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Home My WebLink About2016 Prolaw UpgradeENTERPRISE 3E THOM eN REUTERS E, • PROLAW TE PM eBII_LINCHUB MATTERSPHERE BUSINESS DEVELOPMENT City of Auburn Fees Schedule 3-PLE October 7, 2016 Company Confidential SUBMISSION INSTRUCTIONS Please sign and date where indicated in the agreement Please include the project and billing information where indicated in the agreement Please return all pages of the agreement to Elite Fax the entire signed agreement to: Thomson Reuters Elite Attn: CPQ 001) 323-417-3030 Thomson Reuters Elite offers an end-to-end enterprise business management solution that allowslawfirmsandprofessionalservicesorganizationstorunalloperationalaspectsoftheirfirms including business development, risk management, client and matter management, and financialEBMSmanagement. For over 60 years, we've demonstrated we understand the business and financialCOaspectsoffirmoperationswithproventoolsunderthe3E,Enterprise,ProLaw,eBillingHub,BusinessDevelopmentPremier,andMatterSphere brands that streamline processes to increase visibilityand workflow efficiency across the organization and provide the flexibility to change and grow yourbusiness.For more information, visit www.elite.corn. Thomson Reuters ELITE a Addendum No.3-PLE to the Customer Agreement dated 21 March 2005("Agreement") by and between West Publishing Corporation,doing business as Thomson Reuters Elite("Elite") and City of Auburn Customer") Effective Date of Addendum: Effect of Addendum: This Addendum is made a part of the Agreement for the purpose of adding Software and/or Services as listed on attached Fees Schedule, and providing Maintenance Services for any such additional Software (if listed on attached Fees Schedule)pursuant to the maintenance terms of the Elite Maintenance Addendum. For the purposes of this Addendum, (i) the terms "License Fees" and "Service Fees," as used in the Agreement's provisions regarding refunds, remedies and limitations and exclusions of liability, shall mean the license fees andservicefeessetforthintheattachedFeesSchedule;(ii) references to"Software"shall mean the software listed in the attached Fees Schedule; (iii)the term "Live Operation" shall be deemed to refer to the Live Operation, as otherwise defined in the Agreement, of the software listed in the attached Fees Schedule; and (iv)the"Warranty Period" shall mean the 90-day period beginning upon the Live Operation of the software set forth in the attached Fees Schedule. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. All terms and conditions of the Agreement shall remain in effect unless specifically modified by this Addendum. IN WITNESS WHEREOF,the parties have executed this Addendum by their duly authorized representatives. Elite Sales Agent(s):Kevin Arredondo Signature: Name(Print): Michael Goddard Title:VP Finance Date Signed: City of Auburn Signature:O Name(Print): ` 0Title: t ^-GL tti Date Signed:v/U/i Page 2 Thomson Reuters ELITE Project contact and telephone number(required for Elite's countersignature): Name: Chrissy Ma lave Telephone Number: 253-288-3162 E-mail Address: cmalave@auburnwa.gov Elite is committed to continually reducing our impact on the global environment through responsible policies as a company and also as individuals, employees andglobal citizens. To continue doing our part for the environment,Elite invoices willbe sent via email. Customer's billing information: Name: Telephone Number: E-mail Address: Thomson Reuters Page 3 City of Auburn Fees Schedule 3-PLE October 7, 2016 Fees Schedule Date") Pricing valid for 90 days from Fees Schedule Date Licensed Software Annual Qty Rate Total Maint. li Upgrade to ProLaw.NET Application Software 14 Seat License ProLaw Enterprise 2016.2 Front Office''Z 14 700 9,800 N/A Case Management Contact Management DMS Integration Docketing Document Assembly Document Management Marketing Records Management Task Management Relationship Management Time Entry Drag&Drop Customization Conflicts Groupware Integration ProLaw Reporting powered by Microsoft SQL Reporting Services) Licensed Software SubTotal 9,800 N/A Less vii Upgrade/Replacement Incentive (9,800) Licensed Software Total N/C N/A 4 Page 4 Thomson Reuters City of Auburn Fees Schedule 3-PLE October 7, 2016 Fees Schedule Date") Pricing valid for 90 days from Fees Schedule Date Hourly Services - Estimated Hours Rate Total Additional Services-Remote GWAE Installation/Migration 7 210.00 1,470 Hourly Services Total 1,470 Total T&M Hours: 7.0 Fixed Fee Services Total ProLaw.NET Upgrade-Remote-Fixed Fee3'4 ProLaw Enterprise v11 to.NET Base Upgrade Package 8,448 Includes: Staging Upgrade Live Upgrade Database Performance Improvement Package Clear Query Caches and Rebuild ProLaw Online Education Training Identify Current System Customizations Saved Query Review Custom Tab Review General Database Cleanup Orphaned Record Cleanup Fixed Fee Services Total 8,448 System Total 9,918 USD Licensed Software N/C Hourly Services 1,470 Fixed Fee Services 8,448 Thomson Reuters Page 5 Endnotes Pricing listed herein is exclusive of taxes and duties which will be determined at time of sale. All Software (including Elite Software, Subscription Software, and Third Party Software) and future Updates are provided electronically to Customer. Elite will not provide any software except as expressly listed herein.Any software required to comply with the PSR that is not listed herein,is the responsibility of Customer. Microsoft is a third party beneficiary of this Agreement to the extent it applies to the license of Microsoft software. Microsoft disclaims all warranties and liabilities (whether direct, indirect, incidental or consequential), to the maximum extent allowed by governing law,arising from the use or installation of a Microsoft product provided hereunder. Microsoft SQL Server database software is required. SOFTWARE Elite will install and support the Software in configured hardware/software environments, including but not limited to those maintained by Managed Hosting Service Providers ( MHSP"), pursuant to specifications mutually agreed upon by Elite and the Customer. Elite will support functionality within the Software. MHSP responsibilities shall include,but not limited to,its own and any related MHSP hardware and software environment(s), configuration and troubleshooting of MHSP hardware, MHSPperformance, MHSP availability and connectivity issues, and any Software issues arising from MHSP and/or applicable MHSP entities. This Fees Schedule does not include Elite Mobile software or installation.Should Customer require Elite Mobile implementation in the future,it is available under an addendum to the Agreement for an additional fee. SERVICES Fees listed herein do not include 1)reimbursable expenses(which are payable according to the terms of the Agreement)or 2) charges for travel time.Elite will only charge Customer for actual travel time incurred,not to exceed(8)hours per round trip. Services outside of Elite's Business Hours are available for an additional fee. The Fees listed herein are based upon similar sized Customers and the Software listed in the Fees Schedule. Additional Fees may be required depending upon the final implementation of the Software and any other services not provided for under theAgreement. Services beyond Live Operation may require additional project management services as well as consulting/training services. Additional Fees not listed herein will be mutually agreed in writing by the parties before provision of such services. If a consultant is required on site for remote services (defined in the Fees Schedule), Customer will be charged for travel time, which is billable by Elite.Elite will only charge Customer for actual travel time incurred,not to exceed(8)hours per round trip. Training services proposed are for on-site at Customer's facility(if applicable),with a maximum of 8 people per class.This can either be"Train-the-Trainer"or"End User"training. SERVER GUIDELINES Recommended Server/Client Configurations (including SQL Server) for the ProLaw system are available at: http://www.elite.com/prolaw/system-requirements/.Customer is responsible for purchasing all hardware and third party softwarerequiredtoruntheSoftware.At Customer's request,Elite will discuss hardware specifications with Customer's third party hardware vendor. Thomson Reuters E I r Page 6 Endnotes EXPLICIT ENDNOTES 1 ProLaw application integration information is available through Elite at:http://www.elite.com/prolaw/application-integration/. 2 Customer's current Annual Maintenance Charges will not change(except for annual Increases)unless additional Software is purchased.Upon execution of the ProLaw upgrade to.NET agreement,Elite will transfer Customer's current Annual Maintenance Charge to.NET. 3 For more detail information on these services, please contact Customer's ProLaw Sates Agent. Should Customer require additional services outside of this scope,Customer will be billed at Elites current hourly service rate. Additional hours will be billed monthly as incurred. 4 Includes transaction level payment detail record creation for the current and prior year's data and training for Customer to create the remainder of the historical records.If Customer is moving to a new server or needs Groupware Agent Exchange setup,additional services will be required from Elite. ProLaw upgrade Fixed Fee services are valid only for the number of licenses listed herein. If Customer Increases number of licenses prior to execution of this agreement,an additional fee may apply. Thomson Reuters ELUTE Page 7 Payment Terms Fixed Fee Services 50%will be invoiced upon the Effective Date. 50%invoiced upon completion of Services. Hourly Services Invoiced monthly as performed. All invoices are due thirty(30) days from date of receipt of invoice. ALL reimbursable costs will be invoiced monthly from Elite. If Customer cancels a service date less than ten (10) days prior to its scheduled date, any non-refundable travel expenses associated with such cancellation will be charged to Customer. Service dates that are cancelled by Customer less than ten (10) business days prior to its scheduled date will be invoiced to Customer at 50%of Elite's price. Should Customer delay their Services one (1) year beyond original project plan, Elite reserves the right to adjust Customer's Service Fees to Elite's then current service rate. Thomson Reuters Page 8