City Auditor - City Recorder - Council Ordinance - 181463 Practice Manager Group contract exhibit B

Services. PMG agrees to provide the software installation, configuration, and/or other services to Customer as set forth in the Order(s), in substantially the form of the sample on Schedule A attached hereto, as agreed and signed by the parties from time to time (“Services”).

Changes. If the parties want to make any changes to the scope of Services set forth in any Order, they must do so in a written Change Order signed by both parties that specifically refers to the affected Order. If any such change causes an increase or decrease in the estimated charges or schedule from that originally agreed upon, they will be included in the Change Order reflecting the changes that will be executed.

Orders. No obligation with respect to Services shall be incurred by either party hereto unless and until an Order (or Change Order) is signed by authorized representatives of both parties. All Orders shall contain, among other provisions, a description of the Services to be performed, specifications (if applicable), location of performance (i.e. from PMG’Ss facilities or at Customer facilities), estimated times and dates of performance and prices for services to the extent different from or in addition to the charges set forth herein. Notwithstanding the foregoing, if PMG performs Services at the direction of Customer and no Order has been signed, such Services shall be covered by the terms and conditions of this Agreement. When an Order is signed after the relevant Services are started, such Order shall cover the completed Services, as well as the Services on a going forward basis. All Orders shall be subject to the terms and conditions of the Master Agreement. In the event any provisions contained in an Order, other than fees, conflict with any terms, conditions or clauses in the Master Agreement, the provisions of the Master Agreement shall govern.

Use of Third Party Consultants. PMG may retain third parties to furnish services in connection with its Services provided that such third parties shall, prior to commencing work, execute appropriate documents acknowledging their obligations of confidentiality and network access respecting such work. The use of third parties shall not relieve PMG of the obligations hereunder.

Place of Performance. Services shall be provided from PMG’s facilities or at Customer’s facilities. For on-site Services, Customer will provide to PMG, at Customer's sole expense, working space, training facilities and equipment, computing resources, and other services and materials specified in the Order.

All work will be subject to inspection at any time or times by a representative of Customer, who will have authority to reject unsatisfactory work or materials. Neither inspection nor the lack of same nor acceptance of the work by Customer nor payment therefore shall relieve PMG from liability under any of the guarantees contained in or implied by the Master Agreement. Risk of loss for all tangible personal property, including the medium or media of delivery of any Software, shall pass from PMG to Customer upon delivery to Customer by PMG via a reasonably reliable method of shipment, transfer or transmission for the item delivered or, at PMG’s sole discretion, transfer of possession from PMG to a licensed common carrier in a suitable shipping container, properly addressed to Customer and appropriately insured up to the value of the property shipped. When received, Customer will issue a Certificate of Acceptance.

In the event, in Customer’s sole discretion, Services or Supplies do not meet the requirements of the Master Agreement or any Order, Customer shall notify PMG of such determination. PMG shall have ten (10) business days after notice to resolve any such problem, unless PMG notifies Customer that the remedy can not reasonably be completed within that time and requests another mutually agreeable deadline or that the noncompliance is disputed. PMG shall segregate the hours and the cost of the effort to resolve the deficiency and shall not invoice Customer for work associated with remedying such problems. If PMG has not remedied an undisputed problem within ten (10) business days after notice (or such other deadline as determined under this paragraph), Customer may, at its sole option, remedy the deficiency or have it remedied and offset the costs of the remedy against amounts owed the PMG under this or any other contract, or otherwise recover the cost from the PMG.

Upon PMG’s notification to Customer that PMG has completed performance of the Development Services, Customer shall commence Acceptance Testing. Unless otherwise agreed to, PMG shall provide such support, assistance and consultation at no additional cost as may be reasonably necessary to facilitate Acceptance Testing. Customer shall have fifteen (15) business days to complete Acceptance Testing after which the deliverables shall be deemed Accepted unless Customer has 1) notified PMG of any noncompliance under the preceding paragraph by that time or 2) Customer can not reasonably complete Accepting Testing within that time and requests another mutually agreeable deadline.

Upon successful completion of Acceptance Testing, Customer shall issue a Certificate of Acceptance.

Progressive Acceptance. When PMG has completely delivered any of the Deliverables described in an Order, PMG will notify Customer using a form substantially similar to the one attached to this Agreement as Form 1, and request review and acceptance of the deliverables listed in the notice. Customer shall commence performing the Acceptance Tests to determine whether the specified deliverable meets the acceptance criteria specified in the Order (“Acceptance Test”). Absent written notice from Customer rejecting the PM Software installation (“Notice of Rejection”) which shall be received by PMG on or within thirty (30) business days from the Notice of Completed Installation (unless a shorter notice is agreed to by the Parties), the deliverable(s) shall be deemed immediately accepted by Customer at the end of such period. Any Notice of Rejection shall specify in detail in which respects the deliverable failed the Acceptance Test. Customer shall first provide PMG the opportunity to make corrections and modifications to the deliverable, at PMG’s expense, within five (5) business days from the date of receipt of Customer's Notice of Rejection. PMG shall notify Customer when such corrections and modifications have been made and Customer shall commence re-testing such deliverable as quickly as possible. If the deliverable still fails to pass the Acceptance Test, Customer and PMG shall repeat this process; provided, however, if the deliverable still fails to pass the Acceptance Test within ninety (90) business days from PMG’s initial receipt of Customer’s first Notice of Rejection, Customer shall promptly notify PMG in writing and shall have the right, at its option, to terminate the Master Agreement by giving written notice of such termination to PMG. Upon Customer's termination of the Master Agreement after failure of the deliverable to pass the Acceptance Test, Customer shall have the right, as Customer's sole and exclusive remedy, to receive prompt reimbursement of all payments made to PMG under the Master Agreement.

Substantial Completion. Once PMG has substantially completed performance under any Order, PMG, in its own discretion, may deliver to Customer a "Notice of Substantial Completion" together with an itemization of the individual deliverables listed on the Order showing what, if anything, remains to be performed. The "Notice of Substantial Completion" will signify that PMG is ready, willing, and able to complete performance of all remaining deliverables--subject to PMG's staff availability--within a reasonable time, but not to exceed 60 days. Customer agrees to respond to PMG, in writing, within 15 business days of receiving said Notice that Customer is ready, willing, and able to accept delivery of those remaining deliverables within 60 calendar days of the date of the "Notice of Substantial Completion." Unless the parties agree to a different schedule or deadline for performance, if Customer either (a) fails or refuses to communicate to PMG in writing within 15 business days of the "Notice of Substantial Completion" that it is ready, willing and able to accept delivery of the deliverables specified in the notice within 60 calendar days of the "Notice of Substantial Completion," (b) is unwilling or unable to accept delivery of the deliverables specified in the Notice, (c) despite communicating an intent to do so, fails to agree to a schedule for delivery by PMG of the remaining deliverables specified in the Notice, or (d) despite communicating an intent and willingness to receive the remaining deliverables contained in the Notice, does not for any reason not governed by any other provision in this Agreement, such as Force Majeur, then Customer releases all claim to and abandons the remaining deliverables and "Accepts" those deliverables as delivered satisfactorily, and PMG is excused from any remaining performance of the services and deliverables under the Work Order. PMG will refund fees for deliverables abandoned. PMG’s warranty and support obligations will not be relieved based on the above default acceptance but will continue as to those services and deliverables.

Item #1: PMG and Customer will mutually conduct a pre-implementation fit analysis of the Licensed Software functionality using the functional requirements from the RFP as a baseline. The primary purpose of the analysis is to identify and clarify gaps and issues from examination of the business processes and stated requirements. This will be compared to their fit in Practice Manager. The deliverables of the pre-implementation analysis will be a ‘roadmap’ to implementation including. All of this task except for writing of final report will be done onsite:

1. The initial project plan including decisions about the sequence of implementation for the groups

2. Identification and definition of Practice Manager settings such as for law types, documents to be generated, document categorization, entity types and entity roles.

3. Gap analysis for additional features required and how they will be addressed. This includes identification of any necessary Enhancements or Refinements. PMG and Customer will mutually prioritize any such Enhancements or Refinements as “Required” (must be completed before Go-Live) or “Desired” (can be completed after Go-Live).

Item #2: PMG will prepare Change Orders detailing the effort and cost estimates and project timeline impacts for the development of any requested Enhancements or Refinements identified in Item #1. The PMG Project Manager will submit said Change Orders to the Customer Project Manager for approval. Approved Change Orders will become part of the functional requirements and will supercede any modifications previously described in the functional requirements. After definition and approval to proceed, change orders for these items will be tracked in an additional process.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

Customer will accept this SD upon receipt of the documentation described in Items #1 ,#2, #3 and #4. Acceptance of this SD does not constitute approval of the submitted Change Orders.

The deliverables described in the Scope of Work for this SD have been completed.

_____ The deliverables described in the Scope of Work for this SD are Rejected. A written statement is attached setting forth the particular reasons for rejection of the SD, the specific acceptance criteria or procedures which were rejected, and a detailed list of conditions consistent with the scope of work for the SD, which would make the SD acceptable. All deliverables not listed in the itemized rejection statement will be deemed accepted.

PMG will assist the Customer with physical software installation and preliminary configuring the applications for use. This includes test system and production system environments. The configuration includes:

Item #1: Installation of the Licensed Practice Manager Software on Customer servers and workstations. The Customer has primary responsibility for workstation installation.

Item #2: PMG will install and establish the configuration and availability of the Report Design system.

Item #3: PMG will establish the initial configuration and code settings of the systems to allow for usage.

Item #4: PMG will assist the Customer in the creation of an installation document that includes ATIF specific installation settings.

Item #5: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

Customer will accept this SD when the Customer Project Manager and the PMG Project Manager mutually agree that the application is configured for use.

The deliverables described in the Scope of Work for this SD have been completed.

Item #1: PMG Customer services staff will establish the defined categories and codes including matter setup, entity setup and document categorization and organization. The setup is based upon the definitions provided by the Customer in SERVICE DELIVERABLE 01 Pre-Implementation Services. While the configuration will be led by PMG it is important for the Customer administrator to understand the configuration and how to enter the values. At least 50% of this task will be done onsite.

Item #2: PMG and Customer’s team will create the defined user profiles (security)

Item #3: PMG and Customer’s team will provide support for testing and trial time for core team to verify the configuration of the system for each group.

Item #4: PMG and Customer’s team will complete the user acceptance test scripts and successfully execute the scripts within an identified test environment.

Item #5 Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

Customer will accept this SD when the Customer Project Manager and the PMG Project Manager mutually agree that the application is configured for use.

The deliverables described in the Scope of Work for this SD have been completed.

Item #1: PMG will provide on-site Administrative training of Practice Manager Case Management functions consistent with the detailed course plan below. PMG will provide hands-on training to all identified staff, approximately 4 persons.

✓ Session 1 - This comprehensive session covers the functions necessary to administer Practice Manager. Topics include: managing users; configuring law types, entity types and roles; using the Administrative menu; configuring Full Text Search; and security settings.

✓ Session 2 - Is developed to show the user how to use PM Document Assembly to automate document creation by merging fields in Practice Manager with MS Word documents. Topics include: creating templates, boilerplates, headers and pleading captions.

✓ Session 3 - For the advanced PM Users, this course will cover how to create activities and automate the scheduling of critical dates, appointments, tasks and court events using the Workflow tools. Topics include: linking workflow items, setting conditional scheduling options, creating chained-event workflow plans with branching logic, and administering workflow settings for the organization.

Item #2: Customer will provide a suitable training environment or environments to accommodate training of Customer’s end-users, including network, server, and workstations sufficient for each training participant to have individual hands-on access to the application during training.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

Customer will accept this SD upon completion of the number of instructor days of training as identified in the detailed course plan and as evidenced by the PMG Project Manager and the Customer Project Managers' records. The acceptance of this item is contingent upon the delivery of training time and not upon specific results from such training.

The deliverables described in the Scope of Work for this SD have been completed.

Item #1: PMG will provide on-site training of Practice Manager Case Management functions consistent with the detailed course plan listed below. PMG will provide hands-on training to all identified staff, approximately 8 persons.

✓ Designed to introduce a new user to the overall process flow that takes place in Practice Manager. Each major area of PM will be described. Users will be introduced to navigation of the product and use of the seven global data listings.

✓ Provides users with the knowledge needed to manage Matters within Practice Manager. Topics include: the matter listing QuickFilter bar, the significance of Law Types and Matter Types, tabs and fields within matters, the tree view of all data in a matter, revision control and adding new matters. (The remaining functions related to the Matter screens will be covered in other courses that build on this basic orientation.)

✓ Offers a basic review of Entities (PM’s Contact records) within Practice Manager. Attendees will learn the concepts and techniques needed to manage Entities. Topics include: the differences between global and matter entity listings; creating new Entities, “conflict checking,” Entity Listing QuickFilter bar; types of entities (including special screens for Judges, Experts, etc.); the use and importance of entity roles; fields and screens within entity records; relating parent organizations and other Entities; managing multiple addresses and phone numbers; Entity Notes; the tree view of data related to an Entity, revision control and assigning and removing Entities from Matters.

✓ Attendees will be acquainted with the various means of managing Documents through Practice Manager, as well as explores the significance and efficient use of the Document Profile. Topics include: document profiles, categories and types of documents, generating document lists, copying a document, logging a document, dragging and dropping, locating documents, version control, revision controls, “view” vs. “edit” options, document collaboration, assigning issue codes to documents, web-based documents, relating documents to matters and Entities and emailing documents from PM.

✓ Once document assembly components are set up in your system, there are a range of tools and skills that will help you make the most of these features. Topics include: generating documents using PM’s Document Assembly; assigning a user to a specific letterhead; assigning a pleading caption to a specific case; assigning a Certificate of Service to a specific case; changing document components during document generation; and using document templates created in MS Word, Excel and PowerPoint.

✓ Instructs the user how to find information quickly and easily using Practice Manager’s Filter and Query functionality. Topics include: use of quick filters, how to create, apply and save filters, queries and views. This course is designed for those who already have a working knowledge of how Practice Manager is used in their organization.

✓ A review of the use of Notes in Practice Manager, with a concentration on how to track time and expenses through the use of Timeslips. Topics include: use of notes, creation of notes, types of notes, creating timeslips, generating a timeslip report, and, how to view and create timeslips from a calendar view.

✓ Email functionality will be the focus of this session. It includes a review of the Email functionality found in the groupware area of PM, and an exploration of the integration of PM with MS Outlook and other email products. Topics include: how to create, view and edit Email inside PM, how to drag and drop Email into matters, and how to create and assign issue codes to matters, notes, documents and Entities.

✓ The user will learn how to create activities using PM’s Workflow calendar and functions. The class will also cover how to automate and view the scheduling of critical dates, appointments, tasks and court events using this module. Topics include: managing the calendar, how to create, edit and complete various workflow items such as appointments, tasks and phone calls, working with workflow items from Outlook and the PM Desktop.

✓ Many parts of Practice Manager can be tailored to each user’s preferred way of working. This class is designed to explore those options and provide a comprehensive look at creating templates in PM for non-document data entry screens. Topics include: creating templates for Timeslips, notes and email, setting default views and setting default filters. Other user preferences will be covered such as grid layouts, color schemes, and calendar preferences.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

✓ a comprehensive look at the Practice Manager^TM Document Assembly module which includes training on how it can be used to automate the creation of documents by merging fields in PM with Microsoft Word® documents. The course will cover how the module works, primary steps to building and designing new documents, as well as how to assign components to document types and creating new document types. Topics include: creating templates, boilerplates, headers and pleading captions.

✓ Practice Manager’s Document Assembly has power beyond all competition. Take the skills learned in the Basic Document Assembly Administration course and expand them to include creation of reports, conditional logic and automation using MS Word.

✓ As an optional addition to the advanced uses of Practice Manager’s Document Assembly, this session on OLE Merge teaches how to pull data from the database that may not be otherwise available or may not be in the form needed.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

✓ Once the essential basic elements of Practice Manager are in place, you will be ready to configure PM to work harder than your staff is working. Take PM’s linked action workflow items and the data entry templates in your system and outline them into Workflow Plans This course will cover how to create activities and automate the scheduling of critical dates, appointments, tasks and court events using the Workflow tools. Topics include: creating workflow calendar activity templates, linking workflow items, setting conditional scheduling options, how PM’s integration with Microsoft Exchange may affect your template design and administering workflow settings for the organization.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

Item #1: PMG will provide on-site training of Practice Manager functions consistent with the detailed course plan listed below. PMG will provide hands-on training to all identified staff, typically a limited number of technical staff.

✓ Practice Manager’s Web Services API is the most robust in the industry and one of the best ways for your PM to exchange data with other enterprise systems. Learn how to employ this tool so that PM fits into your overall enterprise strategies.

✓ Essential prerequisite: practical experience with web services and configuring applications to use standard APIs.

Item #2: Customer will provide a suitable training environment or environments to accommodate training of Customer’s staff, including network, server, and workstations sufficient for each training participant to have individual hands-on access to the application during training.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

The PMG personnel will be on site to assist users when the system goes live, after refinements, and pre-installation training have been completed and the system is ready for operational use.

Customer will accept this SD upon receipt of notice from PMG that the system is ready for operational use.

The deliverables described in the Scope of Work for this SD have been completed.

Item # 1: The PMG personnel will be on site to assist Customer technical staff with data conversion and use of the PMG data conversion tool.

Item #2: Customer will provide a suitable environment or environments to accommodate conversion of Customer’s legacy data, including network, server, and workstations sufficient for each conversion participant to have individual hands-on access to the application during conversion.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

Item # 1: The PMG personnel will be on site to assist Customer technical staff with Integration and use of the PMG Web Services

Item #2: Customer will provide a suitable environment or environments to accommodate Integration of Customer’s legacy systems, including network, server, and workstations sufficient for each conversion participant to have individual hands-on access to the application during Integration .

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

Item #1: PMG will designate a project manager who, in cooperation with the Customer project manager, will provide the following project management duties; Project planning and scheduling, project coordination and communications, and issue and change management. The PMG project manager will be responsible for:

• Coordination and tracking of PMG activities and schedules including data migration efforts

• Periodic status meeting among Customer project manager, other Customer designated staff, PMG Project Manager, and any other PMG designated personnel. The status meetings will continue until the completion of implementation for all four identified groups. The meetings will take place by conference call or at Customer place of business as mutually agreed upon by the two project managers.

Item #2: Customer will designate a project manager who will coordinate Customer resources and will cooperate with the PMG project manager in the activities enumerated in Item #1.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

Project management is a continuous effort on part of PMG and the Customer as does not represent a milestone of completion in itself. The project milestones are a reflection of progress.

Item #1: PMG will meet with the Customer after implementation and review processes that are in place and look for changes or additions to data and processes to improve the use and value of the system to the Customer. This meeting will be scheduled approximately 90 – 120 days after implementation of the final section.

Item #2: PMG will provide a report capturing the meeting notes and analyzing changes that are suggested and their priority.

Item #3: Services will be billed monthly to Customer as used and based on the number of units performed at the stated rate for that service.

The deliverables described in the Scope of Work for this SD have been completed.

1. Practice Manager services does not include travel and related expenses, which will be invoiced as they are incurred.

2. Practice Manager Consulting Services are based upon good faith estimates discussed during the sales process. These estimates are refined during the planning services phase. All services are due net 30 upon delivery as outlined in each Practice Manager work order. Practice Manager work orders are approved and agreed to by both parties during each phase of implementation. These estimates do not include travel and expenses related to the performance and delivery of services.

3. Project Management Services include additional services provided to define, plan, organize, control or lead the project. These services may include project documentation, forms preparation and consultative conference calls/meetings/emails. Work Order line items for Project Management Services represent estimates based upon initial evaluation of project complexity and duration. Customer will only be invoiced for Project Management Services actually delivered. Detailed Project Management activity reports will be provided to customer, upon request, for all invoiced Project Management Services.

*Description*	*Hourly Rate*

Planning Services
Implementation Planning	$ 200.00
Business Process Consulting	$ 200.00

Installation Services
Deployment & Installation	$ 200.00

Configuration Services
Configuration & Administrative Collaboration	$ 200.00

Training Services
Train the Trainer - End User	$ 200.00
Train the Trainer - Administrator	$ 200.00
End User Training	$ 200.00
PM Cost Auditing and Web Collaboration Training	$ 200.00
PM Document Assembly Collaboration	$ 200.00
PM Work Flow Collaboration	$ 200.00
Custom Module Training	$ 200.00
FormsDesigner Developer Training	$ 200.00
ReportDesigner Developer Training	$ 200.00
API Developer Collaboration	$ 200.00
Go Live Assistance	$ 200.00

Design Services
Web Form Design	$ 200.00
Application Customization	$ 200.00
Custom Report Generation	$ 200.00
Workflow Rules Development	$ 200.00
3rd Party Integration	$ 200.00
Data Migration	$ 200.00

Other Services
General Consulting	$ 200.00
Post Implementation System Audit and Review	$ 200.00

Project Management
Project Management	$ 200.00

Customer will accept the Deliverable(s) described above as complete when the Customer’s Project Manager and the PMG Project Manager mutually agree that {insert acceptance criteria}.

_____ The deliverables described above are Rejected. A written statement is attached setting forth the particular reasons for rejection of the deliverables, the specific acceptance criteria or procedures that were rejected, and a detailed list of conditions consistent with the Scope of Work that would make the deliverables acceptable. All deliverables not listed in the itemized rejection statement are deemed acceptable.

*Description*	*Rate*	*Hours*	*Cost*
Pre-Implementation	$200.00	180	$36,000.00
Installation / Configuration	$200.00	48	$9,600.00
Implementation and Configuration & Administration	$200.00	120	$24,000.00
Train Trainers -- User Training	$200.00	72	$14,400.00
Document Assembly Collaboration	$200.00	64	$12,800.00
Workflow / Plans Collaboration	$200.00	40	$8,000.00
Go Live Assistance	$200.00	24	$4,800.00
Conversion Assistance	$200.00	120	$24,000.00
Design Services	$200.00	120	$24,000.00
Post Implementation	$200.00	24	$4,800.00
Project Management	$200.00	114	$22,800.00
Total Services			$185,200.00