2020-366-E-IT-Metasource software upgrade

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11. The Services and resulting deliverables may include advice and recommendations, but the Client agrees that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by the Client 12. MetaSource is not responsible for any alteration or other modification made to a deliverable by the Client or any third party (excluding any permitted subcontractors working for MetaSource) or for any work performed by the Client or its contractors in connection with this engagement 13. MetaSource may rely upon any standard operating procedures or practices of the Client and any direction or regulatory or other guidance provided by the Client 14. MetaSource is not providing any warranty regarding, and is not liable for, any Third Party Products or the Client software, documentation, equipment, tools or other products or materials Change Request Procedure In the event a change in scope is required during the delivery of this service, the following change request process will be used. A written description of the changes (Change Request) will be prepared jointly by Client and MetaSource. The document will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The Change Request shall indicate the detailed cost and any impact of the change request upon the planned deliverables and their respective timelines. Both the Client and MetaSource must sign the Change Request to authorize implementation of proposed changes. Project Pricing and Invoicing The fees set forth in this Quote represent MetaSource’s good faith estimate based upon information known to MetaSource prior to signing this Quote and the assumptions, project dependencies, responsibilities and other matters set forth in this SOW. MetaSource’s estimates do not represent a limit or minimum requirement however, if the cost exceeds 10% of the total cost, MetaSource will submit a Change Request to the Client for execution detailing the additional services and costs. The actual resources to be deployed and resulting fees will depend on actual experience and need during the project. MetaSource will charge its fees for this engagement on a Time & Materials basis. Accordingly, the total fees to be paid by the Client will be based on the actual number of hours incurred. MetaSource will invoice the Client monthly for Services rendered and the Client will pay such amounts pursuant to the Agreement or, if not specified in the Agreement, net thirty days (30) from invoice date Project delays resulting from the Client owned resources, software or hardware issues may result in additional fees should the timeline of the project be impacted by these delays The fee provided herein is independent of any miscellaneous expenses, including travel and per diem. Services that require weekend or holiday work will be charged at one and a half times (1.5) the quoted rate, unless otherwise agreed to in writing by the parties. The cost herein is based on delivering the service hours as described in this SOW. Additional hours will require a revised price quote in the form of an approved Change Request (CR). MetaSource will have fulfilled its obligations under this Quote when any one of the following first occurs: o MetaSource provides the services specified this SOW or in any approved Project Change Request or other written change authorization; or o The client or MetaSource terminates the Services in accordance with the provisions of this Quote and the Agreement. Expenses and Other Charges All work is to be performed remotely, no travel is included. Should the Client request onsite work, a Change Request will be needed to cover estimated travel expenses and any additional hours that may be needed. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C