Aronson Security Group ~ C170018 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUSTACCOMPANY EvER Y CONTRACT)
Contract Title: AMAG Software Upgrade Number:
Contractor: Aronson Security Group Contract Total: $7634.00
Contract Overview: Perform a system upgxrade of the AMAG security stem
Initial Risk Level: []Extreme ❑High ❑ Moderate ® Low
Risk Reduction Steps: None,there is no risk
Risk Comments:
Risk Signature:
Contract Manager: Mike Nolop Ext: 2757 Department: FIS
Type: ❑ Purchase Agreement ® Personal Service ❑ Generalervice ❑ Public ImP o em ;t
❑ IGA ❑ Other. Start Date: I �/ End Date: �O M
Quotes/Bids/Proposal: FIRM AMOUNT/. ORE
ASG —Preferred Vendor for Security System $7634.00
Account String: Fund-Division-Account Work Order—Activity Joe Amamt
FY 16-17 600-2300-54001 S 47634.00
FY
FY
FY
FY
Approvals- LCRB Date:
Department Comments: Needed pLoject using preferred vendor
Department Signature:
Purchasing Comments:
Purchasing Signature:
City 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.
go
Contract Number c 001
CITY OF TIGARD,OREGON
PERSONAL SERVICES CONTRACT
AMAG SYSTEM UPGRADE AND RENEWAL
THIS AGREEMENT made and entered into this 15`'day of August, 2016 by and between the City
of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Aronson
Security Group,Inc.,hereinafter called Consultant.
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for services related to an upgrade of
the City's ANIAG System;and
WHEREAS,City has need for the services of a company with a particular training,ability,knowledge,
and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as City does hereinafter require,under those terms and conditions set forth,
THEREFORE,the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Consultant shall initiate services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement. Consultant agrees to complete work that is detailed
in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City
will be contained in subsequent scope of work as needed.
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended, on June 30,2017. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Consultant for performance of those services described herein and in
any subsequent agreements that arise from the work under this Agreement. The total amount
paid to the Consultant by the City shall not exceed Seven Thousand Six Hundred Thirty*Four
and No/100 Dollars (57,634.00)if all tasks are completed. Any and all payments made to the
Consultant shall be based upon the following applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement includes
all expenses incurred by Consultant, with the exception of expenses, if any identified in
this Agreement as separately reimbursable.
B. Payment xvill be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
Payment shall be made only for work actually completed as of the date of invoice.
C. Payment by City shall release City from any further obligation for payment to Consultant,
for services performed or expenses incurred as of the date of the invoice. Payment shall
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying labor or
materials for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished unless the City fails to pay Consultant as
set forth in this Agreement.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all overtime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
I. Consultant shall promptly, as due, make payment to any person, co-partnership,
association or corporation, furnishing medical, surgical and hospital care or other needed
care and attention incident to sickness or injury to the employees of Consultant or all sums
which Consultant agrees to pay for such services and all moneys and sums which
Consultant collected or deducted from the wages of employees pursuant to any law,
contract or agreement for the purpose of providing or paying for such service.
J. The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. Funding during future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT
City shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this Agreement, including any computations, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to this Agreement.
5. ASSIGNMENTMELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment shall be of any force or effect
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whatsoever unless and until the other party has so consented. It City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any
subcontractors and of all persons employed by them,and neither the approval by City of any
subcontractor nor anything contained herein shall be deemed to create any contractual relation
between the subcontractor and City.
6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT
Consultant certifies that:
A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is
and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not
an employee of City,shall not be entitled to benefits of any kind to which an employee of
City is entitled and shall be solely responsible for all payments and taxes required by law.
Furthermore,in the event that Consultant is found by a court of law or any administrative
agency to be an employee of City for any purpose, Citi- shall be entitled to offset
compensation due,or to demand repayment of any amounts paid to Consultant under the
terms of this Agreement, to the full extent of any benefits or other remuneration
Consultant receives (from City or third party) as a result of said finding and to the full
extent of any payments that City is required to make (to Consultant or to a third party) as
a result of said finding.
B. The undersigned Consultant hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive
any remuneration of any description from Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
If this payment is to be charged against Federal funds, Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his or her normal charge for the type of service provided.
Consultant and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System.
C. Consultant shall obtain,prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based on a calendar
year with a December 31 st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this Agreement. Consultant represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
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as the requirements of applicable federal, state and local laNvs, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
Consultant agrees to indemnify and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (at both trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies)that may be asserted by any person
or entity which in any way arise from, during or in connection with the performance by
consultant or any sub tier labor of Consultant of the work described in this contract, except
liability arising out of the negligence of the City and its employees. Such indemnification shall
also cover claims brought against the City under state or federal worker's compensation laws.
If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the validity of the remainder of this indemnification.
8. INSURANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance shall cover risks arising directly
or indirectly out of Consultant's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Consultant shall provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract,Comprehensive 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 for the indemnity pro-tided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $2,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $50,000
B. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single
Limit per occurrence shall not be less than$1,000,000.
If Consultant uses a personally-owned vehicle for business use under this contract, the
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of the
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contract,business automobile liability coverage for all owned vehicles on an"occurrence"
form. The Combined Single Limit per occurrence shall not be less than$2,000,000.
C. Workers' Compensation Insurance
The Consultant, its subcontractors, if any, and all employet-s providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location vEithin Oregon for more than 30 days in a calendar
year. Consultants who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers shall
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
D. 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.
E. Insurance Carrier Ratin—a
Coverages provided by the Consultant 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.
F. Self-Insurance
The City understands that some Consultants may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Consultant is self-insured
for commercial general liability or automobile liability- insurance the Consultant must
provide evidence of such self-insurance. The Consultant must provide a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate will specify and document all provisions within this contract and include a copy
of Additional Insured Endorsement. A renewal certificate will be sent to the below
address prior to coverage expiration.
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H. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer,employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary= to the extent permitted by
law. The parties further agree that other insurance maintained by the City is excess and
not contributory insurance with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general
liability,professional liability,pollution and errors and omissions policies required by this
contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard,Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance shall not be construed to limit Consultant's liability
hereunder. Notwithstanding said insurance,Consultant shall be obligated for the total amount
of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. METHOD &PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS
All notices,bills and payments shall be made in writing and may be given by personal delivery,
mail or by 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:
CITY OF TIGARD ARONSON SECURITY GROUP
Atm: Louis Sears,Network Admin Attn: Forrest Huntington
Address: 13125 Ste'Hall Blvd Address: 9350 SW Nimbus Avenue
Tigard, Oregon 97223 Beaverton,Oregon 97008
Phone: (503) 718-2403 Phone: (503) 639-9988
Email: louis&tigard-or.gov Email• forrest.hund on aronsonsecuri .com
and when so addressed,shall be deemed given upon deposit in the United States mail,postage
prepaid,or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the time of actual delivery. Changes may
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be made in the names and addresses of the person to who notices,bills and payments are to
be given by giving written notice pursuant to this paragraph.
10. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement shall be effective unless and until it is made
in writing and signed by both parties.
11. PROFESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on matters contrary to City interests.
Further, Consultant shall not engage services of an attorney and/or other professional who
individually,or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services on an attorney and/or other professional who individually, or through members of
his/her same firm, represents clients on matters contrary to City interests, Consultant shall
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven (7) days to eliminate the conflict to
the satisfaction of the City. If such conflict is not eliminated within the specified time period,
the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement.
12. TERMINATION WITHOUT CAUSE
At any time and without cause, City shall have the right in its sole discretion,to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the date of termination.
13. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Consultant,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or if
there is an assignment for the benefit of creditors of Consultant.
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Any such termination of this agreement under paragraph(A) shall be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Consultant, may
terminate the whole or any part of this Agreement:
1) If Consultant fails to provide services called for by this agreement within the time
specified herein or any extension thereof,or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this agreement in accordance
with its terms,and after receipt of written notice from City,fails to correct such failures
within ten (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be exclusive and are in addition to any other
rights and remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount which bears the same ratio to the total fees specified in this Agreement as the
services satisfactorily rendered by Consultant bear to the total services otherwise required
to be performed for such total fee; provided, that there shall be deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract by
Consultant. Damages for breach of contract shall be those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
15. FORCE MA EURE
]Neither City nor Consultant 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, an act of
God or of a public enemy, civil unrest,volcano, earthquake, fire, flood,epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor 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.
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16. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Consultant of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
17. NON-DISCRIMINATION
Consultant agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the
Americans with Disabilities Act of 1990,ORS 659A.142,and all regulations and administrative
rules established pursuant to those laws.
18. ERRORS
Consultant shall perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
19. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement may authorize extra (and/or change)
work. Failure of Consultant to secure authorization for extra work shall constitute a waiver
of all right to adjustment in the contract price or contract time due to such unauthorized extra
work and Consultant thereafter shall be entitled to no compensation whatsoever for the
performance of such work.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
completion of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best available unless otherwise specified in the
profession. Neither acceptance of the work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. 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 attorney's fees and court costs on appeal.
22. GOVERNING LAW
The provisions of this Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant 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
subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 279C,
the provisions of which are hereby made a part of this agreement.
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24. 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 said terms of said
proposal conflicting herewith.
25. AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement,and to assure adequate performance and accurate expenditures within the contract
period. Consultant agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
26. 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.
27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY
Where applicable,seller must make payment promptly as due to persons supplying Consultant
labor or materials for the execution of the work provided by this order. Consultant shall not
permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on
account of any labor or material to be furnished. Consultant further agrees to pay to the
Department of Revenue all sums withheld from employees pursuant to ORS 316.167.
28. HOURS OF LABOR
If labor is performed under this order,then no person shall be employed for more than eight
(8) hours in any one day, or forty (40) hours in any one meek,except in cases of necessity, or
emergency or where the public policy absolutely requires it,and in such cases,except cases of
contracts for personal services as defined in ORS 279A.055, the labor shall be paid at least
time and a half for all overtime in excess of eight (8) hours a day and for all work performed
on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for
personal services as defined in ORS 279A.055,any labor shall be paid at least time and a half
for all hours worked in excess of forty(40)hours in any one week,except for those individuals
excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209.
29. MEDICAL CARE AND WORKERS' COMPENSATION
Consultant shall promptly, as due, make payment to any person, co-partnership, association
or corporation, furnishing medical, surgical and hospital care or other needed care and
attention incident to sickness or injury,to the employees of such Consultant,of all sums which
the Consultant agrees to pay for such services and all moneys and sums which the Consultant
collected or deducted from the wages of the employees pursuant to any law, Consultant
agreement for the purpose of providing or paying for such service.
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30. REPRESENTATIONS AND WARRANTIES
Consultant represents and warrants to the City that:
A. Consultant 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
Consultant,enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm'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
Consultant, to Consultant's property, operations, receipts, or income, or to
Consultant's performance of or compensation for any work performed by Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Consultant,or to goods,services,or property,whether tangible or intangible,provided
by Consultant;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
Consultant's services rendered in the performance of Consultant'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.
31. COMPLIANCE WITH TAX LAWS
A. Consultant 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 Consultant's warranty, in subsection 25.0 of this
Agreement,that the Consultant 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 termination 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;
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2) Exercise of the right of setoff,and withholding of amounts otherwise due and owing
to Consultant,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 Consultant'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 Consultant.
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.
32. 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
Exhibits, the provision in the main body of the Agreement shall control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A shall control.
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 given. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Consultant, by the signature of its authorized representative, hereby
acknowledges that he/she 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 Consultant has executed this Agreement on the date hereinabove first written.
CITY OF TiGAY0 ARONSON SECURITYyGRRoup
G
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By: Authorize Ci v f Tigard Representative By:Authorized Agent of Consultant
9/15/2016
Date Date
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EXHIBIT A
SERVICEs TO BE PROVIDED
This project will keep the City's update the City's AMAG software. Upgrading is intended to
enhance Consultant's ability to service and maintain your security system and reduce your overall
maintenance investment. The upgrade will be from AMAG version 6.1 to ANLkG version 8.1.
A valid SSA is required to upgrade the software. Before the upgrade begins this project includes
Consultant labor to inspect the system and verify panel locations and firmware versions. If the
system inspection reveals hardware that is not supported in version 8 then Consultant shall also
provide a proposal for the recommended solutions that will need to be addressed before the
upgrade can be completed.
An additional installation hours for minor upgrades / patches which may occur during the period
will be billed on a time and material basis when they are completed. Installation labor covers
professional installation by a trained software engineer and brief training for City's administrator
user staff on the changes in the neva software version.
Pricing is for the upgrade of the A�NIAG server and (2) client work stations. Additional upgrades to
clients and/or badge stations will be billed separately as time and materials.
Consultant shall:
• Verify that the SSA/SLA agreement with manufacturer is valid (provided in ASG proposal
PDX-14067)
• Inspect system hardware to ensure compatibility with latest AMAG software
• Create a project plan for the software upgrade
• Perform system upgrade of the PACS server(1)
• Perform PACS server migration
• Perform system upgrade on VDZS (0)
• Perform system upgrade on Network Video Recorder(TNA R)(0)
• Perform Client computer upgrade (2)
• System Administrator training option for(4) hrs system training on new system features in a
single location
• Assume that City of Tigard will provide a new server and client workstations,if required
This Agreement also renews the City's AMAG Software Support Agreement into August of 2017.
This is for Gold Level support at a cost of$2,234.00.
13 9 a .
EXHIBIT B
CONSULTANT'S PROPOSAL
SEE ATTACHED.
14 > ; e
AronsonsecurfY®MUP
Security
Proposal for:
■
■
AMAG SSA renewal
City of Tigard
PDX-14067
Prepared by:
Forrest Huntington
July 8, 2016
This document is proprietary and confidential and is not to be copied or distributed without prior written approval from Aronson Security Group,
Inc.(ASG). This document is submitted with the understanding that it will be kept confidential between the Client and ASG and will be returned
to ASG within 30 days if an agreement is not reached.
9350 SW Nimbus Avenue I Beaverton,OR 97008 1 503.639.9988 1 503.684.4357 tax I wwwaronsonsecurity,com
WACL ARONSSGOI 3C6 I ORCCB 185024
City of Tigard, AMAG SSA renewal-PDX-14067
aronsop Page 2 of 9
July 8, 2016
Louis Sears
City of Tigard
13125 SW Hall Blvd
Tigard, OR 97223
Dear Louis:
Thank you for contacting Aronson Security Group (ASG) regarding your AMAG SSA renewal. I am pleased to
present the following proposal for ASG's Proactive Services.
Please contact me directly should you have any questions or require additional information. If you agree with the
proposal as written and terms set forth, please indicate your acceptance by completing the Proposal Acceptance
and returning a copy to my attention.
Thank you very much for considering ASG.We look forward to working with you.
Sincerely,
Forrest Huntington
Associate Client Manager
Aronson Security Group
503-670-5226
fbrrest.huntington@aronsonsecudty.com
Your • Your in. Your Volue. Your
City of Tigard, AMAG SSA renewal-PDX-14067
aronso
Page 3 of 9
The AMAG Software Support Agreement(SSA)an agreement that allows support for your access control system
from the manufacturer. The SSA allows ASG to received support for your system. ASG labor is not included in
this agreement and is invoiced as time and materials.
Keeping your AMAG Software Support Agreement(SSA) up to date is important for your access control system
because it provides manufacturer support. A valid SSA allows ASG access to the AMAG technical library,AMAG
technical support and the ability to start trouble tracking tickets with AMAG for your access control system. The
SSA also allows access to the latest developed software from AMAG.AMAG software development includes new
product support, new features, patches and updates.A valid SSA increases ASG's ability to service and maintain
your security system.
System AMAG Enterprise
SSA expiration date: 6/6/2015
Proposed SSA expiration date: 8/1/2017
SSA support level: Gold
AMAG support hours: 5AM-5PM PST
Proposed software version upgrade: N/A—Provided in separate proposal
�"* r'
Support
SSA Renewal One Time $2,234.00
Estimated Sales Tax $0.00
Total $2,234.00
WWIIV'Mm « � 4W
Renew the SSA agreement with manufacturer
The ASG Project Manager will perform the following responsibilities:
• Act as primary point of contact for the project team.
• Act as a liaison between teams
• Request ASG resources/scheduling
• Communicate important dates and pending tasks
• Risk Management
Your / Your • Your • Your Security.
City of Tigard, AMAG SSA renewal-PDX-14067
aronsonsecurity -rtiup
Page 4 of 9
PROJECTCLOSURE
A Project Closure meeting will be scheduled to review the project. At this time, you will have the opportunity to
raise any questions pertaining to the engagement itself, clarify any issues that remain, and discuss next steps
with the engineer. Both parties shall agree that this project is complete once all items within this Statement of
Work are complete.
As part of the Project Closure meeting ASG will provide our Customer Care documents that will outline your
customer contact and support numbers. Please see warranty matrix below:
*Reese note: SSA does not include ASG!abor"
Manufacturer
Support Period
Start End Costs
SSA July 8 Aug 1 Manufacturer support only.This allows ASG to get support from the
2016 2017 manufacturer.ASG labor not included.
Professional N/A N/A N/A
Services
The renewal support level is Gold. A proposal to add Platinum can be provided.
Ferrer-. s ^ •nd a. hal
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Your r - Your • Your r Your
City of Tigard, AMAG SSA renewal-PDX-14067
aronsonseciu
Page 5 of 9
ASG is not preforming an up-grade therefore:ASG has excluded any support of custom integrations such as Data
Exchange, Data Conduit, or other third party integrations.As part of the pre-upgrade plan ASG will determine
impact to these systems and if it is determined that additional labor hours are required to maintain function after
the upgrade. The additional hours would be billed as Out of scope Professional Services labor rate.
Please see Appendix A: Responsibility Matrix
Please see Appendix B: Change management
Please see Appendix C: Out of Scope Professional Services Fees
APPE,vDixA:REspo,vslslLiryNA7*Rlx
The following matrix represents the detailed expectations of each category and shall be used in conjunction with
client or GC-provided responsibility matrix.
Provide By Install By
AMAG ASG Sub GCIEC Owner •
Server,Operating System,&Licenses
Server&Operating System X X
Workstation&Operating System X X
Remote connection to AMAG server X X
System license installation X X
System configuration,programming,and software setup X X
• Requests for changes beyond that defined in this Statement of Work will require a signed Change Order
Request detailing specific requirements and expectations. This will be coordinated through the ASG
Project Manager or Project Lead if no Project Manager is defined.
• Request for changes in reduction of work by ASG in which owner will assume more responsibility for
project tasks
• Change Order Requests may affect the project schedule and project cost
• Delays by third party vendors may impact the project schedule and may create applicable additional
charges that will require a Change Order
PPENDIx C.,OU r OF s- PROFESSIONA
Fixed Fee Option
ASG will provide resources and services as detailed in this Statement of Work. A fixed fee project requires that
both parties meet the responsibilities as defined in this document. If the defined project responsibilities are not
met, additional fees may apply.
Resource Billable Hourly Rate
Engineer $150.00
Project Manager $150.00
Professional Services $170.00
For scheduled work starting outside the business hours of Monday through Friday, 7:30 am to 4:30 pm pacific
standard time. Work during the weekends will be billed at 150%of the normal hourly rate.
Your s Your • Your • Your
City of Tigard, AMAG SSA renewal-PDX-14067
aronsoPage 6 of 9
The following clarifications apply to this proposal and are intended to offer specific detail and clarity regarding the scope of work
ASG is providing and the work to be done by others:
• This proposal is valid only for 30 days from the date on our cover letter. Costs may increase due to factors such as copper market
volatility.This proposal includes non-expedited shipping costs.Expedited freight is available at additional cost.
■ All work to be performed during regular business hours(M-F 7:30AM 4:30PM),unless specifically noted in our scope of work.We reserve
the right to work evening shifts as necessary.Unrestricted access to work site to be provided by client.
• 110 VAC Class 1 electrical power provisions at required locations to be provided by others.
• Cable path including Cable tray,raceway,conduit,pull boxes,back boxes and pull strings are excluded.To be provided by others.
• Cable will be installed in existing data cable trays,or exposed and be suspended to building structure.We assume that our technicians
will be able to utilize established cable paths/trays.If required,cable trays,ducts,coring,sleeves,and fire sealing provided by others.
• Electrified door hardware, electric locks, door closers, and associated door hardware are excluded, unless specifically included in our
scope of work and/or equipment list.Fire system interface costs and Door Release Push Buttons are to be provided/installed by others
if associated Magnetic Locks are not provided by ASG.
• Device Unobstructed Pathways:Access control electronic devices require an unobstructed pathway for installation and cable termination.
Devices are, but are not limited to,electronic transfer hinges, electronic locks, Door Position Switches (DPS), Request to Exit Devices
(REX),card readers,door actuators,push buttons(ADA,magnetic lock release),etc.To be provided by others.
• Door frame penetrations(drilling)pathway to devices(i.e.DPSs,REXs,magnetic locks,etc)indicated in device manufacturer's datasheet
and/or drawing typical.To be provided by others.
• Conduit that supports pathway to devices must adhere to conduit diameters indicated in the ASG drawing typical.
• Pre-manufactured frames and doors, pre-drilled, prepped for security devices i.e. transfer hinges, surface mounted DPS, REX,
frame/door mounted electronic strikes,magnetic locks,etc by others.
• Secure onsite indoor storage location for ASG / GPP Partner materials, if required, for scope parts/pieces, cable, tool boxes, tools,
ladders,carts,and miscellaneous equipment to be provided by others.
• PCs, servers, additional workstations, clients or other required network equipment are to be provided by others. This equipment must
meet the security software manufacturer's minimum configuration standards.
• Network switches, routers, network and telephone connections,jacks, IP addresses and pathways onto the corporate network are not
included in this Proposal.ASG will coordinate these items with client and/or other project stakeholders.
• All Operating System,SQL,Antivirus and other enterprise software to be provided by others unless noted specifically this document.
• All back-up power and UPS units 1 systems to be provided by others,unless specifically stated in our scope of work.
• All consoles,furniture,and equipment racks to be provided by others unless noted otherwise.
• Client will allocate dedicated wall space for ASG to mount our equipment such as control panels, processor panels, low voltage power
supplies, communications equipment.Typically,this is a contiguous wall space of at least four(4)feet wide and floor-to-ceiling height.
Fire retardant Plywood mounted at this location to be provided by others.
■ Submittals,shop drawings,as-built record drawings and O&M documentation are excluded, unless specifically included in our scope of
work or required by project specifications.
• If the scope of this proposal involves utilizing an existing client computer network(wired or wireless)then the Client will be responsible for
the performance of that network in regards to the networks ability to deliver the performance required of the systems included in the
scope of work in this proposal. Network performance can vary with the changes in environmental conditions. As such, Client is
responsible for ongoing network testing, assessments and the cost of any network infrastructure additions or changes necessary to
maintain system performance.
• Any existing equipment to be reused is limited to that included on our scope of work and equipment list.This equipment is presumed to
be in working order and have capacity to accommodate additions or modifications to the respective systems. We assume no
responsibility for warranty of existing equipment to be reused,nor any consequential damages or project delays due to any failures.
■ Systems Programming and Integration scope of work limited to equipment and/or software included in scope of this proposal.
■ This proposal excludes any custom database work, custom development of Graphical User Interfaces, and Maps unless specifically
stated in our scope of work.
• Any system programming,configuration and/or database population will be conducted once.Prior to each programming effort,ASG will
notify client of the need for certain information such as naming conventions, alarm point priorities, or linking.When required,ASG will
provide forms for the client to enter data that ASG will then utilize as guidelines to program the system(s). Client is responsible for
population of card user database,or providing card user database in acceptable format if ASG is to complete a card user data import or
conversion.Client will be responsible to manually maintain card user data during a system conversion.
• We have allowed for systems training by ASG staff only if specifically noted in the scope of work.Additional training is available as an
option at additional cost.
We anticipate that for most equipment, delivery will occur within two(2)to four(4)weeks from date of order. Installation will normally
commence upon receipt of equipment or on a mutually agreed subsequent date.
• For the purposes of this project a total of 90%of the total system cost will be paid on'Substantial Completion'of the project.Substantial
Completion shall be defined as any beneficial use of the equipment or systems proposed herein.Beneficial use begins once the system,
or a portion of the system,is in use by the client.Progress billing based on percentage completion shall apply throughout the duration of
the project.
• If ASG is the awarded this project,we propose that a coordination meeting with the project teams take place before ASG mobilizes.The
purpose of this meeting is to discuss the scope of work,functionality of the system,ASG and others deliverables in detail.Depending on
the location of the project and scope of work ASG staff may attend via conference call. We will make ourselves available to
accommodate your schedule.
Your : Your rValue. •
City of Tigard, AMAG SSA renewal-PDX-14067
aronsoPage 7 of 9
■ The exact location for all components will be field verified with representatives from ASG and client or a designee(i.e.Architect,General
Contractor,etc.).
• Our proposal does not make allowance for hidden conditions,hazardous materials,or asbestos abatement.
• ASG will make every effort to minimize any applicable existing system down time during installation. We will work with the client to
schedule the down time.
• Permits are included for ASG scope of work only.
• Roof penetrations, elevator interface, cutting, patching and painting, blocking, reinforcement, removal and dump fees, utility charges,
demolition of existing equipment or cabling, coordination with utilities, connection to fire alarm or life safety systems and system
monitoring,if applicable,are not included unless specifically stated.To be provided by others.
• This proposal is based on ASG not being subject to any liability for Liquidated Damages, penalties, or any other damages stated in
contract for subject works or in Owner contract with General Contractor or other applicable contract.
• Performance and Payment Bonds, Overtime, Shift Premiums and Prevailing Wages are excluded unless specifically included in the
scope of work.
• ASG reserves the right to subcontract all or part of the works as necessary to complete the project per contract.
• Standard ASG insurance coverage is included per the policy in place at the time of contract award. Additional insurance coverage is
available at additional cost.
• This proposal assumes that the contract to ASG will be Lump Sum.If the contract is a GMP/GMAX additional cost may apply.
• Proposals for work outside the continental United States assume that ASG will be paid the full amount of the contract in US Dollars.All
bank transfer fees and currency conversion fees are to be paid by client.This proposal assumes that all Permits,Licenses,Tariffs,Value
Added Taxes(VAT),Import/Export Duties,Withholding and any Other Taxes or Fees due to a sovereign nation are excluded and also to
be invoiced separately and paid by Client.
• ASG hereby requests that all applicable contracts be sent to ASG via email for review. ASG reserves the right to review the Owner
Contract(Prime Contract)agreement and other referenced/incorporated agreements prior to signing a Subcontract.ASG shall retain the
right to take exception to any terms and conditions in the Prime Contract agreement or other agreements if these documents are not
provided for our review prior to ASG presenting this proposal.
= This proposal only includes the equipment, software and services noted in the attached equipment list and scope of work description.
This design is intended to meet end user requirements,however,in the event of a discrepancy between project documents,this proposal
document shall prevail over all others.
❑This Proposal is subject to the terms and conditions contained within the Master Agreement between ASG and Client.
This Proposal is subject to the following terms and conditions. If ASG and Client execute any contract subsequent to acceptance of this
Proposal,the terms and conditions of this Proposal shall automatically be incorporated into such contract unless specifically excluded.Upon
execution by both ASG and Client("the Parties")of the Proposal Acceptance below,this Proposal shall be the sole and exclusive agreement
between the Parties with respect to the subject matter of this Proposal,and any terms and conditions contained in any subsequent document
issued by Client(such as a purchase order),executed or not,shall be void.As used below,the term"Agreement"means this Proposal as
accepted and executed by the Parties.
1. Goods to Be Provided by ASG. ASG agrees to provide the licenses and/or software described under the heading"Solution Overview"in the Proposal.
Unless otherwise stated or expressly withdrawn,all prices quoted and any other offers made in the Proposal are valid for thirty(30)days from the date of this
Proposal,after which they are automatically withdrawn. Equal quality products, materials, and parts from different manufacturers may be substituted to
overcome delivery problems or replacement of discontinued Items.Substituted items will meet or exceed original parts specifications.
2. Limited Warranty. ASG warrants software licenses sold under this Agreement for the duration of the manufacturer warranty(if any)per the terms of the
manufacturer End User License Agreement only as of the date sold or delivered by ASG if later.If installation of the software is part of the Solution Overview,
then ASG warrants system project labor services in support of software installation and programming by ASG for a period of one(1)year beginning at
Substantial Completion (excluding software defects). Purchases of manufacturer software support and services have no ASG warranty.A purchase of
manufacturer software support may entitle Client to software version upgrades.Any labor to install and commission the software upgrades is excluded
unless it is specifically included in the Proposal. Notwithstanding anything to the contrary at law or in this Agreement,any liability of ASG pursuant to this
Agreement shall be limited to the Total System Investment set forth in the Proposal.
3. Compensation and Payment Terms. Client agrees to fully pay ASG any and all invoices and/or expense reimbursement requests within thirty(30)days of
the date of any such invoice and/or reimbursement request. Extension of credit for billing is subject to approval of ASG's credit department and is not
included in this Agreement.Any payment not received within thirty(30)days of an invoice or reimbursement request shall be subject to an additional charge
at the rate of 1.5%per month of the outstanding balance due or the highest rate of interest permitted by applicable law,whichever is less.In the event that
any payment due ASG is collected at law or through,or under advice from,an attomey-at-law,or through a collection agency,Client agrees to pay all costs
of collection,including without limitation,all court costs and reasonable attorney's fees. If Client opts to pay ASG for an invoice with a credit card,ASG
reserves the right to add a 3%processing fee to the Total Price.
4. Sales Taxes. Estimated Sales Taxes and Other Taxes due to city,state,or county government are included in this proposal.If applicable tax rates vary or
change Client will be responsible for payment per the valid adjusted tax rates.
S. Changes. Any changes to this Agreement will be by written Change Order signed by duly authorized representatives of Client and ASG that expressly
reference this Agreement,describe the change,and set forth the goods to be added or removed from the Agreement.ASG may terminate this Agreement
without penalty if despite Its reasonably commercial efforts,it cannot provide the goods set forth in the Proposal at the pricing set forth in the Proposal.
6. Confidentiality. Each Party acknowledges that material and information which has or will come into its possession or knowledge in connection with this
Agreement may consist of confidential and proprietary information of the other party,the disclosure of which to third parties would be damaging.Confidential
Your — Your • Value.
City of Tigard, AMAG SSA renewal-PDX-14067
aronsop Page 8 of 9
information shall include any information relating to the identity of the party's customers,the nature of their relationship with their customers,the nature of the
other party's business, or the rates charged by it to third parties. Therefore,the parties agree not to make use of this information other than for the
performance of this Agreement,to release it only to employees requiring such information and only after ensuring that such employees are aware of the
terms of this Section, and not to release or disclose it to any other party other than as required by law.Confidential information shall not include any
information that:(a)was,is,or becomes public information through no fault of the receiving Party;(b)is in the possession of the receiving Party before the
commencement of this Agreement where that Party can provide written proof thereof;(c)is developed by ASG independently of the Client;(d)must be
disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction;(e)is disclosed to the receiving Party by a third party with
a right to disclose such information;or(f)is disclosed by a Party to a third party with the express written consent of the other Party.This obligation of
confidentiality shall survive termination of this Agreement for a period of three(3)years.
7. Intellectual Property. Client and ASG acknowledge that the other has certain intellectual property rights that may be revealed or provided to the other party
in accordance with this Agreement.Each party acknowledges that this Agreement does not grant any right or title of ownership in their respective intellectual
property rights to the other unless specifically provided in this Agreement.Any intellectual property shall remain the originator's property unless otherwise
provided in this Agreement.
13. Independent Contractors. It is the express intention of the Parties that ASG is an independent contractor and not an employee,agent,joint venture,or
partner of Client.Nothing in this Agreement shall be interpreted or construed to create or establish the relationship of employer and employee between Client
and ASG or any employee or agent of ASG.
9. Mutual Waiver of Consequential Damages. ASG and Buyer waive claims against each other for consequential damages arising out of or relating to this
Agreement.This mutual waiver includes damages incurred by the Client for loss of use,income,profit,loss by reason of facility shut down or fluctuation in
facility service or operation,loss of electronic or other data,Client claims,or other economic loss or personal injury in connection with or arising out of the
existence,furnishing,functioning or use of the goods,including any damages arising from any theft by a third party.Notwithstanding anything to the contrary
at law or in this Agreement,any liability of ASG pursuant to this Agreement shall be limited to the Total Price set forth in the Proposal.
10. Assignment. Neither Client nor ASG may assign this Agreement or the obligations created thereby without the prior written consent of the other party,
which consent will not be unreasonably withheld.
11. Binding on Successors. Subject to any restrictions stated in any other provision of this agreement,this Agreement will be binding on and will inure to the
benefit of the Parties and their respective successors and permitted assigns.None of the provislons of this Agreement are intended to provide any rights or
remedies to any person(including without limitation any employees,customers,or creditors of either of the parties hereto),other than the Parties and their
respective successors and permitted assigns.
12. Severability. In the event that any of the provisions of this Agreement should be held invalid or unenforceable by law,such invalidity or unenforceability will
not affect tine validity or enforceability of any other provision of this Agreement.
13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes
any and all prior oral and/or written understandings and agreements.There are no oral or written agreements,representations,or understandings by or
between the parties affecting this Agreement In entering this Agreement,each Party is relying solely on its own judgment,Investigation,and advice,and
such other investigation,advice,legal counsel,and technical consultation as it deems appropriate.
14. Governing law and Attorney's Fees. The parties knowingly, expressly, and willingly, and as a matter of agreed-upon risk allocation, agree that all
disputes under or relating to this Agreement or otherwise shall be decided in accordance with the substantive laws of the State of Washington,without regard
to the conflict of laws provisions thereof.Any controversy or claim arising out of or relating to this Agreement,or the breach thereof,shall be resohred through
binding arbitration administered in Seattle, Washington, by the American Arbitration Association under its Construction Industry Arbitration Rules, and
judgment on the award rendered by the arbitrator(s)may be entered exclusively in the Superior Court of the State of Washington,in and for King County,
and by executing this Agreement,Client and ASG voluntarily consent to jurisdiction in such court.The substantially prevailing party in the arbitration shall be
entitled to recover its reasonable attomeys'fees,costs(including arbitration and collection costs),and expenses incurred in connection therewith.
15. Force Majeure. ASG shall not be responsible for any delays or costs caused by acts of nature or God,including but not limited to force majeure events,or
for any other cause beyond ASG's reasonable control.
Your • Your • Your ■
City of Tigard, AMAG SSA renewal-PDX-14067
aronsonlecurl tft'otp
Page 9 of 9
.R.o �This proposal has been reviewed and accepted by:
Forrest Huntington
Associate Client Manager
Should you agree with the scope of work and terms set forth in this proposal, please sign this form and return it to
ASG attention Forrest Huntington via fax to 503-684-4357 or email to forrest.huntington@aronsonsecurity.com.
Company Name: City of Tigard
Project Name: AMAG SSA renewal
Proposal Number: PDX-14067
Please indicate below the items and alternates you wish to approve:
AMAG SSA renewal ❑approve❑decline
Accepted By:
Signature
Print Name Title
PO Number Date
Rev.6/21/2016
Your Market. Your • Value.
aronsonsecuritygroup
Security Risk Management Services
Proposal for:
AMAG software upgrade
City of Tigard
PDX-14068
Prepared by:
Forrest Huntington
July 8, 2016
This document is proprietary and confidential and is not to be copied or distributed without prior written approval from Aronson Security Group,
Inc. (ASG). This document is submitted with the understanding that it will be kept confidential between the Client and ASG and will be returned
to ASG within 30 days if an agreement is not reached.
9350 SW Nimbus Avenue I Beaverton, OR 97008 1 503.639.9988 1 503.684.4357 fa. I www.aronsonsecurity.com
WACL "ARONSSGO1 3C6 I ORCCB 185024
City of Tigard, AMAG software upgrade - PDX-14068
aronsonsecur Page 2 of 10
July 8, 2016
Louis Sears
City of Tigard
13125 SW Hall Blvd
Tigard, OR 97223
Dear Louis:
Thank you for contacting Aronson Security Group (ASG) regarding your AMAG software upgrade. I am pleased to
present the following proposal for ASG's Proactive Services.
Please contact me directly should you have any questions or require additional information. If you agree with the
proposal as written and terms set forth, please indicate your acceptance by completing the Proposal Acceptance
and returning a copy to my attention.
Thank you very much for considering ASG. We look forward to working with you.
Sincerely,
Forrest Huntington
Associate Client Manager
Aronson Security Group
503-670-5226
forrest.huntington@aronsonsecurity.com
Your • Your • Your • — Your
M—
City of Tigard, AMAG software upgrade - PDX-14068
aronsonsecurgroup Page 3 of 10
-- ExEcuT1vE0vERv1Ew.-,-
Keeping your software up to date is important because it provides numerous new benefits. In addition, upgrading
can enhance ASG's ability to service and maintain your security system and reduce your overall maintenance
investment.
The upgrade will be from AMAG version 6.1 to AMAG version 8.1. The release notes have been included for
computer requirements and new features. A valid SSA is required to upgrade the software.
Before the upgrade begins this project includes ASG labor to inspect the system and verify panel locations and
firmware versions. If the system inspection reveals hardware that is not supported in version 8 then ASG will also
provide a proposal for the recommended solutions that will need to be addressed before the upgrade can be
completed.
Additional installation hours for minor upgrades / patches which may occur during the period will be billed on a
time and material basis when they are completed.
Installation labor covers professional installation by a trained software engineer and brief training for your
administrator user staff on the changes in the new software version. A full training option of (4) hours has been
provided. This proposal is for the upgrade of the AMAG server and (2) client work stations. Additional upgrades to
clients and/or badge stations will be billed separately as time and materials. This project is for a one time software
upgrade
As with any computer based system it is important that your servers and client workstations all meet the minimum
requirements set by AMAG and included in a separate document.
S YS TEM • - - TION
System: AMAG Professional
SSA expiration date: 6/6/2015
Proposed SSA expiration date: N/A(provided in a separate proposal and required for upgrade)
Current software version: 6.1
Proposed software version upgrade: 8.1
Server: 1
Test environment: No
Licensed card readers: 128
SupportINVESTMENT SUMMARY
Software Upgrade One Time $4,800.00
System User Training One Time $600.00
Estimated Sales Tax $0.00
Total $5,400.00
Your Market. • •n. Your Value. •
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OF i -
• Verify that the SSA/SLA agreement with manufacturer is valid (provided in ASG proposal PDX-14067)
• Inspect system hardware to ensure compatibility with latest AMAG software
• Create a project plan for the software upgrade
• Perform system upgrade of the PACS server(1)
• Perform PACS server migration
• Perform system upgrade on VMS (0)
• Perform system upgrade on Network Video Recorder(NVR)(0)
• Perform Client computer upgrade (2)
• System Administrator training option for(4) hrs system training on new system features in a single
location
• ASG assumes that City of Tigard will provide a new server and client workstations, if required
• This project includes ASG labor to install AMAG software onto fully up to date and operating client
workstations and server
• There is no time for performing OS updates or computer setup
RA• •
ASG will complete services as defined in this Statement of Work for the location(s) identified in the below table:
Task Quantity Site Location(s) Address Equipment
Application/SQL 1 Data Center PACS server location (can
Server Upgrade be performed remote)
Client Computer 2 Multiple Sites Client computer locations
Upgrade (Remote and onsite)
PROJEC T PLA NNING&IMPL EMEN TA TION
This phase ensures that the project is tailored to City of Tigard expectations and needs by focusing on the areas
critical to City of Tigard. ASG follows our Path to Value to provide project management and implementation.
The project will be initiated with a Project Launch Meeting scheduled with the ASG team and City of Tigard team
to kick off the project. The agenda will be:
• Introduce professional services team
• Introduce City of Tigard and Project Sponsors
• Recap all project deliverables and client assumptions
• Recap project budget
• Introduce contact list and communication plan
Discuss timeline and identify any dates to block as unavailable • `
The objectives of the Project Launch Meeting are to:
S m
• Define project scope, objectives and methodology
• Identify resources, roles and responsibilities of all parties •
(Appendix A: Responsibility matrix)
• Complete time frame and acceptance of the project •
• Determine dates for regularly scheduled project status meetings
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APPLIcA •N ENGINEERING:PRE-UPGRADE PROJECT
The ASG project manager will assign an Application Engineer to work with City of Tigard to perform the following
tasks:
• Write a detailed pre-upgrade project plan with workflow and tasks that will be followed to complete the
upgrade.
• ASG PM and application engineer will conduct a review meeting with City of Tigard to present the project
plan to key stakeholders
• As part of the project plan review meeting ASG will review responsibilities matrix as outlined in (Appendix
A)and assure all resources and requirements are in place before implementation.
PROJECT
The ASG Project Manager will perform the following responsibilities:
• Act as primary point of contact for the project team.
• Act as a liaison between the City of Tigard and ASG Corporation teams
• Define, manage and maintain the Project Plan
• Project planning
• Request ASG resources/scheduling
• Communicate important dates and pending tasks
• Conduct status meeting
• Provide agenda for key meetings
• Manage Issue Logs
• Risk Management
PROJECT •
A Project Closure meeting will be scheduled to review the upgrade project. At this time, you will have the
opportunity to raise any questions pertaining to the engagement itself, clarify any issues that remain, and discuss
next steps with the engineer. ASG and City of Tigard shall agree that this project is complete once all items within
this Statement of Work are complete.
SUPPORT
As part of the Project Closure meeting ASG will provide our Customer Care packet that will outline your customer
contact and support numbers. Please see warranty matrix below:
*Please note: SSA does not include ASG labor*
Manufacturer
Support Period
Start End Costs
July 7 Manufacture support only. This allows ASG to get support from the
SSA 2015 2017 manufacture. ASG labor not included. This assumes that ASG project
PDX-14067 has been purchased.
Professional N/A N/A N/A
Services
Your • Your • Your • — Your
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EXCLUSIONS • OF SCOPE)
ASG has excluded any support of custom integrations such as Data Exchange, Data Conduit, or other third party
integrations. As part of the pre-upgrade plan ASG will determine impact to these systems and if it is determined
that additional labor hours are required to maintain function after the upgrade. The additional hours would be
billed as Out of scope Professional Services labor rate.
Please see Appendix A: Responsibility Matrix
Please see Appendix B: Change management
Please see Appendix C: Out of Scope Professional Services Fees
.•
The following matrix represents the detailed expectations of each category and shall be used in conjunction with
client or GC-provided responsibility matrix.
Provide By Install By
Access Control System ®m®m®m®=
Server,Operating System,&Licenses
Server&Operating System X X
Workstation&Operating System X X
System license upgrade X X
Workstation license upgrade X X
Card reader license upgrade X X
System configuration,programming,and software setup X X
APPENDIxB. CHANGE MANAGEMENT
• Requests for changes beyond that defined in this Statement of Work will require a signed Change Order
Request detailing specific requirements and expectations. This will be coordinated through the ASG
Project Manager or Project Lead if no Project Manager is defined.
• Request for changes in reduction of work by ASG Corporation in which City of Tigard will assume more
responsibility for project tasks
• Change Order Requests may affect the project schedule and project cost
• Delays by third party vendors may impact the project schedule and may create applicable additional
charges that will require a Change Order
PpElvDIx C OU T OF •PE PROFESSIONA
Fixed Fee Option
ASG will provide resources and services as detailed in this Statement of Work. A fixed fee project requires that
both parties meet the responsibilities as defined in this document. If the defined project responsibilities are not
met, additional fees may apply.
Resource Billable Hourly Rate
Engineer $150.00
Project Manager $150.00
Professional Services $170.00
For scheduled work starting outside the business hours of Monday through Friday, 7:30 am to 4:30 pm pacific
standard time. Work during the weekends will be billed at 150% of the normal hourly rate.
Your • Your • Your • Your
am-
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The following clarifications apply to this proposal and are intended to offer specific detail and clarity regarding the scope of work
ASG is providing and the work to be done by others:
• This proposal is valid only for 30 days from the date on our cover letter. Costs may increase due to factors such as copper market
volatility.This proposal includes non-expedited shipping costs.Expedited freight is available at additional cost.
• All work to be performed during regular business hours(M-F 7:30AM 4:30PM),unless specifically noted in our scope of work.We reserve
the right to work evening shifts as necessary.Unrestricted access to work site to be provided by client.
• 110 VAC Class 1 electrical power provisions at required locations to be provided by others.
• Cable path including Cable tray,raceway,conduit,pull boxes,back boxes and pull strings are excluded.To be provided by others.
• Cable will be installed in existing data cable trays, or exposed and be suspended to building structure. We assume that our technicians
will be able to utilize established cable paths/trays. If required,cable trays,ducts,coring,sleeves,and fire sealing provided by others.
• Electrified door hardware, electric locks, door closers, and associated door hardware are excluded, unless specifically included in our
scope of work and/or equipment list. Fire system interface costs and Door Release Push Buttons are to be provided/installed by others
if associated Magnetic Locks are not provided by ASG.
• Device Unobstructed Pathways:Access control electronic devices require an unobstructed pathway for installation and cable termination.
Devices are, but are not limited to, electronic transfer hinges, electronic locks, Door Position Switches (DPS), Request to Exit Devices
(REX),card readers,door actuators,push buttons(ADA,magnetic lock release),etc.To be provided by others.
• Door frame penetrations(drilling)pathway to devices(i.e.DPSs,REXs,magnetic locks,etc)indicated in device manufacturer's datasheet
and/or drawing typical.To be provided by others.
• Conduit that supports pathway to devices must adhere to conduit diameters indicated in the ASG drawing typical.
• Pre-manufactured frames and doors, pre-drilled, prepped for security devices i.e. transfer hinges, surface mounted DPS, REX,
frame/door mounted electronic strikes,magnetic locks,etc by others.
• Secure onsite indoor storage location for ASG / GPP Partner materials, if required, for scope parts/pieces, cable, tool boxes, tools,
ladders,carts,and miscellaneous equipment to be provided by others.
• PCs, servers, additional workstations, clients or other required network equipment are to be provided by others. This equipment must
meet the security software manufacturer's minimum configuration standards.
• Network switches, routers, network and telephone connections,jacks, IP addresses and pathways onto the corporate network are not
included in this Proposal.ASG will coordinate these items with client and/or other project stakeholders.
• All Operating System,SQL,Antivirus and other enterprise software to be provided by others unless noted specifically this document.
• All back-up power and UPS units/systems to be provided by others,unless specifically stated in our scope of work.
• All consoles,furniture,and equipment racks to be provided by others unless noted otherwise.
• Client will allocate dedicated wall space for ASG to mount our equipment such as control panels, processor panels, low voltage power
supplies, communications equipment. Typically, this is a contiguous wall space of at least four(4)feet wide and floor-to-ceiling height.
Fire retardant Plywood mounted at this location to be provided by others.
• Submittals, shop drawings, as-built record drawings and O&M documentation are excluded, unless specifically included in our scope of
work or required by project specifications.
• If the scope of this proposal involves utilizing an existing client computer network(wired or wireless)then the Client will be responsible for
the performance of that network in regards to the networks ability to deliver the performance required of the systems included in the
scope of work in this proposal. Network performance can vary with the changes in environmental conditions. As such, Client is
responsible for ongoing network testing, assessments and the cost of any network infrastructure additions or changes necessary to
maintain system performance.
• Any existing equipment to be reused is limited to that included on our scope of work and equipment list. This equipment is presumed to
be in working order and have capacity to accommodate additions or modifications to the respective systems. We assume no
responsibility for warranty of existing equipment to be reused,nor any consequential damages or project delays due to any failures.
• Systems Programming and Integration scope of work limited to equipment and/or software included in scope of this proposal.
• This proposal excludes any custom database work, custom development of Graphical User Interfaces, and Maps unless specifically
stated in our scope of work.
• Any system programming, configuration and/or database population will be conducted once. Prior to each programming effort,ASG will
notify client of the need for certain information such as naming conventions, alarm point priorities, or linking. When required, ASG will
provide forms for the client to enter data that ASG will then utilize as guidelines to program the system(s). Client is responsible for
population of card user database,or providing card user database in acceptable format if ASG is to complete a card user data import or
conversion.Client will be responsible to manually maintain card user data during a system conversion.
• We have allowed for systems training by ASG staff only if specifically noted in the scope of work. Additional training is available as an
option at additional cost.
• We anticipate that for most equipment, delivery will occur within two (2)to four(4)weeks from date of order. Installation will normally
commence upon receipt of equipment or on a mutually agreed subsequent date.
• For the purposes of this project a total of 90%of the total system cost will be paid on'Substantial Completion'of the project. Substantial
Completion shall be defined as any beneficial use of the equipment or systems proposed herein. Beneficial use begins once the system,
or a portion of the system, is in use by the client. Progress billing based on percentage completion shall apply throughout the duration of
the project.
• If ASG is the awarded this project,we propose that a coordination meeting with the project teams take place before ASG mobilizes.The
purpose of this meeting is to discuss the scope of work,functionality of the system,ASG and others deliverables in detail. Depending on
the location of the project and scope of work ASG staff may attend via conference call. We will make ourselves available to
accommodate your schedule.
• The exact location for all components will be field verified with representatives from ASG and client or a designee(i.e.Architect,General
Contractor,etc.).
Your • Your • Your • Your
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• Our proposal does not make allowance for hidden conditions,hazardous materials,or asbestos abatement.
• ASG will make every effort to minimize any applicable existing system down time during installation. We will work with the client to
schedule the down time.
• Permits are included for ASG scope of work only.
• Roof penetrations, elevator interface, cutting, patching and painting, blocking, reinforcement, removal and dump fees, utility charges,
demolition of existing equipment or cabling, coordination with utilities, connection to fire alarm or life safety systems and system
monitoring,if applicable,are not included unless specifically stated.To be provided by others.
• This proposal is based on ASG not being subject to any liability for Liquidated Damages, penalties, or any other damages stated in
contract for subject works or in Owner contract with General Contractor or other applicable contract.
• Performance and Payment Bonds, Overtime, Shift Premiums and Prevailing Wages are excluded unless specifically included in the
scope of work.
• ASG reserves the right to subcontract all or part of the works as necessary to complete the project per contract.
• Standard ASG insurance coverage is included per the policy in place at the time of contract award. Additional insurance coverage is
available at additional cost.
• This proposal assumes that the contract to ASG will be Lump Sum. If the contract is a GMP/GMAX additional cost may apply.
• Proposals for work outside the continental United States assume that ASG will be paid the full amount of the contract in US Dollars.All
bank transfer fees and currency conversion fees are to be paid by client.This proposal assumes that all Permits, Licenses,Tariffs,Value
Added Taxes(VAT), Import/Export Duties,Withholding and any Other Taxes or Fees due to a sovereign nation are excluded and also to
be invoiced separately and paid by Client.
• ASG hereby requests that all applicable contracts be sent to ASG via email for review. ASG reserves the right to review the Owner
Contract(Prime Contract)agreement and other referenced/incorporated agreements prior to signing a Subcontract.ASG shall retain the
right to take exception to any terms and conditions in the Prime Contract agreement or other agreements if these documents are not
provided for our review prior to ASG presenting this proposal.
• This proposal only includes the equipment, software and services noted in the attached equipment list and scope of work description.
This design is intended to meet end user requirements,however,in the event of a discrepancy between project documents,this proposal
document shall prevail over all others.
CoNwvoNs
❑This Proposal is subject to the terms and conditions contained within the Master Agreement between ASG and Client.
®This Proposal is subject to the following terms and conditions. If ASG and Client execute any contract subsequent to acceptance of this
Proposal,the terms and conditions of this Proposal shall automatically be incorporated into such contract unless specifically excluded.Upon
execution by both ASG and Client("the Parties")of the Proposal Acceptance below,this Proposal shall be the sole and exclusive agreement
between the Parties with respect to the subject matter of this Proposal,and any terms and conditions contained in any subsequent document
issued by Client(such as a purchase order),executed or not,shall be void.As used below,the term"Agreement"means this Proposal as
accepted and executed by the Parties.
1. Goods to Be Provided by ASG. ASG agrees to provide the licenses and/or software described under the heading"Solution Overview"in the Proposal.
Unless otherwise stated or expressly withdrawn,all prices quoted and any other offers made in the Proposal are valid for thirty(30)days from the date of this
Proposal, after which they are automatically withdrawn. Equal quality products, materials, and parts from different manufacturers may be substituted to
overcome delivery problems or replacement of discontinued items.Substituted items will meet or exceed original parts specifications.
2. Limited Warranty. ASG warrants software licenses sold under this Agreement for the duration of the manufacturer warranty(if any)per the terms of the
manufacturer End User License Agreement only as of the date sold or delivered by ASG if later.If installation of the software is part of the Solution Overview,
then ASG warrants system project labor services in support of software installation and programming by ASG for a period of one (1)year beginning at
Substantial Completion (excluding software defects). Purchases of manufacturer software support and services have no ASG warranty. A purchase of
manufacturer software support may entitle Client to software version upgrades. Any labor to install and commission the software upgrades is excluded
unless it is specifically included in the Proposal. Notwithstanding anything to the contrary at law or in this Agreement,any liability of ASG pursuant to this
Agreement shall be limited to the Total System Investment set forth in the Proposal.
3. Compensation and Payment Terms. Client agrees to fully pay ASG any and all invoices and/or expense reimbursement requests within thirty(30)days of
the date of any such invoice and/or reimbursement request. Extension of credit for billing is subject to approval of ASG's credit department and is not
included in this Agreement.Any payment not received within thirty(30)days of an invoice or reimbursement request shall be subject to an additional charge
at the rate of 1.5%per month of the outstanding balance due or the highest rate of interest permitted by applicable law,whichever is less. In the event that
any payment due ASG is collected at law or through,or under advice from,an attorney-at-law,or through a collection agency,Client agrees to pay all costs
of collection, including without limitation, all court costs and reasonable attorney's fees. If Client opts to pay ASG for an invoice with a credit card,ASG
reserves the right to add a 3%processing fee to the Total Price.
4. Sales Taxes. Estimated Sales Taxes and Other Taxes due to city,state,or county government are included in this proposal.If applicable tax rates vary or
change Client will be responsible for payment per the valid adjusted tax rates.
5. Changes. Any changes to this Agreement will be by written Change Order signed by duly authorized representatives of Client and ASG that expressly
reference this Agreement,describe the change,and set forth the goods to be added or removed from the Agreement.ASG may terminate this Agreement
without penalty if despite its reasonably commercial efforts,it cannot provide the goods set forth in the Proposal at the pricing set forth in the Proposal.
6. Confidentiality. Each Party acknowledges that material and information which has or will come into its possession or knowledge in connection with this
Agreement may consist of confidential and proprietary information of the other party,the disclosure of which to third parties would be damaging.Confidential
information shall include any information relating to the identity of the party's customers,the nature of their relationship with their customers,the nature of the
other party's business, or the rates charged by it to third parties. Therefore, the parties agree not to make use of this information other than for the
Your • Your • Your • Your
01 CCity of Tigard, AMAG software upgrade - PDX-14068
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performance of this Agreement,to release it only to employees requiring such information and only after ensuring that such employees are aware of the
terms of this Section, and not to release or disclose it to any other party other than as required by law. Confidential information shall not include any
information that:(a)was,is,or becomes public information through no fault of the receiving Party;(b)is in the possession of the receiving Party before the
commencement of this Agreement where that Party can provide written proof thereof; (c)is developed by ASG independently of the Client; (d)must be
disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction;(e)is disclosed to the receiving Party by a third party with
a right to disclose such information; or(f)is disclosed by a Party to a third party with the express written consent of the other Party. This obligation of
confidentiality shall survive termination of this Agreement for a period of three(3)years.
7. Intellectual Property. Client and ASG acknowledge that the other has certain intellectual property rights that may be revealed or provided to the other party
in accordance with this Agreement.Each party acknowledges that this Agreement does not grant any right or title of ownership in their respective intellectual
property rights to the other unless specifically provided in this Agreement.Any intellectual property shall remain the originator's property unless otherwise
provided in this Agreement.
8. Independent Contractors. It is the express intention of the Parties that ASG is an independent contractor and not an employee,agent,joint venture,or
partner of Client.Nothing in this Agreement shall be interpreted or construed to create or establish the relationship of employer and employee between Client
and ASG or any employee or agent of ASG.
9. Mutual Waiver of Consequential Damages. ASG and Buyer waive claims against each other for consequential damages arising out of or relating to this
Agreement.This mutual waiver includes damages incurred by the Client for loss of use,income,profit,loss by reason of facility shut down or fluctuation in
facility service or operation,loss of electronic or other data,Client claims,or other economic loss or personal injury in connection with or arising out of the
existence,furnishing,functioning or use of the goods,including any damages arising from any theft by a third party.Notwithstanding anything to the contrary
at law or in this Agreement,any liability of ASG pursuant to this Agreement shall be limited to the Total Price set forth in the Proposal.
10. Assignment. Neither Client nor ASG may assign this Agreement or the obligations created thereby without the prior written consent of the other party,
which consent will not be unreasonably withheld.
11. Binding on Successors. Subject to any restrictions stated in any other provision of this agreement,this Agreement will be binding on and will inure to the
benefit of the Parties and their respective successors and permitted assigns.None of the provisions of this Agreement are intended to provide any rights or
remedies to any person(including without limitation any employees,customers,or creditors of either of the parties hereto),other than the Parties and their
respective successors and permitted assigns.
12. Severability. In the event that any of the provisions of this Agreement should be held invalid or unenforceable by law,such invalidity or unenforceability will
not affect the validity or enforceability of any other provision of this Agreement.
13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes
any and all prior oral and/or written understandings and agreements.There are no oral or written agreements, representations, or understandings by or
between the parties affecting this Agreement. In entering this Agreement,each Party is relying solely on its own judgment, investigation,and advice,and
such other investigation,advice,legal counsel,and technical consultation as it deems appropriate.
14. Governing Law and Attorney's Fees. The parties knowingly, expressly, and willingly, and as a matter of agreed-upon risk allocation, agree that all
disputes under or relating to this Agreement or otherwise shall be decided in accordance with the substantive laws of the State of Washington,without regard
to the conflict of laws provisions thereof.Any controversy or claim arising out of or relating to this Agreement,or the breach thereof,shall be resolved through
binding arbitration administered in Seattle, Washington, by the American Arbitration Association under its Construction Industry Arbitration Rules, and
judgment on the award rendered by the arbitrator(s)may be entered exclusively in the Superior Court of the State of Washington, in and for King County,
and by executing this Agreement,Client and ASG voluntarily consent to jurisdiction in such court.The substantially prevailing party in the arbitration shall be
entitled to recover its reasonable attorneys'fees,costs(including arbitration and collection costs),and expenses incurred in connection therewith.
15. Force Majeure. ASG shall not be responsible for any delays or costs caused by acts of nature or God,including but not limited to force majeure events,or
for any other cause beyond ASG's reasonable control.
Your • Your • Your • Your
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PROPOSAL REwEw
This proposal has been reviewed and accepted by:
Forrest Huntington
Associate Client Manager
-• -•
Should you agree with the scope of work and terms set forth in this proposal, please sign this form and return it to
ASG attention Forrest Huntington via fax to 503-684-4357 or email to forrest.huntington@aronsonsecurity.com.
Company Name: City of Tigard
Project Name: AMAG software upgrade
Proposal Number: PDX-14068
Please indicate below the items and alternates you wish to approve:
AMAG software upgrade ❑ approve ❑ decline
AMAG training ❑ approve ❑ decline
Accepted By:
Signature
Print Name Title
PO Number Date
Rev.6/21/2016