface warranties set forth in Section 14. 7 . Prior to Acceptance of the Interfaces, the resolution of such Interface problems and the development and/or installation of such Interface modifications shall be completed, at no additional cost to LAFPP, unless such modification materially alters the Interface Specifications. As used in this Section 1 0 , "Acceptance of the Interfaces" occurs concurrently with Acceptance of the Phase, as defined in Section 8 . That includes the provision of the Interfaces, provided, however, that the requirements for the Interfaces set forth in this S ection 10 are met.

10.3 Interface Specifications and Documentation. Prior to Acceptance of the Interfaces, VENDOR shall provide to LAFPP documentation including, without limitation, record layouts and specifications for each and every Interface (both Standard Interfaces and Custom Programmed Interfaces) obtained by LAFPP from VENDOR pursuant to this Agreement, and based on the Interface Specifications developed by LAFPP and VENDOR after the Project Start Date and/or listed in an exhibit hereto, as applicable (the “Interface Documentation”). LAFPP's receipt of such Interface Documentation is a condition of Acceptance of the Interfaces.

Section 11

WARRANTY PERIOD SERVICES

In addition to the obligations set forth in this Agreement, VENDOR shall perform the obligations detailed in this Section 11 during the Warranty Period.

11.1 VENDOR shall maintain a trained staff capable of rendering the services set forth in this Agreement.

11.2 VENDOR shall provide and be responsible for using all reasonable diligence and diagnostic assistance to correct Defects as set forth in Sections 14.5 and 14.6 of the Agreement at no additional charge to LAFPP.

Section 12

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MAINTENANCE AND SUPPORT SERVICES

12.1 During the Agreement Term, VENDOR shall render the maintenance and supportservices set forth in VENDOR Proposal §§

(the "Maintenance and Support

Services"), subject to the compensation fixed for the Maintenance and Support Services set forth in Attach m ent B . VENDOR shall provide post-implementation support for the System for renewable year periods beginning at the end of the Warranty Period at the annual cost set forth in Attach m ent B .

12.1.1 Infrastructure Management. VENDOR shall manage the assets required to run the System in the production environment.

12.2 The post-warranty Maintenance and Support Services may be terminated if mutually otherwise agreed to by the parties, with appropriate financial adjustments.

12.3 If any Maintenance and Support Services are terminated, VENDOR shall cooperate with LAFPP to transition responsibility for the Maintenance and Support Services from VENDOR to LAFPP.

12.4 For Maintenance and Support Services, LAFPP shall pay VENDOR the Maintenance and Support Fees set forth in Attach m ent B .

Section 13

ADDITIONAL SUPPORT, FEES, AND CHARGES

13.1 The parties acknowledge that LAFPP is not obligated to reimburse VENDOR for expenses (i.e., transportation, lodging, meals, per diem, etc.) for additional services requested hereunder and that all such expenses are contained within the hourly rates noted by VENDOR in the proposal, subject to modification by mutual agreement for special circumstances.

13.2 Unless otherwise stated herein or in the LAFPP RFP, VENDOR shall invoice LAFPP for all fees and charges related to a deliverable after LAFPP acknowledges it as completed. LAFPP shall pay the undisputed invoice amount in accordance with the policies and procedures of LAFPP.

13.3 Subject to the conditions noted in the LAFPP RFP, the time and materials rates may be adjusted by VENDOR upon written notice to LAFPP. No other fees shall be adjusted unless pre-approved in writing by LAFPP. No adjustment in any time and materials rate shall be made during the first thirty-six (36) months of the term of this Agreement. Adjustments made to time and materials rates thereafter shall be made no more frequently than once per twelve (12) months period and shall not exceed more than five percent (5%) of the previous time and materials rates.

13.4 Subject to space availability, LAFPP may enroll its employees in VENDOR's training classes, held at VENDOR's facility for regular or advanced training at VENDOR's published

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rates therefore. This provision in no way impacts the training to be provided by VENDOR in accordance with Section 15 hereof and requirements noted in the LAFPP RFP.

13.5 If VENDOR publishes a newsletter designed to keep its customers generally informed about the use and operation of Licensed Programs, features of new Releases and Enhancements, and current additional support offerings, VENDOR shall provide LAFPP with one(1) subscription of the newsletter without charge and make additional copies available for a reasonable charge.

13.6 VENDOR shall consider and evaluate the development of Enhancements for the specific use of LAFPP and shall respond to LAFPP's requests for additional services pertaining to the Licensed Programs (including, without limitation, data-conversion, changes in the law, and report-formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by VENDOR and LAFPP and in accordance with the rates specified in the cost proposal submitted to LAFPP by VENDOR and subsequent clarifying documentation.

13.7 VENDOR will consider and support shared costs of the development of Enhancements to the Licensed Programs. If federal or state law requires changes to the Licensed Programs, and the cost of the Enhancement can be shared with other customers of VENDOR, VENDOR will notify and support LAFPP to implement the Enhancement at a reduced (shared) cost. VENDOR will consider and support shared costs of any applicable Enhancements to the Licensed Programs. The cost of providing such Enhancements must be mutually agreed to by VENDOR and LAFPP.

13.8 Included as Attach m ent H is a list of “Enhanced Capabilities” to the Licensed Programs previously performed by VENDOR for other VENDOR customers. LAFPP will have the option of including any of the said “Enhanced Capabilities” in its new System for the cost identified in Attach m ent H as “Purchase Cost”, plus mutually agreed-to customization fees required to integrate the selected customizations into the new System, provided, however, LAFPP will not be required to pay any customization fees or the identified cost if the required functionality is listed in the VENDOR Proposal or the LAFPP RFP.

Section 14

LIMITED WARRANTY; LIMITATION OF REMEDIES

14.1 Limited Warranty of Conformity to Specifications. During the Warranty Period as set forth herein and so long as LAFPP engages VENDOR for supplemental maintenance of the System, VENDOR represents and warrants, solely for the benefit of LAFPP, that the System will operate in substantial conformity with the System Specifications and that VENDOR, at its own expense, upon receipt of written notice from LAFPP, shall, subject to the provisions of this Section 14 , make all corrections and modifications necessary to the System and each component or portion thereof so that the System will so operate. During the Warranty Period and for so long as LAFPP procures support and maintenance for the Licensed Programs, VENDOR represents and warrants, solely for the benefit of LAFPP, that the supported Licensed Programs will operate in substantial conformity with the applicable documentation and that VENDOR, at its own

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expense, upon receipt of written notice by LAFPP or any other user of the Licensed Programs, shall make all corrections and modifications necessary to the applicable Licensed Programs so that the Licensed Programs will so operate.

14.2 Warranty of Right to License; Noninfringement. VENDOR represents and warrants that it is owner or licensee of the System, and that it has the right to convey the licenses set forth in Section 2 hereof, and that LAFPP's use of such System and any portion thereof does not infringe or misappropriate any third party rights, including but not limited to copyright, trade secret, trademark, or other proprietary right. VENDOR further represents and warrants that, as of the date of this Agreement, there is no action, suit, claim, investigation or proceeding pending, or to the best of VENDOR's knowledge, threatened against, by or affecting VENDOR or the Licensed Programs in any court, or by or before any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind which, if adversely determined, might adversely affect, in a material manner, the Licensed Programs, LAFPP's use of the Licensed Programs or the System, or restrict VENDOR's ability to consummate the transactions contemplated hereby or continue in its obligations hereunder. VENDOR knows of no basis for any such action, suit, claim, investigation or proceeding.

14.3 Internet Service Warranty. VENDOR represents and warrants that all applications or services made available to LAFPP over the Internet or any other network not under the control of LAFPP shall adhere to the Internet Service Level Terms.

14.4 Warranty Service Terms. Warranty service shall be performed within normal weekday business hours, with an average response time of two (2) hours, and not to exceed four(4) hours. VENDOR shall use its best efforts to perform all warranty services in a manner which minimally disrupts LAFPP's daily operation. VENDOR represents and warrants that it shall perform all services and provide the deliverables required by this Agreement in a timely, professional and workmanlike manner, and in accordance with industry practices and standards generally applicable; provided, however, that where this Agreement specifies a particular standard or criteria for performance, this warranty is not intended to and does not diminish that standard or criteria for performance.

14.5 Correction of Defects. VENDOR represents and warrants that it shall be responsible for using all reasonable diligence to correct verifiable and reproducible Defects when reported to VENDOR. LAFPP will notify VENDOR of the Defect; categorize the Defect as "Urgent" or "Non-Urgent"; as described below, and provide VENDOR with technical information about the Defect. An "Urgent" Defect is generally one which renders a portion of the System or the entire System unusable or severely impacts normal department processing. "Non-Urgent" Defects are generally minor or of a cosmetic nature and do not affect the use of the System or normal department processing. VENDOR represents and warrants that it shall initiate work in a diligent manner on an Urgent Defect within one (1) hour of LAFPP's report and request for assistance, 24 hours per day, 7 days per week, and provide LAFPP with a Defect Correction as soon as possible, but no later than within two (2) business days after LAFPP's report and request for assistance. VENDOR represents and warrants that it shall initiate work toward Defect Correction for a Non- Urgent Defect in a diligent manner from VENDOR's corporate offices or a local VENDOR office, either on a remote basis or on-site, as is most effective, efficient and practicable given the nature

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of the Non-Urgent Defect and promptly provide a Defect Correction for a Non-Urgent Defect in the normal course of business. VENDOR shall provide the Defect Correction for a Non-Urgent Defect by means of a "temporary fix" consisting of sufficient programming and operating instructions to implement the Defect Correction in a timely manner (typically within 5 working days depending on its relative priority to other Defects). VENDOR shall include the Defect Correction in all subsequent Releases of Licensed Programs. LAFPP will provide reasonable diagnostic assistance for all Defects, and VENDOR shall resolve the Defects at no additional charge to LAFPP.

14.6 VENDOR Obligations Under Warranty. During the Warranty Period, VENDOR shall utilize commercially reasonable efforts to correct or modify such portion of the System or Licensed Programs that contains a Defect that has been reported by LAFPP by notice to VENDOR during the Warranty Period.

14.7 Cooperation with Third Parties. VENDOR represents and warrants that VENDOR will fully cooperate with LAFPP and third party vendors to: (a) develop its portion of Interfaces necessary to allow information to pass from other systems and reporting entities to the System and from the System to other systems and reporting entities; and (b) to resolve any problems related to VENDOR's portion of such Interfaces. To the extent that VENDOR is able to provide such warranty, and to the extent that the integrity of the data sent by other systems is confirmed by such systems before it is sent to Licensed Programs, VENDOR further represents and warrants that it will maintain the operation of its portion of the Interfaces and maintain the integrity of the data that is transmitted from other systems and reporting entities to the System and from the System to the other systems and reporting entities.

14.8 System Performance. VENDOR represents and warrants that the System shall perform in accordance with the Performance Specifications set forth in the LAFPP RFP and VENDOR Proposal so long as: (a) the System is not used in excess of normal processing requirements, or (b) the nonperformance is not caused in whole by LAFPP's gross negligence or use of equipment which VENDOR indicates in writing as being improper. Unless the failure to meet Performance Specifications is for a reason described in (a) or (b) above, if the response time is higher than those required in the Performance Specifications, VENDOR shall acquire and transfer title to LAFPP for additional equipment that will bring the response time down to the time frame specified in the Performance Specifications at no additional charge to LAFPP. VENDOR shall provide, at no additional cost to LAFPP, any and all software, hardware, and support that may be necessary to maintain the System in accordance with the Performance Specifications.

14.9 Complete System. VENDOR represents and warrants that no additional software or equipment is required or necessary to operate Licensed Programs in accordance with the System Specifications and the Performance Specifications other than as is specified in this Agreement, including, without limitation, that the LAFPP LAN as represented in the LAFPP RFP is suitable and satisfactory.

14.10 Enhancement Warranty. VENDOR represents and warrants that any and all Enhancements, releases and upgrades of the Licensed Programs shall operate in accordance with published specifications therefore.

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14.11 Virus Protection. VENDOR represents and warrants that the Licensed Programs do not contain and the System will not receive from VENDOR's data transmission via modem or any other VENDOR medium any virus, worm, trap door, back door, time, clock, counter or other limiting routine, copy protection mechanism, dongle key, instruction or design that would erase data or programming or otherwise cause Licensed Programs on LAFPP's equipment to become inoperable or incapable of being used in the full manner for which it was designed and created (a "Disabling Code") including, without limitation, any such timers or other limiting routines that LAFPP may configure within the System and any limitations that are triggered by: (a) the Licensed Programs being used or copied a certain number of times, or after the lapse of a certain period of time; (b) the Licensed Programs being installed on or moved to a central processing unit or system that has serial number, model number or other identification different from the central processing unit or system on which Licensed Programs were originally installed; or (c) the occurrence or lapse of any similar triggering factor. VENDOR will assist LAFPP in developing and implementing policies, procedures, and programs, if required, to protect LAFPP's Equipment from the introduction of a Disabling Code. Notwithstanding anything contained herein to the contrary, in the event Disabling Codes are identified by VENDOR or LAFPP, VENDOR shall take all reasonable steps necessary, at no additional cost to LAFPP to: (a) restore any and all data lost by LAFPP as a result of such Disabling Code, to the extent that such recovery is technically feasible; (b) test a new copy of the Licensed Programs for the presence of Disabling Codes, furnish to LAFPP a new copy of the Licensed Programs without the presence of Disabling Codes, and install and implement such new copy of the Licensed Programs; and (c) reasonably compensate LAFPP for lost production time.

14.12 Third Party Equipment and Third Party Software Conformance and Warranty. VENDOR warrants that the Third Party Equipment and Third Party Software provided to LAFPP as a part of the System shall conform to the applicable specifications for the particular Third Party Equipment or Third Party Software, and to any representations made by VENDOR and attached hereto as an exhibit, and/or as represented by the applicable third party manufacturer of the Third Party Equipment or Third Party Software. VENDOR represents and warrants that the Third Party Equipment and Third Party Software delivered hereunder is covered by the applicable manufacturer’s warranty and that maintenance service is available to LAFPP from such manufacturer or its agent.

14.13 New Equipment. VENDOR represents and warrants that all Third Party Equipment and replacement or repair parts delivered to LAFPP hereunder shall be new, i.e., unused and not reconditioned or refurbished. To the extent that the passage of time, prior to the purchase of hardware of software, results in improved products being available for the same cost to VENDOR as the Third Party Equipment originally proposed by VENDOR, VENDOR shall provide the improved product to LAFPP at no additional charge.

14.14 Applicable Laws. Except as otherwise set forth herein, VENDOR will, when known by VENDOR, make LAFPP aware of changes to applicable federal and California, laws, statutes, rules and regulations that may impact the System. VENDOR will make changes to the System for compliance with federal and California laws, statutes, rules and regulations at no additional charge to LAFPP. Additionally, VENDOR will consider and support shared costs of Enhancements as outlined in Section 13.7 herein.

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14.15 Guaranteed Most Favorable Terms. VENDOR represents and warrants that all of the prices, terms, warranties, and benefits granted by VENDOR to LAFPP are comparable or better than those offered by VENDOR to other customers contracting under the same material terms and conditions. As used herein, material terms and conditions include those terms related to price and VENDOR's performance. In the event that VENDOR makes a general price reduction or makes generally available to other customers more favorable terms or conditions, such prices, terms, or conditions shall be made available to LAFPP upon the date the general price reduction or changes in terms and conditions becomes effective and the same shall be incorporated into this Agreement.

14.16 Date Compliance. VENDOR represents and warrants that the System is designed to be used prior to, during, and after any transition from one year to another, one century to another and one fiscal year to another forever and that the System will operate during each time period without error relating to date data or computations related thereto, specifically including any error relating to, or the product of, date data which represents or references different years, centuries, fiscal years or more than one year, century, or fiscal year. Without limiting the generality of the foregoing, VENDOR further represents and warrants that the System: (a) will not abnormally end or provide invalid or incorrect results as a result of date data, specifically including date data which represents or references different years, centuries and fiscal years or more than one year, century or fiscal year; (b) has been designed to ensure date compliance, including, but not limited to, date data century recognition, leap year recognition, fiscal year recognition calculations which accommodate the same century and multi-century formulas and date values, and date data interface values that reflect the century; and (c) includes “date compliance capabilities”. For purposes of this Agreement, “date compliance capabilities” means the System: (i) will manage and manipulate data involving dates, including single year, century, and fiscal year formulas and multi year, multi-century and multi fiscal year formulas, and will not cause an abnormally ending scenario within the application or generate incorrect values or invalid results involving such dates, and all data processing by product will include four digit format including all date sorting; (ii) provides that all date-related user interface functionalities and data fields include the indication of century; and (iii) provides that all date-related data interface functionalities include the indication of century.

14.17 Disclaimer; Limitation on Liability. Except for VENDOR's obligations regarding proprietary information, virus protection, non-infringement, and its indemnification obligations set forth in Secti o n 17 of this Agreement, in no event shall either party be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or any lost profits arising out of or otherwise relating to this Agreement or the use or performance of the System or any components thereof, however caused, even if the other party has been advised of the possibility or likelihood of such damages. In no event shall LAFPP's liabilities hereunder exceed the amount paid to VENDOR hereunder at the time of the claim.

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Section 15

TRAINING AND DOCUMENTATION

VENDOR will provide LAFPP, at no additional charge, with training and documentation as set forth in the System Training Course(s) as outlined in VENDOR Proposal § , LAFPP RFP, and as otherwise noted throughout the LAFPP RFP.

Section 16

LAFPP'S USE AND PROTECTION OF TRADE SECRETS

16.1 Acknowledgment of Proprietary Materials; Limitations on Use. LAFPP acknowledges that the Base Programs, and all associated intellectual property rights, are asserted by VENDOR to be the property of VENDOR and that VENDOR holds the copyright interests therein. LAFPP further acknowledges that the Source Code of the Base Programs is treated by VENDOR as secret and proprietary information of VENDOR of substantial value, and LAFPP shall treat such information so received in confidence and shall not use, copy, disclose, nor permit any LAFPP Personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this Agreement; provided, however, that should LAFPP and VENDOR be unable to reach an accord on an agreement for the continued maintenance of the System, such covenant shall not be interpreted to prohibit LAFPP from exercising the Source Code license for the Licensed Programs as provided in Section 19.2 and retaining reputable expert third-party entities to maintain the System and from disclosing to such entities such information as is necessary to allow them to maintain the System, so long as such maintenance entities shall undertake in writing to observe all applicable restrictions set forth in this Section 16 with respect to such information as may be so furnished to them by LAFPP, such entities agree in writing that VENDOR may enforce the terms and conditions of this Agreement as to confidentiality and license restrictions against such entities, and such entities are not a direct competitor of VENDOR. Nothing in this Section 16.1 shall preclude LAFPP from demonstrating the operation of the System to third parties.

16.2 Proprietary Legends. LAFPP shall not remove any copyright notice or other proprietary or restrictive notice or legend contained or included in any material provided by VENDOR, and LAFPP shall reproduce and copy all such information on all copies made hereunder, including such copies as may be necessary for archival or backup purposes; provided, however, that this does not include any obligation to reproduce any copyright notice or other restrictive notice or legend on any documents that are produced as a result of using the System.

16.3 Limitations on Confidentiality. The restrictions set forth in Section 16.1 through 16.3 respecting confidentiality of the Licensed Programs shall not apply to any portion of the Licensed Programs which: (a) is in or becomes part of the public domain without breach of this

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Agreement or violation of any applicable law; or (b) is required to be disclosed by LAFPP pursuant to any order or directive of a court or governmental agency of competent jurisdiction, provided LAFPP has furnished VENDOR prompt notice of such directive or order prior to disclosure.

16.5 Proprietary Information. The VENDOR acknowledges that while performing its obligations under this Agreement it may have access to trade secrets, confidential personnel and other information, or proprietary information owned or maintained by LAFPP, including but not limited to LAFPP's data, member personal data, processes, methods, knowledge, financial information, or other information relating to LAFPP's activities or operations (the "Proprietary Information"). VENDOR shall keep Proprietary Information confidential and, except as authorized by LAFPP in writing, VENDOR shall only use Proprietary Information to perform its obligations under this Agreement. Upon cessation of work or upon termination or expiration of this Agreement, or earlier upon LAFPP's request, VENDOR will return all documents, data and other materials in its control that contain or relate to the Proprietary Information to LAFPP and purge all Proprietary Information from VENDOR's computer systems. VENDOR shall only disclose the Proprietary Information to its employees or subcontractors that have a need to know the Proprietary Information to perform the obligations set forth in this Agreement, provided, however, that all the requirements of Section 5.5 are met. Proprietary Information does not include information that VENDOR can demonstrate by written documentation: (a) is rightfully known to VENDOR prior to negotiations leading to this Agreement; or (b) is independently developed by VENDOR without any reliance on any Proprietary Information; or (c) is or later becomes part of the public domain or is lawfully obtained by VENDOR from a third party without breach of this Agreement or any applicable law. LAFPP does not grant VENDOR any right or license in LAFPP's data or Proprietary Information under this Agreement except as expressly provided. The VENDOR acknowledges that the disclosure of Proprietary Information by the VENDOR will cause irreparable injury to LAFPP and/or its members that is not adequately compensable in monetary damages. Accordingly, LAFPP may seek and will be entitled to injunctive relief without any requirement to post bond or other security therefore in any court of competent jurisdiction for the breach or threatened breach of this S ection 16. 5 , in addition to any other remedies available in law or equity.

16.6 Survival of Terms. The provisions of this Section 16 shall survive termination of this Agreement for any reason.

Section 17

INDEMNIFICATION

17.1 Scope of Indemnification for Intellectual Property Rights Infringement. VENDOR agrees to defend, indemnify and hold harmless LAFPP, its agents, members, and employees from and against any claim, suit, demand, or action, whether actual or threatened, alleging that the System, Licensed Programs or any component thereof infringes or misappropriates a patent, copyright, trade secret, or any other proprietary right of any third party, and VENDOR shall indemnify LAFPP against all costs (including attorney fees and any court cost), expenses, and damages arising from any such claim, suit, demand, or action; provided, however, that: (a) LAFPP shall have given VENDOR prompt written notice of such claim, suit,

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demand, or action; (b) LAFPP shall reasonably cooperate with VENDOR in the defense and settlement thereof; and (c) VENDOR shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. VENDOR shall reimburse LAFPP for its reasonable costs and expenses, including, without limitation, attorneys' fees for such cooperation. LAFPP shall have the option to participate in the defense and settlement of such claim, suit, demand, or action with its own attorneys. VENDOR shall not settle any such claim, suit, demand, or action in any manner that detrimentally affects LAFPP without first obtaining LAFPP's written consent.

17.2 LAFPP Remedy Upon Injunction of System Use. If a temporary or a final injunction is obtained against LAFPP's use of the System, the Licensed Programs or any portion thereof by reason of an infringement or misappropriation of a patent, copyright, trade secret, or other proprietary right, VENDOR will, at its option and expense, either:

a. Procure for LAFPP the right to continue using the System, the Licensed Programs, and/or any portion thereof; or

b. Replace or modify for LAFPP the System, the Licensed Programs, or such infringing portion thereof in a timely manner so that it no longer infringes or misappropriates such patent, copyright, trade secret, or other proprietary right, so long as the utility or performance of the System is not adversely affected by such replacement or modification and the System continues to materially conform with the System Specifications.

If VENDOR is unable to perform either of these options, then VENDOR shall refund to LAFPP all fees paid for the System by LAFPP, with re-payment to LAFPP to be made within three (3) months of the failure to satisfy such needs.

17.3 Exclusion of Liability. As to indemnification under Section 17.1 hereof, VENDOR shall have no liability to LAFPP for any infringement action or claim that is based upon or arises out of LAFPP's breach of the license terms set forth in Section 2.1 hereof.

17.4 Scope of Other Indemnification. VENDOR shall defend, indemnify and hold harmless LAFPP, its agents, members, and employees from and against any and all loss, damage or liability arising from or in connection with the following: (a) VENDOR's failure to observe or perform any duties or obligations to be observed or performed by VENDOR on or after the date of this Agreement by VENDOR under any agreements between VENDOR and any third parties; (b) any claims arising out of or related to occurrences where VENDOR is required to insure against, pursuant to Section 19.1 hereof; (c) any third-party claim resulting from the use of the System, Licensed Programs, or their derivative works by other licensees of VENDOR or its affiliates; (d) any breach of a representation, warranty, or covenant in this Agreement; (e) damage to persons (including death) or damage to property caused by the act or omission of VENDOR, its employees, and its subcontractors; and (f) any negligent act or omission of VENDOR or its subcontractors related to this Agreement and not covered by the foregoing.

17.5 Hold Harmless. VENDOR agrees to indemnify, defend, and hold harmless LAFPP and its trustees, officers, employees, agents and volunteers from any and all claims,

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actions, losses, damages, and/or liability arising out of or related to VENDOR's agreements with subcontractors.

17.6 Survival. This Section 17 shall survive any termination of this Agreement.

Section 18

FORCE MAJEURE AND EXCUSABLE DELAYS

18.1 Event of Force Majeure. Neither party shall be liable for any costs or damages due to nonperformance under this Agreement arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such causes or events sometimes being hereinafter referred to as "Events of Force Majeure."

18.2 Notice Requirement. Each party shall give the other party prompt notice of the occurrence of any Event of Force Majeure that may cause delay hereunder, and the date of performance by any party that gives such notice shall be extended for a period not exceeding the period of delay caused by the Event of Force Majeure so identified.

18.3 Postponement of System Shipment. If requested by written notice received from LAFPP after either party is given notice of any Event of Force Majeure, VENDOR shall postpone shipment of the System, License Programs, or any portion thereof for such period (not exceeding four (4) months in the aggregate) as LAFPP may request by written notice to VENDOR. In the event of any such postponement, all dates of performance by VENDOR under this Agreement shall be extended for a corresponding period.

18.4 Limitation on Period of Force Majeure. Unless the performance by either party of its obligations under this Agreement is delayed by the occurrence of an Event of Force Majeure for a period of more than six (6) months (and such nonperformance is excused under the foregoing provisions), no Event of Force Majeure shall be an excuse for permanent nonperformance but shall be an excuse only for delays in performance and only to the extent that such delays are directly attributable to such cause. Should any Event of Force Majeure delay performance in any material respect for a period of more than six (6) months, either party shall have the option to rescind this Agreement upon notice to the other party.

18.5 Exculpation. Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement that directly results from any failure of the other party to perform its obligations as set forth in this Agreement.

Section 19

INSURANCE, SYSTEM POSSESSION AND SOURCE CODE

19.1 Insurance Coverage and Liability. The CONTRACTOR will maintain Commercial General Liability Insurance, including products completed operations liability, automobile liability, and contractual liability coverage for liability assumed by CONTRACTOR in the Contract, with limits of not less than $1,000,000 (final amount to be determined by City of Los Angeles Risk Assessment) each occurrence for bodily injury and property damage combined. Such liability insurance shall name the BOARD as additional insured, shall contain a severability

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of interest or cross-liability clause, and shall be primary for all purposes.

The CONTRACTOR shall furnish to the BOARD certificates of insurance evidencing that all required policies are in full force and effect and providing that at least thirty days’ written notice be given to the BOARD prior to cancellation or reduction of any coverage.

Proof of current standard California Workers’ compensation insurance and automobile liability insurance of $1,000,000 must be provided to the Department of Fire and Police Pensions before payment for any work done.

Instructions are provided in the attached Standard Provisions for City Contracts, Exhibit 1 Insurance Contractual Requirements.

19.2 System Possession. Throughout the term of this Agreement, VENDOR shall provide LAFPP with the then-current versions of the Licensed Programs and documentation of VENDOR's proprietary tools used in the Licensed Programs, Licensed Program documents, and operation documents, including but not limited to documents describing the third party tools and the methods and procedures utilized for assembly and operation of the Licensed Programs. VENDOR shall provide LAFPP with such items in a form deemed suitable by LAFPP upon acceptance by LAFPP of each Phase as set forth in Section 8 and with each fix or enhancement to the Licensed Programs through the warranty period and during any maintenance period beyond that. Further, VENDOR shall provide instructions for operation of the System, including a detailed description of the third party software and hardware required for its operation as delivered to LAFPP, and the proper building of the System. The Source Code shall be treated as part of the Licensed Programs except as explicitly set forth in this Agreement. The Source Code including any modifications or changes to the Source Code and any derivative works prepared from the Source Code shall be subject to the same terms and conditions applicable to LAFPP's use of the Licensed Programs, including but not limited to Sections 2 and 1 6 , as well as those restrictions to LAFPP's use of the Source Code explicitly set forth in this Agreement; provided, however, that should VENDOR no longer support the Licensed Programs, dissolve, or cease to do business, or if this Agreement is terminated by LAFPP, LAFPP and/or its contractors may copy, modify, create derivative works, publish, distribute, and otherwise use the Source Code for LAFPP's own internal data processing needs.

19.3 Source Code. The Source Code for any software (be it the customized line-of- business application, middleware, a code generator, a specialized I/O routine, or any similar or related item) which is developed by VENDOR, or an affiliate company that is 20% or more owned by VENDOR, and used in the System must be deposited with an escrow agent pursuant to the escrow agreement set forth in Attach m ent L (“Escrow Agreement”) with documentation of such deposit provided to LAFPP prior to delivery of the modified application for each phased production cutover. LAFPP’s acceptance of a phase will be contingent upon this requirement being met. Any subcontractor developed source code must similarly be escrowed. In addition, the source code for any third party software that is delivered and/or licensed to LAFPP as part of the System must be escrowed on LAFPP’s behalf if, at the time of final turnover and acceptance of the System to LAFPP, that software product has ever previously been escrowed for the benefit of any other client of the third party provider.

Source Code and documentation so maintained shall be kept current. Deposit shall be

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made no less frequent than annually on the anniversary of this Agreement. The escrow account shall remain in force through the term of this Agreement and shall not be canceled or modified without written agreement of both parties. In addition to those conditions defined in Attach m ent L, LAFPP shall also have the right to acquire the Source Code in the event that VENDOR ceases to exist for reasons other than those specified in Attach m ent L or in the event VENDOR discontinues its software support/maintenance services as provided herein.

In the event the Escrow Agent resigns, or should VENDOR choose to designate another Escrow Agent during the term of this Agreement, VENDOR shall have the right to designate another Escrow Agent under an agreement substantially in the form attached hereto as Attach m ent L upon concurrence of LAFPP.

In the event a condition defined in Attach m ent L or one set forth hereinabove occurs, VENDOR agrees to release the Source Code to LAFPP as provided in Attach m ent L and to grant LAFPP a limited license to use the Source Code. LAFPP shall also have the right to join or form a consortium of VENDOR customers who have a valid license to use the Licensed Programs, in order to support continuing LAFPP operations and for maintenance, modification, and enhancement of the Source Code.

Upon termination of this Agreement by VENDOR after the initial term, or any annual extension thereafter, VENDOR shall obtain the right to provide the Source Code to LAFPP at no charge and LAFPP shall have all rights to maintain and enhance that Source Code for internal LAFPP use. VENDOR or any third party licensor shall retain proprietary rights of ownership and LAFPP shall continue to protect such rights.

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Section 20

TERM AND TERMINATION

20.1 Term. This Agreement shall become effective upon execution by VENDOR and LAFPP and, unless otherwise terminated according to the terms of this Agreement, shallterminate upon the first to occur of

( ) years from the date of such execution or the

expiration of post-implementation support services as set forth in Section 12.

20.2 Termination for Cause. Either party may terminate this Agreement upon the giving of written notice:

(a) In the event that the other party fails to discharge any material obligation or remedy any material default under this Agreement, or breaches Section 16 of this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given said other party written notice specifying such failure or default and that such failure or default continues to exist as of the date upon which the aggrieved party gives such notice so terminating this Agreement; or (b) In the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium.

20.3 Termination by LAFPP. Without limiting the scope of termination under Secti o n 20.2 hereof, LAFPP may terminate this Agreement upon ten (10) days written notice to VENDOR, and LAFPP may, in addition to any other remedy available to it, terminate this Agreement immediately upon written notice to VENDOR if VENDOR fails to:

a. maintain insurance coverage as specified in Section 19. 1 ;

b. provide a final Implementation Workplan within sixty (60) calendar days of the Project Start Date unless any delay is approved by LAFPP or the failure to provide an Implementation Workplan is not due to VENDOR's acts or omissions;

c. cure a VENDOR-created delay in accordance with the provisions of Section 8 ;

d. avoid a material breach of the Warranty Period services;

e. avoid a material breach of the Maintenance and Support Services in Section 1 2 ; or

f. avoid any material breach of warranty set forth in Section 14 hereof.

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20.4 LAFPP Rights and Remedies. LAFPP shall have the following rights and remedies with respect to partial or entire termination of this Agreement. All rights and remedies to LAFPP shall be cumulative of, and in addition to, all other rights and remedies granted LAFPP at law or in equity, whether or not LAFPP shall have instituted any suit for collection, foreclosure or other action in connection with the default of VENDOR under this Agreement. LAFPP may: (a) terminate this Agreement in its entirety or in part; (b) reject any component of the System and retain licensed use of any non-rejected component(s); (c) receive a refund for all rejected components; (d) terminate the provision of Maintenance and Support Services and/or receive a refund of previous amounts paid for future Maintenance and Support Services related to the default; or (e) retain Maintenance and Support Services for non-rejected System components and receive a pro rata refund based on components rejected by LAFPP.

20.5 Cure. A failure or delay in performance by either party under this Agreement shall not constitute a basis for termination of the Agreement under this Section 20 if such performance is effectively completed prior to the giving of notice of termination.

20.6 Termination Prior to Installation. In the event that either party rightfully terminates this Agreement prior to the issuance of a Certificate of Installation, then LAFPP shall be entitled to remedies as defined in Section 20. 4 .

Section 21

MISCELLANEOUS

21.1 No Assignment. VENDOR shall not delegate, assign, subcontract, or otherwise transfer the whole or any part of this Agreement without the prior written consent of LAFPP, and any attempt by VENDOR to so assign or subcontract shall be invalid. Notwithstanding the foregoing, subject to the terms and conditions hereof, VENDOR is permitted to subcontract the Subcontracted Services set forth in the VENDOR Proposal § to the specific subcontractor(s) identified therein and to additional subcontractors that are first approved in writing by LAFPP. VENDOR may not, without the prior written permission of LAFPP, which consent will not be unreasonably withheld, transfer this Agreement in whole or in part, to a successor in interest as through a merger, acquisition, sale of substantially all of the assets or stock, or by operation of law. No assignment shall relieve either party of its obligations hereunder. This Agreement will be binding upon the parties' successors if approved and permitted assignees. VENDOR may assign its right to receive payment to a third party as VENDOR may desire without the prior written consent of LAFPP, provided that VENDOR gives written notice (including evidence of such assignment) to LAFPP at least thirty (30) days in advance of any payment so assigned. The assignment shall cover all unpaid amounts under this Agreement and shall not be made to more than one party.

21.2 Notice. Notice to either party to this Agreement shall be deemed received when at the earlier of when acknowledged as received or five (5) days after being mailed by certified mail,U.S. Postal Service, postage prepaid, or by Federal Express, Express Mail, or equivalent, to the proper address. Mail shall be addressed as follows:

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If to the LAFPP: Los Angeles Fire and Police PensionAttn: Raymond P. Ciranna 360 East Second Street, Suite Los Angeles, CA 90012

With copies to:

Los Angeles Fire and Police PensionAttn: Alfredo Domagat360 East Second Street, Suite Los Angeles, CA 90012

and

If to VENDOR: ATTN: President

or to such other address(s) as may be notified to the other pursuant to the provisions of this Section 21.2.

21.3 Entire Agreement: Governing Law; Counterparts. This Agreement and the documents that are incorporated by reference constitute the entire agreement between VENDOR and LAFPP with respect to VENDOR's development, delivery, installation, maintenance and enhancement of the System and LAFPP's use thereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, excluding its choice of law provisions. Any arbitration or court proceeding as required under Section 21. 5 hereof shall be in the state or federal courts of the State of California in Los Angeles County, and VENDOR hereby consents to jurisdiction and venue therein and hereby waives any right to object to jurisdiction or venue. To the extent that in any jurisdiction VENDOR may now or hereafter be entitled to claim for itself or its assets immunity from suit, execution, attachment (before or after judgment) or other legal process, VENDOR, to the extent it may effectively do so, irrevocably agrees not to claim, and it hereby waives, the same.

This Agreement is executed in three (3) originals, each of which is deemed to be an original. This Contract includes ____ (__) pages (including the signature page), which constitutes the entire understanding and agreement of the parties. No verbal agreement or conversation with any officer or employee of either party shall affect or modify any of the terms and conditions of this Contract.

21.4 Conflict Resolution. In the event a conflict arises between VENDOR and LAFPP which cannot be resolved in the normal course:

a. The parties shall act immediately to resolve any such conflict. Time is of the essence in the resolution of conflicts.

b. VENDOR shall continue without delay to carry out all of its responsibilities under this Agreement which are not affected by the conflict. Should VENDOR fail to

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perform its responsibilities under this Agreement for all non-disputed work without delay, any and all additional costs incurred by VENDOR and LAFPP as a result of such failure to proceed shall be borne by VENDOR and VENDOR shall not make any claim against LAFPP for such costs.

c. If the conflict arises prior to issuance of a Certificate of Completion, the party believing itself aggrieved (the "Invoking Party") shall call for progressive management involvement in the dispute negotiation by written notice to the other party. Such notice shall be without prejudice to the Invoking Party's right to any other remedy permitted by this Agreement. Then the parties shall use all reasonable

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efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, between authorized negotiators for the parties at the following successive management levels, each of which shall have a period of allotted time as specified below in which to attempt to resolve the dispute:

LEVEL VENDOR LAFPP ALLOTTED TIME

First Project Manager – Project Manager – 5 Business Days

Second President – Executive Director – 10 Business Days

The allotted time for the First level negotiations shall begin on the date the Invoking Party's notice is received by the other party. Subsequent allotted time is days from the date that the Invoking Party’s notice was originally received by the other party. If the second level parties cannot resolve the issue within fifteen (15) days of the Invoking Party’s original notice then the issue shall be designated as a “dispute” at the discretion of the invoking party and, if so, shall be resolved in accordance with Section 21. 5 hereof.

d. If the conflict arises after issuance of the Certificate of Completion, the procedures set forth in Section 21.4(c ) shall be instituted upon ten (10) days written request of either party.

The time periods herein are in addition to those provided elsewhere in this Agreement, and do not apply to claims for equitable relief (i.e., injunction to prevent disclosure of confidential information).

21.5 Payment Disputes and Resolution Thereof. If VENDOR and LAFPP cannot resolve a dispute according to the procedures set forth in Section 2 1.4 hereof, then either VENDOR or LAFPP may commence legal proceedings as provided in S ection 21.3 and LAFPP may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment or underpayment by LAFPP to VENDOR of one or more invoices not in dispute in accordance with the terms and conditions of the Agreement will not be cause for VENDOR to terminate this Agreement.

21.6 Independent Contractors. Both VENDOR and LAFPP, in performance of this Agreement, will be acting in an individual capacity and not as agents, employees, partners, joint venturers, or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Neither party will assume any liability for injury (including death) to any persons, or any damage to property arising out the acts or omissions of the agents, employees or subcontractors of the other party. VENDOR shall be responsible for providing all necessary unemployment and workman’s compensation insurance for VENDOR's employees.

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21.7 Authority to Contract. Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed. Each party further represents that it has not entered into nor will it enter into any agreements that would conflict with its obligations hereunder or would render it incapable of satisfactorily performing hereunder.

21.8 Waiver and Severability. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach. If any provision of this Agreement is held invalid, unenforceable, or illegal, such holding shall not effect the validity, enforceability, or legality of all remaining provisions which shall remain in effect.

21.9 Assurance of Compliance With Civil Rights Laws. VENDOR hereby warrants and represents that it is an equal opportunity employer and has adopted policies to implement the purpose and provisions of the Civil Rights Act of 1964, 42 USC § 2000(e) et seq. to assure that no person is denied employment on the basis of race, creed, color, sex or national origin in connection with its performance of this Agreement.

21.10 Renewal. This Agreement may be renewed under the same terms and conditions subject to the approval of VENDOR and the Board of Trustees of LAFPP.

21.11 Multi-term Funding Cancellation. When the Executive Officer of LAFPP makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of the Agreement, the Agreement shall be canceled and LAFPP shall own and have rights to use all products that have been accepted and paid for by LAFPP. A determination by the Executive Officer that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive.

21.12 Gratuities; Conflict of Interest. VENDOR warrants that no gratuities in the form of entertainment, gifts, or otherwise, were offered or given by VENDOR, or any agent or representative of VENDOR, to any officer, fiduciary, advisor, or employee of LAFPP or any California state employee with a view toward securing this Agreement or securing favorable treatment with respect to the awarding or the making of any determination with respect to this Agreement. VENDOR covenants that no such gratuities will be given to any such person with a view towards securing favorable treatment with respect to the making of any determination with respect to the performance, termination and/or continuation of this Agreement. VENDOR shall review and become familiar with the conflict of interest and reporting provisions applicable to LAFPP, in the California State Government Code. VENDOR hereby certifies that VENDOR is legally entitled to enter into the Agreement and that VENDOR is not and will not be violating any conflict of interest statute or principle by the performance of this Agreement.

In addition, VENDOR has read and is aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflict of interest of public officers and employees. No officer or employee of LAFPP or member of its governing body shall have any pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. It is further understood and agreed that if such a pecuniary interest does exist at the inception of this agreement, LAFPP may immediately terminate this Agreement by giving written notice thereof.

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Neither VENDOR nor VENDOR’s agents or employees shall serve on the LAFPP's governing body or hold any LAFPP position during the term of this Agreement. VENDOR shall comply with all federal, state and local conflict of interest laws, statutes and regulations, specifically including, but not limited to, the requirements of Government Code Section 87100 et seq. during the term of this Agreement. At the request of LAFPP, VENDOR will provide a sworn affidavit that no VENDOR employee has colluded with any LAFPP employee to restrain free and competitive bidding to secure this Agreement.

21.13 Penalties/Interest/Attorney's Fees. LAFPP will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest, or attorney's fees, except as required by law.

21.14 Publicity. VENDOR shall not issue any press release about this Agreement or its contents prior to the date of the Certificate of Completion without the prior written approval by LAFPP of such release. VENDOR may identify LAFPP as a customer of VENDOR so long as such identification does not imply or suggest that LAFPP approves, endorses, certifies, or recommends VENDOR, its products, or its services.

21.15 Letter of Credit. VENDOR will provide a letter of credit with terms acceptable to LAFPP in the amount of fifty percent (50%) of the total cost set forth in Attac hm ent B hereto, and issued by a financial institution acceptable to LAFPP. The letter of credit must be in place from the scheduled project start date through to the conclusion of the Warranty Period as a pledge against its commitments to deliver, install, maintain, and warrantee the System.

21.16 Nondiscrimination. VENDOR shall take affirmative action to ensure that qualified applicants are employed, and that employees are treated fairly during employment, without regard to their race, color, religion, sex, handicap, ancestry or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

21.17 No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of these terms and conditions and all rights of action relating to such enforcement, shall be strictly reserved to LAFPP and VENDOR. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of LAFPP and VENDOR that any such person or entity, other than LAFPP or

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VENDOR, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.

21.18 Headings and Interpretation. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. No provision of this Agreement shall be interpreted for or against a party because that party or its legal representative drafted such a provision, and this Agreement shall be construed as if jointly prepared by the parties.

21.19 Time. Time is of the essence in each and all of the provisions of this Agreement and such provision is hereby made and declared to be a material, necessary and essential part of this Agreement.

21.20 Standard Provisions for City Contracts. VENDOR agrees to comply with the Standard Provisions for City Contracts (rev. 3/09), provided in Appendix E2 of the RFP and made a part hereof, except as provided below:

PSC - 31 Service Contractor Worker Retention Ordinance (only) PSC - 33 Contractor Responsibility Ordinance – shall not apply to this contract PSC - 35 Equal Benefits Ordinance – shall not apply to this contract PSC - 36 Slavery Disclosure Ordinance– shall not apply to this contract

21.21 Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that he is the contracting party, or that he is the representative, agent, member or officer of the contracting party, that he has not, nor has any other member, employee, representative, agent or officer of the firm, company, corporation or partnership represented by him, directly or indirectly, to the best of his knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he has not received or paid, any sum of money or other consideration for the execution of this contract other than that which appears upon the face of the contract.

[Signature Page Follows]

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IN WITNESS THEREOF, the BOARD has caused this Contract to be executed on its behalf by its President and attested to by its Department General Manager and the CONTRACTOR has executed the same, all as of the day and year first written above.

BOARD OF FIRE AND POLICE PENSION CONTRACTORCOMMISSIONERS OF THE CITY OF LOSANGELES

By ______________________________ By ________________________Ruben Navarro, President NameBoard of Fire and Police Pension Commissioners Title

Date _____________________ Date ______________________

APPROVED AS TO FORM: ATTEST:

CARMEN A. TRUTANICHCity Attorney

By _____________________________ By ___________________________Name, Assistant City Attorney Raymond P. Ciranna, General Manager

Los Angeles Fire and Police Pensions

Date _____________________ Date ______________________

City Business License Number: ________________

Internal Revenue Service Taxpayer Identification Number: ________________

Contract Number: ________________

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ATTACHMENT A

DO C UMENTS INCOR P ORA T ED I NTO T HIS AGR E EM E NT

# Document Date1. LAFPP RFP2. VENDOR Proposal3.4.5.6.7.8.9.10.11.

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ATTACHMENT B

DELIVERABLES BASED PAYMENT SCHEDULE

ATTACHMENT C

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LISTING OF THIRD PARTY SOFTWARE TO BE PROVIDED

In addition to the license to the VENDOR's software that will be provided for an unlimited number of users at LAFPP, the following software packages shall be provided:

ATTACHMENT D

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EXCEPTIONS TO LAFPP'S RFP REQUIREMENTS

Below is a list of exceptions to the requirements defined in the LAFPP RFP:

[List exceptions to the requirements of the RFP here]

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ATTACHMENT E

Assumptions to LAFPP RFP Requirements

In support of the goals and objectives for the system, VENDOR has predicated its proposal upon the following assumptions to assist the VENDOR project team to formulate an infrastructure and framework for project success. The assumptions are based on the collective experience of the VENDOR team in successfully completing large-scale systems integration projects.

[List Assumptions made by VENDOR]

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ATTACHMENT F

VENDOR Key Personnel

As stated in of the LAFPP RFP, below are the names of the Key Personnel assigned to this project:

• Full-time project manager -- • On-site Project Interface Coordinator -- • [List any other Key Personnel]

The use of Key Personnel is defined and controlled by Section 5 of the Agreement.

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ATTACHMENT G

LISTING OF OPTIONS INCLUDED IN THE AGREEMENT

[List "Options", as proposed by VENDOR, to be Included in the System]

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ATTACHMENT H

List of Enhanced Capabilities

Provided below is a list of customizations added to the Software during the last three years. [List customizations]

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ATTACHMENT I

LOS ANGELES FIRE AND POLICE PENSIONS SYSTEM

THE NEW SYSTEM

[Insert a diagram of the new system]

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ATTACHMENT J

PROJECT TIMELINE FOR PHASES

[Place a timeline for the project here]

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ATTACHMENT L

ESCROW AGREEMENT