AMENDMENT NO. 1
Client ID: X649999
This Amendment No. 1 (this "Amendment") is made effective as of July 1, 2023 (the "Effective Date") by and between HAPPY Software, LLC, an MRI Software LLC Company, with its office at 28925 Fountain Parkway, Solon, OH 44139 (“MRI”) and Client (collectively the “Parties” and each a “Party”).
A. WHEREAS, MRI and Client entered into a certain Master Agreement along with various Schedules and an Order Document effective March 1, 2020, as well as an Order Document #2 effective January 1, 2021 (collectively “the Agreement”).
B. WHEREAS, MRI and Client desire to enter this Amendment and amend certain provisions of the Agreement.
C. NOW, THEREFORE, for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MRI and Client hereby agree as follows:
Both Client and MRI agree that the Agreement shall have its Order Document dated March 1, 2020, Order Document #2 dated January 1, 2021, and Limited Software License and Maintenance and Support Schedule stricken and terminated. Both Parties further agree that a new Order Document #3, effective July 1, 2023, shall be added to the Agreement. Both parties agree that the Sections 4.3 of the Master Agreement shall be modified as follows.
4.3 Exceptions. Notwithstanding any other document, the parties agree that Confidential Information does not include any information that is:
4.2.1 already known to the receiving party at the time of disclosure hereunder (other than from the other party hereto) as demonstrated by its written records;
4.2.2 now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
4.2.3 disclosed to the receiving party, by a third party, under no obligation of confidentiality to the disclosing party or any other party;
4.2.4 independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records;
4.2.5 disclosed pursuant to law, including without limitation the California Public Records Act;
4.2.6 disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Client’s City Council.
All other provisions of the Agreement remain in full force and effect.
City of Redondo Beach (“Client”)
415 Diamond Street
Redondo Beach, CA 90277
HAPPY Software, LLC, an MRI Software LLC
Company (“MRI”)
28925 Fountain Parkway
Solon, OH 44139
Signature: Signature:
Print Name: William C. Brand Print Name:
Title: Mayor Title:
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
Client ID: X649999
File: City of Redondo Beach MRI Confidential Page 1 of 5 ORDER DOCUMENT #3
RECURRING SOFTWARE SERVICES
This Order Document incorporates by reference and is governed by the terms and conditions of the Master Agreement, the SaaS Services Schedule, and the Professional Services Schedule dated March 1, 2020 (collectively, the “Agreement”) between MRI and Client, and this Order Document is effective as of July 1, 2023 (the “Effective Date”). Capitalized terms that are not otherwise defined in this Order Document shall have the meanings set forth in the Agreement. This Order Document is an offer to make an offer and does not constitute a valid contract between the Parties until countersigned by MRI. Any pricing terms in this Order Document are valid for thirty (30) days following issuance of this Order Document.
City of Redondo Beach (“Client”)
415 Diamond Street
Redondo Beach, CA 90277
HAPPY Software, LLC, an MRI Software LLC Company (“MRI”) 28925 Fountain Parkway
Solon, OH 44139
Signature: Signature:
Print Name: William C. Brand Print Name:
Title: Mayor Title:
The Parties accept and agree to this Order Document, as follows:
CLIENT CONTACT INFORMATION
Administrator:
Address:
Technical Contact/Download Recipient:
Address:
E-mail:
Fax:
Voice:
Cell:
E-mail:
Fax:
Voice:
Cell:
Billing Contact:
Address:
E-mail: Voice:
Fax:
ATTEST:
______________________________
Eleanor Manzano, City Clerk
Client ID: X649999
File: City of Redondo Beach MRI Confidential Page 2 of 5
SAAS SERVICES
Products License Metric Quantity Territory
Happy
1099s and Payment History
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
AssistanceCheck-Online Assistance Portal Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Custom Forms
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Direct Deposit
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
FileMTCS Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
FSS Pro
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
HAPCheck Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
HQS Mobile Inspections for iPad Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
iDIA System Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Inspections
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Occupancy Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Payments
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Remote Screen Sharing Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Tenant Accounts Receivable (TARs) Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Waiting List
Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
WaitListCheck-Online Application Collection Named Users Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
WaitlistCheck Online Application Status Named Users
Units
Up to 7 Named Users
Up to 593 Units
N. AMERICA
Database Each Up to 1 Production Database N. AMERICA
Common Services
MRI Secure Sign Packets Up to 1,187 Packets N. AMERICA
Database Each Up to 1 Production Database N. AMERICA
Client ID: X649999
File: City of Redondo Beach MRI Confidential Page 3 of 5
FEES, PAYMENT AND TERM
Initial Term
(1)
Effective Date Annual Recurring Fees
(2)
Five (5) Years July 1, 2023 $31,096.60
(1) The Initial Term and any Renewal Term are non-cancelable, subject to termination rights as set forth in the Agreement. (2) The fees listed in this table include the recurring fees related to the products and services in the tables listed above. MRI may, at any time after the first twelve (12) months of the Effective Date listed above, and in its sole discretion, modify the Fees upon ninety (90) calendar day prior written notice to Client. Notwithstanding the foregoing, the Fees shall not increase in each subsequent twelve (12) month period by more than the greater of (i) four percent (4%); or (ii) the US Bureau of Labor Statistics Consumer Price Index (CPI) for the most recent year. A twelve (12) month period commences on the anniversary of the Effective Date. For purposes of notice in this footnote, email or first-class mail will suffice. (3) Secure Sign Overage Payment Terms: The total Minimum Quantity of Packets shall be allocated per year, without roll over from year to year. MRI will invoice the Client monthly in arrears for all Packets utilized above the Minimum Quantity set forth in the SAAS SERVICES Table above. Each Packet shall be billed at a rate of $2.01 per Packet per year (the “Secure Sign Overage Price”).
Such Secure Sign Overage Price may be modified by MRI after the first twelve (12) months in accordance with footnote (2) above. (4) Renewal Term: Notwithstanding anything to the contrary in the Agreement, following the end of the Initial Term, the Agreement shall automatically expire and Client will lose all access to the SaaS Services, unless the Parties have an executed agreement in place to continue services (a “Renewal Term”). For all Renewal Terms, Client shall be required to migrate to the then latest Upgrade of the hosted Software. The pricing for the first twelve (12) months of any Renewal Term shall be provided by MRI in writing no less than ninety (90) days prior to the end of the Initial Term. For the purposes of the pricing notice in this Section, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”.
Payment Terms: Fees are due in U.S. Dollars annually in advance. Initial payment must be received by MRI prior to the Effective Date and any Renewal Term. MRI has no obligation to provide Services until such payment is received. For any fees due from the Client when exceeding the License Metrics listed above, Client shall be billed monthly in arrears for such overage in accordance with the terms of this Order Document. In no event shall Client be invoiced for fewer than the License Metrics listed or less than the Annual Recurring Fees (annualized) plus increase as outlined in footnote 2.
LICENSE METRICS AND USE RIGHTS DEFINITIONS
Definitions: The following definitions shall apply to the interpretation of this Order Document. If a definition is listed here and not listed within the foregoing tables or in additional Order Documents executed between the Parties, then that definition shall be disregarded.
An “Affordable Unit” is a Unit that is rented or leased to a tenant that, based on income, is eligible for rent subsidies from federal, state or local government agencies
An “Advance Named User” a Named User who is authorized to do web authoring and has self-service access which is greater than a Named User.
A “Contract” is an agreement to lease retail space rented to a tenant for the operation of a business and is characterized by a unique tenant, a unique mailing address, or a unique physical location.
A “Commercial Lease” or a “Lease” is a space rented or designed to be rented to a tenant for commercial use, including without limitation, an office space, a retail store space, a warehouse space or an industrial building space and is characterized by a unique tenant, a unique mailing address, or a unique physical location. Leases and Commercial Leases include without limitation Retail Leases.
A “Conventional Unit” is a Unit that is rented or leased to a tenant that, based on income, is eligible for rent subsidies from federal, state or local government agencies
A “Mobile App Device License” shall mean the number of unique log ins on the mobile devices application.
A “Retail Lease” is a Lease for retail stores to operate their business. Retail Leases shall be counted toward the total number of Commercial Leases purchased and shall not be additive to the total number of Commercial Leases purchased. By way of example, a Client purchasing 100 Retail Leases and 200 Commercial Leases shall have 50% of its Commercial Leases used as Retail Leases. Such Client shall only be entitled to use the Software on a total of 200 Leases. Clients purchasing Retail Leases must at the same time purchase at least the same number of corresponding additional Commercial Leases.
Client ID: X649999
File: City of Redondo Beach MRI Confidential Page 4 of 5 A "Concurrent User” license permits Client to assign an unlimited number of User IDs to its employees or Affiliates’ employees, but simultaneous access to the Software License is limited to the number of authorized concurrent licenses paid for and held by the Client.
A “Depreciation Book” is a set of terms which defines one of the depreciation methods specifying how a particular fixed asset should be depreciated and the resulting calculations.
“DHCR Units” are those Units regulated by New York’s Division of Housing and Community Renewal.
A "Named User” license permits Clients to assign User IDs only to a fixed number of specifically named employee users or Affiliates, and simultaneous access to the licensed Program is limited to those specific named users.
An "Inquiry User” or “Read Only user”, license restricts user access to certain limited view only and report retrieval capabilities. Clients can assign Inquiry Only User IDs to a fixed number of Client Users whose simultaneous access to the system is limited to the number of authorized inquiry only licenses paid for and held by the Client.
A "Named User” license permits Clients to assign User IDs only to a fixed number of specifically named employee users or Affiliates, and simultaneous access to the licensed Program is limited to those specific named users.
An “Advance Named User” a Named User who is authorized to do web authoring and has self-service access which is greater than a Named User.
“SaaS Flex”, if listed, shall entitle the Client to a dedicated installation of the software inclusive of dedicated server instances (e.g., web and API farms, Reporting farms, SQL, etc.).
“SaaS Prime”, if listed, shall entitle the Client to a dedicated installation of the software inclusive of dedicated server instances (e.g., web and API farms, Reporting farms, SQL, etc.). In a Prime environment the Client is also entitled to dedicated network segments that are logically separated from the rest of the MRI SaaS environment and inclusive of a dedicated active directory.
A “Project” is a real estate project the completion of which results in a building or space rented or designed to be rented to a tenant for residential use, including without limitation, a multi-family housing building, or an apartment complex and is characterized by multiple Units leased or rented to unique tenants, each with a unique mailing address, or a unique physical location.
A “Portal” is a single url provided for Client’s use with Investor Connect Portal.
A “Property” is a building or space rented or designed to be rented to a tenant for residential use, including without limitation, a multifamily housing building, or an apartment complex and is characterized by multiple Units leased or rented to unique tenants, each with a unique mailing address, or a unique physical location.
A “Unit” is a space rented or designed to be rented to a tenant for residential use and is characterized by a unique tenant, a unique mailing address, or a unique physical location. “Units” include without limitation Conventional Units, Affordable Units, AHR Units and DHCR Units.
A “Message Unit” is a received SMS text (outbound or inbound), a sent email, or in a voice call situation each thirty second increment.
A “Packet” is an individual file containing a single document or multiple documents which are sent to a recipient via the Secure Sign product. An initiated, completed, canceled, incorrect, or incomplete file will be counted so long as it is sent out of the Secure Sign product, regardless of the status.
An “Invoice” is a request for payment initiated by one party to another. “Production Database” means access to an instance of the products listed in a live environment, to be used to production purposes. A production database does not imply a segregated instance or walled-off application. “Non-Production Database” means access to an instance of the products listed in a non-live environment. Such can be used for testing, training, or other non-production purposes. A production database does not imply a segregated instance or walled-off application.
Use Rights: The license to use the SaaS Service is priced based on Client’s License Metrics as of the Effective Date of this Order Document and allows Client to use the Software to manage up to the quantity set forth above. Additional licenses must be purchased by Client in the event the number of actual License Metrics exceeds such licensed quantity. If Client’s actual License Metrics exceed such licensed quantity, then MRI reserves the right to charge a premium fee for any additional License Metric used. Additional Contracts, if applicable, must be purchased in blocks of not less than ten percent (10%) of the Quantity listed above. The cost for these additional licenses will be at MRI’s then-current fees. There shall be no fees adjustments or refunds for any actual License Metrics decreases. Fees (other than monthly user access fees) are based on quantity purchased, not Usage.
Self-Certification: Without prejudice to MRI’s audit rights pursuant to the Agreement, Client will, by July 1st of each year, document and certify that use of the SaaS Services is in full conformity with the use rights granted hereunder. The Self-Certification Document can be found in the MRI Terms and Conditions.
Client ID: X649999
File: City of Redondo Beach MRI Confidential Page 5 of 5
MAINTENANCE AND TECHNICAL SUPPORT
Maintenance and Support Level: Standard Maintenance and Support is included in the Fees. In the event that Client has purchased enhanced support services, such enhanced will be indicated in the Enhanced Support Services table above and the product line for which it was purchased. If no such indication is made, then Client has not purchased enhanced support services.
Designated Support Contacts:
Maintenance and Support may only be requested by the two (2) Designated Support Contacts named below who must have successfully completed MRI’s standard training course prior to (i) logging case requests; or (ii) receiving status updates on cases. Client may change these Designated Support Contacts from time to time, to other Client employees, by promptly delivering in writing to MRI the names and contact information of the new Designated Support Contacts (email is sufficient). The SaaS Services fees are related to the number of contacts; access to support by any additional contacts will be subject to additional fees.
One (1) Designated Support Contact must be the Administrator listed above in this Order Document.
The initial Designated Support Contacts of Client are:
Name: Name:
Title: Title:
Phone: Phone:
Address: Address:
Email: Email:
Statement of Work – Work Authorization
ORDER DOCUMENT AND STATEMENT OF WORK #1020562
This Order Document and Statement of Work incorporates by reference and is governed by the terms and conditions of the governing Contract (“Agreement”) dated March 1, 2020 between HAPPY Software, LLC, an MRI Software LLC Company (“MRI”) and City of Redondo Beach (“Client”) and is effective as of July 1, 2023 (“Effective Date”).
Client Name: City of Redondo Beach
Date: July 1, 2023
Client is engaging MRI Software (“MRI”) to deliver services associated with the following:
Cloud Migration
• Project Management
o Provide login information to all users
o Test Workspaces on Client environment
o Train Client on using Cloud
o Verifying user access and usage
o Review functionality of any Custom Programming before and after Migration • Cloud Configuration
o Create Cloud Server
o Create user Cloud environments
• Server Migration Service
o Move Housing Pro data from current server location to Cloud Out of Scope
• This quote does not include hardware, data conversion, or custom programming services. • Data Entry of Case Files is not included in the scope of this project.
PROJECT PRE-REQUISITES
1. Before MRI is able to secure/book any MRI resources or provide any targeted start and end dates for project, the following must be in place.
1.1. The Master Agreement has been signed by both MRI and the Client, if applicable.
1.2. Statement of Work has been signed by the Client and returned to MRI.
2. Training and documentation will be provided in English only.
3. Client’s equipment meets the Hardware and Network Requirements provided by MRI.
1. MRI has endeavored to provide the most accurate estimates for each deliverable and activity based on the scope and budgetary information provided by the Client. All estimates at this stage in the project are subject to change.
2. The project timescales for this project and related deliverables must be formally communicated and agreed upon by MRI and the Client.
3. MRI maintains a backlog of project work; therefore the start date for this project will be subject to MRI availability at the time this Statement of Work is executed. Should you have any questions regarding expected backlog for this project, please contact MRI at [email protected].
PROJECT SCOPE AND SUMMARY
PROJECT SERVICE DELIVERABLES
1 Statement of Work – Work Authorization
2 PROJECT ASSUMPTIONS
1. Client is responsible for providing all necessary documentation for MRI to complete the Scope.
CHANGE CONTROL PROCEDURES
1. Changes to this Statement of Work (“SOW”) may be requested at any time, by either party. As any proposed changes to the original scope of work might affect the price, schedule changes that incur additional fees or alter the terms of the original SOW must be approved by either party’s Project Manager(s) or project representative(s) “prior” to amending the SOW and implementing the change.
2. This procedure will be used by the Parties to control changes to the SOW and changes to any previously approved services or deliverables.
3. The requesting party will create a Project Change Request (“PCR”) which will serve as the vehicle for communicating the change. The PCR shall describe the change, the justification for the change, additional fees, and the impact such changes will have on the SOW.
4. The requesting party’s designated Project Manager or project representative will review the proposed change and determine whether to submit the request to the other party.
5. The Parties will review the proposed PCR and will either approve, investigate it further or reject the PCR. The PCR will not be binding until signed by both parties.
GENERAL ASSUMPTIONS
1. Once the Statement of Work is executed, the assigned MRI Consultant(s) will be scheduled with project personnel at a mutually agreeable timetable.
2. Efforts around change management, business process reengineering, or project management of Client resources is considered out of scope.
3. Mutually agreed changes to specifications, whether before, during or after MRI’s performance will be handled by processing a Project Change Request.
4. MRI reserves the right to charge Client a cancellation fee in accordance with the Agreement, if applicable.
5. Client shall make reasonable business efforts to deliver a stable network and computing environment prior to any services engagement.
6. Client and MRI will work together to resolve all issues related to the project in a timely fashion.
7. Client and MRI will communicate any changes in schedule, availability of project personnel, hardware, software, resources or facilities related to the project within a reasonable timeframe in advance of scheduled engagements.
8. Services on this SOW will be effective for up to six months after signing. If the Project is delayed beyond that, a new SOW may be necessary.
9. Client will manage the availability of appropriate personnel for knowledge transfer as well as decision-making and escalation of decisions.
10. The project team may adjust the master project plan based on real world findings and the Client’s ability to secure required resources.
11. Location of work will be remote only.
PRICING ASSUMPTIONS
The professional services fee estimates are for MRI resources (or affiliates). Client understands that professional services fees are due as incurred and are billed on a monthly basis at month end. Client agrees to pay invoices in accordance with invoice terms. Failure to pay invoices will be handled in accordance with MRI collections policy.
1. MRI fees for the scope of Services described in this Statement of Work will be billed to the Client on a time and materials basis for hourly services and at a fixed fee basis for all other services per the Pricing Schedule below.
Statement of Work – Work Authorization
3 2. Project Change Requests (aka Change Orders) executed against this contract will be contracted at MRI standard rates.
3. Future work for MRI services not associated with this Statement of Work will be contracted at standard rates.
4. The cost estimates are for MRI personnel or affiliates and will be billed on a monthly basis.
5. Identified SCHEDULES may be modified at the request and/or acceptance of Client. Changes in SCOPE will require PCR (see above).
6. Client is responsible for payment of any applicable taxes. MRI will invoice Client for any applicable taxes in connection with performance of the Statement of Work in accordance with the Agreement. Any tax amounts are over and above the fees and expenses noted in the Statement of Work and any amounts prepaid hereunder for such fees and expenses will not be applied to taxes due.
7. Pricing schedule is subject to change if Statement of Work is not signed within 30 days of creation date at which time this Statement of Work will expire.
MRI DELIVERABLE RATE QUANTITY UNIT EST. SERVICE FEES
Project Management $190 12 hours Fixed fee $2,280
Cloud Configuration $190 5 hours Fixed fee $950
Installation $190 6.5 hours Fixed fee $1,235
Server Migration Service $575 1 Instance $575
Cloud Training $190 1 Instance $190
MRI Services Total $5,230
AGREEMENT TO COMMENCE WORK:
With my signature below and on behalf of Client, Client hereby, (i) acknowledges that this entire Statement of Work (all pages) accurately documents the terms of the work agreed upon by Client and MRI; (ii) approves this Statement of Work as issued; (iii) gives approval for commencement of work as specified herein; and (iv) acknowledges that these terms are subject to change in accordance with any modification to the scope of work. * Signature:
* Name: William C. Brand
* Date:
* Indicatesrequired field
PRICING SCHEDULE
City of Redondo Beach
ATTEST:
______________________________
Eleanor Manzano, City Clerk