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Staff Report: Professional Services Agreement with CBI Page 1 of 2 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Karen Stambaugh, Assistant City Attorney SUBJECT: Professional Services Agreement with Creative Breakthroughs, Inc. for purchase and implementation of e-discovery software platform MEETING DATE: September 28, 2015 AGENDA ITEM TYPE: Consent. RECOMMENDATION: Authorize the City Manager to sign the Professional Services Agreement with Creative Breakthroughs, Inc. (CBI) for the purchase and implementation of Symantec Clearwell, an e-discovery software platform. BACKGROUND: For more than a year, IT and Legal staff have been researching and considering the feasibility and advisability of purchasing e-discovery software. An e-discovery tool will allow the City to more easily identify, collect and produce electronically stored information (ESI) in response to requests for public records as well as for document production in litigation. ESI can include emails, documents, presentations, databases, voicemail, audio and video files, and social media sites. The identification and collection of ESI is complex because of the sheer volume of electronic data produced and stored by the City. In addition, ESI, unlike hardcopy documents, often contains “metadata” such as time-date stamps, author and recipient identification, and other file properties. To comply with state and federal discovery rules, and to avoid claims of spoliation in litigation, the City must preserve and produce the original ESI content and metadata. During the discovery process, potentially relevant documents must be placed under litigation hold so that they cannot be modified, deleted, erased or otherwise destroyed. The e-discovery tool automates the litigation hold process so that the Legal Department can more efficiently place, manage, and release the holds. The e-discovery tool will then search every data source, including servers, laptops, and other devices, collect and index the documents, and automatically perform several culling functions that can reduce the volume of data to be reviewed by up to 90%. The data collected is hosted in a secure environment for review by inside and outside legal staff, who code the documents for relevance. The tool allows reviewers to segregate and redact 24 Staff Report: Professional Services Agreement with CBI Page 2 of 2 privileged or privacy-protected information before production. In addition, the tool will run reports allowing the City to defend the discovery process to opposing counsel and the court. The key benefits of using an in-house e-discovery tool include: Increased transparency and control of the discovery process from legal hold and collection through production using a single platform. Reduction of the universe of documents to be reviewed by removing duplicate and irrelevant documents. Document review is the single most costly part of the discovery process, so the ability to dramatically reduce the number of documents to be reviewed directly reduces legal fees for outside counsel and time spent by in-house legal staff. Cost savings from moving search and collection efforts in-house by eliminating the need to hire costly outside discovery vendors. Cost savings from moving some or all of the document review function in-house rather than paying outside legal fees. The ability to more proactively analyze and assess the strengths and weaknesses of a case earlier in the litigation, resulting in better strategic decision-making by City management and the City Commission. Defensibility of the City’s discovery process in court. Ability to more quickly and easily respond to requests for public records. UNRESOLVED ISSUES: None. FISCAL EFFECTS: The total cost of the contract is $184,251.00. This amount will be paid in three equal interest-free installments, with the first payment of $61,417.00 due on October 1, 2015, the second payment of $61,417.00 due in July 2016 and the final payment due in July 2017. ALTERNATIVES: As suggested by the City Commission. Attachments: Professional services agreement with CBI. Report compiled on: September 18, 2015 25 cbi_info@cbihome.com | 800.747.8585 Page | 1 Master Services Agreement THIS MASTER SERVICES AGREEMENT, including all schedules and exhibits (“Agreement”) is entered into as of _____________________, 2015 by and between Creative Breakthroughs, Inc., a Michigan corporation and/or its subsidiaries (“CBI”), and the City of Bozeman, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 N. Rouse St., Bozeman Montana, with a mailing address of PO Box 1230, Bozeman MT 59771 (“City”). This Agreement shall govern in the event of a conflict with a Statement of Work or other similar work order (“SOW”) unless the SOW expressly references a section in this Agreement and specifies that the SOW shall control in the event of a conflict with such referenced section. 1. Scope of Services. CBI will provide Services to City on a non-exclusive basis in accordance with the terms and conditions of this Agreement, the SOW attached hereto as Exhibit A, and any applicable Change Orders (the “Services”). Services may contain certain deliverables (the "Deliverables") to be provided by CBI, as described in the applicable SOW. 2. Fees/Expenses/Taxes. City shall pay CBI the fees (“Fees”) set forth in the SOW, plus materials stated on any bill of materials that is part of the SOW for the Services set forth in the SOW. City further agrees to reimburse CBI for reasonable travel and living expenses incurred by CBI in connection with the performance of Services. Expenses are subject to the CBI Travel Policy, available upon request. City will pay or reimburse to CBI if invoiced by CBI all sales, service and value added taxes, and any other tax of any kind whatsoever (other than tax imposed upon the income or profits of CBI or any franchise tax imposed on CBI), customs duties, import fees or other similar charges, and all other mandatory payments imposed by government entities with respect to the Services or other items provided under the SOW. CBI will bill applicable taxes as a separate item on City’s invoice and will not include them in the Fees. If a transaction is exempt from tax, City will provide CBI with a valid exemption certificate or other evidence of such exemption in a form acceptable to CBI. If City is required by law to withhold any tax from the payment of Fees, City will provide to CBI original or certified copies of all tax payment receipts or other evidence of payment of taxes by City with respect to transactions under the SOW. If City fails to provide CBI with such tax payment receipts, if applicable, then City will reimburse CBI for any fines, penalties, taxes and other governmental agency charges resulting from such failure. 3. Payments. Unless otherwise expressly stated in the SOW, City shall pay CBI invoiced amounts in full within thirty (30) days of the invoice date (“Due Date”). If any sum payable to CBI is not paid in full by the Due Date, CBI reserves the right, without prejudice to any other remedy, to (a) charge interest on such overdue sum on a day to day basis from the Due Date until paid in full the lesser of one and one- half percent (1.5%) per month or the maximum rate permitted by applicable law; and/or (b) suspend the provision of the Services upon five (5) days prior notice, until paid in full. City shall also be responsible for all external and internal collection costs incurred by CBI in connection with past due invoices. All Fees paid or payable for Services are non-cancellable and non-refundable. 26 cbi_info@cbihome.com | 800.747.8585 Page | 2 4. Delivery; Acceptance. CBI will perform the Services and provide the Deliverables according to the schedules set forth in the SOW (“Project Schedule”). After CBI has completed the Services and/or Deliverables pursuant to the Project Schedule, CBI will notify City in writing of the completion of such Services and/or Deliverables, as applicable. City may conduct reasonable acceptance tests as may be specified in the SOW to verify that the Services and Deliverables conform, as applicable, to the SOW (“Testing Period”); provided that if the SOW does not specify a time period, then the Testing Period shall be five (5) days. “Acceptance” will occur upon successful completion of the Testing Period, as reasonably determined by City. If City does not notify CBI of its Acceptance within such Testing Period, City shall be deemed to have accepted CBI’s completion of the applicable Services and Deliverable(s) under the SOW. If City reasonably believes the Services and/or a Deliverable has not been successfully completed, City will provide CBI with a written notice within the Testing Period, including a description of the reasons the Services and/or Deliverable failed (“Failure Notice”). CBI will have five (5) days following receipt of the Failure Notice to present a corrective plan (“Corrective Plan”) to City that outlines CBI’s plan to correct the errors described in the Failure Notice. Upon completion by CBI of the Services and/or Deliverables outlined in the Corrective Plan, City will have five (5) days to repeat the Testing Period. 5. Term; Termination. (a) Term. The Term of the agreement between CBI and City will be as set forth in the applicable SOW and means the applicable effective period that Services are provided under a SOW. (b) Termination. Unless otherwise set forth in the SOW, this Agreement may be terminated by either party immediately, if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or similar action for the benefit of creditors as a consequence of debt, or otherwise ceases or threatens to cease business. Either party may terminate this Agreement in the event of a material breach by the other party of this Agreement. Such termination shall be effective following the non-breaching party’s written notice to the breaching party describing the alleged default in reasonable detail, if the breaching Party fails to cure such breach to the satisfaction of the non-breaching party within ten (10) days of its receipt of the default notice (or, if such cure cannot be completed in ten (10) days, if the defaulting party fails to commence such cure within such time period and pursue such cure diligently until the default is remedied). Should conditions arise which, make it advisable to either party to cease performance under this Agreement, either party may terminate this Agreement by written notice. The termination shall be effective upon 30-days written notice and shall be without prejudice to any claims that either party may otherwise have against the other. 27 cbi_info@cbihome.com | 800.747.8585 Page | 3 Subject to any termination conditions and/or payments specified in the applicable SOW, upon termination of a SOW, CBI will be entitled to be paid for all work performed, including fees and expenses, up to the effective date of termination. 6. WARRANTIES. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED CONCERNING THE SERVICES AND DELIVERABLES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.1. Warranties. CBI covenants that (i) it and its employees, consultants and subcontractors (“CBI Personnel”) providing Services have the necessary knowledge, skills, experience, qualifications and resources to perform the Services in accordance with the SOW, (ii) the Services will be performed in a good, diligent and workmanlike manner in accordance with industry standards and applicable laws and governmental regulations, (iii) Deliverables will perform substantially in accordance with specifications, and (iv) City’s use of the Services in accordance with this Agreement will not infringe on any copyright, patent, trade secret or other proprietary right held by any third party. If any material portion of the Services or Deliverables do not conform to the forgoing covenants, and City notifies CBI within thirty (30) days of completion of the Services and delivery of Deliverables, then CBI will work diligently to re- perform the nonconforming portion of the Services so that they conform and redeliver the nonconforming portion of the Deliverables so that they conform. If the preceding remedies are not fulfilled within a reasonable time, upon request by City, CBI will refund the price paid for the nonconforming portion of the Services and refund the price paid for nonconforming Deliverables that are returned to CBI. CBI will not be responsible for nonconformities arising from inaccurate or incomplete data or information provided by City, or for failures or delays caused by City’s failure to perform its obligations under the SOW or these Services Terms and Conditions. In addition, CBI covenants that it will either own or otherwise have sufficient rights to license to City all of the Deliverables furnished by CBI in connection with the Services. Except as otherwise set forth in this Section 6.1, CBI hereby waives and disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability and fitness for a particular purpose. 6.2. City Cooperation. City agrees to reasonably cooperate with CBI in the performance of Services. City further agrees to take any and all actions reasonably necessary to enable CBI to perform the Services contemplated herein in an effective and efficient manner. 6.3. Security and Safety. CBI covenants that it and CBI Personnel, while present at the facilities of City, will comply with the commercially reasonable security and safety policies of City that are provided to CBI. 7. Place of Performance. The Services to be performed pursuant to the SOW may be rendered at City's, CBI's, or a subcontractor's facilities or at other suitable locations mutually agreed by CBI and City. 28 cbi_info@cbihome.com | 800.747.8585 Page | 4 8. Ownership of Deliverables. CBI and City agree that except as specifically provided herein, all Deliverables are the property of City. CBI and City further agree that any know-how, processes, techniques, concepts, methodologies, or tools CBI uses in performing assessment, gap analysis and/or policy model related services (“CBI Intellectual Property”) shall not be considered a work-for-hire and shall remain the exclusive property of CBI. 9. Cancellation Policy. Except as otherwise expressly provided in the SOW, City agrees to provide CBI with at least five (5) business days' prior written notice of its intention to delay, extend or release a scheduled date for CBI to provide Services. If City provides less than five (5) business days' written notice for delaying, extending or releasing assigned consultants, CBI may invoice City and City will pay for up to forty (40) hours of consulting services to the extent that CBI is not able to reschedule each such consultant through commercially reasonable efforts. 10. Use of Name and Publicity. CBI and City each agrees that it will not, without prior written consent of the other party in each instance, use in advertising, publicity or otherwise the name of such party or any of its affiliates, or any partner or employee of such party or its affiliates, nor any trade name, trademark, service mark, logo or slogan of such party or its affiliates. 11. Confidential Information. 11.1. Confidential Information Defined. "Confidential Information" as used herein means all information proprietary to a party or any of its customers or suppliers that is marked as confidential or that due to its nature is known or in good faith should be known to be confidential. Confidential Information of City will be deemed to include, without limitation, all such data to which CBI obtains access by performing the Services and any Deliverable containing such data. Confidential Information of CBI will be deemed to include, without limitation, its methodologies, intellectual property, templates, report, policy and plan formats, Deliverables (except City data), scripts and tools. The obligations of the party ("Receiving Party") that receives Confidential Information of the other party ("Disclosing Party") with respect to any particular portion of the Disclosing Party's Confidential Information shall not attach or shall terminate, as the case may be, when any of the following occurs with respect to such Confidential Information: (i) it was generally available to the public at the time of disclosure to the Receiving Party, (ii) it entered the public domain or became generally available to the public through no fault of the Receiving Party subsequent to the time of disclosure to the Receiving Party, (iii) it was or is furnished to the Receiving Party by a third parting having the right to furnish it with no obligation of confidentiality to the Disclosing Party, or (iv) it was independently developed by the Receiving Party by individuals not having access to the Confidential Information of the Disclosing Party. 11.2. Obligations. The Receiving Party agrees not to disclose or use any Confidential Information of the Disclosing Party in violation hereof and to use Confidential Information of the Disclosing Party solely for the purposes hereof. Upon demand by the Disclosing Party, the Receiving Party shall return to the Disclosing Party all copies of the Disclosing Party's Confidential Information in the Receiving Party's possession or control and destroy all derivatives and other vestiges of the Disclosing Party's Confidential Information. 29 cbi_info@cbihome.com | 800.747.8585 Page | 5 11.3. Need to Know. The Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, officers, directors and representatives who have a reasonable need to know such Confidential Information in connection with the Services; provided, however, that each Party shall have first notified such employees, contractors, and/or agents of the terms of the confidentiality obligations contained in this Agreement and obtained their written agreement to comply with and be bound by the all of these terms. In connection therewith, each party shall provide the other party with a written list of every non-employee to whom it intends to disclose Confidential Information, prior to any disclosure to such individual or person and shall not make any such disclosure if the other party objects. Each party may from time to time establish reasonable procedures affecting the foregoing and, upon receiving reasonable notice thereof, the other party agrees to be bound by those reasonable procedures. Disclosure of Confidential Information required by court or government order shall not constitute a violation of this provision provided the Disclosing Party has been given notice, if legally permitted, of such order by the Receiving Party. 11.4. Systems. If a party is given access, whether on-site or through remote facilities, to any computer or electronic data storage system of the other, such access and use shall be limited solely to performance within the scope of the SOW and the party provided access shall not knowingly access or attempt to access any computer system, electronic file, software or other electronic services other than those specifically required to fulfill its obligations under the SOW. All user identification numbers and passwords shall be deemed to be Confidential Information. 11.5. Ownership. All Confidential Information of the Disclosing Party shall remain the exclusive property of the Disclosing Party. 11.6. Injunction. Both parties agree that violation of any provision of this Section would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and that the Disclosing Party will be entitled to immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. 12. Independent Contractor Status. The parties agree that CBI is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for workers’ compensation or any other purpose. CBI is not authorized to represent the City or otherwise bind the City in any dealings between CBI and any third parties. 13. Indemnity/Waiver of Claims/Insurance. For the professional services rendered, to the fullest extent permitted by law, CBI agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by (i) any breach of any of CBI’s representations, warranties or covenants hereunder, (ii) CBI’s performance of Services, (iii) the negligence or willful misconduct of CBI or CBI’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section 13 must not be 30 cbi_info@cbihome.com | 800.747.8585 Page | 6 construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). CBI’s indemnity under this Section 13 shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against CBI to assert its right to defense or indemnification under this Agreement or under the CBI’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, CBI shall at CBI’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in this Section 13. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and CBI shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: Workers’ Compensation – statutory; Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; and Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General Liability policy. The insurance and required endorsements must be in a form suitable to City and shall include no less than a sixty (60) day notice of cancellation or non-renewal. 31 cbi_info@cbihome.com | 800.747.8585 Page | 7 The City must approve all insurance coverage and endorsements prior to CBI commencing work. CBI shall notify City within two (2) business days of CBI’s receipt of notice that any required insurance coverage will be terminated or CBI’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the CBI commencing work. 14. Notices. All notices and other communications hereunder will be in writing and deemed delivered one (1) day after being sent by a nationally recognized overnight courier service or three (3) days after being sent certified U.S. mail, return receipt requested, postage prepaid. All notices and other communications hereunder will be given to the party at the address indicated in the SOW. 15. No Third-Party Beneficiary. This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 16. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 17. Governing Law. The SOW and these Services Terms and Conditions will be governed by, and construed and enforced in accordance with, the laws of the State of Montana, excluding conflicts of law principles. Exclusive jurisdiction for any lawsuit or claim in connection with the SOW and these Services Terms and Conditions shall be in the state or federal courts of the State of Montana. 18. Waiver. No forbearance, failure or delay in exercising any right, power or privilege is waiver thereof, nor does any single or partial exercise preclude any other or future exercise, or the exercise of any other right, power or privilege. No waiver of any provision shall be effective unless made in a writing signed by both CBI and City. 19. Severability. In the event that a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable in any circumstances, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected thereby. The parties authorize the court to modify any invalid or unenforceable provision to the extent necessary to make it enforceable under the circumstances. 20. Force Majeure. Neither party is liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond that party's control, and the party makes all reasonable efforts to perform; provided, however, this paragraph shall not apply to either party's obligations with respect to payments of money pursuant to the terms of this Agreement. 21. Integration. This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part hereof by reference are not binding on the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 32 cbi_info@cbihome.com | 800.747.8585 Page | 8 22. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means (for example, photocopy, facsimile or printed image) shall in all respects be considered an original. 23. Electronic Communications. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by CBI to show your acceptance of this Agreement), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the CBI Website. 24. Nondiscrimination. The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti- discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its sub-Contractors providing services under this agreement. Copyright © 2014 Creative Breakthroughs, Inc. All rights reserved. 33 cbi_info@cbihome.com | 800.747.8585 Page | 9 Agreement IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the Effective Date. Signature Signature Name Name Title Title Date Date Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 City of Bozeman 121 N. Rouse Bozeman, MT 59771 [THIS SPACE INTENTIONALLY LEFT BLANK] 34 35 CBI 1260 Woodward Heights Ferndale, MI 48220 help@cbihome.com 800.747.8585 Statement of Work City of Bozeman Symantec Clearwell Implementation Prepared by: Paul Ver Hoven pverhoven@cbihome.com 1.248.515.1366 September 15, 2015 Version 1.5 36 cbi_info@cbihome.com | 800.747.8585 Page | 2 Table of Contents Scope of Services .................................................................................................................................. 4 Objectives ............................................................................................................................................. 4 Project Overview ................................................................................................................................... 4 Project Staffing ...................................................................................................................................... 5 Assets/Components in Scope ............................................................................................................... 5 The CBI Services Process ....................................................................................................................... 5 Detailed Scope ...................................................................................................................................... 6 Project Deliverables .............................................................................................................................. 9 Assumptions .......................................................................................................................................... 9 Delivery Terms ................................................................................................................................... 11 Client Responsibilities ......................................................................................................................... 11 Change Order(s) .................................................................................................................................. 11 Project Governance ............................................................................................................................ 11 Fees and Invoicing ............................................................................................................................... 12 Reference ............................................................................................................................................ 13 Project Specific Terms and Conditions ................................................................................................ 13 Agreement ......................................................................................................................................... 14 Appendix A – Services Acceptance Form ............................................................................................. 15 Appendix B – Change Order to SOW ................................................................................................... 16 Appendix C – Contact Info .................................................................................................................. 18 Appendix D: Travel and Expense Policy ............................................................................................... 19 Services Terms and Conditions ........................................................................................................... 20 Appendix E – Pricing Breakdown ........................................................................................................ 21 37 cbi_info@cbihome.com | 800.747.8585 Page | 3 OPID/Contract Number: 32098 Date of Issue: 8/17/2015 Document Version: 1.5 Last Updated By: Paul Ver Hoven Technical Review: Jeff Goreski Risk Review: Terry Reese This Statement of Work ("SOW") is made by and between Creative Breakthroughs, Inc. (“CBI”) and City of Bozeman (“Bozeman”, "Client"), and is effective as of the date last signed below by the Parties ("Effective Date"). This SOW is governed by the CBI Terms and Conditions attached below and incorporated herein by reference ("Agreement"). Capitalized terms not otherwise defined in this SOW shall have the meaning set forth in the Agreement. In the event that this SOW is not signed by Client and submitted to CBI for execution within 90 days from the Date of Issue listed above ("Expiration Date"), CBI’s offer to perform the Services is null and void. 38 cbi_info@cbihome.com | 800.747.8585 Page | 4 Scope of Services Any Services not specifically set forth in the Scope of Services herein are considered out of scope. Objectives During our conversations with you, we have heard and understand your business concerns and with your assistance identified the following objectives for this project: 1. Install and configure Symantec Clearwell 2. Provide the ability to perform collections against the EMC-‐SourceOne environment Project Overview This service consists of the delivery of specified deliverables within this SOW for a fixed cost (“Fixed Cost”) engagement. As such the amount of payment does not depend on the amount of resources or time expended to complete the deliverables unless productivity is blocked or delayed by the Client. Payment will equal the amount of fees applicable to each completed project deliverable or milestone. Symantec Clearwell Implementation Service Summary The customer’s requirements are first assessed through a series of initial interviews and requirements gathering activities (a Pre-‐Engagement Questionnaire is an example of a tool used during initial data gathering). Then, through additional on-‐site interviews/requirements workshops (including white-‐board activities), and environmental analysis the consultant will determine: ¥ Where to place the Symantec Clearwell infrastructure components ¥ How to configure each Symantec Clearwell component including any associated integration, based on industry best practices and the business requirements ¥ How to configure policy based on the customers data / requirements ¥ Optimal overall design and configuration With a design in place, the consultant will assist the customer with: ¥ Installation and configuration of the Symantec Clearwell infrastructure required for the Pilot Deployment ¥ Integration with the customers environment ¥ Validation of Symantec Clearwell Infrastructure and Endpoint client functionality on test endpoints ¥ Creating required Symantec Clearwell agent installation scripts (if applicable) ¥ Distribution of required endpoint agents to a limited number of test endpoints 39 cbi_info@cbihome.com | 800.747.8585 Page | 5 Throughout this process the consultant will transfer knowledge to customer staff on basic Symantec Clearwell operational tasks. Engagement deliverables include assessment, design and configuration documentation. The goals of the project are: ¥ Deploy a limited scope of the Symantec Clearwell infrastructure and a number of agents deployed in their production environment. ¥ Configure, test and demonstrate the custom Clearwell data transfer script(s). ¥ Transfer knowledge to customer so that they may immediately continue production deployment. It is the customers’ responsibility to work with Symantec Technical Support to resolve outstanding installation issues affecting individual Symantec Clearwell components and to complete the deployment to the remainder of the endpoints, fine tune the policies, etc. (unless otherwise stated) Note: When appropriate, monitoring or detecting technologies are deployed with passive detection (alerting only) capabilities to avoid impacting normal business operations. The customer is provided with information on how to tune the configuration/policies to move from passive to active detection and blocking. Project Staffing This engagement will be staffed by the CBI Services group with the following roles: ¥ CBI Clearwell Services – Consultant ¥ CBI -‐ Project Management Assets/Components in Scope The following assets/components are in scope of the engagement Asset/Component Description Quantity Symantec Clearwell Server eDiscovery Server 1 The CBI Services Process CBI follows best practice methodologies for services and product implementations. There are six basic phases to our proven strategy: 40 cbi_info@cbihome.com | 800.747.8585 Page | 6 Detailed Scope Clearwell Deployment CBI will commence the deployment sessions by working with Bozeman’s IT management to determine an acceptable scope for pre-‐project analysis. ¥ Reviewing key goals, success criteria, roles, and responsibilities ¥ Providing a project plan and time-‐line for software implementation, including key milestones Discover Working with the IT staff, this phase will be used to outline and plan the following tasks, which need to take place before the engagement will begin: ¥ Analyze existing source data topology for eDiscovery ¥ Review existing data retention methodologies ¥ Review existing electronic discovery methodologies ¥ Interview key stakeholders to begin to map out role based administration o Application Administrators o HR (if required to use) o Legal (if required to use) 41 cbi_info@cbihome.com | 800.747.8585 Page | 7 Define the new Symantec Clearwell architectural design and placement Define workflow that adhere to the client’s requirements To perform this phase, Bozeman will need to provide the following information: ¥ Layout and design of network infrastructure ¥ Current policies and standards as it relates to the internal eDiscovery process ¥ Project stakeholders available to make key policy and role based administration decisions ¥ Storage and hardware procurement engineers to discuss storage and hardware best practices Assess In this phase, eDiscovery consultants conduct the data-‐gathering activities. They work with relevant team members to discuss the eDiscovery environment, clarify the problem areas, and gather information about the environment. The following tasks are examples of areas of concentration for the implementation: ¥ eDiscovery Platform product version and patches. ¥ Appliance or virtual machine configuration. ¥ Server-‐environment variables. ¥ Third-‐party product(s) review. ¥ Creation and testing of data backups. ¥ Case archiving and lifecycle workflow. ¥ Licensing. ¥ eDiscovery Platform module configuration and usage. CBI consultants analyze collected data from the Discovery phase. They look for opportunities to leverage features and functionalities that would help alleviate issues or better help meet the clients’ requirements. Issues regarding tuning, performance, and scalability are analyzed with remediation steps recommended. ¥ Develop and optimize eDiscovery capabilities: o Review client planning regarding performance and scalability. o Identify configuration requirements and associated change controls. o Identify client resolution priorities workflow. o Identify eDiscovery maintenance workflow. ¥ Identify areas to enhance to conform with eDiscovery Platform Best Practice Guidelines (as needed) Present 42 cbi_info@cbihome.com | 800.747.8585 Page | 8 The assessment report summarizes the findings and recommendations identified in the Analysis phase. CBI consultants may make recommendations on system capabilities. These findings and recommendations are intended to assist the client in developing and implementing a deployment process that includes a risk mitigation strategy, proper allocation of resources, and prioritizing tasks. Design |Build This phase involves the execution of the previously created design documents. ¥ Implementation of the Clearwell infrastructure ¥ Data migration leveraging custom scripts ¥ Full systems test and validation EMC Collector Deployment CBI will commence the deployment of the SourceOne collector application on the Clearwell server. Deployment of the collection application Validate the connection to the SourceOne email repository Validate the collection of the selected emails to the Clearwell server file location Validate the Clearwell ingestion process from the file system location Project Management Provide direction and control of project personnel, and to provide a framework for project communications, reporting, procedural and contractual activity. The subtasks are: ¥ Review the scope of work and any associated document with the Client project team ¥ Develop and maintain implementation schedule with Client Project Manager ¥ Establish and maintain project communications with Client Project Team ¥ Review and administer the change control procedure with Client project manager (as necessary) ¥ Manage issues and work with Client team and management to resolve deviations from the plan. ¥ Create and submit weekly status reports to Client project team and management ¥ Measure, track and evaluate progress against the implementation schedule ¥ Participate in regularly scheduled meetings with the Client project team ¥ Coordinate and manage the activities of the CBI assigned personnel 43 cbi_info@cbihome.com | 800.747.8585 Page | 9 Project Deliverables Deliverable Phase Acceptance Criteria Format Provided Functioning Clearwell Infrastructure (as designed) Prove Successful Demonstration N/A Implementation of collection application for EMC-‐SourceOne Prove Successful Demonstration N/A Assumptions The Engagement is bound by the following assumptions: ¥ Requests for information pertinent to any phase of the engagement will be addressed within 1 business days, unless otherwise agreed upon by both parties. ¥ Customer will ensure that subject matter experts, as well as key stake holders participate in the relevant portions of this engagement. ¥ Customer provides accurate and timely information regarding LAN & WAN infrastructure, Bandwidth limitations and capabilities. ¥ Client provides timely and accurate information regarding requirements for mobile users, remote users, remote locations, VPN users, etc. if necessary. ¥ Client provides adequate documentation on network topology and infrastructure, TCP/IP addressing scheme, Site and Subnet mapping, and Active Directory structure if required for this engagement. ¥ Unless otherwise agreed upon by both parties, the engagement does not include any functionality that is not supported by the products and the version being implemented as of the Effective Date of this engagement. ¥ Client will provide required security credentials for all applications at the start of the engagement. ¥ Systems allocated for consultant use have been identified by Client staff prior to the initiation of any work, and will be available for the duration of this engagement if necessary. ¥ Client receives business unit and/or end user approval prior to initiating engagement. ¥ Client will provide resources at remote sites, if required, to confirm the successful deployment of software as needed. ¥ CBI reserves the right to charge, on a time and materials basis, for any additional work over and above the service pricing, which is required to address service prerequisites or other requirements that are not met by the Customer 44 cbi_info@cbihome.com | 800.747.8585 Page | 10 ¥ CBI’s ability to deliver this service is dependent upon the Customer’s full and timely cooperation with CBI, as well as the accuracy and completeness of any information and data the Customer provides to CBI ¥ Activities such as, but not limited to, the following are excluded from this service: o Installation on hardware that does not meet the solution prerequisites o Installation on operating systems that do not meet the solution prerequisites o Any services not clearly specified in the Statement of Work (SOW) or services quote ¥ Client has purchased all necessary Licenses and maintained Annual Upgrade protection and\or Software Renewal for all software included in this engagement and will provide them prior to the kick-‐off meeting. The client understands that delays associated with licenses being unavailable may require an additional purchase order and/or change order to complete the engagement as desired. 45 cbi_info@cbihome.com | 800.747.8585 Page | 11 Delivery Terms Client Responsibilities Client agrees to do the following to ensure the successful completion of this SOW: 1. Identify a Client Project Manager (“Project Manager”) to support execution of this SOW. Client’s Project Manager will: ¥ Staff and manage Client personnel to support the project and enforce change control process ¥ Provide CBI with access, equipment, and other resources needed to support the project such as office space, and workstations ¥ Act as the focal point for resolution of project related issues 2. Identify a Client project executive (“Project Executive”) who has the authority to make decisions for Client regarding change orders, budget, scope, resources and other project related issues if they cannot be resolved by Client’s Project Manager. 3. Assign an appropriate number of suitably skilled personnel to work with CBI, and such personnel shall use reasonable efforts to assist and cooperate with CBI consistent with the Services described herein. 4. Ensure the applicable systems and personnel (including any applicable executive or project resources) are available and Client is prepared to receive Services on the mutually agreed upon Services start date. In the event that Client is unable or unwilling to allow the Services to begin on the mutually agreed upon start date, then Client agrees to pay to CBI a fee, determined at CBI’s discretion, constituting no more than the amount equal for the lost time constituting the delay. 5. Ensure that it has backed up all systems and performed any required maintenance prior to performance of the Services. This shall include, without limitation: ¥ Servers ¥ Power ¥ Networks ¥ Lighting ¥ Storage ¥ Air conditioning/heating Change Order(s) Client and CBI may modify this SOW in accordance with CBI’s standard change order form. Project Governance Client’s Project Executive or designated representative will participate in weekly conference calls with Client’s Project Manager (if not the same) and CBI’s Project Manager to resolve escalations. This group, as defined in Appendix C, will form a Project Steering Committee to review and resolve issues that cannot be resolved at the project management level. 46 cbi_info@cbihome.com | 800.747.8585 Page | 12 Fees and Invoicing Fixed Cost ¥ See Appendix E Terms The following list delineates the terms of payment as agreed between CBI and City of Bozeman. ¥ Pricing is valid for 30 days. ¥ Net 30 Terms. Travel and Expenses will be billed at actual costs plus administrative fees, not to exceed $2,500 per week, per domestic resource required Payment Client will issue a purchase order adequate to cover all Fees and estimated travel and expenses prior to delivery of Services. Client will be billed according to the following schedule: Payments Cost 1st Payment Due 10/15/2015 $61,417.00 2nd Payment Due 07/01/2015 $61,417.00 3rd Payment Due 07/01/2016 $61,417.00 Total $184,251.00 Travel & Expenses Travel and expenses will be billed to the Client based on actual charges. For further details on allowable expenses, please refer to Appendix D – Travel & Expense Policy of this document. 47 cbi_info@cbihome.com | 800.747.8585 Page | 13 Reference CBI may ask Client to serve as a promotional reference. This may include verbal endorsements, printed advertisements, and other marketing references to prospective customers and third parties. Any reference activity will be mutually agreed upon by CBI and Client. Project Specific Terms and Conditions Proposed Schedule The Client and CBI, who will jointly manage this project, will together develop timelines for an anticipated schedule based on CBI’s project management methodology. Any dates, deadlines, timelines, or schedules contained in this SOW or otherwise, are estimates only, and neither CBI nor the Client will not rely on them for purposes other than initial planning. The proposed start date listed below are estimates based on the current availability of the consultant(s) required to perform the agreed upon services. Consultant availability is subject to change without notice. Project start date will be considered confirmed only after a signed copy of this SOW, along with a copy of a purchase order, are submitted to CBI prior to the Required Signing Date listed below, and a schedule confirmation email is sent to Client’s designated project contact. Required Signing Date: 5 business days prior to 9/28/2015 Proposed Project Start Date: 9/28/2015 The consulting services included in this project must be utilized in contiguous segments no less than five (5) consecutive business days, spanning one week unless otherwise agreed to by CBI. Cancellation Policy ¥ Client also understands that rescheduling may also incur additional costs for travel previously booked for the agreed start time (example, change fees, reimbursement of non-‐refundable tickets, etc.). ¥ If a Master Services Agreement or Terms & Conditions exist and/or are referenced within this SOW and have language that differs from the above, the Terms & Conditions or the Master Services Agreement will take precedence. 48 cbi_info@cbihome.com | 800.747.8585 Page | 14 Agreement IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the Effective Date. Signature Signature Name Name Title Title Date Date Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 City of Bozeman 121 N. Rouse Bozeman MT 59771 Acceptance Policy Customer shall review and certify that all defined Deliverables set forth in this SOW have been met. Customer shall then accept the completion of this Project in writing by completing the Services Acceptance Form in Appendix A of this SOW within five (5) business days from receipt of the Deliverable. Customer shall notify CBI any deficiency within five (5) business days of notification of completion of the Deliverable. Should Customer fail to notify CBI that a Deliverable has not been accepted within five (5) business days of notification of completion of such Deliverable; the Deliverable shall be deemed accepted without issue. 49 cbi_info@cbihome.com | 800.747.8585 Page | 15 Appendix A – Services Acceptance Form Client: City of Bozeman Project Start Date: TBD OPID/Contract Number: 32098 Project End Date: TBD SOW Revision #: 1.5 SOW Date: 8/13/2015 By signing below, Customer acknowledges acceptance/completion of the Services. Additional Comments: Signature Signature Name Name Title Title Date Date Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 City of Bozeman 121 N. Rouse Bozeman MT 59771 50 cbi_info@cbihome.com | 800.747.8585 Page | 16 Appendix B – Change Order to SOW Client Name City of Bozeman SOW Effective Date 8/13/2015 OPID/Contract Number 32098 Change Order Date This Change Order (“Change Order”) is made a part of and wholly incorporated into the Statement of Work (“SOW”) between Creative Breakthroughs, Inc. and City of Bozeman (“Client”) pursuant to the Agreement referenced above. This Change Order shall be effective as of the date last signed below by both parties (“Change Order Effective Date”). Except as set forth herein, all other terms and conditions of the Statement of Work are unchanged by this Change Order and remain in full force and effect, and terms not otherwise defined in this Change Order shall have the meanings set forth in the original SOW. Any conflict between the SOW and this Change Order will be resolved by this Change Order. Summary The following changes apply: Termination of Services Modification to description, quantity or pricing A. Service Description. The Services to be delivered are modified as follows: Service Description: Key Dependencies (If applicable): B. Fees; Invoicing. The fees for the affected Services are set forth below. Client is responsible for issuing a purchase order for both the labor and the estimated expenses prior to the commencement of the activities detailed in this change control. Affected Fees from SOW Fees for affected Services Difference in Fees 51 cbi_info@cbihome.com | 800.747.8585 Page | 17 C. Scheduling. The following scheduling changes are required for the affected Services. Change in Labor Change in Days/ Weeks/ Hours IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment by their respective duly authorized officers to be effective as of the Change Order Effective Date. Signature Signature Name Name Title Title Date Date Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 City of Bozeman 121 N. Rouse Bozeman MT 59771 52 cbi_info@cbihome.com | 800.747.8585 Page | 18 Appendix C – Contact Info Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 Tel: (248) 519-‐4000 City of Bozeman 121 N. Rouse Bozeman, MT 5977 Tel: (406) 582-2277 Primary Project Location CBI Services Contacts Service Director Email Address Phone number(s) Terry Reese treese@cbihome.com (832) 331-‐8593 Sales Contact Email Address Phone number(s) Paul Ver Hoven pverhoven@cbihome.com (248) 515-‐1366 SOW Creator Email Address Phone number(s) Daniel Gregory dgregory@cbihome.com (248) 457-‐5949 City of Bozeman Project Contact Project Contact Email Address Phone number(s) Scott McMahan SMcMahan@BOZEMAN.NET (406) 582-‐2277 Signature Authority Email Address Phone number(s) Billing Contact Email Address Phone number(s) 53 cbi_info@cbihome.com | 800.747.8585 Page | 19 Appendix D: Travel and Expense Policy Client will only be responsible for reasonable expenses such as travel, lodging, mileage, car rental and meals in accordance with CBI travel and expenses policy. CBI Policy towards Transportation is as follows: ¥ The expense for authorized air travel will be reimbursed at cost. CBI attempts, when feasible, to book the flight at least two (2) weeks in advance. Air Travel expense will be reimbursed for coach fare only. ¥ The expense for authorized rental car and other transportation fees (train, taxi, subway) will be reimbursed at actual cost. Customer will not be responsible for, nor reimburse, any type of insurance on the rental car. ¥ Based on lodging availability, if Customer pre-‐negotiates rates with local hotels CBI agrees to use these hotels as appropriate. CBI Policy towards Meals is as follows: ¥ A per-‐diem rate of $50 per day for meal expenses is allowed. Customer does not reimburse the following: ¥ Customer will not be responsible for reimbursement of any personal goods (cigarettes, magazines, newspapers and toiletries); nor personal entertainment (theater, movies, sports events, including movies on demand). 54 cbi_info@cbihome.com | 800.747.8585 Page | 20 Services Terms and Conditions 1. Refer to MSA which was executed on ___________ 55 cbi_info@cbihome.com | 800.747.8585 Page | 21 Appendix E – Pricing Breakdown Price&Quotation&No.&: Quotation&Date&:Expiration&Date&: Customer&Information CBI&Information Contact&Name:Scott%McMahan%%Company:City%of%BozemanAddress:121%N.%RouseCity/State/Zip:Bozeman,%MT%59771 Country:USA Telephone&#:(406)%582F2277 Fax&#:Email:smcmahan@bozeman.net Line&Item Description Qty.MSRP Total&MSRP Customer& Cost Total&Customer& Cost 1 SYMANTEC%:%SYMC%EDISCOVERY%PLATFORM%STARTER%KIT%SUITE%8.0%MULTI%PROD% BUNDLE%GOV%BAND%S 1 $100,000.00 $100,000.00 $28,182.00 $28,182.00 2 SYMANTEC%:%SYMC%EDISCOVERY%PLATFORM%STARTER%KIT%SUITE%8.0%MULTI%PROD% BUNDLE%INITIAL%ESSENTIAL%12%MONTHS/PER%QTY%GOV%BAND%S 4 $23,000.00 $92,000.00 $19,969.25 $79,877.00 3 SYMANTEC%:%SYMC%CLEARWELL%8100%PUBLIC%SECTOR%APPLIANCE 1 $38,620.00 $38,620.00 $18,489.00 $18,489.00 4 SYMANTEC%:%SYMC%CLEARWELL%8100%PUBLIC%SECTOR%4HR%INITIAL%12%MONTHS/PER%QTY%4 $8,883.00 $35,532.00 $3,686.00 $14,744.00 5 CBI%PROFESSIONAL%SERVICES%CUSTOM%API%SCRIPT%FOR%DATA%MIGRATION%FROM%SOURCE% ONE%ARCHIVE%FILES.%(EXPANDED%TO%NOW%INCLUDE%FULL%INTEGRATION%ENABLING%FULL% FUNCTIONALITY%OF%EMC%SOURCE%ONE%FOR%LEGAL%HOLD,%DATA%RETENTION%&% PRESERVATION)% 1 $32,000.00 $32,000.00 $15,959.00 $15,959.00 6 CBI%PROFESSIONAL%IMPLEMENTATION%SERVICES,%BASED%ON%PER%HOURS%LEVEL%OF% EFFORT%WITH%KNOWLEDGE%TRANSFER%AND%TRAINING%INCLUDED.%LEVEL%OF%EFFORT%BY% CBI%CAN%SCALE%UP%OR%DOWN%BASED%ON%SPECIFIC%NEEDS%AND%WANTS%OF%CLIENT.% STATEMENT%OF%WORK%TO%FOLLOW%WITH%DETAIL%OF%DELIVERABLES.%CAN%BE%DONE% REMOTELY%BUT%IF%ONSITE%IS%REQUIRED,%TRAVEL%&%EXPENSES%TO%BE%BILLED%AT%ACTUAL% COSTS 120 $300.00 $36,000.00 $225.00 $27,000.00 Financing&Option*1st%Payment%due%10/2015%%%%%$61,417.00 Total&Cost*$184,251.00 2nd%Payment%due%7/2016%%%%$61,417.00 3rd%Payment%due%7/2017%%%%%$61,417.00 *contingent%upon%final%credit%approval%and%the%execution%of%mutually%acceptable% financing%documents Total%MSRP $334,152.00 Discount F$149,901.00 32072 Accepted&By: Signature:Date:PO: Company: Address: City/State/Zip: Country: Paul%Ver%HovenCreative%Breakthroughs,%Inc.%(CBI) 2075%West%Big%Beaver%Road,%Suite%700 Troy,%MI%%48084 USA COB32072F10 September%15,%2015 September%23,%2015 Symantec&eDiscovery&Clearwell&Appliance&&&Software&V&4&Year&Option& A%service%charge%of%1.5%/month,%18%%per%annum%will%be%assessed%on%past%due%amounts. Standard%Payment%Terms:%Prepay%and%COD.%%Net%30%upon%approved%credit%only. A%Purchase%Order%is%required%for%order%confirmation%and%billing%purposes.% To%accept,%fax%PO%and%signed%quote%to%(248)%519F5555%or%scan%and%eFmail%to%sales@cbihome.com *Total%Cost%does%not%include%tax.%%Tax%rates%may%apply.* Tracking&No.&CBIQR Telephone&#:(248)%519F5555pverhoven@cbihome.com (800)%747F8585Order&Fax&#:Email: Contact&Name: 56 cbi_info@cbihome.com | 800.747.8585 Page | 22 Copyright © 2014 Creative Breakthroughs, Inc. All rights reserved. Creative Breakthroughs, Inc. 1260 Woodward Heights Ferndale, MI 48220 57 cbi_info@cbihome.com | 800.747.8585 Page | 23 [THIS SPACE INTENTIONALLY LEFT BLANK] 58 cbi_info@cbihome.com | 800.747.8585 Page | 1 Installment Addendum Customer Company Name: City of Bozeman “Effective Date” of this Installment Addendum: (to be completed by CBI) 10/01/2015 Agreement Number: 32072 This Installment Addendum (this “Addendum”) is entered into by and between Creative Breakthroughs, Inc. (“CBI”) and the City of Bozeman (Customer) as of the Effective Date. This Addendum applies to the Installment Order (as defined below) referencing and placed under the applicable terms related to each item in such order, which may be (a) the Agreement Number listed above (the “Agreement”), to the extent the Installment Order contains items contemplated by such Agreement, and/or (b) under a warrant card and/or certificate, if no Agreement Number is referenced or if the Installment Order contains certain items not contemplated by the Agreement (e.g. hardware and certain services). CBI and City of Bozeman agree as follows: 1. Installment Order. This Addendum applies to Customer’s order accompanying execution of this Addendum, place via CBI (the Installment Order), under which CBI agrees to accept payments in installments, as set forth in the Customer purchase order. 2. Committed Order. Customer agrees to pay each scheduled payment represented by the Installment Order. Following is the Installment Order payment schedule information provided by CBI. The first payment shall be invoiced by CBI on or about the Effective Date and subsequent payments shall be invoiced in accordance with the scheduled dates below. Installment Number Payment Due Date Installment Amount 1 October 1, 2015 $61,417.00 2 July 1, 2016 $61,417.00 3 July 1, 2017 $61,417.00 3. Order of Precedence; No other Modifications. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. All other terms remain unmodified, and in full force and effect. Agreed and Accepted as of the Effective Date: 59 cbi_info@cbihome.com | 800.747.8585 Page | 2 Customer Company Name: City of Bozeman Creative Breakthroughs, Inc. “CBI”: Signature: Signature: Printed Name: Printed Name: Title: Title: Date Signed: Date Signed: 60