Inflow Communications ~ C160064 City of Tigard
CON'TRAC'T CHANGE ORDER/ 13125 SW Hall Blvd:
4 T' d,Oregon 97223
AMENDMENT SUMMARYPho e-(503)6394171
FIELD CHANGE ORDER FORM Pax-(503)684-7297
r
Project Title: SHORETEL TELEPHONE SYSTEM Project Manager:Mike Nolo
Contractor. Inflow Communications O ' ' al Contract#- C160064
Effective Dates: Change Order/Amendment Amount•. $5074.94
Accounting Ston : Amendment Percent-age Running Total:
AMENDMENT DETAILS
This is to add a hardware device that will allow up to 24 analog telephone lines to be configured with our new
ShoreTel telephone sstem.We will use this to support IVR systems,Emer en 911 call box outside of the PD
and any other locations we find analog telephone lines in use around the city.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Voice Switch SG-24A EA 1 2995.00 2995.00
5 Year Gold Support EA 1 2048.20 2048.20
Shipping EA 1 31.74 31.74
REASONING FOR CHANGE ORDER/AMENDMENT
This is to add a hardware device that will allow up to 24 analog telephone lines to be configured with our new and
ShoreTel telephone sstem.We will use this to support IVR systems,Emergency 911 call box outside of the PD
any other locations we find analog telephone lines in use around the city.
BUDGET IMPACT AND REQUIRED ACTIONS
REQUEST G PROJECT MANAGER '` APPR CITY STAFF
Si S ature
D to Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for
the work. The unit pricing in the original contract shall apply to Signature
all additional work. A copy of this form, once completed,is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed the project's FY by4get. Date
CITY OF TIGARD,OREGON
AMENDMENT TO PURCHASE AGREEMENT
SHORETEL TELEPHONE SYSTEM
C160064
AMENDMENT#1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and Inflow Communications, hereinafter referred to as Contractor, entered into on the 22' day
of June,2016,is hereby amended as follows:
3. COMPENSATION
A. City hereby agrees to pay Seller an amount not exceeding
One Hundred Ninety Five Thousand Seven Hundred Sixteen and
81/100 Dollars ($490,444- x195,716.81) for the goods,including shipping and handling,installation
services, training, and support and maintenance. The total purchase price shall be considered
payment for all Sellers' obligations described in this agreement. Seller shall invoice City on agreed
upon increments to be defined prior to any work or delivery under this Agreement. City shall have
thirty(30) days after receipt of invoice in which to make payment. Seller shall be responsible for the
payment of all taxes associated with the sale of the goods. City is exempt from the payment of
Federal Excise Tax. Payments shall be in the form of progress payments under the following
schedule:
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF�TIGARD INFLOW COMMUNICATIONS
1�0 / o�ixMdn 7h „a�.
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Signature n� Signature
��, / � �j(/l�► `�' / Lynda Hoffman
Printed Name Printed Name
WLV) j� 8/25/16
Date Date
PURCHA sE AGREEMENT
Quote Name City of Tigard SG24A 08.17.16
b2flm
COMMUNI ATIONS
Company Address PO Box 4120#54242 Quote Number 00003812
Portland,OR 97208
US
Prepared By Lynda Hoffman
Bill To Name City of Tigard Ship To Name City of Tigard
Bill To 13125 SW Hall Blvd. Ship To 13125 SW Hall Blvd
Tigard,Oregon 97223 Tigard,OR 97223
United States
Ouafimy D_
price
1.00 Voice Switch SG-24A-1 U full width,Max Capacities:24 Analog extensions.No IP Phone or trunk support. $2,995.00 $2,995.00
f(requires ShoreTel 8 or later).Made in USA.
5 Year Gold Support,No Phones-Includes 24x7x365 Unlimited Email and T91ephone Support,Advanced
1.001 Hardware Replacement of Shoretel Switches(No Phones),Unlimited Software Upgrades,and Access to $`A.,048.20 $2;048 20
i
ShoreTel's knowledge Base
Shipping and $31.74
Handling
Grand Total $5,074.94
Acknowledge and Accept
This quote and the products and/or services are accepted subject to•iho terms and conditions set forth.Acceptance constitutes an agreement
to pay within terms,including but not limited to service charges of 1.5%per month on all past due amounts,plus collection costs and
reasonable attorney fees.
Acknowledged and Accepted:
Date
Inflow Initials:
Inflow Representative LRH
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVERY CONTRACT
Contract Title: ShoreTel Phone System Number: C110004e &l
Contractor. Inflow Communications Contract Total. $190,641.87
Contract Overxiew Plan and nnplement a neve Shore Tel phone sj stem for up to 348
C secs/extensions
Initial Risk Lerel: ❑ Extreme ❑ High ❑ Moderate Low
Risk Reduction Steps.
Risk Comments:
Risk Signature.
Contract Manager: Mike Nolop Ext- x2757 Department. FIS
Type: Purchase AgreementF-1Personal Service ElGeneral Service ❑ Public improvement
*IGA ❑ Other: Start Date:} End Date:
(01P4110 `� S�1Yavo�j
Quotes/BidS,/Proposal: FIRM
IOUNT/SCORE
Inflov Communications $190,641-$7
Account String Fund-Division-Account Work Order— Activit;Type Amount
FY 15-16 600-2300-56004 G qn:�Jid•Sq$ iar
FY VC
FY
FY
FY
Approvals - LCRB Date: 45 0114JAP
Department Comments:
Department Signature: / 1
Purchasing Comments:
Purchasing Signature:
Cit; Manager Comments:
City Manager Signature: ..
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
C 12ocXxog
CITY OF TIGARD,OREGON
PURCHASE AGREEMENT FOR
SHORETEL TELEPHONE SYSTEM
THIS AGREEMENT made and entered into this 22'day of June,2016 by and between the City of Tigard,a
municipal corporation of the State of Oregon, hereinafter called City,and Inflow Communications, hereinafter
called Seller,collectively hereinafter called the"Parties."
RECITALS
WHEREAS, Seller has submitted a bid or proposal to City for the sale of certain goods;and
WHEREAS,Seller is in the business of selling certain goods and is aware of the purposes for which City will
use the goods;and
WHEREAS,City and Seller wish to enter into a contract under which City shall purchase the goods described
in Seller's bid or proposal;
THEREFORE,The Parties agree as follows:
1. GOODS TO BE PROVIDED
City shall purchase a complete ShoreTel telephone system,including installation and maintenance,as
detail in Exhibit A from Seller in accordance with:
A. The specifications (including any addenda) attached hereto as Exhibit A and incorporated
herein by this reference;
B. The Seller's proposal which was accepted by the Contract Review Board on May 24, 2016
attached hereto as Exhibit B and incorporated by this reference;and
C. The City's Standard Terms and Conditions attached hereto as Exhibit C and incorporated by
this reference.
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution by the City's Local Contract Review
Board and shall expire, unless otherwise terminated or extended, on May 24, 2021 to incorporate the
support and maintenance period. All goods under this Agreement shall be delivered and completed prior
to the expiration of this Agreement.
3. COMPENSATION
A. City hereby agrees to pay Seller an amount not exceeding One Hundred Ninety Thousand Six
Hundred Forty-One and 87/100 Dollars ($190,641.87) for the goods,including shipping and
handling,installation services,training,and support and maintenance. The total purchase price
shall be considered payment for all Sellers'obligations described in this agreement. Seller shall
invoice City on agreed upon increments to be defined prior to any work or delivery under this
Agreement. City shall have thirty(30) days after receipt of invoice in which to make payment.
Seller shall be responsible for the payment of all taxes associated with the sale of the goods.
City is exempt from the payment of Federal Excise Tax. Payments shall be in the form of
progress payments under the following schedule:
11 Page
• 50%Payment at time of execution of contract
• 40%Payment at time of delivery of purchased hardware and software
• 10%Payment upon satisfactory of completion of project.
B. Seller shall promptly advise City of all reasonably available technological advances that are
known or become known to Seller while this agreement is in effect which may result in the
goods having added value, capacity, or usefulness when used for City's purpose. If Seller
intends to provide goods incorporating technological advances and still meeting the
specifications and the City's needs at no additional charge,Seller shall provide City with seven
(7) days' notice of the proposed change. The City may require that only goods not
incorporating the changes be supplied by providing written notice to seller within 5 days of
receiving the notice of the proposed change. Any other changes incorporating technological
advances shall only be approved as an amendment to this agreement.
C. The City certifies that sufficient funds are available and authorized for expenditure to finance
costs of this contract during the City's 2015 - 2016 fiscal year. Funding for future fiscal years
shall be subject to the adoption of the budget by the Tigard City Council.
4. DELIVERY
Seller shall deliver the goods no later than Thirty (30) days after receipt of City's purchase order,
together with an executed copy of this Agreement. Seller agrees to provide goods as specified in Exhibit
A.
Within seven (7) days following delivery, City shall inspect the goods and shall notify Seller
immediately of any damaged items. No language contained in a purchase order,work order,or delivery
order shall vary,amend,modify,or add terms or conditions to this Agreement under which the order is
placed.
5. INSTALLATION
As detail in Exhibit A,Seller shall install the goods purchased under this agreement. Installation shall
be completed no later than Thirty (30) days after delivery. Any installation by Seller shall be in
accordance with the provision of this agreement,including all Exhibits.
6. TESTING AND ACCEPTANCE
Seller shall test the goods prior to delivery. Seller's tests shall determine whether the goods meet
Seller's specifications and are fit for the purpose intended. Acceptance or rejection of the goods
purchased shall occur 10 days after delivery and inspection by Buyer. Failure to inspect and accept or
reject goods shall neither relieve Seller from responsibility for such goods, which do not meet the
requirements in this Agreement nor impose liability on Buyer.
7. RISK OF LOSS
Risk of loss to goods in shipment(including damage,destruction,theft,or loss) shall be borne by the
Seller. Risk of loss shall not pass to Buyer until the goods are delivered to and checked in at the
location specified by Buyer.
8. ASSIGNMENT/DELEGATION
2 1 Page
Neither party shall assign or transfer any interest in or duty under this Agreement without the written
consent of the other and any attempted assignment or transfer without the written consent of the other
party shall be invalid.
9. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills shall be made in writing and may be given by personal delivery,mail or fax. Payments
may be made by personal delivery,mail,or electronic transfer. The following addresses shall be used to
transmit notices,bills,payments,and other information:
CI'I'F OF TIGARD INFLOW COMMUNICATIONS
Attn: Mike Nolop,IT Director Attn: Mike Dolloff
Address: 13125 SW Hall Boulevard Address: PO Box 4120,#54242
Tigard,Oregon 97223 Portland,Oregon 97208
Phone: 503 718-2757 Phone: 971 352-3808
Email Address: miken&gad-zor.pov I Email Address: mdolloff ,inflowcommunications.com
10. TERMINATION
City has the right,in its sole discretion, to terminate without cause or for no cause, to termination this
Agreement at any time by giving notice to Seller. If City terminates the contract pursuant to this section,
it shall pay Seller for goods shipped by Seller prior to receipt by Seller of the notice of termination. City
may deduct the amount of damages,if any,sustained by City due to any breach of contract or warranty
by Seller. Damages for breach of contract or warranty shall be those allowed by Oregon law,reasonable
and necessary attorney fees,witness fees (expert and non-expert),and other costs of litigation at trial and
on appeal.
1L ACCESS TO RECORDS
City shall have access to such books,documents,papers and records of Seller as are directly pertinent to
this Agreement for the purpose of making audit,examination,excerpts and transcripts.
12. FORCE"EURE
Neither City nor Seller shall be considered in default because of any delays in completion and
responsibilities hereunder due to causes beyond the control and without fault or negligence on the part
of the parties so disenabled, including but not restricted to, natural disaster,war, civil unrest,volcano,
earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually
severe weather or delay of subseller or supplies due to such cause;provided that the parties so disenabled
shall within ten(10) days from the beginning of such delay,notify the other party in writing of the cause
of delay and its probable extent. Such notification shall not be the basis for a claim for additional
compensation. Each party shall,however,make all reasonable efforts to remove or eliminate such a cause
of delay or default and shall,upon cessation of the cause,diligently pursue performance of its obligation
under the Agreement.
13. NON-DISCRIMINATION
Seller agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation
statues,rules,and regulations. Seller also shall comply with the Americans with Disabilities Act of 1990,
ORS 659.425,and all regulations and administrative rules established pursuant to those laws.
3 1 P 2 g e
14. WARRANTY AGAINST DEFECTS
Seller warrants that the goods shall remain free of defects in material and workmanship for a period
of one (1) year commencing the date of City's acceptance. Such defects shall include any failure of
the goods to meet Seller's specifications or the description contained in Seller's product literature. If
within the warranty period City discovers such a defect,Seller shat repair or replace the defective item
or component free of charge. If after three attempts Seller is unable to eliminate a defect,or if Seller
does not commence the warranty work within the time allowed in this paragraph, City shall have the
right to return the defective item or component and,at City's option,either obtain a full refund of the
purchase price of the goods or obtain a refund,in an amount to be agreed upon by the parties, of the
portion of the purchase price of the goods that is allocable to the defective item or component. Seller
shall commence all warranty work within 48 hours of receiving notice of the warranty claim. All
warranty work shall be performed at City's facilities unless otherwise agreed by the parties. If warranty
work is performed at Seller's facilities, Seller shall pay all shipping costs,including the cost of return
shipment. This warranty shall apply to all repair parts furnished by Seller and all repairs performed by
Seller.
15. INTELLECTUAL PROPERTY WARRANTY
Seller warrants that none of the goods,the use thereof or any of the applications,processes or designs
employed in the manufacture thereof infringes the valid claims of any letter patent,patent application,
copyright, trade secret or any other property right of any third party. If as a result of any suit or
proceeding alleging an infringement of any of the foregoing property rights City's use of the equipment
is enjoined, Seller shall at no cost to City either obtain for City a license to use the goods or modify
the goods so as to avoid the infringement without any degradation in performance. If Seller cannot
obtain such a license and cannot so modify the equipment, Seller shall promptly refund to City the
purchase price,less a reasonable amount for depreciation.
16. MAINTENANCE SERVICES
Unless otherwise provided in the Specifications (Exhibit A) or the Proposal(Exhibit B),the City shall
have the right to maintain the goods purchased under this Agreement. Repairs or replacement of
parts by the City or its agents or maintenance contractors shall not alter or void any warranties for
equipment or goods purchased under this contract.
If provided for in the Specifications (Exhibit A) or the Proposal (Exhibit B), Seller shall provide
maintenance services for a five-year period commencing on the date of delivery under the guidelines
established in the Specifications (Exhibit A). All maintenance services shall be performed on City's
premises, unless otherwise agreed by the parties. City may terminate Seller's maintenance services at
any time without cause upon the delivery of written notice. In the event of such termination, Seller's
other obligations under this Agreement shall remain unchanged and Seller shall promptly refund to
City all amounts prepaid for maintenance services and unused.
17. ASSIGNMENT OF MANUFACTURER'S WARRANTIES
Seller hereby assigns all warranties of the manufacturers of components of the goods to City to the
extent such warranties are assignable. In the event Seller must obtain the consent of the manufacturer
or take other action before any such warranties are assignable, Seller shall do so prior to delivery.
18. INDEMNITY/HOLD HARMLESS
Seller shall defend, indemnify and hold harmless City, City's officers, employees, agents and
representatives from and against all liability, claims, demands, judgments, penalties, and causes of
4 1 Page
action of any kind or character,or other costs or expenses incidental to the investigation and defense
thereof,of whatever nature,resulting from or arising out of the activities of the Seller or its subsellers,
agents,or employees under this contract,except,however,that the foregoing shall not apply to liability
that arises out of City's negligence.
19. INSURANCE
Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect
throughout the term of this contract. Such insurance shall cover allrisks arising directly or indirectly out
of Contractor's activities or work hereunder,including the operations of its subcontractors of any tier.
The policy or policies of insurance maintained by the Seller and its subcontractor shall provide at least
the following limits and coverages:
A. Commercial General Liability Insurance: As Seller will be installing or testing the goods, or
otherwise performing services on City's premises, Seller shall provide a certificate indicating
that Seller has commercial general liability insurance covering Bodily Injury and Property
Damage on an"occurrence" form(CG 2010 1185 or equivalent). This coverage shall include
Contractual Liability insurance. Coverage will include $2,000,000 per occurrence and
$3,000,000 general annual aggregate. Said insurance shall name City as an additional insured
and shall require written notice to City thirty (30) days prior to cancellation. If Seller hires a
subseller to perform services on City's premises, Seller shall ensure that Seller's subseller
complies with this paragraph.
B. Business Automobile Liability Insurance: As Seller will be having goods delivered and will
traveling to Tigard offices, Seller shall provide City a certificate indicating that Seller has
business automobile liability coverage for all owned, hired, and non-owned vehicles. The
Combined Single Limit per occurrence shall not be less than$2,000,000. Said insurance shall
name City as an additional insured and shall require written notice to City thirty (30) days in
advance of cancellation. If Seller hires a carrier to make delivery, Seller shall ensure that said
carrier complies with this paragraph.
C. Workers' Compensation Insurance: The Seller, its subsellers, if any, and all employers
providing work,labor or materials under this Contract that are either subject employers under
the Oregon Workers'Compensation Law and shall comply with ORS 656.017,which requires
them to provide workers'compensation coverage that satisfies Oregon law for all their subject
workers or employers that are exempt under ORS 656.126. Out-of-state employers must
provide Oregon workers' compensation coverage for their workers who work at a single
location within Oregon for more than 30 days in a calendar year. Sellers who perform work
without the assistance or labor of any employee need not obtain such coverage. This shall
include Employer's Liability Insurance with coverage limits of not less than $500,000 each
accident.
D. Certificates of Insurance:As evidence of the insurance coverage required by the contract,the
Seller shall furnish a Certificate of Insurance to the City. No contract shall be effected until
the required certificates have been received and approved by the City. The certificate will
specify and document all provisions within this contract.
51Page
E. Additional Insured Provision: All policies aforementioned, other than Workers'
Compensation and Professional Liability,shall include the City its officers,employees,agents
and representatives as additional insureds with respect to this contract.
F. insurance Carrier Rating: Coverages provided by the Seller must be underwritten by an
insurance company deemed acceptable by the City. All policies of insurance must be written
by companies having an A.M.Best rating of"A-VII"or better,or equivalent. The City reserves
the right to reject all or any insurance carrier(s)with an unacceptable financial rating.
20. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the
losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs,
including witness fees (expert and non-expert),attorney's fees and court costs on appeal.
21. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Seller shall comply with all applicable federal,state and local laws,rules and regulations,including,but
not limited to, the requirements concerning working hours, overtime, medical care, workers
compensation insurance,health care payments,payments to employees and subsellers and income tax
withholding contained in ORS Chapter 279, the provisions of which are hereby made a part of this
agreement.
22. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict between
the terms of this instrument in the proposal of the contract, this instrument shall control and nothing
herein shall be considered as an acceptance of the terms of proposal conflicting herewith.
23. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any
court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected
to the extent that it did not materially affect the intent of the parties when they entered into the agreement.
24. REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to the City that:
A. Seller has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of Seller,
enforceable in accordance with its terms.
C. Seller (to the best of Seller's knowledge, after due inquiry), for a period of no fewer than six
calendar years (or since the firth's inception if less than that) preceding the effective date of this
Agreement, faithfully has complied with:
1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316,
317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to Seller, to
Seller's property, operations, receipts, or income, or to Seller's performance of or
6 1 Page
compensation for any work performed by Seller;
3) Any tax provisions imposed by a political subdivision of this state that applied to Seller, or to
goods,services,or property,whether tangible or intangible,provided by Seller,and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced any of
the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and Seller's
services rendered in the performance of Seller's obligations under this Agreement, shall be
provided to the City free and clear of any and all restrictions on or conditions of use, transfer,
modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages,
security interests,liabilities,charges,and encumbrances of any kind.
25. COMPLIANCE WITH TAX LAWS
A. Seller must,throughout the duration of this Agreement and any extensions,comply with all tax laws
of this state and all applicable tax laws of any political subdivision of the State of Oregon. For the
purposes of this Section, "tax laws" includes all the provisions described in subsection 25.C. 1)
through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this Agreement.
Further, any violation of Seller's warranty,in subsection 25.0 of this Agreement that the Seller has
complied with the tax laws of the State of Oregon and the applicable tax laws of any political
subdivision of this state also shall constitute a material breach of this Agreement. Any violation shall
entitle the City to terminate this Agreement, to pursue and recover any and all damages that arise
from the breach and the temmination of this Agreement, and to pursue any or all of the remedies
available under this Agreement,at law,or in equity,including but not limited to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff,and withholding of amounts otherwise due and owing to Seller,
in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief. The City shall be entitled to recover any and all damages suffered as the result
of Seller's breach of this Agreement,including but not limited to direct,indirect,incidental and
consequential damages,costs of cure,and costs incurred in securing a replacement Seller.
These remedies are cumulative to the extent the remedies are not inconsistent,and the City may pursue
any remedy or remedies singly,collectively,successively,or in any order whatsoever.
26. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement between
the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency
between a provision in the main body of the Agreement and a provision in the Exhibit,the provision in
the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and
any other exhibit,Exhibit A shall control. In the event of an inconsistency between Exhibit C and Exhibit
B, Exhibit B shall control. No modification of this Agreement shall be effective unless and until it is
made in writing and signed by both parties. No waiver,consent,modification,or change of terms of this
Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent,
modification,or change if made,shall be effective only in specific instances and for the specific purpose
7 1 Page
given. There are no understandings,agreements,or representations,oral or written,not specified herein
regarding this Agreement. Seller,by the signature of its authorized representative,hereby acknowledges
that Seller has read this Agreement,understands it and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF,City has caused this Agreement to be executed by its duly authorized undersigned
officer and Seller has executed this Agreement on the date hereinabove first written. Approved by Tigard's Local
Contract Review Board at their May 24,2016 business meeting.
CITY OF TIGARDt
PL-OWC NICATIONS
/� 2tSRAPresident
L--"� 11FCMMBF...
By:Authorized City Representative By:Authorized Contractor Representative
G-2-3-26 Ila 6/22/2016
Date Date
81Page
EXHIBIT A
GOODS AND SERVICES TO BE PROVIDED
The Seller shall provide the City with engineering resources to install a ShoreTel VoIP System, equipment
and/or software,into the City of Tigard.
Project Scope:
• Inflow Communications, Inc. will provide all design, configuration, and programming of the
ShoreTel VOIP system throughout the course of this project, Inflow Communications, Inc. will
provide a Project Plan document detailing the specifics of the project,implementation, schedule,
cutover,and training.
• Inflow Communications, Inc. will conduct call-flow meeting(s) with the appropriate Customer
staff.
• Inflow Communications,Inc.will be onsite to install the ShoreTel VoIP System defined by signed
Quote or Purchase Agreement
• Inflow Communications,Inc. will provide project management for the duration of the project.
• Inflow Communications, Inc. will coordinate times and dates with Customer project manager to
meet project goals.
• Inflow Communications, Inc. will be onsite to train all available end-users on the phone and
Communicator client.
• Inflow Communications,Inc.will be onsite to train the Customer designated administrator(s) on
the ShoreWare Director management tool.
• Inflow Communications will provide a phased cut-over approach with next-day onsite cut-
coverage services for Customer
Key Service Deliverables:
• Inflow will provide resources for all critical dates to ensure successful Shoretel implementation.
• Inflow will provide any configuration and/or instruction white papers available for the success of
the ShoreTel system implantation.
• Inflow will provide ongoing support for each critical cutover date, if applicable, to ensure full
functionality for inbound&outbound dialing.
• Inflow will provide end user and administrator training.
• Inflow will provide MultiTech Fax configuration and training.
• Inflow will provide within 30 days of final cut-over, final project documentation detailing the
configuration of the ShoreTel system,call flows,and system licensing.
91Page
EXHIBIT B
SELLER'S PROPOSAL
PURCHMIEA PE
Account name Chf of Tigard
� - ZSuofie Name CinF of Ttge•d-£hceTe.:.nor 1015
I fia VIV
k
Vole Switch Vr 1,�haft wh r Mm Gepaoies.20 S]P Trunk.'.:DFg.T-unk IT1 w E1;.Made in
200 LM&Requires ShoreTel Connect nw supported with ShomTw'4 welder Vise Dual Sa rd,.Traf $2.D00.00 56 ADC 00
,!SAeU 10222)for rock n aun8rg..
Voice Suftf-STIOGFF.1 U.iis3-moFJ-.m4m Cape o/i:14 iP Pho+es.6 Arab%Ertl,14 90 Tnrik,8
3.,00 LS TAw Made ir.USA.Requ r.^shoreTet iarmoorm a&qq rated w9h 31-wo-m 14 a•older is a $32DOW $SAM 00
rVua'Switch Trot(SW N12231 for rmck moaner%
Vaca Switch ST53A.1V1 half.Wdih.Max Capod*=60 P Phones,4 Analog Emu,B SIP Trurdt,4 L13
200 Tirks.Made Sir USM.ReWiras ShomTei Canned not suppoded wdh 3hcmTei 14c,older.Use Dual $2,000.40 54ADC_00
Swish Tm f fS&J 10222}tar rock mourning_
kw sack Nowt Traf FrA lar 3Cs 11i no width,wilds two 1 U hdlf*011.vcicc sr ww-- Mac S'39D oC
6m hriallsion Kit for Shur mal SwkcA es $175.00 $87b W
8.00 Addit and Sm laxnre $49603 52rt7Eo0
200 Vnwa-prrane cepadlf Ifcenm Q.tartitf 60.Each phwm a:so aquhes ar Exgensiw-Gansu. $1,7fimm 53ADDAO
3200 IPPS.ww Am4N9-Requper ViorwTr 14 or Later $429 Da W.7215W
!9090 IP Phone P480g-Regtcres Shw-eTd 14 or latter $969:06 S7jS.'F.1C.00
4600 1P Rwne IP420-Ftcgw r ShmTel 14 cr 6W $18960 SBAN oD
600 Sham7el IP Phoma 420 Well htaunt kit SMCC 5146.00
10,W IP A?`one IP 666 4wh anFi.gLare town-{Regri rc ShwmTie.11.'or Wori $?49.66 pdoo..00
390 Satellite rrimphorimforIPPhone 3P665,Chf2 $196,00 56B600
i..00 Errargerm4 Noxiranun bar more $6.600 4:1 5kG oo
Canmect ONS11EStandard dcoue bundle.MckcSi--Extt#ibj,,Connect desMnp and mobiftf client
"OC.00 w1hhA.ccf4b*muoi%sa*honeand video-Also indrder,Web and App DWm Remctrpmreand $299.90 $29.90000
Coo clad integration.
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calabc.aGan,soRphone and idea.Also includes Web aid App"Ier. $199.00 S37b+".90
6_00 ShoreTei CMNE:'T Adk anced license for C� $a9 CC $2.99&W
990 :isHbueed Yoke Services Lkense $996.40 $996.00
40 Car Timm 4MfSITEYstual Mioiwtlf Aoukw software r,edra lot 51,996A0 $1;99&00
3090 Virtual SV turf 3aense.Enable 1"SIP rmk an a Shc Tel vimwd SIP trunk swrwh. $96.00 'j2 woo
-00 2 Chuan IP 78A Some-jSlPfT 38)Vd,.l3 essay Vt $2.199.9C 52.199A0
190 2-Chemie"'IPFax Server Upgrade SBt1D,Da $90090
100 .tdulfflachEsewxdedWwTmntf+ove-m'kareplaement I $699.0: "99w
190 Competitive Discokw ($10Fi�z66:6Cp Lj106,2b6 fiG)
6 Veer Gold,Support.Mc Phorms-h-cL.d 24s7xN5 Urrisrmind£.not andTmpwame Supowt,
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and idoses to ShomTen:Krowiledge Ease
1-00 Tura.KefInstallation Padmgeper Agreed Upon StaurnerdoWork 524,63D.00 $24„640.00
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10 1 Page
STATEMENT OF WORK (SOW)
Customer Provider
City of Tigard Jodi Simmons
Project Manager
Hereafter referred to as"Customer" P O box 4120#54242
Mike Nolop,IT Director Portland,OR 977108
503-718-2757,miken@tigard-or.gov Tel (5o3)886-8993
JsimmonsCa)inflowcommunicatrons.com
Rob Adams,Project Manager
RobAQa tigard-or gov
Customer PO# Date-
6/:L7/2o16
Inflow PA#: Account Manager-
3466 Michael Dolloff
Requirements Overview
This document defines the Scope of Work Inflow Communications, Inc. (INFLOW) will provide to
Customer. The purpose of this engagement is to provide Customer with engineering resources to install
a ShoreTel VoIP System, equipment and/or software, into the City of Tigard.
Project Scope
• Inflow Communications, Inc. will provide all initial design, configuration, and programming of the
ShoreTel VOIP system
• Inflow Communications, Inc. will conduct call-flow meeting(s) with the appropriate Customer staff.
• Inflow Communications, Inc. will be onsite to install the ShoreTel VoIP System defined by signed
Quote or Purchase Agreement
• Inflow Communications, Inc. will provide project management for the duration of the project.
• Inflow Communications, Inc. will coordinate times and dates with Customer project manager to meet
project goals.
• Inflow Communications, Inc. will be onsite to train all available end-users on the phone, Mobility and
Communicator client.
• Inflow Communications, Inc. will be onsite to train the Customer designated administrator(s) on the
ShoreWare Director management tool
• Inflow Communications will work will client to determine the most efficient cutover options
• Inflow Communications will provide next-day onsite cut-coverage services for Customer
Key Service Deliverables
. Inflow will provide resources for all critical dates to ensure successful ShoreTel implementation.
• Inflow will provide any configuration and/or instruction white papers available for the success of the
ShoreTel system implantation.
&Iflm Statement of Work
v/wwinfkawcnmmuniaations.uom 4b',uppM:885-94NFt.OW Initials
STATEMENT OF WORK (SOW)
Inflow will provide ongoing support for each critical cutover date, if applicable, to ensure full
functionality for inbound & outbound dialing.
1 Assumptions & Dependencies
Customer and Inflow Communications, Inc. agree upon the following requirements and assumptions
regarding information and resources conditional to performing the work described above.
This scope of work is of a high level basis identifying basic requirements for the success of the project.
A more detailed scope of work may be created as a sub scope for each location as the project rolls out
if deemed necessary. All General Assumptions herein shall be assumed in any sub scopes that may be
created.
1.1 General Assumptions
1.1.1 Customer shall adhere to ShoreTel's minimum requirement document in concern to deploying a
VOIP installation. See Attach-VOIP Requirements
1.1.2 At any time during the project, changes in the scope, assumptions, deliverables, or work plan
shall follow Inflow's standard change control procedures as outlined in Change Control section of
the SOW (See Attached). Customer must approve all change requests in order for Inflow and or
Sub Contractor to proceed with performing the work required by the requested change(s).
1.1.3 The participation and commitment of the Customer project team during the project will be
important to its success. This participation and involvement shall include assigned tasks to team
members' specific area of expertise as outlined in the Project Plan and/or Minutes from the Kick-
Off meeting.
1.1.4 Customer shall identify and make available a project contact at each location that will take
location ownership of location-related customer tasks.
1.1.5 Customer shall be responsible for designated personnel that are fully aware of their site and/or
department capabilities regarding phone functionality
1.1.6 Inflow and/or Sub Contractors, if applicable, may require after-hours access and weekend access
to the project locations as determined by schedules and implementation plans. This includes
Customer suite along with any MPOE or Telco closet of which will be the responsibility of the
Customer to arrange access.
1.1.7 Customer is responsible for all wiring and power to handset locations.
1.1.8 Customer is responsible for all wiring from Telco main point of Entry to phone/ server closet.
1.1.9 Unless otherwise stated in this Scope of Work, Customer is responsible for all Local Area Network
(LAN), Wide Area Network (WAN), Firewall, and router deployment, design, configuration, and
troubleshooting. Additional troubleshooting caused by network issues is outside this Scope and
will be a separate billable event.
1.1.10 Customer understands that placing real-time VOIP or video transmissions across the public
Internet or cellular data can result in call quality issues. Customer further understands that this is
bb$bw Statement of Work
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STATEMENT OF WORK (SOW)
completely outside the control of Inflow. Additional time spent troubleshooting quality issues
because VOIP and video packets are traversing the public Internet or cellular data will result in a
separate billable event.
1.1.11 If Customer is providing servers, it is the Customer's responsibility to purchase the adequate
Operating System and licenses and set up the server to meet ShoreTel's minimum specifications.
Additional troubleshooting caused by server issues is outside this Scope and could be a separate
billable event.
1.1.12 Inflow requires that Customer provide adequate UPS equipment for ShoreTel equipment
1.1.13 Vendor shall appoint main contact to interface with Customer to provide Administration training
to Customer designated personnel.
1.1.14 Inflow shall designate personnel for Administration training and ensure they are available for
training per agreed upon Date and Time.
1.1.15 Inflow shall appoint main contact to interface with Customer to provide Telephone and Software
training.
1.1.16 Customer shall work with Inflow to provide training facilities, Date/s, Time/s and students for
administrative and telephone training.
1.1.17 Unless otherwise stated, this Scope includes a 1 to 1.5-hour training class for all users, up to four
(4) hours for administration training (multiple students can attend), and next-business day cut-
coverage services. General user training is conducted onsite with 10 students per class.
Additional training required beyond this Scope will be billed at Inflow's Time and Material rates,
including setup and travel time.
1.1.18 Inflow will demonstrate one (1) Software installation for Customer's designated user
1.1.19 Customer will be responsible for all other Software installations for their end users.
1.1.20 Additional troubleshooting due to Customer-provided computer, tablet, smart device, or headsets
could be a billable event.
&#low Statement of Work
www.inffowrommunications.com 49 SupnrA 8.%-9-1NP11.CM Initials
STATEMENT OF WORK (SOW)
1.1.21 Inflow shall provide hardware per sales quote sheet for the project based on the real locations
and handset counts given by the Customer. Any increase in the hardware will be considered to
be an additional cost for purchase, installation and configuration
1.1.22 Inflow will program the ShoreTel system based on customer-supplied call-flow and user
information during the design process. Additional programming and changes during or after the
initial installation could be a billable event.
1.1.23 Unless otherwise stated, this Scope does not include any custom software development or
customer application configuration and troubleshooting.
1.1.24 It is not Inflow's responsibility to retrieve old voice messages off of the voicemail system being
replaced. It is the Customer's responsibility to notify users that the old voice messages will
become permanently unavailable.
1.1.25 Unless otherwise specified, this Statement of Work does not include services to troubleshoot or
configure customer-owned existing fax servers. Time spent performing these services will result in
a billable event.
2. Information Assumptions per Location
2.1.1 Customer shall provide the persistent availability of a TCP/IP main network that all locations will
have connectivity to for IP phones, ShoreTel equipment and/or computers using the Personal
Communicator software.
2.1.2 Customer shall provide any pertinent information in regards to their Network, firewall, Router,
diagrams, user information and/or interviews with key staff to ensure timely delivery of product of
the ShoreTel system.
2.1.3 Customer shall provide floor plans for each location. Plans will include jack location, and
identification, user/station name, and user/station extension.
2.1.4 Customer shall populate the Excel Customer information and send to Vendor Project Manager as
soon as they can.
2.1.5 Customer is responsible for verifying delivery of Telco service(s), if any, and confirmation of turn-
up date(s) prior to schedule of installation by Inflow
2.1.6 Customer shall provide telephone trunk information regarding locations, departments,
workgroups and hunt groups, if required, pertaining to respective departments or locations.
2.1.7 Customer shall identify any analog dial tone to be allocated to location ShoreTel equipment
either as a backup to T1 or to be used on an everyday basis. ShoreTel equipment will have been
spec'd out per the initial assumption of analog lines and/or devices required.
2.1.8 Inflow is only responsible for cross-connecting analog lines and extensions into the ShoreTel
system at the ShoreTel equipment location. Excessive time spent troubleshooting; configuration,
tracing cable, or cabling is outside this Scope and will result in additional billable hours.
2.1.9 This Scope includes up to two (2) hours per site in coordinating, troubleshooting, and turning up
LeStatement of Work
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STATEMENT OF WORK (SOW)
carrier services. Excessive configuration, troubleshooting, or delays caused by carrier issues (PRI,
SIP trunks, WAN, etc.) is outside this Scope and will result in additional billable hours.
2.1.10 Customer shall identify call flow for each location.
2.1.11 Customer shall identify any call groups or workgroups to be configured or created.
2.1.12 Customer will be responsible for any overhead paging system connectivity for any location if one
already exists or is planned to exist in the future.
2.1.13 Customer shall identify any ancillary device such as door access or security entrance mechanism.
This includes their operation and interaction with any other device/s. Inflow is not responsible for
old or outdated mechanisms that are unable to work with the ShoreTel system.
2.1.14 Customer is responsible for onsite technical support of any existing phone equipment if
integration with the ShoreTel system is required. Inflow is responsible for ShoreTel configuration
of integration only.
Project Scope Initiation of Work
Once INFLOW has received a signed Statement of Work, INFLOW will identify the staffing for this project
within two weeks.
Staff and Credentials
The INFLOW staff consists of consultants with a broad range of practical engineering backgrounds and
expertise. The assigned consultants may draw upon this extensive pool of engineering talent to meet the
diverse technical requirements of today's complex internetworking and server environments. Thus,
INFLOW consultants may use other INFLOW consulting talents if it is deemed necessary to assist with
specific tasks. INFLOW is uniquely qualified to undertake this project because of INFLOW's extensive
experience designing, implementing, and optimizing complex networks in the distributed, multi-protocol
computing environment.
Deliverable(s)Due Dates)and Instructions(resource_•neYcipd for us to perform)
Deliverables are specified above. The Due dates to be set based upon customer engagement start date
and work completion date. Special instructions do not apply.
Consulting Charges
Consulting charges are based on the project as defined in this Statement of Work and will be solidified
between Customer and INFLOW during the project engagement.
Any items that fall outside the scope of this project should be reviewed during a project status meeting
and agreed to with a written Change Order signed by INFLOW and Customer prior to starting the
&L&W Statement of Work
wwwAnflowsommunica ians.com Q Suppm-n5-9-INFI.CAN Initials
STATEMENT OF WORK (SOW)
additional work. Any additional work will be billed at the hourly rate of $160 per standard business hour
(8a.m. — 5 p.m. M — F), time and a half for after hours(Anytime outside of standard hours); weekend
scheduling is only available on a case by case basis as engineer scheduling allows and will be billed at
actual costs incurred.
PROJECT TOTAL ESTIMATED TOTAL ESTIMATED
HOURS COST
ShoreTel Installation Included See quote
ShoreTel Project Management Included See quote
ShoreTel End User Training Included See quote
Inflow Professional Services Included See quote
TOTAL PROJECT FIXED BID SEE QUOTE
Travel&Expenses(T&E):N/A
Accepted and Agreed to by:
Inflow Communications (Director of Operations) City of Tigard
cam.) Amw/
Signature: Signature:
Chris Mitchell
Name: Name:
6/23/2016
Date: Date:
&elm Statement of Work
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STATEMENT OF WORK (SOW)
Additional Project-Specific Items
rhe fallowing items add to or clarify this Statement of Work (SOW)
The proposed system accommodates the following resources:
Site Name:Public Works&Fleet
# of PRI: 0 # of SIP extensions- 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones: 28 # of SIP Trunks - 0
Site Name:Library
# of PRI. 0 # of SIP extensions: 0
# of Analog Lines: 0 # of Analog extensions: 1 overhead paging
# of IP Phones: 50 # of SIP Trunks . 0
Site Name:Facilities(Public Works—Ash)
# of PRI: 0 # of SIP extensions: 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones, 8 # of SIP Trunks 0
Site Name:Permit Center
# of PRI 0 # of SIP extensions. 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones. 69 # of SIP Trunks . 0
Site Name:City Hall
# of PRI: 0 # of SIP extensions- 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones: 38 # of SIP Trunks : 0
bulaw Statement of Work
wwwinkwcommunioa6rms.com d Support OSS-9-INN OW Initials
STATEMENT OF WORK (SOW)
Site Name:Niche(IT Dept)
# of PRI: 0 # of SIP extensions: 80 — Mobility users
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones: 13 # of SIP Trunks 0
Site Name:Police Department
# of PRI. 2 # of SIP extensions- 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones. 32 # of SIP Trunks . 0
Site Name:Cook Park
# of PRI: 0 # of SIP extensions. 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones. 2 # of SIP Trunks 0
Site Name:Summer Lake
# of PRI: 0 # of SIP extensions: 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones: 2 # of SIP Trunks : 0
Site Name:EOC(phones to be stored/boxed at Public Works or Library)
# of PRI. 0 # of SIP extensions: 0
# of Analog Lines: 0 # of Analog extensions: 0
# of IP Phones. 20 # of SIP Trunks . 0
PROJECT SPECIFC NEEDS YES NO
ShoreTel SBE Bundle?
X
Nctc: ShoreTel SEE Knd!£ can accommodate: j mayimurn of 5 sites and 100 users
b#7ow Statement of Work
www."inw,;t4mmunicntions.com. I&Suppnd:855-9-INFI.IM Initials
STATEMENT OF WORK (SOW)
Customer is providing the server(s) X
Customer is providing the POE Switches X
Number of wall-mount brackets required: 5
Number of POE adaptors required? 0
OTHER PROJECT-SPECIFIC ITEMS TO ADD TO THIS SOW
Provide training to Utilities on reporting
DVS and virtual N+i spare switches to be implemented for additional redundancy
ShoreTel Environmental Requirements
Ventilation
Adequate ventilation must be provided to allow air circulation through the ShoreGear equipment. Leave at least two
inches of open space near all vent holes
Gas and Airborne Particles
To avoid corrosion or oxidation of electrical contacts, the environment should be free from airborne
particles and corrosive gas.
Lighting Protection and Grounding
The system must be properly grounded to protect from lightning damage and/or power line cross. The
following condition must be met to ensure proper grounding:
A permanent earthing protector is to be installed between the system and the wiring system ground.
Conned a ground wire to the screw on the back of the unit that is to the right of the product label.
Conned the other end of this ground wire to the wiring system ground. Use a #16 AWG wire or larger
for connectivity to the permanent earthing protector.
&Lqm Statement of Work
www inflowcx mnunicutionr.corn Support 855-9-INFLOW Initials
STATEMENT OF WORK (SOW)
Power supply cord: Use the provided 3-conductor power cord to connect power to the ShoreGear
equipment. The power supply cord must be plugged into a grounded circuit.
A UPS is always recommended.
SPECIFICATIONS
Input Voltage 100-240 VAC, 50-60Hz
Power Consumption 2 A max.
0 to 90% relative humidity
Humidity (noncondensing)
Operating Temperature 0 to 50 degrees Celsius
ShoreTel VOIP Minimum Requirements
ShoreTel VOIP Network(Infrastructure)Requirements
An IP call transcends the entire network infrastructure between two endpoints;these performance requirements
apply to that complete path,endpoint to endpoint.In a Shoreline system the endpoints are typically two ShoreGear
switches or an IP phone and a ShoreGear switch.
Bandwidth
Bandwidth requirements are dictated by the concurrent number of calls on a given network segment.
Latency
Latency is the amount of time it takes for one person's voice to be sampled,packetized,sent over the IP network,de-
packetized,and replayed to another person.This one-way delay,from"mouth to ear,"must not exceed zoo msecs
for toll quality voice.
Jitter for Voice Switches
Jitter is the variation of latency across the network and the variation in packet processing inside the
switches.
Packet Loss
Lost packets can occur on the IP network for any number of reasons.Packet loss above i%begins to adversely affect
voice quality.
LWAZM4/ Statement of Work
www.iftwcurnPnunicatix►s.com Support:855-9-INFLOW Initials
STATEMENT OF WORK (SOW)
This table summarizes the network requirements for bandwidth,latency,jitter,and packet loss.
PARAMETER REQUIREMENT
With ADPCM and no RTP Header Compression:52 Kbps per call
With G.729a and no RTP Header Compression:26 Kbps per call
Bandwidth With G.711 and no RTP Header Compression:82 Kbps per call
NOTE:If your network uses VPN,bandwidth use is affected.
<zoo msecs total
ioo msecs less 42 msecs allocated for the Shoreline system yields a 58 msec
Latency andjitterfortoll budget for the network.
Quality When G.729a encoding is used,ioo msecs less 62 msecs allocations forthe
Shoreline system yields a 38 msec budget forthe network.
<3.5o msecs total
Latency and jitter for iso msecs less 42 msecs allocated for the Shoreline4 system yields a 1o8 msec
acceptable budget for the network.
Quality When G.729a encoding is used,l5o msecs less 62 msecs allocated forthe
Shoreline4 system yields an 88 msec budgetforthe network.
Packet loss <3.%forvoice calls,and no packet loss forfax and modem calls
Y07ow Statement of Work
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STATEMENT OF WORK (SOW)
Customer Change Order or Additional Work Request
SECTION i
Date Inflow Rep: Word Order Number:
Click here to enter text. Click here to enter text.
SECTION z
Customer Name: Requester:
Address 1: Telephone:
Address 2: Customer PO#:
City: Software Level:
State: Zip: Due Date:
SECTION 3
Requested Work: Click here to enter text.
Reason for Change: Click here to enter text.
City. Part Number New/Ref Material Unit Cost Extended
Cost
Payment Terms: Upon Receipt of Invoice Quoted Material $
Warranty: Quoted Labor $
Attachments: Revised Timeline Reconfiguration $
Work Authorized by. Sicrnatwe -nuEt be an i�st of authorized TOTAL S
persuiwi ttiai ca.,i inLuke ur rl:qlles! changes Less Discount $
)
GRAND TOTAL $
Authorize on (date):
b2flow Statement of Work
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STATEMENT OF WORK (SOW)
The terms and conditions which govern this Customer Change Order are set forth in the original
contract for the installation of this system, with the exception of payment terms and warranty which are
described above. These provisions take precedence over all other purchase orders or contracts. Quoted
prices are valid for 30 days.
Statement of Work
&plow
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EXHIBIT C
CITY OF TIGARD,OREGON
GENERAL TERMS&CONDITIONS FOR THE PURCHASE OF SUPPLIES AND/OR SERVICES
1. DEFINITIONS: 'Contract'shall mean the entire written agreement between the Parties,including but not limited to any Invitation to
Bid, Request for Proposal, or submitted quote and its specifications,terns, conditions, solicitation instructions, addenda, contract
amendments,price agreement documents,and purchase order.
`Contractor'shall mean a person or organization with which the City of Tigard has contracted for the purchase of goods or
services. The terms`Contractor'and`Seller'are synonymous as used in the Uniform Commercial code(Oregon Revised Statute
(ORS) chapter 72).
`City'means the City of Tigard,Oregon and is synonymous with Buyer'as used in ORS chapter 12. `City'shall also mean an
Oregon Cooperative Procurement Program (ORCPP) member if the purchase is being made under the State's cooperative
purchasing program as authorized by ORS 279A and Tigard's Public Contracting Rules.
`Parties'shall collectively mean the`City'and the`Contractor'.
2. ACCEPTANCE OF CONTRACT: This Contract is the City's offer to purchase the goods and/or services described herein
from the Contractor. The City's placement of this Contract is expressly conditioned upon Contractor's acceptance of all the
terms and conditions of purchase contained on or attached to this Contract
3. WORKERS'COMPENSATION: The Contractor,its subcontractors,and all employers providing work,labor,or materials
under this Contract are subject employers under the Oregon Workers'Compensation Law and shall comply with ORS 656.017,
which requires them to provide Oregon Workers'Compensation coverage that satisfies Oregon law for all their subject workers.
Contractor shall also comply with ORS 279B.230 regarding payment for medical care.
4. STANDARD AND SPECIAL TERMS AND CONDITIONS: The terms and conditions printed on this page are standard
to City contracts for the purchase of goods or trade services. There may also be special terms and conditions detailed in an
Invitation to Bid,Request for Proposals,Quote Request,or other documents which may apply to this contract,and which are
incorporated by this reference herein.
5. DELIVERY: All deliveries shall be F.O.B.destination with all transportation and handling charges paid by Contractor unless
specified otherwise in the Contract Responsibility and liability for loss or damage shall remain with Contractor until final
inspection and acceptance when responsibility shall pass to the City except as to latent defects,fraud,and Contractor's warranty
obligations.
6. INSPECTIONS: Goods furnished under this Contract shall be subject to inspection and test by the City at times and place
determined by the City. If the City finds goods furnished to be incomplete or not in compliance with solicitation specifications,
the City may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price,
whichever is equitable under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed
reasonable by the City,the City may reject the goods and cancel the contract in whole or in part. Nothing in this paragraph
shall in any way affect or limit the City's rights as Buyer,including the rights and remedies relating to rejection under ORS
72.6020 and revocation of acceptance under ORS 72.6080.
7. WARRAN'T'IES: Unless otherwise stated,all goods shall be new and current model and shall carry full manufacturer warranties.
Contractor warrants all goods delivered to be free from defects in labor,material and manufacture and to be in compliance
with solicitation specifications. All implied and expressed warranty provisions of the Uniform Commercial Code(ORS chapter
72) are incorporated in this contract. All warranties shall run to the City. Contractor warrants that the material and/or
equipment furnished do not infringe any patent registered trademark or copyright, and agrees to save, hold harmless, and
indemnify the City in the event of any claim of infringement.
8. CASH DISCOUNT: If the City is entitled to a cash discount,the period of computation shall commence on the date the entire
order is delivered or the date the invoice is received,whichever is later.
9. PAYMENT: Payment for completion of City contracts is typically made within 30 days following the date the entire order is
delivered or the date the invoice is received,whichever is later.
111 1, age
10. TERMINATION: This Contract may be terminated by mutual consent of both parties or by the City at its sole discretion.
The City may cancel an order for goods at any time with written notice to Contractor,stating the extent and effective date
of termination. Upon receipt of this written notice,Contractor shall stop performance under this Contract as directed
by the City.If this Contract is so terminated,Contractor shall be paid in accordance with the terms of the Contract for goods
delivered and accepted if Contractor's damages arising out of return of the goods cannot be mitigated by the resale as provided
in the Uniform Commercial Code(ORS 72.7060).
11. FORCE MAJEURE: Neither City nor Contractor shall be held responsible for delay or default caused by fire,riot, acts of
God and/or war,which is beyond the Party's reasonable control. The City may terminate this contract upon written
notice after determining such delay or default will reasonably prevent successful performance of this Contract
12. BREACH OF CONTRACT: Should Contractor breach any of the provisions of this Contract,the City reserves the right to
cancel this Contract upon written notice to Contractor. Contractor shall be liable for any and all damages suffered by the City
as the result of Contractor's breach of Contract including but not limited to incidental and consequential damages,as
provided in ORS 72.7110 to 72.7170. In the event of repeated breach of public and/or private contracts, Contractor
shall be subject to disqualification for City contracts,as provided in ORS chapter 279B and Tigard's Public Contracting
Rules.
13. INDEMNMCATION: Contractor agrees to defend,indemnify,and hold ham-less City,City's officers,employees,agents,and
representatives from and against all liability,claims,demands,judgments,penalties,and causes of action of any kind or character,or
other costs or expensed incidental to the investigation and defense thereof,of whatever nature,resulting from or arising out of the
activities of the Contractor or is subcontractors,agents,or employees under this Contract,except,however,that the foregoing shall
not apply to liability that arises out of City's negligence.
14. ACCESS TO RECORDS: Contractor shall maintain all fiscal records relating to this Contract in accordance with generally
accepted accounting principles and shall maintain any other records relating to this Contract in such a manner as to clearly
document Contractor's performance hereunder. The City and its duly authorized representatives shall have access to such
fiscal records and to all other books,documents,papers,plans and writings of Contractor which relate to this Contract,to
perform examination,and audits and make excerpts and transcripts.
15. AMENDMENTS: The berms of this contract shall not be waived,altered,modified,supplemented or amended in any manner
a hatsoever without prior written approval of the City.
16. SEVERABILITY: Nothing contained herein shall be construed to require the commission of any act contrary to law,and wherever
there is any conflict between the provisions contained herein and any present or future statute,law,ordinance or regulation contrary to
which to the parties have no legal right to contract;the latter shall prevail. The provision of this Contract,which is affected,shall be
curtailed and limited only to the extent necessary to bring it within the requirement of the law.
17. WAIVER: Failure of the City to enforce any provision of this Contract shall not be a waiver or relinquishment by the City of its
right to such performance in the future nor of the right to enforce any other provisions of this Contract.
18. GOVERNING LAW;JURISDICTION,VENUE: This Contract shall be governed and construed in accordance with the laws
of the State of Oregon,without resort to any jurisdiction's conflict of laws,rules,or doctrines. Any claim, action, suit, or
proceeding(collectively,"the Claim'l between the City and the Contractor that arises from or relates to this Contract shall
be brought and conducted solely and exclusively within the Circuit Court of Washington County for the State of Oregon.
Provided, however,if the claim must be brought in a federal forum, then it shall be brought and conducted solely and
exclusively within the Portland office of the United States District Court for the District of Oregon. Contractor hereby consents
to the in person am jurisdiction of said courts.
19. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: The Contractor shall not assignor subcontract any of its rights or obligations
hereunder without the prior written approval of the City. Any unapproved assignment shall be void. Contractor shall be filly responsible
for the acts or omissions of any subcontractors and all persons employed by theta,and neither the approval by City of any subcontract
nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and the City.The provisions
of this Contract shall be binding upon, and shall inure to the benefit of, the Parties to the Contract and their respective
successors and assigns.
20. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply with all federal,state and local laws,codes,regulations and
ordinances applicable to the provision of goods under this contract, including, without limitation, the provisions of ORS
279C.505,279C.515,and 279B.235,as set forth below and the provisions of:(i)Title VI of the Civil Rights Act of 1964;(ii)
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Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 (Pub L No 101-336).ORS
659.425,and all amendments of and regulations and administrative rules established pursuant to those laws;and(v)all other
applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations.
21. PAYMENTS REQUIRED BY ORS 279C.505 AND 279B.220: For all goods provided under this Contract,Contractor shall(i)
pay promptly,as due,all persons supplying labor or material;(1i)pay all contributions or amounts due the Industrial Accident Fund
from the Contractor or any subcontractor;(iii)not permit any lien or claim to be filed or prosecuted against the state,county,
school district,municipality,municipal corporation or subdivision thereof;and(iv)pay to the Department of Revenue all
sums withheld from employees pursuant to ORS 316.167.
22. CITY PAYMENT OF CONTRACTOR CLAIMS: If Contractor fails,neglects,or refuses to pay promptly as due,any claire
for labor or services furnished to the Contractor or any subcontractor by any person in connection with the goods provided
under this Contract,the City may pay such claim and charge the amount of the payment against funds due or to become
due the Contractor under this Contract. The payment of a claim by the City pursuant to paragraph 21 shall not relieve the
Contractor or its surety,if any,from obligation with respect to any unpaid claims.
23. HOURS OF LABOR No person shall be employed by the Contractor for more than ten hours in any one day,or 40
hours in any one week,except in cases of necessity, emergency, or where public policy absolutely requires it,and in
such cases the laborer shall be paid at least time-and-a-half pay for all overtime in excess of ten
hours a day and for work performed on Saturday and on the legal holidays,including each Sunday, as specified in ORS
279B.020 and 279C.540.
24. SAFETYAND HEALTH REQUIREMENTS: Goods and services provided under this Contract shall comply with all federal
Occupational Safety and Health Administration (OSHA) requirements and with all Oregon safety and health
requirements,including those of the State Workers'Compensation Division.
25. AWARD TO FOREIGN CONTRACTOR If Contractor is not domiciled in or registered to do business in the State of Oregon,
Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division
all information required by those agencies relative to this contract. The City shall withhold final payment under this contract
until Contractor has met this requirement.
26. RECYCLABLE PRODUCTS: Contractor shall use recyclable products to the maximum extent economically feasible in the
performance of this Contract Contractor shall specify the minimum percentage of recycled product in the goods provided.
27. MATERIAL SAFETY DATA SHEET(MSDS) In accordance with the OR-OSHA Hazard Communication Rules in OAR
chapter 437, Contractor shall provide the City with a Material Safety Data Sheet for any goods provided under this
Contract which may release,or otherwise result in exposure to,a hazardous chemical under normal conditions of use (OAR
437-002-0360). In addition,Contractor must label,tag or mark such goods.
28. LICENSE/CERTIFICATION: The Contractor shall have a business license from the City and be EEO certified,if required
under City Code.
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