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HomeMy WebLinkAboutExhibit - AgreementMaster Services Agreement Ringtail Software as a Service This Master Services Agreement ("Agreement") for Ringtail Software as a Service (SaaS) ("Service" or "Services") is effective as of ("Effective Date") by and between FTI Consulting Technology LLC ("FTI") with offices at 909 Commerce Road, Annapolis, MD 21401 ("FTI") and the City of Miami, Florida, with a place of business at 444 SW Second Avenue, Miami, FL 33130, ("Client"), together the "Parties". WHEREAS, FTI is a provider of online software applications and related Internet solutions and services; WHEREAS, Client desires to have FTI provide certain online software applications and perform certain related services; WHEREAS, the parties acknowledge and agree that FTI shall only be obligated to provide Services (as hereinafter defined) under this Agreement in the United States, and any non -US Services for international matters or engagements will be addressed in a separate agreement between the parties, provided that the Software (as hereinafter defined) shall be accessible globally; and WHEREAS, the parties desire to agree upon the terms and conditions upon which such software applications and services shall be provided. NOW THEREFORE, in consideration of the mutual promises exchanged herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the following terms and conditions shall apply to any of the Services that Client may engage FTI to perform from time to time pursuant to this Agreement. 1. Conflicts. FTI is a wholly owned subsidiary of FTI Consulting, Inc., a global firm with numerous worldwide practices. FTI may provide any services to a party that is adverse to you without your consent. The standard Service offerings provided in Exhibit A: Service Order Form are non - conflictive technical services that do not include strategic advisory or expert consulting services. In the event Client requests that FTI provide additional services beyond the Services set forth in Exhibit A: Service Order Form, such services shall be subject to a separate letter of engagement, data migration to another FTI data center (if necessary), and a conflict review by FTI. 2. Services. During the term of this Agreement, FTI shall provide hosting services and host the Software as provided in this Agreement, Exhibit A: Service Order Form, and Exhibit B: Service Level Agreement. In addition to FTI's hosting obligations, FTI will provide technical support and maintenance, including, but not limited to, application version release upgrades and hosting environment maintenance. All Services shall be performed by trained and competent FTI personnel or subcontractors. The Services shall not include any custom development work for Client. In the event the Client requests custom development work, such work shall be the Doc No, 590846 Page 1 of 11 subject of a separate development or services agreement negotiated and executed by the Parties. Additional Services may be requested by Client and will be provided by FTI hereunder during the Term upon the Parties' mutual execution of a new Service Order substantially in the form attached hereto as Exhibit A: Service Order Form. Any such Additional Services shall be performed according to the terms and conditions of this Agreement, except to the extent otherwise agreed in the applicable Exhibit A: Service Order Form. 3. Direction and Approval. FTI acknowledges and agrees that the Services shall be performed solely at the direction of and be subject to the approval of Client's primary point of contact specifically identified in Exhibit A: Service Order Form, or their delegate. 4. Software/Intellectual Property. FTI hereby grants to Client, for use and access by the Client Entities (as defined below), a nonexclusive, non -transferable, limited, license in the United States to access and use the software applications described in Exhibit B: Service Level Agreement during the term of this Agreement ("Software") for its internal business purposes and for use with Client's Authorized Users, as defined herein. "Client Entities" means and includes Client and all persons and/or entities directly or indirectly controlling or controlled by or under direct or indirect common control with Client or any successor thereto. For purposes of this definition, "control" when used with any person or entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise. Client may also authorize its Authorized Users to use the Software as needed. "Authorized Users" shall mean the Client, Client's employees, and third party agents, customers and/or contractors granted access by the Client, who have a need to use the Software to accomplish Client's internal business purposes, all of whom are bound in writing (i) to protect the confidential and proprietary information of FTI and (ii) to comply with and be bound by the terms and conditions set forth herein. a) No Grant of License. Each party acknowledges and agrees that nothing contained in this Section will be construed as granting any property rights, by license or otherwise, to any Sensitive Information (as defined herein) of the other party, or any invention, patent, copyright, trademark or other intellectual and industrial property right, including any moral rights, that has issued or will issue based upon the Sensitive Information (as defined herein). i. The License can only be accessed by the Client from the FTI data center. The License provided during the use of the Service is not transferrable and cannot be removed from FTI's data center or installed in another location. a) Protection of Software and Documentation. The Software and Documentation provided in accordance with the Service may only be accessed by Authorized Users. b) Ownership of Intellectual Property. Title to the Software and any Feedback, as defined herein, and patents, copyrights, trademarks and all other intellectual property rights Doc No. 590846 Page 2 of 11 applicable thereto, shall at all times remain solely and exclusively with FTI, and Client and the Authorized Users shall not take any action inconsistent with such ownership. Feedback shall mean any comments, modifications, improvements, corrections, suggestions, enhancement or other feedback regarding the Software. FTI reserves all rights not expressly granted herein. Except as otherwise agreed to by FTI, no express or implied license or right of any kind is granted to Client regarding the Software including, but not limited to, any right to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, modify, or adapt the Software or create derivative works based on the Software or any portions thereof, or obtain possession of any source code or other technical material relating to the Software. Further, Client shall not decompile, reverse assemble, or otherwise reverse engineer the Software. Client acknowledges and agrees that, except for Client's limited license described in this Agreement, Client has no right, title and interest in the Software, in any form, or in any copies thereof, including all intellectual property rights therein. 5. Data. For the purposes of this Agreement, "Client Data" shall mean data provided by the Client Entities in any form, and data used, generated or stored in connection with the Client Entities' use of the Software. Client hereby grants to FTI a personal, non -transferable, non-exclusive, revocable limited license to use, reproduce, access and display Client Data solely for the purpose of performing the Services and FTI's obligations under the terms of this Agreement for the benefit of the Client. 6. Payments a) FTI will submit directly to Client monthly statements indicating outstanding fees and expenses. Payment is due 30 days from date of invoice receipt by Client. FTI may withhold services pending full payment of all undisputed and outstanding charges. b) In the event Client disagrees with or questions any amount due under an invoice, Client will communicate such disagreements to FTI as in accordance with the terms of this Section 6(b) after receipt of the invoice. In the event that Client reasonably questions any amount due under an invoice, Client may withhold such disputed amount(s) from payment of the current invoice submitted by FTI until resolved; provided, however that the Client shall notify FTI within twenty (20) calendar days of receipt of the invoice of such a dispute. If the Client fails to notify FTI within the twenty (20) day period, the Client shall have waived its right to dispute such invoice. Invoices with disputed line items shall be paid in full, excepting such line items. The parties agree to expedite and proceed in good faith on the resolution of any disputed Fine items. FTI reserves the right to suspend further Services until payment is received for any undisputed invoices that are past -due by thirty (30) days or more. FTI will notify the Client in writing regarding its intent to suspend Services pursuant to the foregoing sentence and Client shall be afforded fifteen (15) days to pay all outstanding undisputed invoice amounts prior to FTI Doc No. 590846 Page 3of11 suspending the Services. It is FTI's normal practice to be paid in full for all work performed to date prior to the return of Client data. c) Depending on certain state and/or municipality regulations, FTI may be required to collect sales and use tax on certain of FTI's products and services. Alternatively, Client shall provide documentation of direct pay certification or exemption from such taxes. FTI Consulting Technology LLC's Taxpayer Identification Number is 02-0736098. 7. Responsibility for Fees. Client shall be responsible for payment of FTI's fees and expenses as described under Exhibit A: Service Order Form. If any changes cause an increase in the scope or cost under Exhibit A: Service Order Form, FTI will make appropriate adjustments (e.g., schedule, fees) upon the written agreement of Client and FTI. 8. Confidentiality a) Definition. During the performance of this Agreement, both parties may disclose certain Sensitive Information to the other. For the purposes of this Agreement, (i) "Sensitive Information" means all information, in any form, furnished or made available directly or indirectly by a party (the "Disclosing Party") to the other party (the "Receiving Party") that (i) is marked confidential, restricted, or with a similar designation; or (ii) relates to the business, business plans, strategies, or finances of the parties and its clients, whether or not such information is labeled as confidential. Such information shall be considered Sensitive Information regardless of whether it was provided by the Disclosing Party or its attorneys prior to, or after the signing of this Agreement. FTI's Sensitive Information expressly includes all Software and related documentation. Any data or information stored electronically or on backup media will be deemed SI subject to the protections hereunder. b) Nondisclosure and Use. The parties shall only use SI in accordance with this Agreement, unless the parties agree otherwise in writing. Notwithstanding anything contained in this Agreement, neither party is obligated to disclose any SI to the other party. Both Parties acknowledge and agree that the SI shall remain the sole and exclusive property of the Disclosing Party. FTI may use Client SI solely for performing the obligations of FTI under this Agreement. Client and its agents may use FTI Si solely for performing the obligations or exercising the rights of Client under this Agreement. The parties shall require any recipient of SI to abide by the restrictions of this Agreement concerning the SI before disclosing such SI to the recipient. Subject to the terms set forth herein, either party shall protect the other party's SI with the same degree of protection and care that such party uses to protect its own SI, but in no event less than reasonable care. This Section shall survive termination of this Agreement. Doc No, 590846 Page 4 of 11 c) Exceptions. Nothing in this Section shall prohibit or limit either party's use of information if the Receiving Party establishes that i. at the time of disclosure hereunder such information was generally available to the public; ii. after disclosure hereunder the information becomes generally available to the public, through no act or omission of the Receiving Party; iii. the information was in the possession of the Receiving Party prior to the Effective Date and was not acquired directly or indirectly from the Disclosing Party; iv. the information becomes available to the Receiving Party from a third party which is not legally prohibited from disclosing such information, provided such information was not acquired by such third party directly or indirectly from the Disclosing Party; or V. the information is required by law, regulation or judicial process to be disclosed, provided that, to the extent practicable and to the extent permitted by law, the Disclosing Party is first given notice of the required disclosure and an adequate opportunity to seek appropriate legal relief to prevent such disclosure or limit its use and further disclosure. d) Pursuant to Section 8.c) v. above, in the event FTI and/or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating to a particular Service Order, FTI will be compensated by Client at its regular hourly rates and reimbursed for reasonable expenses (includiRg el4ee-s) with respect thereto. e) FTI understands that the City is subject to the Public Records Act, Chapter 119, Florida Statutes, unless such documents, data or other records are exempted by applicable Federal or State laws. To the extent required by § 119.0701 Fla. Stat. (as same may be amended or supplemented, from time to time) FTI, as a service provider, must comply with the Florida public records laws, specifically FTI must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of FTI upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Doc No. 590846 Page 5 of 11 (e) All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (f) Should FTI determine to dispute any public access provision required by Florida Statutes, then FTI shall separately do so at its own expense and at no cost or liability to the City. f) Remedies. Both parties acknowledge that disclosure of any SI by the Receiving Party could give rise to irreparable injury to the Disclosing Party and that such injury may be inadequately compensable in damages. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief against the breach or threatened breach of the foregoing undertaking and/or an order of specific performance without the requirement of posting bond. Such relief shall be in addition to, and not in limitation of, any other rights or legal remedies available to the Disclosing Party. 10. Indemnification. FTI shall indemnify, defend and hold harmless the City and its officials, employees, and its designated third -party administrator(s) for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, orr in connection with (i) the negligent performance or non-performance of the Service(s) contemplated by this Agreement (whether active or passive) of FTI or its employees or subcontractors (collectively referred to as "FTI") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of FTI to comply materially with any of the requirements herein, or the failure of FTI to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal, or state, in connection with the performance of this Agreement. FTI expressly agrees to indemnify, defend, and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of FTI, or any of its subcontractors, as provided above, for which FTI's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or Doc No. 590846 Page 6 of 11 a RMS E RM MM^G 10. Indemnification. FTI shall indemnify, defend and hold harmless the City and its officials, employees, and its designated third -party administrator(s) for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, orr in connection with (i) the negligent performance or non-performance of the Service(s) contemplated by this Agreement (whether active or passive) of FTI or its employees or subcontractors (collectively referred to as "FTI") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of FTI to comply materially with any of the requirements herein, or the failure of FTI to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal, or state, in connection with the performance of this Agreement. FTI expressly agrees to indemnify, defend, and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of FTI, or any of its subcontractors, as provided above, for which FTI's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or Doc No. 590846 Page 6 of 11 similar laws. FTI further agrees to indemnify, defend, and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly or indirectly to FTI's negligent performance under this Agreement, a ee "'^" is'e+ ""', to FTI, and (ii) any and all claims, and/or suits for labor and materials furnished by FTI or utilized in the performance of this Agreement or otherwise. This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes, as applicable. FTI's obligations to indemnify, defend, and hold harmless the Indemnitees shall survive the termination and/or expiration of this Agreement. FTI understands and agrees that any and all liabilities regarding the use of any subcontractor for Service(s) related to this Agreement shall be borne solely by FTI throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by FTI's Insurance. Throughout the term of this Agreement FTI shall maintain the Insurance coverage required by the City Risk Management Department as shown on the attached Exhibit "C" in operative force and effect. 11. Term and Termination. Either party may terminate this Agreement at any time and without liability by giving the other party at least thirty (30) days prior written notice of the termination date. FTI shall be paid for all fees and expenses that have accrued through the era of the inert" of the effective date of termination. 12. Force Majeure. Except for Client's payment obligations, neither party will be liable to the other for any delay or failure to fulfill obligations caused byforce majeure events, including but not limited to, acts of God, fire, earthquake, explosion, landslide, lightning, flood, or adverse weather not reasonably anticipated, riots, civil disturbance, epidemics, strikes, lockouts, acts of terrorism or war, or failure of public utilities or common carriers. If such reasons continue to prevent performance of either party's duties and obligations for a period of more than 60 days the parties will consult with each other for the purpose of agreeing what action should be taken, provided that the performing party may terminate the affected Services by written notice to the nonperforming party. 13. Execution and modification. This Agreement shall only be binding when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 14. Assignment. This Agreement, with the rights and privileges it creates, shall only be assignable with the written consent of both parties. Doc No, 590846 Page 7 of 11 15. Notice. Any notices required by this agreement shall be delivered to the following addresses: To FTI: 909 Commerce Road Annapolis, MD 21401 To the City: City Manager, City of Miami ATTN: Daniel J. Alfonso 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 With Copies To: Office of the City Attorney ATTN: Victoria Mendez City Attorney 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 16. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters contained herein, and supersedes all other written and oral agreements between the parties with respect to such matters. It is acknowledged that other contracts may be executed. Such other agreements are not intended to change or alter this Agreement unless expressly stated in writing. 17. 18. Miscellaneous a) Governing Law. This Agreement shall be construed under the laws of Florida. Venue shall be in Miami -Dade County, Florida. Each party shall bear their own attorney's fees. b) Severability. In the event that any one or more provisions contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. A Party's failure to enforce, or its waiver of a breach of any provision of this Agreement shall not constitute a waiver by such Party of any other breach or term of this Agreement. c) Engagement Disclosure. Neither party shall originate any publicity, news release, or other announcement, written or oral, whether to the public press, the trade, any of the other party's customers, suppliers or otherwise, relating to this Agreement or any Doc No. 590846 Page 8 of 11 Proposal, or to'the existence of an arrangement between the parties without the prior written approval of the other. Netwithstand•ng the fE)Feg iRg, uUpon written approval from the Client, FTI shall be allowed to use Client as a business reference for purposes of demonstrating and illustrating FTI's work to third parties and other customers, provided such disclosure does not jeopardize or disclose Client's confidential information. d) Non -solicitation. The Client agrees that it will not offer employment or seek to employ any employee or contractor of FTI providing services to Client under this Agreement during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement. e) Independent Contractor. It is understood and agreed that the relationship between the Parties hereunder is that of independent contractors, and that nothing in this Agreement shall be construed as authorization for either Client or FTI to act as agents for the other. Neither Party shall have any right to enter into any contracts or commitments in the name of, or -on behalf of, the other Party, or to bind the other Party in any respect whatsoever. FTI agrees that all persons furnished by FTI shall be considered FTI's employees or agents and that FTI shall be responsible for payment of all unemployment, social security, and other payroll taxes, including contributions from them when required by law. f) Third Party Software. Third party software may be incorporated into or necessary for the use of FTI software. FTI makes no representations or warranties whatsoever, and shall have no liability whatsoever, with respect to third party software. g) Headings. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it. h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Exhibits A, B, C and D described below and attached hereto, are incorporated into this Agreement wherever referenced. Exhibit A: Service Order Form Exhibit B: Service Level Agreement Exhibit C: Insurance Requirements Exhibit D: Ringtail Software as a Service Media Destruction Policy Doc No. 590846 Page 9 of 11 IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the last date set forth below. FTI Consulting Technology LLC Name Title Date Client CITY OF MIAMI, a Municipal Corporation ATTEST: By: ME Daniel J. Alfonso, Todd B. Hannon, City Manager Doc No. 590846 City Clerk Page 10 of 11 APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: By: Victoria Mendez, City Attorney City Attorney REQUIREMENTS: By: Anne -Marie Sharpe, Director Risk Management Director Doc No. 590846 Page 11 of 11 This form will be used to set up and configure the Service (Ringtail Software as a Service). The initial service order form will be completed by an FTI Consulting Technology LLC ("FTI") representative, but must be signed by the City of Miami's ("Client,") Primary Point of Contact and FT1. Any changes to the initial setup of the service (or requests to change or remove services) must be authorized by the Client's Primary Point of Contact. The following additional information is included after the signature block: 0 List ofLS�ortecl Products included in the Service Plan w List of Additional Services not included in the Service Plan 0 Terms and Conditions Complete this section for your initial service request. Client Name: The City of Miami I Date: Click here to enter a date. Client Primary Point of Contact: The Office of the City Attorney FTI Matter Number: Click here to enter text. POD ID (if applicable): Click here to enter text. FTI Account Manager Click here to enter text. ovu Nn,69lOS3 0 2015 FTI Consulting Technology LLO (Updated Q3-20 15) Page 1 0y 6 Additional (Optional) Services Doc Noy 5910.53 0 201 5 FT i Canauitii7c "i e r[in c icy, y LLC (u�,�1ai 1 C 3-201 } Page 2 of 6 Ringtail Training & Product Use Services FTI will work with the Client to determine the schedule for the Ringtail SaaS On -boarding Training sessions, which must be mutually agreed upon by the Parties prior to conducting the training. Should FTI be engaged to conduct Ringtail training or Product Use Consulting on site at the client's premises, travel time for FTI personnel will be billed at 50% of personnel's hourly rate. Additional Training and Product Use Consulting Services are available at an additional charge as listed in the previous table. • Ringtail 8.4.2 version release included with the Service. • Ringtail Analytics (featuring Cubes, Mines and Document Mapper) is included in the Service. • Ringtail Ingestions is included in the Service. ® The Service includes access to Quick View Plus (or comparable viewing tools), available for download by Clients using the Service. FTI maintains the licensing for the use of Quick View Plus and provides it to the Client for use in conjunction with the Service as long as the Client is actively using and paying for the Service. Doc No.591 053 t� 2015 FTi 0011 LIItiri�j Tec hrrioIagy L.L. C Updated Q 3-201 6) € age 3 of 6 • TIFF -on -the -Fly software List of Additional Services (not included in the Service Plan) FTI may deliver all or a portion of the following non -conflictive additional services, including but not limited to: • Case migration services • Ringtail product training • Media handling services • Data processing services • Data conversion services • Image rendering (for example, of TIFF files) and exception handling. • Production services • Case decommission services • Machine language translation services ® Disaster Recovery • Email threading services Terms and Conditions • FTI Technology, the e -discovery practice of FTI Consulting, will provide Ringtail, a computer assisted legal discovery service for use by the Office of the City Attorney, on a month-to-month basis with a basic service fee of $3,450.00 per month for 300 GB of data per month and up to 25 users per month, at a total not to exceed amount of $41,400.00 for an initial twelve (12) month period, with options to extend at total not to exceed amounts of $41,814.00 for a second twelve (12) month period and $42,232.14 for a third twelve (12) month period, for a total not to exceed amount of $125,446.14, with each twelve (12) month period subject to specified additional charges for extensive usage and/or additional services as particularly described above. • Service fees will be charged monthly beginning with the effective date of the Masters Services Agreement and all exhibits. • Services fees for POD usage shall be charged on the last day of each month. I oo, No. 591053 @', 201 5 FT 1 0onsuItin9 Technc Logy t. LC (Updated Q3-2015) Page 4 of • If the service start date for additional services contracted for between the Parties is on or before the 25th calendar day of the month, then the service fees will be charged for the volumes consumed for the entire month based on the set rate. If the start date for additional services contracted for between the Parties is after the 25th calendar day of the month, then the service fees for volumes consumed will not take effect until the next month. • To remove services that incur a monthly fee, a new Exhibit A: Service Order Form must be submitted. The monthly fee for that service will be removed in the next billing cycle. • If the Client requests to decommission the Service, a fee will be charged based on the volume of data consumed as of the determined decommission date. • The maximum number of Licensed Users included in the Service is set at 300 GB of data per month and up to 25 users per month. Additional Licensed User accounts may be added and the fees for additional users are set forth above. • The maximum number of Licensed Users that can be designated as Ringtail SaaS Administrators will be set forth in the Service Order Form, • User accounts cannot be shared by more than one Authorized User and are designated to the Authorized User. Licensed User accounts may be designated to new Authorized Users by replacing former Authorized Users who no longer require the use of the Service or have been removed from the Service by the Primary Point of Contact or designated Ringtail SaaS Administrators. • Authorized Users may be designated as Non -Licensed Users in Ringtail and therefore these designated users will not be counted as a Licensed User. • ESI Processing services fees will be set forth in the Service Order Form and the fees will be based on the volume of uncompressed data ingested and processed by FTI's data processing specialists. • Fees. Rates quoted are based upon FTI's current schedule of professional fees or expenses pursuant to the Service Order Form in Exhibit A and this Exhibit B: Fee Schedule. Fees are based on a time and materials basis for some tasks. Hours for travel time (for example, for training) may be billed. FTI's rates for services and plans are subject to adjustment annually on January 1 but fee increases are capped as stated above. • Ringtail data storage offers a primary file share used for transferring and storing files and Ringtail data, including images accessible by the Ringtail application. Ringtail SQL database volume will count as Ringtail data storage. The monthly plan fee is based on the volume calculated as of the last day of the month. • Reference data storage is a secondary file share for Ringtail SaaS Administrators to access (at their discretion) and used to store images or files not accessible by the Ringtail application. The monthly plan fee is based on the volume calculated as.of the last day of the month. Doc; No, 59105:3 CO '201 5 F"rl CtaneuIt1ng T e o h n o I a g y LLCM (t, plated Q t3-2015) P age 5 et • Invoices will reflect used storage (i.e. Size on Disk) volumes hosted, subject to the minimum fee listed in the summary of fees. The combined value of the Ringtail data storage fee and Reference data storage fee is considered when determining if the minimum has been met. • As part of monthly billing processes, FTI reserves the right to audit for unusual behavior by the Client intended only to circumvent charges related to the use of the Ringtail application and primary file share. If FTI observes repeated efforts by the Client to temporarily remove data volumes from the primary share in an attempt to avoid service charges at the expense of FTI, those data volumes will be included in the volume calculations for the Ringtail file share as opposed to the reference file share. • FTI requires the Client to submit any requests to Decommission a Case by the 15th day of the calendar month otherwise the charges will apply to the subsequent invoice. • Any exception handling for Ringtail Ingestions or ESI processing would be an additional fee as outlined in the Fee Summary herein. • Expenses, In the event that FTI incurs expenses (for example, travel related to training such as hotel, airfare) Client will be charged at cost based on economy rates. Travel expenses for reimbursement shall be limited to airfare, hotel, meals, and transportation charges. Transportation charges include car rental, gasoline, tolls, cab fare, and parking fees. • Shippingand handling fees for the return of client media will be additional .and may vary based on the shipping carrier selected at FTI's sole discretion. Doc, No, 59105;3 @ 2015 FTI Consulting Teohnt logy LLC (Updated Q3-201 Page 6 0f ' Ifi C O N S U L T I N G Exhibit E: Service Level Agreement This Service Level Agreement (SLA) defines Ringtail Software as a Service (SaaS) ("Service"), outlines what will and will not be provided as part of the Service, and what is expected of both the City of Miami, FL, ("Client") and FTI Consulting Technology LLC ("FTI"). Any modification or amendment to the service level description must be agreed to in writing between both FTI and the Client. 1. Definitions The following terms have the meanings set forth below: a. "Availability" and/or "Available" refers to the ability of all "Authorized Users" to have access to the Ringtail application provided by FTI to the Client in accordance with the Agreement for the Service. b. "Authorized Users" shall mean the Client, Client's employees, and third party agents, customers and/or contractors granted access by the Client, who have a need to use the Software to accomplish Client's internal business purposes, all of whom are bound in writing (i) to protect the confidential and proprietary information of FTI and (ii) to comply with and be bound by the terms and conditions set forth herein. c, "Data" pertains to information associated with the Client's projects and involves the use of the Service. d. "Data Store" is defined as an allocation of data storage that is specific to Client Data and is securely isolated at a logical level from other Client Data. FTI will provide data storage accessible by the Client within FTI's data center or using a third -party data storage provider at FTI's sole discretion which may require additional services fees subject to the Parties signing an updated Exhibit A—Service Order Form. e. "Direct Control" includes network services to the Internet Service Provider (ISP) circuit termination point on the router in FTI's data center under FTI's Direct Control, if applicable (that is, public Internet connectivity); and all hardware, virtual servers, and software applications provided by FTI. "Documentation" consists of the Ringtail product documentation and online help, Service documentation (for example guidelines for Ringtail SaaS Administrators), forms related to the Service as well as documentation for third -party software. All documentation is available on the e -Delivery site. The "File Transfer" feature consists of a secure user interface to upload or download Data to the Data Store and uses industry standard encryption. Documentation on how to use the File Transfer feature is included in the Ringtail SaaS Quick Start Guide — Using the File Transfer Application document, available on the e -Delivery site. "Force Majeure" - Neither party will be liable to the other for any delay or failure to fulfill obligations caused by force majeure events, including but not limited to, acts of God, fire, earthquake, explosion, landslide, lightning, flood, or adverse weather not reasonably anticipated, riots, civil disturbance, epidemics, strikes, lockouts, acts of terrorism or war, or failure of public utilities or common carriers. If such reasons continue to prevent performance of either party's duties and obligations for a period of more than 60 days the parties will consult with each other for the purpose of agreeing what action should be taken, provided Doc No. 594650 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 1 of 12 rMF T I CONSULTING that the performing party may terminate the affected Services by'written notice to the nonperforming party. "Incident" is defined as a period of time lasting more than 15 minutes and during which the Service (or some portion of the Service) is not available to the Client. Start time of an Incident for FTI begins when FTI acknowledges, verifies, and can reproduce the problem. The Incident is considered resolved when it is no longer "repeatable" or observed by FTI. FTI distinguishes four potential Incident levels as specified in Table 1,0 herein j. "Licensed Users" means any Authorized Users that is designated as such by the Client to use the Software. Only Licensed Users will be counted by the FTI when applying the Licensed User Fees as set forth in Exhibit A — Service Order Form. k. "Maintenance Releases" mean upgrades (including but not limited to patches and fixes) of the Supported Products that: (i) correct errors in or improve the basic functionality of the Supported Products, and (ii) are provided generally to the Clients of FTI without charge, and are so designated as Maintenance Releases at FTI's sole option; provided, however, that "Maintenance Releases" shall not include New Products. I. "New Product" means software functionality offered by FTI that is not a Maintenance Release or a Version Release and is designated as a New Product at FTI's sole option. m. "Maintenance Windows" or "Scheduled Maintenance" are intervals of time during which maintenance may be conducted by FTI or authorized third -party personnel. "Media Handling Contact" is an Authorized User designated by the Primary Point of Contact who shall be granted permissions to request media handling services such as sending Client data on media (e.g. hard drives) to FTl for staging in the Data Store, or requesting outbound media exports of Client Data on media (i.e. hard drives) supported by FTI as outlined in the Documentation, and is responsible for all media returns or confirmation of media destruction by FTI. o. "Private On Demand" (POD) environment includes all hardware, virtual servers, and software applications under FTI's Direct Control as part of the Service. p. "Primary Point of Contact" is an Authorized User who has been designated by the Client to grant access to the Service for other representatives (as either an Authorized User or a Ringtail SaaS Administrator), create user accounts, receive maintenance notifications and is responsible for authorization of the Service Order Form and associated fees for requests to add or change Services. q. "Repeatable" is defined as an "Incident" that can be reproduced either through FTI's monitoring tools or by an FTI employee or his or her delegate. r, "Ringtail SaaS Administrators" are Authorized Users designated by the Client's Primary Point of Contact who shall be granted permissions as administrators to use the Service and may act as a Media Handling Contact in accordance with FTI's Standard Operating Procedures. Ringtail SaaS Administrators shall be granted access permissions to the Data Stores, Ringtail application, File Transfer feature, User Account Management feature, and self-service portal as well as access to Documentation for the Supported Products and the Service. s. "Scheduled Backups" are backups that are included as part of the Service and FTI's Standard Operating Procedures to allow for the recovery of Data in the event of a disruption of the Service. Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 2 of 12 CONSULTING t. "Service" consists of the hosted infrastructure, applications, software, and support under FTI's Direct Control. "Service Availability Percentage" or "Availability Percentage" is the percentage of time the Ringtail application under FTI's Direct Control is available for use by Authorized Users. Computed and measured as specified in section 10.b and in accordance with exclusions and exceptions defined herein. "Standard Operating Procedures" (SOPs) are the standard set of business practices that FTI uses to provide the Service. These procedures may change from time to time at the sole discretion of FTI. FTI shall notify the Client of any changes to FTI's SOPs within a reasonable period of time. w. "Supported Products" mean the Software and the Documentation for which Maintenance Services are to be provided, as identified in the List of Supported Products in Exhibit A: Service Order Form hereto. x. "Client" and "Authorized Users" are used interchangeably herein and mean a user designated by the Client with access to the Service and data hosted within the FTI POD environment. This includes not only employees but any third parties, agents, customers, and/or contractors (for example, legal counsel, witnesses, co-defendants, or other providers). "Unavailability" or "Unavailable" refers to the inability of all end users to have access to the Ringtail application associated with the Service. z. The "User Account Management" (UAM) feature consists of a user interface and application used by the Ringtail SaaS Administrator to create and manage user accounts as "Authorized Users". aa. "Version Release" means versions or releases of any Supported Products(s) that (i) add new features or functions to, alter the appearance of program screens in, or otherwise materially upgrade the performance of such Supported Product(s), (ii) are generally offered to FTI's Clients, (iii) are provided without charge to Clients who are subscribers of the Service and maintain a Ringtail SaaS Master Services Agreement with FTI and (iv) are so designated as a Version Release at FTI's sole option. 2. Service Configuration a. FTI will provide the following hosting and configuration services to the Client and will provide these services through use of virtualized and common infrastructure components within FTI's data centers: I. FTI will set up and configure the Private On Demand (POD) environment and/or additional services in accordance with Exhibit A: Service Order Form. This setup may change from time to time. The deployment of the POD environment includes FTI providing the following services: 1. The configuration and setup of the Ringtail servers and POD environment including: Network Access, Data Security and Logical Access Control, Redundant Infrastructure, Ringtail web servers, Ringtail agent server(s), Data Stores, Ringtail Processing Framework (RPF) servers, TIFF -on -the -Fly servers, and SQL Server database servers, as well as monitoring and backups. Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 3 of 12 IR CON SU LT ING a. The configuration of secure user access for up to 25 maximum concurrent users to the Ringtail SaaS Home Page as the user access gateway to the Supported Products and included Services. b. Ringtail data storage offers a primary file share used for transferring and storing files and Ringtail data, including images accessible by the Ringtail application. Ringtail SQL database volume will count as Ringtail data storage. c. FTI will provide a reference storage option for any files needing to be stored that do not need to be accessed by Ringtail. Reference data storage is a secondary file share for Ringtail SaaS Administrators to access (at their discretion) and used to store images or files not accessible by the Ringtail appiication.FTI will provide documentation on how to move data from Ringtail to the Reference storage data store as described in SaaS Administrator Guidelines. d. The Ringtail SaaS POD environment contains a file server that can support file copy rates of up to 100 Gigabytes (GB) per day between the Ringtail primary share and the reference storage using the Windows Explorer or equivalent file copy functionality made available for Ringtail SaaS Administrators to use only in accordance with the Service. File copying may impact the performance of the Ringtail SaaS environment and therefore it is recommended that file copying or file share changes or modifications be performed by the Client or during periods of low user activity in the environment or off-peak hours. e. Ringtail Processing Framework (RPF) servers (used to perform various Ringtail application functions, including data processing or ingestions) and/or TIFF -on -the -Fly servers may be configured and delivered either using shared servers used by multiple POD environments or dedicated to the POD environment allocated to the Client. 2. Installing the Supported Products listed in Exhibit A: Service Order Form and any third -party software required by FTI to provide or manage the Service. 3. The creation, management, and deletion of the user accounts (user name and password registration) for the Client representatives designated as Ringtail SaaS Administrators. 4. The configuration of secure user access for the Client representatives designated as Ringtail SaaS Administrators to the secure File Transfer services, User Account Management tool, the Data Store(s), Ringtail and the self-service portal. 5. Maintain a log of Ringtail SaaS Administrator user accounts created by FTI and disseminated to the Client in accordance with FTI's standard operating procedures. 6. Documentation (that is, product guides) for Administrators of the Software and the Service (the Ringtail SaaS Administrator Guidelines). 7. The configuration of certain Ringtail application portal administration functionality to grant Ringtail SaaS Administrators access to proper functionality of the Service as defined in the Ringtail SaaS Administrator Guidelines document. Doc No. 594650 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 4 of 12 CONSULTING b. FTI will provide media handling services, which includes receipt, staging, and the return of media, media export shipments sent to the Client's Media Handling Contact (MHC) or other parties as directed by the MHC when submitted as outlined in the Documentation (see the Ringtail Quick Start Guide - Media Handling and File Transfer Guidelines document). All media export shipments to Client's MHC or any other party shall be at the sole direction and under the control of the Client. FTI shall have no liability to the Client or any other party arising out of or relating to the shipment of media while the media is in possession of a carrier. Pursuant to Exhibit D and so long as not in violation of any State retention and public records laws, FTI will schedule the destruction of media and Client Data associated with the media sent to FTI after thirty (30) days of receiving media from the Client's Media Handling Contact(s). Upon request and in compliance with FTI's Standard Operating Procedures, FTI will issue documentation after completion and validation of the data destruction process, outlined in the FTI Standard Operating Procedure (SOP) for the destruction of data. FTI or a designated subcontractor will use a technique commonly referred to as de-gausse to destroy Client Data stored on a hard disk drive and obliteration to destroy Client Data stored on DVD or Compact Disk (CD) media. c. So long as not in violation of any State retention and public records laws, FTI will decommission a POD environment, a Ringtail case database, and destroy all Client Data upon request or if the Client notifies FTI of their intent to terminate the Service. 3. Backups and Disaster Recovery a. Backups FTI will perform scheduled backups, which include the following: L During setup and provisioning of the POD environment allocated to the Client according to the Terms of Service, FTI shall perform a weekly full data backup of the POD Data Stores and Ringtail SQL databases, but not the local drive(s) on the utility server or the virtual machine (VM) images. ii. On a daily basis, FTI performs an incremental backup of Client Data within the POD environment to include SQL database and POD file server contents. All backups are retained onsite for 45 days iii. FTI shall only offer to restore data or databases within the forty-five (45) day data retention period. FTI shall offer data restoration for a fee. FTI will offer to assist Client requests to certify the destruction of all matter -specific data. iv. Any personally identifiable information ("PII") or equivalent information shall be identified by the Client when they provide it to FTI and any additional measures the Client requests beyond FTI's normal practice need to be documented as part of any engagement or use of the Service. Disaster Recovery For FTI's Ringtail SaaS service, there is a Disaster Recovery option outlined in Exhibit A — Service Order Form at an additional fee. The Recovery Point Objective (RPO) is 24 hours and the Recovery Time Objective (RTO) is 168 hours. Doc No. 594650 O 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 5 of 12 ru F T I' CON S U LT ING 4. Supported Products The Service includes access to certain Supported Product(s) and pursuant to the List of Supported Products included in Exhibit A: Service Order Form. FTI may rely upon various third -party software, hardware and services to provide the Service. FTI may combine and decouple these and other products and functionality for inclusion in new products and services. Supported Product(s) will be updated in accordance with Section 5: Maintenance Services of this Agreement. Supported Products includes: a. The then -current generally available Version Release of the Software provided by FTI including: Ringtail (including the latest service pack available), which includes Quick View Plus (or comparable viewing tools). FTI maintains the licensing for the use of Quick View Plus and provides it to the Client for use in conjunction with Ringtail during the life of the Agreement. b. Ringtail Analytics (featuring Cubes, Mines and Document Mapper) are Supported Products available to the Client as part of a Service Plan pursuant to the Services listed in Exhibit A: Service Order Form. c. Ringtail Predictive Coding (and Sampling) are Supported Products available to the Client as part of a Service pursuant to the Services listed in Exhibit A: Service Order Form. d. Ringtail Ingestions is a Supported Product available to the Client as part of a Service pursuant to the Services listed in Exhibit A: Service Order Form. e. TIFF -on -the -Fly Software for automated TIFF generation. f. All other products and services listed hereunder are considered "non-core" for the purposes of this agreement. FTI, at its sole discretion, reserves the right to replace or discontinue providing any non-core product or service. i, User Account Management ii. File Transfer iii. Data Store(s) iv. Self-service portal for support 5. Maintenance Services a. Maintenance Services for Supported Products. i. FTI will use reasonable efforts to maintain an Internet website(s) at which the following technical support resources will be available: (a) articles and publications providing information about the Supported Products, (b) information and notification about Version Releases of Supported Products, (c) Documentation with respect to Supported Products available for downloading by the Ringtail SaaS Administrators, (d) a self-service portal for initiating requests or reporting an Incident to FTI Support in accordance with Section 9 of this agreement. ii. FTI will provide Client with Version Releases and Maintenance Releases as part of the Service and in accordance with Maintenance Windows in Section 6 of this agreement. b. Exclusions from Maintenance Services. The Maintenance Services do not include any technical support made necessary, in whole or in part, directly or indirectly, by (a) use or operation of any Software, Documentation or other product other than Supported Product(s), (b) use or operation of any of Supported Product(s) in a manner which conflicts or is otherwise inconsistent with any applicable operating specifications or Documentation related to such Supported Product(s), (c) any modification, revision, variation, translation or Doc No. 594650 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 6 of 12 ifi F T I " C O N S U L T I N G alteration of any Supported Product(s) not made by FTI or with FTI's written authorization and in the manner so authorized, (d) any use of any Supported Product(s) by any person not authorized under the this Agreement or FTI to do so, (e) Client's failure to ensure that all persons using or operating any Supported Product(s) are sufficiently trained in the use of and competent to use and/or operate such Supported Product(s), (f) user error, (g) defects in or inadequate maintenance of computer equipment and/or software manufactured or produced by parties other than FTI, (h) use of a version of a Supported Product that has been superseded by at least one Version Upgrade for at least six months, and/or (i) any failure by Client to comply with any term or provision under this Agreement or the Software End User License Agreement (EULA). The EULA is displayed the first time a user logs in to Ringtail, and the user must accept the EULA. ii. The Maintenance Services do not include any training services. Client and FTI may separately agree upon any training to be provided by FTI and the cost for any such training to be paid by Client, including the cost of travel, accommodations and meals for training staff when travel is required. iii. The Maintenance Services do not include the diagnosis or repair of errors, faults, defects or other problems that are not caused by the Supported Product(s). iv. The Maintenance Services do not include any technical support for any entity or individual that is not the Client or Authorized User designated as a Ringtail SaaS Administrator by the Primary Point of Contact. V. Unless otherwise agreed by the parties, the Maintenance Services include the provision of or support and maintenance services for any New Products. Maintenance Windows FTI provides maintenance for all hardware, software, and network components in order to maintain the Service Availability. For maintenance scheduled for the third (3rd) weekend window, FTI will notify the Client of the applicable Maintenance Window at least 7 (seven) days in advance. a. As part of maintenance and support, FTI reserves the right to utilize the following Maintenance Windows: The four-hour period commencing at 10:00 p.m. Thursday and ending at 2:00 a.m. Eastern Standard Time on Friday. On the third weekend of each month, the twenty-six (26) hour period commencing at 8:00 a.m. on Saturday and ending at 10:00 a.m. Eastern Standard Time on Sunday. 7. Support FTI or its designees agree to provide telephone and self-service portal support to the Authorized Users designated as Ringtail SaaS Administrators during the following hours: Monday — Friday 8:00 a.m. —12:00 a.m. (midnight) Eastern Standard Time Saturday — Sunday 9:00 a.m. — 6:00 p.m. Eastern Standard Time Such support services shall not, however, be provided on FTI's or its designees' U.S. holidays. In the event a holiday falls on a weekend, FTI reserves the right to acknowledge the holiday on both the weekend day, as well as the preceding Friday or following Monday. For example: If Christmas Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 7 of 12 F F T I �' fl CONSUL'T'ING falls on a Sunday, support would not be provided Sunday (Christmas` Day) or the following Monday. a. Support is available by phone 24 hours each day, 7 days each week for Severity Level I and II Incidents as defined in Table 1.0 and in accordance with FTI's Standard Operating Procedures. b. Contacting Support: For all inquiries a ticket should be submitted through FTI's self- service portal help desk, which is currently located at http://selfservice,FTITechnology.com. Client acknowledges that Tier 1 support will be provided by the Client's internal administrators and support team prior to submitting the inquiry to FTI. c. FTI will assign an account manager to the Client to assist with onboarding orientation and to act as a point of contact for general inquiries about the Service, Support, additional services or as an escalation point for technical issues. 8. Service Level Commitment FTI uses reasonable commercial efforts to provide the Client with a 99.5% Availability (Availability Percentage) on the Ringtail application under FTI's Direct Control. This section details the measurement criteria, Incident levels, and respective Exclusions. a. Measurement i. Availability Percentage shall be calculated as follows: fn- A n ii. ."x" is the Availability Percentage. iii. "n" is the total number of minutes in a given calendar month. iv. "y" is the total number of minutes the Ringtail application under FTI's Direct Control is not Available in a given calendar month. b. Exclusions and Exceptions Specifically excluded from "n" and "y," as defined in section 10.a, and defined as Exceptions to the levels of Availability provided herein are: Delays resulting from the unavailability of Client personnel to resolve Client or administrative issues; or perform appropriate local testing; Issues associated with Client -provided hardware, software, and other equipment, including but not limited to Client's infrastructure; end user systems; and Client's Local Area Network (LAN) or Wide Area Network (WAN); Issues associated with Client -provided or Client -leased Local Area Networks or ISP connections; iv. Issues arising from the misuse of the Services by any Authorized User; Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 8 of 12 UM F T I' CONS U LT ING v. Issues or delays caused or resulting from factors outside of FTI's Direct Control; vi. Scheduled Maintenance or Maintenance Windows as defined herein; vii. Proactive downtime to quarantine a known virus; viii. Downtime to install and enable a patch or e -fix in advance of a Maintenance Window; ix. Reasons of Force Majeure; x. Degradation in the speed and responsiveness of document searches may be encountered during the periods in which FTI performs indexing functions at the request of Client or its counsel, or during regularly scheduled updates. Such degradations may continue until the indexing is completed; A. Erroneous or non-responsive searches caused by index corruption and index errors or search results that vary due to upgrades or patches installed on the third -party indexing component at the instruction of the indexing product developers; xii. Delays resulting in searching Client Data when loading Client Data into the software or when performing other Client Data transformation activities within the Services infrastructure; xiii. Issues or delays caused from copies to or from Reference storage. xiv. Issues or delays arising from the misuse of the Service by Client or Client's Authorized (End) Users under the applicable terms of the Service described herein. c. Incident Management Table 1.0 Incident Levels and Classification Severity Level I - Severe Severity Level II — Critical Severity Level III — Urgent Ringtail SaaS is unavailable to Authorized Users. Ringtail SaaS is available but in a significantly impaired manner, including highly degraded system performance or responsiveness. Component issues within Ringtail SaaS affecting the productivity of Authorized Users and for which there is an immediate workaround solution. Severity Level IV — Important Failure of a redundant service or device within Ringtail SaaS which does not impact the productivity of Authorized Doc No. 594650 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 9 of 12 F F T I' CONSULTING Users. Severity Level V - Undetermined Issues, errors, or bugs within the Ringtail SaaS Services affecting the productivity of authorized user(s), whereby the impact is limited and does not meet Severity I — IV definitions. 9. Client Responsibilities a. The Client's Primary Point of Contact shall designate one or more representatives (each a Ringtail SaaS Administrator) who shall receive access as a Ringtail SaaS Administrator and orientation training with respect to the Service. Thereafter, the Ringtail SaaS Administrator(s) will act as the primary technical contact persons with respect to the use of Support, the POD environment, and the Service. Unless otherwise agreed upon by the Parties, all communications from FTI to the Client relating to this Agreement and the Maintenance Services provided hereunder shall be directed to the Primary Point of Contact. The Primary Point of Contact for the Client, including relevant contact information, is set forth in the Service Order Form. b. The Primary Point of Contact is responsible for completing all required Service Order Forms and submitting a request using the self-service portal ticketing system to contact FTI for support or requesting additional services as outlined in the Ringtail SaaS Administrator Guidelines document. c. The Client's designees who receive Ringtail SaaS Administrator access are responsible for performing administrative tasks as outlined in the Documentation: i. Performing all administrative tasks and configuring functionality of the Software as outlined in the Ringtail SaaS Administrator Guidelines document and Software Documentation. ii. Completing all required job request forms for additional services or support by submitting a request using the self-service portal ticketing system to contact FTI. d. The Client is responsible for providing an Internet connection, and adhering to the client system requirements compatible with the Software listed in the Exhibit A- Service Order Form and documentation for all Authorized Users to access the Service. This includes patches to Microsoft Windows operating systems for Client desktops, Client's use of third -party interfaces (not included in the Service), Internet browsers, and network connectivity software. e. Client will contact their FTI representative during business hours to request additional users beyond the number of user licenses included with the Service as listed in Exhibit A — Service Order Form. FTI may require up to 48 hours to grant additional user licenses to the Client and configure the Private On Demand (POD) environment f. Client will notify FTI Client Services through the Self Service Portal when Ringtail SaaS Administrator access should be terminated, due to no longer needing access to Client data, or due to no longer being employed by Client. Client is responsible for managing all other Authorized Users of the Service not designated as Ringtail SaaS Administrators through use of the User Account Management (UAM) feature provided by FTI. Emergency account deactivations for Ringtail SaaS Administrators will be available by electronic pager or by an on - Doc No. 594650 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 10 of 12 CONSULTING call service 24 hours each day, 7 days each week. Client recognizes that emergency account deactivation will be limited to two (2) requests per calendar month. Each request shall not exceed five (5) accounts and shall be submitted to FTI in accordance with FTI's standard SOPs. g. Client's Primary Point of Contact or the designated Ringtail SaaS Administrators must notify FTI to request the return of original materials provided by the Client to FTI, and all materials created by FTI for the Client as a result of an engagement; provided, however, that with respect to backup media, such materials will be overwritten or destroyed, subject to FTI's normal schedule for overwriting and destruction, as the case may be. h. The Client's Primary Point of Contact or the designated Media Handling Contact (MHC), who must be a Ringtail SaaS Administrator, may send physical media (for example, hard disk drives) to FTI instead of uploading data using the File Transfer application. If so, the Client shall retain the original media and send only copies of the original media. The Client shall send a Media Handling Request Form with the media and submit a self-service portal ticket to FTI. After the media has been staged, FTI shall update the ticket and notify the Client's designated Media Handling Contact. The Media Handling Contact shall acknowledge verification of staged data by adding a comment to the ticket. After the Media Handling Contact has added a comment to the ticket (acknowledging that the data has been staged), the Media shall be destroyed onsite by FTI sometime after 30 days and in accordance with FTI's media destruction schedule and Exhibit D. This shall serve as the only notification by FTI regarding the destruction of this media. If the MHC does not add a comment to the staging ticket within 30 days after FTI has added a comment to the ticket (notifying the MHC that the data has been staged), FTI shall invoice the Client for storage of the media on a monthly basis per media item (starting on the 31 st day and until the media has been destroyed.) Data stored by FTI for longer than 30 days may be stored off site at FTI's sole discretion. After the media has been destroyed, FTI shall attach documentation to the Media Destruction support ticket. The Client shall have access to this information in the self- service portal. L If the Client requests a media export to be shipped by FTI to the Client's Media Handling Contact (MHC) or other parties as directed by the MHC, the Client shall send a Media Handling Request Form with the media and adhere to the Media Export procedure as outlined in the Documentation (see the Ringtail Quick Start Guide - Media Handling and File Transfer Guidelines document, available on the e -delivery site), j. The Client is responsible for submitting requests to FTI to decommission a case by the 15th day of the calendar month otherwise the charges will apply to the subsequent invoice. 10. Terms of Use a. The FTI environment is only to be used for purposes as specified herein or in Exhibit A: Service Order Form. b. Client will use commercially reasonable efforts in cooperating with FTI to ensure that all users of FTI's system comply with these Terms of Use. c. Client agrees not to transmit, re -transmit or store materials on or through the FTI environment that are illegal or put FTI at significant risk for liability for the POD environment. d. Client is solely responsible for the content of any postings, data or transmissions using the Service or any other use of the Service by any person or entity Client permits to access the Service. e. Client represents and warrants that it will (a) not knowingly use any FTI equipment or services in a manner that (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt third -party use or enjoyment of any communications service or outlet; Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 11 of 12 CONSULTING (b) not violate or tamper with the security of any FTI computer equipment or program; and (c) cause its End Users to agree with the Terms of Use described in this section. f. If FTI has reasonable grounds to believe that Client is utilizing the Service in violation of this Section 12, FTI may suspend or terminate the Service provided to FTI identifiable Authorized User Accounts after providing Client with written notice and a ten (10) business day cure period. When possible, FTI will notify Client in advance of actions it may take to limit Client's or its Authorized Users' access to the FTI environment, except when prohibited by government regulation, law or judicial ruling, or as required to protect FTI's network, g. These Terms of Use may be modified from time to time by FTI, subject in each instance to Client's approval, which shall not be unreasonably withheld. h. Client Authorized Users shall make support inquiries first to the internal Client Support contacts indicated and only Client's representatives designated as Ringtail SaaS Administrators may escalate end user inquiries to FTI's Client Support helpdesk according to the terms in Section 9 — Support or through the self-service portal. Doc No. 594650 © 2015 FTI Consulting Technology LLC (Updated Q3-2015) Page 12 of 12 EXHIBIT C: INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Doe No. 594672 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Doc No. 594672 8 9 Data stored by FTI for longer than 30 days may be stored at FTI's offsite vendor at FTI's discretion. �hfT�i• se���ui`e irie�"ra d�ra��sal� `I s�iall �a�`�ho cert�flc�te o�-cles#�C%c�ion fa the IVl��li� C�estru��fion ti,�itefi TfS� �{eritsh'all nave access tb tNi� I�forma,�ior�i,n t�� sa(,f se,�l� Client Policy Acceptance By signing below, the signee acknowledges and agrees to the above FTI policy. Signature Company Confidential Doe, No. 594651 Title Date Page 1 of 1 Property of FTI Consulting Technology LLC. i ;csmtrtent.[PY3� FT"iw1(char'gi n nfh per 'Media item' [n thsfI �.day i�te�efY�� �Tl ttoflfiies tiiz'