Structured Communications ~ C170025 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUST ACCOMPANY EVERY CONTRACT
Contract Title: General IT Block of Hours Number:
Contractor: Structured Communications Contract Total: $9800.00
Contract Overview: A general block of hours for use xvith our preferred IT vendor/consultant Structured
Communications.We are billed for the time ive use.
Initial Risk Level: ❑Extreme [❑High ❑Moderate X Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager.Mike Nolop Ext: x2757 Department: FIS
Type: [] Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: End Date:
Quotes/Bids/Proposal: FIRM Amouw/ScogE
Structured Communications $9800.00
Account String Fund-livision-Account Work Order—Activity Tyke Amount
FY 15-16 600-2300-54001 G
FY _ lath
FY
FY
FY
Atin�royals- LCRB Date:
Department Comments:
Department Signature: G
Purchasing Comments:
Purchasing Signature:
City Manager Comment
2:�-X' e��
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
ON-CALL CONSULTING
THIS AGREEMENT, made and entered into this 18'' day of July,2016,by and between the City
of Tigard, a municipal corporation, hereinafter referred to as the "City," and Structured
Communication Systems,Inc.,hereinafter referred to as the"Consultant."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for information technology
consultation services;and
WHEREAS,the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
WHEREAS,the City desires to engage the Consultant to render professional information technology
consultation services for the project described in this Agreement, and the Consultant is willing and
qualified to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Consultant's Scope of Services
The Consultant shall perform professional information technology consultation services relevant
to the Project in accordance with the terms and conditions set forth herein,and as provided in
Exhibit A,which is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended,on completion of the work or June 30,2017 whichever comes
first. All work under this Agreement shall be completed prior to the expiration of this Agreement.
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and
for services required in the fulfillment of Paragraph 1,the Consultant shall be paid on
an hourly rate based upon the "Schedule of Rates" in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all expenditures
which may be made and expenses incurred, except as otherwise expressly provided in
this Agreement. The total amount paid by the City to the Consultant is not anticipated
exceed the amount of Nine Thousand Eight Hundred and No/100 Dollars
($9,800.00),based on an hourly rate of$200.00.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Services to be provided by the Consultant and is not necessarily related to the
estimated construction cost of the Project. In the event that the actual construction
cost differs from the estimated construction cost,the Consultant's compensation will
not be adjusted unless the Scope of Services to be provided by the Consultant changes
and is authorized and accepted by the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings
shall be submitted by the Consultant periodically,but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
Consultant for service or services performed or expenses incurred as of the date of the
statement of services. Payment shall be made only for work actually completed as of the
date of invoice. Payment shall not be considered acceptance or approval of any work or
waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Consultant shall furnish or acquire for the
City the professional and technical services based on the hourly rate schedule as described
in Exhibit B of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Consultant shall furnish certified cost records for all billings pertaining to other than
lump sum fees to substantiate all charges. For such purposes,the books of account of the
Consultant shall be subject to audit by the City. The Consultant shall complete work and
cost records for all billings on such forms and in such manner as will be satisfactory to the
City.
E. Contract Identification
The Consultant shall furnish to the City its employer identification number,as designated
by the Internal Revenue Service,or social security number,as the City deems applicable.
F. Payment—General
1) Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) 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.
3) 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.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
57 Consultant shall make payments promptly, as due,to all persons supplying services or
materials for work covered under this contract. Consultant shall not permit any lien
or claim to be filed or prosecuted against the City on any account of any service or
materials furnished.
6) If Consultant fails,neglects or refuses to make prompt payment of any claim for labor,
materials,or services furnished to Consultant,sub-consultant or subcontractor by any
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person as such claim becomes due,City may pay such claim and charge the amount of
the payment against funds due or to become due to 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.
4. Ownersh:V of Plans and Documents: Records
A. The field notes,design notes,and original drawings of plans, as instruments of service,are
and shall remain,the property of the Consultant. The City shall have unlimited authority
to use the materials received from the Consultant in any way the City deems necessary.
B. The City shall make copies,for the use of and without cost to the Consultant,of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Consultant pursuant to this Agreement, and also make available any other maps,
records,or other materials available to the City from any other public agency or body.
C. The Consultant shall furnish to the City, copies of all maps, records, field notes, and soil
tests which were developed in the course of work for the City and for which compensation
has been received by the Consultant at no additional expense to the City except as provided
elsewhere in this Agreement.
5. Assignment/Delegation
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 whatsoever
unless and until the other party has so consented. If City agrees to assignment of tasks to a
subcontract,Consultant shall be fizlly 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. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement, but
Consultant is not subject to the direction and control of the City. Consultant shall be an
independent contractor for all purposes and shall be entitled to no compensation other
than the compensation provided for under Section 3 of this Agreement.
B. Consultant is an independent contractor and not an employee of City. Consultant
acknowledges Consultant's status as an independent contractor and acknowledges that
Consultant is not an employee of the City for purposes of workers compensation law,
public employee benefits law, or any other law. All persons retained by Consultant to
provide services under this contract are employees of Consultant and not of City.
Consultant acknowledges that it is not entitled to benefits of any kind to which a City
employee is entitled and that it shall be solely responsible for workers compensation
coverage for its employees and all other payments and taxes required by law. Furthermore,
in the event that Consultant is found by a court of law or an administrative agency to be
an employee of the City for any purpose,City shall be entitled to offset compensation due,
or to demand repayment of any amounts paid to Consultant under the terms of the
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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.
C. 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 the Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
D. 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/her normal charge for the type of service provided.
E. 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.
F. 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 31st 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.
G. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. Indemnity
A. The City has relied upon the professional ability and training of the Consultant as a
material inducement to enter into this Agreement. Consultant represents to the City that
the work under this contract will be performed in accordance with the professional
standards of skill and care ordinarily exercised by members of the Consultant's profession
under similar conditions and circumstances as well as the requirements of applicable
federal, state and local laws,it being understood that acceptance of an Consultant's work
by the City shall not operate as a waiver or release. Acceptance of documents by City does
not relieve Consultant of any responsibility for design deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Consultant agrees and shall indemnify,
defend, save and hold harmless the City of Tigard, its officers, employees, agents, and
representatives from all claims, suits, or actions and all expenses incidental to the
investigation and defense thereof, of whatsoever nature, including intentional acts
resulting from or arising out of the activities of Consultant or its subcontractors, sub-
consultants,agents or employees in performance of this contract 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.. 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.
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C. Claims for Professional Liability. Consultant agrees and shall indemnify,defend,save and
hold harmless the City of Tigard,its officers,employees,agents,and representatives from
all claims, suits, or actions and all expenses incidental to the investigation and defense
thereof, arising out of the professional negligent acts, errors or omissions of Consultant
or its subcontractors,sub-consultants,agents or employees in performance of professional
services under this agreement. Any work by Consultant that results in a design of a facility
that is not readily accessible to and usable by individuals with disabilities shall be
considered a professionally negligent act,error or omission.
D. As used in subsections B and C of this section,a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or indirectly,
in whole or in part, from the quality of the professional services provided by Consultant,
regardless of the type of claim made against the City in performance of this contract A
claim for other than professional responsibility is a claim made against the City in which
the City's alleged liability results from an act or omission by Consultant unrelated to the
quality of professional services provided by Consultant in performance of this contract.
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. Such insurance shall include provisions that such insurance is primary
insurance with respect to the interests of City and that any other insurance maintained by City is
excess and not contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Consultant and its subcontractors 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 20101185 or equivalent). This coverage shall include
Contractual Liability insurance for the indemnity provided under this contract. The following
insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. Professional Liability
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act,error or omission in the rendering of or failure to render Professional
Services. Combined single limit per claim shall not be less than$2,000,000,or the equivalent.
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Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made"form.
C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense,and keep in effect during the term of
the contract(Symbol l or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence"form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the
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.
D. Workers'Compensation Insurance
The Consultant, its subcontractors, if any, and allemployers providing work, labor or
materials under this Contract are subject employers under the Oregon Workers'
Compensation Law and shall comply with ORS 656.017, which requires them to provide
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 within 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 such coverage. This shall include Employer's Liability Insurance with coverage limits
of not less than$1,000,000 each accident.
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers,employees,agents and representatives as additional insureds
with respect to this contract Coverage will be endorsed to provide a"per project"aggregate.
F. Extended Report pg Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a duration
of 24 months or the maximum time period the Consultant's insurer will provide such if less
than 24 months. Consultant will be responsible for furnishing certification of Extended
Reporting coverage as described or continuous "claims-made" liability coverage for 24
months following contract completion. Continuous "claims-made" coverage will be
acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or
before the effective date of this contract. Coverage will be endorsed to provide a "per
project"aggregate.
G. Insurance Carrier Rating
Coverage 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"ANII" or better,or equivalent. The City reserves the right to reject
all or any insurance carrier(s)with an unacceptable financial rating.
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H. Self-Insurance
The City understands that some Contractors 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 Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The Contractor 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.
L 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 address below prior to
coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
K. 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.
L. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability
and commercial automobile 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
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of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. 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.
10. 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.
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 days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 14 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
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amount the amount of damages, if any, sustained by Cita- 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.
11. 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.
12. Method and Place of Giving Notice, Submitting Bills and Making 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 STRUCTURED COMMUNICATION SYSTLMS
Attn: Mike Nolop,IT Director Attn: Rob Werlinger
Address: 13125 SW Hall Boulevard Address: 12901 SE 97`s Avenue,Suite 400
Tigard,Oregon 97223 Clackamas, Oregon 97015
Phone: (503) 718-2757 Phone: (503) 513-9979
Email: mikenna tigard-or.gov Email: rwerhnger@structured.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
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.
13. 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.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the City
by an Consultant,which does not represent clients on matters contrary to City interests. Further,
Consultant shall not engage services of an Consultant 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 of an Consultant 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.
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After such consultation,the Consultant shall have five (5) 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 10 (B-3) of this agreement.
15. Force Majeure
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 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.
16. Non-Discrimination
Consultant agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, 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. All facilities designed by Consultant under this contract shall
be designed to be readily accessible to and usable by individuals with disabilities as required by
the Americans with Disabilities Act.
17. 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.
18. Extra (Changes)Work
Only the City's Project Manager 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.
19. 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.
20. Compliance With Applicable Law
Consultant shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
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21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
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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.
26. 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;
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.
27. 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
12113age
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 TIGARD STRLLG TMP).COMMUNICATION SYSTEMS,INC.
(,A.S�,y
By: wr By: Aut orize Contractor Representative
In
9/30/2016
L4I -Law
Date Date
1311) a ;e
EXHIBIT A
SCOPE OF SERVICES
Consultant shall assist City with a block of hours of engineering and professional services for staff
augmentation during the July 13,2016 through June 30,2017 time period.
City Project Manager will contact consultant to schedule time for any Staff Augmentation and
Engineering Services that is needed at the City. A scope of work will be provided each occurrence
when the request for professional services is scheduled with the vendor.
14 1 11 a �e
EXHIBIT B
CONSULTANT'S PROPOSAL
i
CORPORATE HEADQUARTERS
12901 SE 971'Avenue,Suite 400
Clackamas,OR 97015
St503)513-9979
r u ct u red Fax(503 513-4600
bridging people,business&technology'"
6IN016
Mike Nolop
IT Manager
City of Tigard
13125 SW Hall Blvd
Tigard,OR 97223
Reference: City of Tigard-General Consulting Hours SOW
SOW Name: SOW—Short Time Materials v6
Project ID:201606-47978
Dear Mike:
Structured Communication Systems, Inc.is pleased to present this Statement of Work for your review,approval and signature.
Our Engineer, Sarah Ahlvers,has prepared this Statement of Work to describe the block of forty nine(49)hours of Engineering
Professional Services for Staff Augmentation.
For your convenience,we have provided a checklist of the items required to execute this Statement of Work.
Statement of Work (to be signed and returned in its entirety)
Customer Purchase Order (City of Tigard provided)
Please complete and fax the documents noted above to:
Rob Weriinger
Stnrctured Communication Systems, Inc.
Office(503)513-4573
Order Fax(888) 729-0997
We appreciate the opportunity to submit this proposal and look forward to working with you. Please call me N you have any
questions.
Sincerely,
Rob Werlinger
Territory Account Executive
i
CORPORATE HEADQUARTERS
12901 SE 970'Avenue,Suite 400
Clackamas,OR 97015
structured (503 Tel:( 513-9979
fax(503)5134600
bridging people,business&technology's
Structured Communication Systems, Inc.
Statement of Work
For
City of Tigard - General Consulting Hours SOW
Project ID: 201606-4 79 78
Revision 1.0
6/8/2016
Provided by: Structured's Secure Infrastructure Practice
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Table of Contents
-Word 2003 instructions: insert Table of Contents here. To do so,go to"Insert"then"Field", the And"TOC"in
the list of field names.
Word 2007 instructions: click on the spot to insert TOC, select References menu option. Click on Table of
Contents icon on left side of menu bar. Choose format for TOC.
1
City of Tigard - General Consulting
Structured Hours SOW
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Client: Mike Nolop Provider: Rob Werlinger
IT Manager Territory Account Executive
City of Tigard Tel:(503)513-4573
13125 SW Hall Blvd Fax:
Tigard,OR 97223 Order Fax: (888) 729-0997
Tel:(503)718-2757 E-mail:rwedinger@struchured.com
E-mail:mnolop@forestgrove-or.gov
7 Confidentiality Agreement
This Statement of Work contains information from Structured Communication Systems, Inc, that Is
confidential and privileged. The information is intended for the private use of City of Tigard in
evaluating Professional Services partners.By accepting this Statement of Work you agree to keep the
contents of this document in confidence and not copy,disclose,or distribute without written request to
and written confirmation from Structured Communication Systems, Inc. If you are not the intended
recipient, be aware any disclosure, copying, or distribution of the contents of this document is
prohibited.
2 Project Overview, Scope and Objectives
Based upon discussions held between City of Tigard and Structured Communication Systems, Inc.
("Structured"), City of Tigard wishes to engage Structured to provide a block of forty nine (49) hours of
Engineering Professional Services for Staff Augmentation.
Structured will provide City of Tigard with forty nine(49)hours of as-required Engineering Professional Services
for Staff Augmentation. There is not a defined Service Level Agreement(SLA)for engineering on-site response
time from Structured. All Structured support will be provided within a best effort timeframe. Requests for support
will be made through the Structured Service Desk by phone at (503) 513-4576, email at
Service Desk0structured.com or both. Notification to Structured as early as possible when services will be
required will assist in facilitating availability of resources.
As this is a Staff Augmentation, Structured makes no warranty or representation that all tasks presented during the
course of the Staff Augmentation will be completed within the stated forty nine(49) hours.The services and pricing in
this Statement of Work are valid for one(1)year from the date Structured receives the signed Statement of Work.
Any services,tasks or other responsibilities not specifically Identified within this document are out of scope.
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3 City of Tigard Demwerables
City of Tigard will provide the following to Structured in order to ensure a successful implementation. Delay in
providing these requirements will impact Structured's ability to complete this project in a timely manner.
1. City of Tigard will contact Structured's Service Desk by phone at(503)513-4576,email at
Service Desk0structured.com or both as soon as possible when Professional Services are required to
facilitate availability of required Stnx;tured resources.
2. Access to infrastructure(as needed)and staff that are familiar with City of Tiigard's current environment and
needs.
et General Project Assumptions
Successful completion of this engagement is contingent upon City of Tigard's performance of its responsibilities
and the accuracy of the assumptions set out below. To the extent(i)City of Tigard fails to meet its obligations
under this Statement of Work or(ii)the assumptions identified below are not accurate,timelines and milestone
dates shall be reasonably adjusted and any additional services required as a result will be billed to,and paid for
by, City of Tigard at Structured's standard rates on a time and materials basis, unless otherwise agreed by the
parties.
• Structured Consultant(s)will have adequate administrative access and connectivity to perform the tasks
required for the project
• Existing relevant documentation,diagrams,and/or interviews with key staff will be provided by City of Tigard
to ensure timely delivery of product.
• City of Tigard will provide the necessary resources(equipment,staff)required for all deliverables.
• All communications,which affect the technical aspects of the project,must be directed through the
--• www. Structured Project Manager.
a° www.dymo.com Q1, . Any additional labor or materials requested by City of Tigard,not included in the scope of this Statement of
Work will constitute a Change Request.
• Adequate staffing and project management is included in this response. If City of Tigard unexpectedly
accelerates the stated time line in their request,a Change Order may be generated to cover additional
staffing or overtime to meet the new deadlines.
• Any work beyond that stated in this Statement of Work must be mutually agreed to by City of Tigard and
Structured and will be performed at the standard hourly rate.
• Any on-site skill transfer supplements,but does not replace,the manufacturer's formal system
implementation and administration classes.
• No formal end user training is included in this Statement of Work. Formal and user training is available from
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structured City of Tigard - General Consulting
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vendor authorized training centers for an additional cost.
City of Tigard will provide timely management decisions,approvals and acceptances as reasonably
requested by Structured.
• City of Tigard will provide assistance as reasonably requested by Structured to obtain timely services and
cooperation from any third party providers that are providing products or services to City of Tigard that are
related to,interact with,or are necessary for the Services.
• City of Tigard will appoint a single project manager to operate as the day-today point of contact and
management decision-maker for this project.
• City of Tigard acknowledges that all services are provided during standard business hours(Monday-Friday,
8AM-5PM),excluding company holidays.Any work done outside of this time period will be billed at one and
one-half times the standard hourly rate.
5 Change Control and Cancellations
5.1 Chancre Control
Both Structured and City of Tigard must approve any changes to the schedule,tasks,deliverables,terms,
or pricing presented in this document. To request a change,the requesting party(Structured or City of
Tigard)must provide a Change Order to the other party in writing. The Structured Project Manager will
review the Change Order and its impact on the project. 0 both parties agree to the Change Order,the
Project Manager will incorporate the change into the project plan and manage the change accordingly.
5.2 CaneWlafion
City of Tigard will make all reasonable efforts to notify Structured of any cancellation or postponement of
the services to be performed under this Statement of Work. If City of Tigard does not notify Structured of
the cancellation of a mutually agreed upon service appointment,then Structured will charge a
cancellation fee equal to a minimum of two(2)hours of the prevailing standard hourly rate. Cancellation
shall not relieve City of Tigard's obligation to pay all fees and expenses that have accrued due to
preparation for the service.
6 Professional Service Scheduling and Fees
6.1 lnitia8on of Work and Scheduling
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Once Structured has received a signed Statement of Work, Structured will identify the staffing for this project
within two weeks. Project staffing and activities will be scheduled based upon the date the signed Statement of
Work is received by Structured. Structured staff will work with City of Tigard to determine the project schedule
and estimated completion date.
62 Staff and Credentials
The Structured staff consists of consultants with a broad range of practical engineering backgrounds and
expertise. Structured will draw upon this extensive pool of engineering talent to meet the diverse technical
requirements of todays complex network and server environments. Structured will determine the appropriate
staff to assign to the project based upon the requirements of the engagement and the experience, skills and
availability of the Structured engineering staff. Structured is uniquely qualified to undertake this project because
of Structured's extensive experience designing, implementing, and optimizing complex networks in the
distributed,mull-protocol computing environment.
6.3 Estimated Consulting Chames
Consulting charges are estimated based on the project as defined in this Statement of Work The hourly rate for
this effort will be$200 per standard business hour. All durations and prices quoted herein are estimates only.
Work will be billed at actual costs incurred. All services are provided during standard business hours(Monday-
Friday, 8AM-5PM)excluding company holidays. Any work done outside of this time period will be billed at one
and one-half times the standard hourly rate.
Should the scope of the engagement go outside the contents of this Statement of Work and require additional
consulting hours,these hours will be billed on an hourly basis to City of Tigard at the rate of$200 per standard
business hour. Any items that fall outside the scope of this project should be reviewed and agreed to with a
written Change Order signed by Structured and City of Tigard prior to starting the additional work.
Professional Services Description Est.Duration Est.Cost
Engineering Professional Services 49 $9,600.00
Total Estimated Project Cost 4
6.4 Travel&Expenses
No travel expenses are anticipated.
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U Invoice Instructions
An invoice for the Professional Services described in this Statement of Work will be sent to City of Tigard on a
weekly basis as services are performed. Commencement of a project may occur prior to the arrival of
Structured's personnel at the customer's location due to planning and preparation activities. Refer to the
Terms in the Appendix for additional information on the Terms and Conditions of this agreement.
City of Tigard instructs Structured to submit the invoice and accom .ng documentation to:
Name Copy to:
Address
Phone
Fax
Purchase
Order#
e Prices are valid for 30 days from the date of this Statement of Work.
• City of Tigard representative signature below hereby attests and acknowledges that in the event that his/her company does
not issue a Purchase Order prior to commencement of the service listed herein,this Agreement shall serve as the Purchase
Order for this effort
• Structured 's Standard Terms and Conditions, as stated in Section 9: Standard Terms and Condrions, will govem this
Statement of Work. There shall be no force or effect to any different or additional terms of any related purchase order,
confirmation or similar form even if signed by the parties after the date hereof.
Accepted and Agreed to by.,
for for
City of Tigard Structured Communication Systems, Inc.
DocuSigned by:
--0//1"/Z C,a." K°C66vul
F80989347D804F3...
Signature of Authori Sig ory Signature of Authorized Signatory
Mit/.4 �3yle Casey Richmond
Printed Name of Signatory Printed Name of Signatory
General Counsel
Title ( , Title
` 7 (1 ! �i�+'f 6 9/30/2016
Date ! Date
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7 APPENDIX: Terms and Conditions
1. PAYMENT TERMS. Structured Communication Systems,Inc.(SCS)standard terms are Net 20,unless otherwise noted on a
SCS sales order form or quotation. Payments for products and/or services are to be within the standard terms of Net 20. Products will be
invoiced to the Customer upon delivery to customer site or storage facility. Storage facility can be customer location or a SCS warehouse.
Services will be invoiced to the Customer weekly,unless otherwise specified. Appropriate taxes and shipping&handling charges will be
added at the time of invoicing. Shipment terns are FOB origin. If payment is not made within terns,the outstanding balance will be
assessed interest at the rate o f one and one-half percent(1.5°%),or the maximum rate allowable bylaw,whichever is less. Failure to make
payment obligation constitutes Default,as outlined in Section 6,herein. Customers shall furnish financial information as SCS may from
time to time request to determine Customer's credit Worthiness. All sales are subject to credit approval.
2. =URNS. SOS's cancellation and return policies are subject to the applicable manufacturer cancellation and return policy,
and may be modified at any time without notice. Please note that in certain circumstances software may not be eligible for return. All
returns MUST be pre-authorized by SCS in writing with it Returned Merchandise Authorization(RMA). Based upon the manufacturer's
policies,returns may be subject to a minimum re-stocking fee. All equipment must be packaged as if it had not been opened(Le.,all
original boxes,manuals,etc). Equipment returned not packaged as such,or not authorized WU-L NOT be accepted by SCS, and
Customer will be obligated to pay the entb a invoice due.
3. CONFIDENTIALITY. In the course of famishing products or services hereunder,SCS may have access to confidential and
proprietary Wormatien and materials of Customer or its clients(°'Confidential Infommation'l. Confidential Informmation includes,and is
not limited to,information related to past,present or future research,development or business affairs,any proprietary products,materials or
methodologies,or arty other information which provides Customer or its clients with a competitive advantage.Confidential Information
shall be used by SCS only in conjunction with furnishing products or services hereunder.
4. INDEPENDENT CONTRACTORS. The parties are independent contractors.Neither party is an employee,agent or
representative of the other party. Neither party shall have any right,power,or authority to enter into any agreement for or on behalf
of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an
association,joint venture,or partnership between the parties nor imposes any partnership liability upon either party.
5. NON-SOLICITATION. Both parties agree not to knowingly remuJit,solicit or engage the services or employment of any of
the other patty's current employees during the term of the engagement as outlined in the applicable Statement of Work and for a period of
one(1)year following end of the engagement,without the prior written permission of the other party. Notwithstanding,nothing herein
shall act as a restriction on either party generally advertising or posting job and consulting opportunities and any party may engage the
services ofany person that responds to such general advertisings or postings.
6. EVENTS OF DEFAULT. Customer shall be in default under these terms immediately upon the happening of any of the
following events. (a)if Customer fails to meet any of its payment obligations under these terms;(b)if Customer becomes insolvent,
becomes the subject of a voluntary or involuntary petition in bankruptcy or any other form of judicial reorganization or stq3arvision,has a
receiver appointed for its business,enters into any arrangement with creditors or otherwise is unable to pay its debts as they become due;
(c)if Customer violates any of the terns,conditions,or restrictions contained herein;or(d)if Customer misrepresents any fact to SCS
concerning Customer Customer's financial condition.Customer's business activities,Customer's performance of these terns.
7. SECURITY INTEREST. Customer agrees that all products sold to Customer will be secured by a security interest in such
products and any proceeds thereof and any receivables related thereto until SCS is paid for such products.Customer agrees to execute
financing documents, UCC.,a security agreement and/or such other documentation and take such other actions as SCS may require
evidencing and perfecting its security interest.
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& LIMITED WARRANTIES.
&I PRODUCT WARRANTY. PRODUCT WARRANTIES(IF ANY)ARE PROVIDED BY THE MANUFACTURER OF
THE PRODUCT(S)AND,TO THE EXTENT APPLICABLE,SCS WILL PASS-THROUGH TO CUSTOMER ANY WARRANTIES
PROVIDED BY THE MANUFACTURER. CUSTOMER MAY ALSO BE REQUIRED TO ENTER INTO OR ACCEPT THE
TERMS OF A SOFTWARE LICENSE AGREEMENT OR AN END-USER LICENSE AGREEMENT AS MAY BE REQUIRED BY
THE MANUFACTURER OF THE PRODUCTS. CUSTOMER ACKNOWLEDGES THAT SCS SHALL HAVE NO LIABILITY
FOR PRODUCT WARRANTIES.
&2 SERVICE WARRANTY. SCS WARRANTS THAT: (I) ALL SERVICES PERFORMED HEREUNDER WILL BE
PERFORMED IN A GOOD AND WORKMAN-LIKE MANNER, FREE FROM NEGLIGENT, DEFECTIVE OR DEFICIENT
WORKMANSHIP AND CONSISTENT WITH THE BEST PRACTICE IN THE INDUSTRY AND THAT SUCH SERVICES AND
ANY DELIVERABLES PROVIDED PURSUANT THERETO WILL CONFORM TO THE STATEMENT OF WORK AND(II)SCS
HAS ALL LICENSES NECESSARY TO PERFORM THE SERVICES AND WILL PERFORM THE SERVICES IN STRICT
COMPLIANCE WITH APPLICABLE LAW.
9.3 DISCLAIMER OF UNSTATED WARRANTIES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,SCS
MAKES NO OTHER WARRANTIES WHATSOEVER TO CUSTOMER AND SPECIFICALLY DISCLAIMS ALL OTHER
WARRANTIES, WHETHER WRTTfEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR ANY WARRANTIES
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE,
9. LIMITATION OF LIABILITY, UNDER NO CIRCUMSTANCES SHALL SCS BE LIABLE TO CUSTOMER FOR
ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, PROFITS, REVENUE, DATA, OR
BUSINESS)ARISING FROM,OR IN ANY WAY RELATED TO THESE TERMS OR THE PRODUCT AND/OR SERVICES
PROVIDED BY SCS. THIS EXCLUSION SHALL APPLY REGARDLESS OF WHETMER SUCH DAMAGES ARE SOUGHT
BASED ON BREACH OF CONTRACT,BREACH OF WARRANTY,NEGLIGENCE,STRICT LIABILITY IN TORT,OR ANY
OTHER LEGAL OR EQUITABLE THEORY. SCS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH FURNISHING PRODUCTS AND/OR SERVICES TO CUSTOMER SHALL BE LIMITED TO THE TOTAL
AMOUNT PAID BY CUSTOMER TO SCS FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. NO
ACTION,REGARDLESS OF FORM,ARISING OUT OF THESE TERMS OR THE SALE OF THE PRODUCTS TO CUSTOMER
HEREUNDER MAY BE BROUGHT AGAINST SCS MORE THAN ONE YEAR AFTER THE DATE OF ACCRUAL OF THE
CAUSE OF ACTION.
10. MISCELLANEOUS.
10.1 FORCE MAJEURE. SCS shall have no obligation or liability whatsoever arising out of or in connection with any delay or
failure to perform any of its covenants or obligations under these terms,or any loss
or damage incurred by Customer as a result thereof,if such delay or failure is caused,in whole or in part,either directly or indirectly,by act
of God,fire,war,riot,civil insurrection,accident,embargo,governmental priority,shortage or failure of supply of materials,strikes or
other labor trouble,changes in production schedules,discontinuance of any service,decree or order of any court or government,or any
other occurrence,act,cause or thing beyond the control of SCS.
10.2 OFFSETS. SCS may offset any sums due from Customer to SCS against any sums SCS owes Customer. Customer shall have
no right to any credits,deductions or offsets without prior written approval from SCS.
10.3 BINDING EFFECT. All rights,remedies and liabilities herein given to or imposed upon the parties shall extend to,inure to
the benefit of and bind,as the circumstances may require,the parties and their respective heirs,personal representatives,successors and,
insofar as these terms is assignable by the terms hereof,assigns.
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10.4 ATTORNEYS' FEES. In the event Customer fails to pay any sums owing to SCS under these tams, Customer shall
reimburse SCS for all collection costs and expenses,including without limitation reasonable attorneys'fees,incurred by SCS in collecting
such sums. In addition,if litigation is commenced by either party to enforce any provision of these terms,or by reason of any breach of
these terns,the prevailing party shall be entitled to mover reasonable costs and anomeys'fees,both at trial and on appeal.
10.5 APPLICABLE LAW, This agreement shall be interpreted and construed in accordance with the laws of the State of Oregon,
without giving effect to its principles of conflicts of law.
10.6 ENTIRE AGREEMENT. These Standard Terms and Conditions constitute the entire agreement between the parties with
respect to this subject matter,and supersede all prior and contemporaneous discussions,communications and agreements with respect
thereto. There shall be no form or effect to any different or additional terms of any related purchase order,confirmation or similar form
even if signed by the parties after the date hereof.
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(THIS FORM MUST ACCOMPANY EVERY CONTRACT
Contract Title: General IT Block of Hours Number:
Contractor: Structured Communications Contract Total: $9800.00
Contract Overview: A general block of hours for use xvith our preferred IT vendor/consultant Structured
Communications.We are billed for the time ive use.
Initial Risk Level: ❑Extreme [❑High ❑Moderate X Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager.Mike Nolop Ext: x2757 Department: FIS
Type: [] Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: End Date:
Quotes/Bids/Proposal: FIRM Amouw/ScogE
Structured Communications $9800.00
Account String Fund-livision-Account Work Order—Activity Tyke Amount
FY 15-16 600-2300-54001 G
FY _ lath
FY
FY
FY
Atin�royals- LCRB Date:
Department Comments:
Department Signature: G
Purchasing Comments:
Purchasing Signature:
City Manager Comment
2:�-X' e��
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
ON-CALL CONSULTING
THIS AGREEMENT, made and entered into this 18'' day of July,2016,by and between the City
of Tigard, a municipal corporation, hereinafter referred to as the "City," and Structured
Communication Systems,Inc.,hereinafter referred to as the"Consultant."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for information technology
consultation services;and
WHEREAS,the accomplishment of the work and services described in this Agreement is necessary
and essential to the program of the City;and
WHEREAS,the City desires to engage the Consultant to render professional information technology
consultation services for the project described in this Agreement, and the Consultant is willing and
qualified to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby
agree as follows:
1. Consultant's Scope of Services
The Consultant shall perform professional information technology consultation services relevant
to the Project in accordance with the terms and conditions set forth herein,and as provided in
Exhibit A,which is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution, and shall expire, unless
otherwise terminated or extended,on completion of the work or June 30,2017 whichever comes
first. All work under this Agreement shall be completed prior to the expiration of this Agreement.
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and
for services required in the fulfillment of Paragraph 1,the Consultant shall be paid on
an hourly rate based upon the "Schedule of Rates" in Exhibit B of this agreement,
which shall constitute full and complete payment for said services and all expenditures
which may be made and expenses incurred, except as otherwise expressly provided in
this Agreement. The total amount paid by the City to the Consultant is not anticipated
exceed the amount of Nine Thousand Eight Hundred and No/100 Dollars
($9,800.00),based on an hourly rate of$200.00.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of
Services to be provided by the Consultant and is not necessarily related to the
estimated construction cost of the Project. In the event that the actual construction
cost differs from the estimated construction cost,the Consultant's compensation will
not be adjusted unless the Scope of Services to be provided by the Consultant changes
and is authorized and accepted by the City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings
shall be submitted by the Consultant periodically,but not more frequently than monthly.
Payment by the City shall release the City from any further obligation for payment to the
Consultant for service or services performed or expenses incurred as of the date of the
statement of services. Payment shall be made only for work actually completed as of the
date of invoice. Payment shall not be considered acceptance or approval of any work or
waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Consultant shall furnish or acquire for the
City the professional and technical services based on the hourly rate schedule as described
in Exhibit B of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Consultant shall furnish certified cost records for all billings pertaining to other than
lump sum fees to substantiate all charges. For such purposes,the books of account of the
Consultant shall be subject to audit by the City. The Consultant shall complete work and
cost records for all billings on such forms and in such manner as will be satisfactory to the
City.
E. Contract Identification
The Consultant shall furnish to the City its employer identification number,as designated
by the Internal Revenue Service,or social security number,as the City deems applicable.
F. Payment—General
1) Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) 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.
3) 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.
4) The City certifies that sufficient funds are available and authorized for expenditure to
finance costs of this contract.
57 Consultant shall make payments promptly, as due,to all persons supplying services or
materials for work covered under this contract. Consultant shall not permit any lien
or claim to be filed or prosecuted against the City on any account of any service or
materials furnished.
6) If Consultant fails,neglects or refuses to make prompt payment of any claim for labor,
materials,or services furnished to Consultant,sub-consultant or subcontractor by any
2 1 Pas;
person as such claim becomes due,City may pay such claim and charge the amount of
the payment against funds due or to become due to 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.
4. Ownersh:V of Plans and Documents: Records
A. The field notes,design notes,and original drawings of plans, as instruments of service,are
and shall remain,the property of the Consultant. The City shall have unlimited authority
to use the materials received from the Consultant in any way the City deems necessary.
B. The City shall make copies,for the use of and without cost to the Consultant,of all of its
maps, records, laboratory tests, or other data pertinent to the work to be performed by
the Consultant pursuant to this Agreement, and also make available any other maps,
records,or other materials available to the City from any other public agency or body.
C. The Consultant shall furnish to the City, copies of all maps, records, field notes, and soil
tests which were developed in the course of work for the City and for which compensation
has been received by the Consultant at no additional expense to the City except as provided
elsewhere in this Agreement.
5. Assignment/Delegation
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 whatsoever
unless and until the other party has so consented. If City agrees to assignment of tasks to a
subcontract,Consultant shall be fizlly 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. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement, but
Consultant is not subject to the direction and control of the City. Consultant shall be an
independent contractor for all purposes and shall be entitled to no compensation other
than the compensation provided for under Section 3 of this Agreement.
B. Consultant is an independent contractor and not an employee of City. Consultant
acknowledges Consultant's status as an independent contractor and acknowledges that
Consultant is not an employee of the City for purposes of workers compensation law,
public employee benefits law, or any other law. All persons retained by Consultant to
provide services under this contract are employees of Consultant and not of City.
Consultant acknowledges that it is not entitled to benefits of any kind to which a City
employee is entitled and that it shall be solely responsible for workers compensation
coverage for its employees and all other payments and taxes required by law. Furthermore,
in the event that Consultant is found by a court of law or an administrative agency to be
an employee of the City for any purpose,City shall be entitled to offset compensation due,
or to demand repayment of any amounts paid to Consultant under the terms of the
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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.
C. 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 the Consultant, either directly or indirectly, in
connection with the letting or performance of this Agreement, except as specifically
declared in writing.
D. 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/her normal charge for the type of service provided.
E. 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.
F. 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 31st 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.
G. Consultant is not an officer,employee,or agent of the City as those terms are used in ORS
30.265.
7. Indemnity
A. The City has relied upon the professional ability and training of the Consultant as a
material inducement to enter into this Agreement. Consultant represents to the City that
the work under this contract will be performed in accordance with the professional
standards of skill and care ordinarily exercised by members of the Consultant's profession
under similar conditions and circumstances as well as the requirements of applicable
federal, state and local laws,it being understood that acceptance of an Consultant's work
by the City shall not operate as a waiver or release. Acceptance of documents by City does
not relieve Consultant of any responsibility for design deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Consultant agrees and shall indemnify,
defend, save and hold harmless the City of Tigard, its officers, employees, agents, and
representatives from all claims, suits, or actions and all expenses incidental to the
investigation and defense thereof, of whatsoever nature, including intentional acts
resulting from or arising out of the activities of Consultant or its subcontractors, sub-
consultants,agents or employees in performance of this contract 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.. 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.
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C. Claims for Professional Liability. Consultant agrees and shall indemnify,defend,save and
hold harmless the City of Tigard,its officers,employees,agents,and representatives from
all claims, suits, or actions and all expenses incidental to the investigation and defense
thereof, arising out of the professional negligent acts, errors or omissions of Consultant
or its subcontractors,sub-consultants,agents or employees in performance of professional
services under this agreement. Any work by Consultant that results in a design of a facility
that is not readily accessible to and usable by individuals with disabilities shall be
considered a professionally negligent act,error or omission.
D. As used in subsections B and C of this section,a claim for professional responsibility is a
claim made against the City in which the City's alleged liability results directly or indirectly,
in whole or in part, from the quality of the professional services provided by Consultant,
regardless of the type of claim made against the City in performance of this contract A
claim for other than professional responsibility is a claim made against the City in which
the City's alleged liability results from an act or omission by Consultant unrelated to the
quality of professional services provided by Consultant in performance of this contract.
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. Such insurance shall include provisions that such insurance is primary
insurance with respect to the interests of City and that any other insurance maintained by City is
excess and not contributory insurance with the insurance required hereunder.
The policy or policies of insurance maintained by the Consultant and its subcontractors 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 20101185 or equivalent). This coverage shall include
Contractual Liability insurance for the indemnity provided under this contract. The following
insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. Professional Liability
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this
contract, Professional Liability Insurance covering any damages caused by any actual or
alleged negligent act,error or omission in the rendering of or failure to render Professional
Services. Combined single limit per claim shall not be less than$2,000,000,or the equivalent.
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Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made"form.
C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense,and keep in effect during the term of
the contract(Symbol l or Symbols 8 and 9 as applicable) Commercial Automobile Liability
coverage on an"occurrence"form including coverage for all owned,hired,and non-owned
vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall obtain, at Contractor's expense, and keep in effect during the term of the
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.
D. Workers'Compensation Insurance
The Consultant, its subcontractors, if any, and allemployers providing work, labor or
materials under this Contract are subject employers under the Oregon Workers'
Compensation Law and shall comply with ORS 656.017, which requires them to provide
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 within 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 such coverage. This shall include Employer's Liability Insurance with coverage limits
of not less than$1,000,000 each accident.
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability,
shall include the City its officers,employees,agents and representatives as additional insureds
with respect to this contract Coverage will be endorsed to provide a"per project"aggregate.
F. Extended Report pg Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis,
Extended Reporting coverage will be required at the completion of this contract to a duration
of 24 months or the maximum time period the Consultant's insurer will provide such if less
than 24 months. Consultant will be responsible for furnishing certification of Extended
Reporting coverage as described or continuous "claims-made" liability coverage for 24
months following contract completion. Continuous "claims-made" coverage will be
acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or
before the effective date of this contract. Coverage will be endorsed to provide a "per
project"aggregate.
G. Insurance Carrier Rating
Coverage 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"ANII" or better,or equivalent. The City reserves the right to reject
all or any insurance carrier(s)with an unacceptable financial rating.
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H. Self-Insurance
The City understands that some Contractors 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 Contractor is self-insured for
commercial general liability or automobile liability insurance the Contractor must provide
evidence of such self-insurance. The Contractor 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.
L 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 address below prior to
coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
K. 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.
L. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability
and commercial automobile 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
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of any damage,injury,or loss caused by negligence or neglect connected with this contract.
9. 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.
10. 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.
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 days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 14 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
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amount the amount of damages, if any, sustained by Cita- 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.
11. 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.
12. Method and Place of Giving Notice, Submitting Bills and Making 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 STRUCTURED COMMUNICATION SYSTLMS
Attn: Mike Nolop,IT Director Attn: Rob Werlinger
Address: 13125 SW Hall Boulevard Address: 12901 SE 97`s Avenue,Suite 400
Tigard,Oregon 97223 Clackamas, Oregon 97015
Phone: (503) 718-2757 Phone: (503) 513-9979
Email: mikenna tigard-or.gov Email: rwerhnger@structured.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
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.
13. 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.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the City
by an Consultant,which does not represent clients on matters contrary to City interests. Further,
Consultant shall not engage services of an Consultant 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 of an Consultant 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.
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After such consultation,the Consultant shall have five (5) 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 10 (B-3) of this agreement.
15. Force Majeure
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 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.
16. Non-Discrimination
Consultant agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, 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. All facilities designed by Consultant under this contract shall
be designed to be readily accessible to and usable by individuals with disabilities as required by
the Americans with Disabilities Act.
17. 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.
18. Extra (Changes)Work
Only the City's Project Manager 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.
19. 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.
20. Compliance With Applicable Law
Consultant shall comply with all federal, state, and local laws and ordinances applicable to the
work under this Agreement,including those set forth in ORS 279A,279B,and 279C.
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21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
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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.
26. 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;
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.
27. 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
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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 TIGARD STRLLG TMP).COMMUNICATION SYSTEMS,INC.
(,A.S�,y
By: wr By: Aut orize Contractor Representative
In
9/30/2016
L4I -Law
Date Date
1311) a ;e
EXHIBIT A
SCOPE OF SERVICES
Consultant shall assist City with a block of hours of engineering and professional services for staff
augmentation during the July 13,2016 through June 30,2017 time period.
City Project Manager will contact consultant to schedule time for any Staff Augmentation and
Engineering Services that is needed at the City. A scope of work will be provided each occurrence
when the request for professional services is scheduled with the vendor.
14 1 11 a �e
EXHIBIT B
CONSULTANT'S PROPOSAL
i
CORPORATE HEADQUARTERS
12901 SE 971'Avenue,Suite 400
Clackamas,OR 97015
St503)513-9979
r u ct u red Fax(503 513-4600
bridging people,business&technology'"
6IN016
Mike Nolop
IT Manager
City of Tigard
13125 SW Hall Blvd
Tigard,OR 97223
Reference: City of Tigard-General Consulting Hours SOW
SOW Name: SOW—Short Time Materials v6
Project ID:201606-47978
Dear Mike:
Structured Communication Systems, Inc.is pleased to present this Statement of Work for your review,approval and signature.
Our Engineer, Sarah Ahlvers,has prepared this Statement of Work to describe the block of forty nine(49)hours of Engineering
Professional Services for Staff Augmentation.
For your convenience,we have provided a checklist of the items required to execute this Statement of Work.
Statement of Work (to be signed and returned in its entirety)
Customer Purchase Order (City of Tigard provided)
Please complete and fax the documents noted above to:
Rob Weriinger
Stnrctured Communication Systems, Inc.
Office(503)513-4573
Order Fax(888) 729-0997
We appreciate the opportunity to submit this proposal and look forward to working with you. Please call me N you have any
questions.
Sincerely,
Rob Werlinger
Territory Account Executive
i
CORPORATE HEADQUARTERS
12901 SE 970'Avenue,Suite 400
Clackamas,OR 97015
structured (503 Tel:( 513-9979
fax(503)5134600
bridging people,business&technology's
Structured Communication Systems, Inc.
Statement of Work
For
City of Tigard - General Consulting Hours SOW
Project ID: 201606-4 79 78
Revision 1.0
6/8/2016
Provided by: Structured's Secure Infrastructure Practice
i
st rucLu red City of Tigard - General Consulting
Hours SOW
bridging people,business&technology"
Table of Contents
-Word 2003 instructions: insert Table of Contents here. To do so,go to"Insert"then"Field", the And"TOC"in
the list of field names.
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Contents icon on left side of menu bar. Choose format for TOC.
1
City of Tigard - General Consulting
Structured Hours SOW
bridging people.,business&technology'"
Client: Mike Nolop Provider: Rob Werlinger
IT Manager Territory Account Executive
City of Tigard Tel:(503)513-4573
13125 SW Hall Blvd Fax:
Tigard,OR 97223 Order Fax: (888) 729-0997
Tel:(503)718-2757 E-mail:rwedinger@struchured.com
E-mail:mnolop@forestgrove-or.gov
7 Confidentiality Agreement
This Statement of Work contains information from Structured Communication Systems, Inc, that Is
confidential and privileged. The information is intended for the private use of City of Tigard in
evaluating Professional Services partners.By accepting this Statement of Work you agree to keep the
contents of this document in confidence and not copy,disclose,or distribute without written request to
and written confirmation from Structured Communication Systems, Inc. If you are not the intended
recipient, be aware any disclosure, copying, or distribution of the contents of this document is
prohibited.
2 Project Overview, Scope and Objectives
Based upon discussions held between City of Tigard and Structured Communication Systems, Inc.
("Structured"), City of Tigard wishes to engage Structured to provide a block of forty nine (49) hours of
Engineering Professional Services for Staff Augmentation.
Structured will provide City of Tigard with forty nine(49)hours of as-required Engineering Professional Services
for Staff Augmentation. There is not a defined Service Level Agreement(SLA)for engineering on-site response
time from Structured. All Structured support will be provided within a best effort timeframe. Requests for support
will be made through the Structured Service Desk by phone at (503) 513-4576, email at
Service Desk0structured.com or both. Notification to Structured as early as possible when services will be
required will assist in facilitating availability of resources.
As this is a Staff Augmentation, Structured makes no warranty or representation that all tasks presented during the
course of the Staff Augmentation will be completed within the stated forty nine(49) hours.The services and pricing in
this Statement of Work are valid for one(1)year from the date Structured receives the signed Statement of Work.
Any services,tasks or other responsibilities not specifically Identified within this document are out of scope.
I k
r City of Tigard - General Consulting
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3 City of Tigard Demwerables
City of Tigard will provide the following to Structured in order to ensure a successful implementation. Delay in
providing these requirements will impact Structured's ability to complete this project in a timely manner.
1. City of Tigard will contact Structured's Service Desk by phone at(503)513-4576,email at
Service Desk0structured.com or both as soon as possible when Professional Services are required to
facilitate availability of required Stnx;tured resources.
2. Access to infrastructure(as needed)and staff that are familiar with City of Tiigard's current environment and
needs.
et General Project Assumptions
Successful completion of this engagement is contingent upon City of Tigard's performance of its responsibilities
and the accuracy of the assumptions set out below. To the extent(i)City of Tigard fails to meet its obligations
under this Statement of Work or(ii)the assumptions identified below are not accurate,timelines and milestone
dates shall be reasonably adjusted and any additional services required as a result will be billed to,and paid for
by, City of Tigard at Structured's standard rates on a time and materials basis, unless otherwise agreed by the
parties.
• Structured Consultant(s)will have adequate administrative access and connectivity to perform the tasks
required for the project
• Existing relevant documentation,diagrams,and/or interviews with key staff will be provided by City of Tigard
to ensure timely delivery of product.
• City of Tigard will provide the necessary resources(equipment,staff)required for all deliverables.
• All communications,which affect the technical aspects of the project,must be directed through the
--• www. Structured Project Manager.
a° www.dymo.com Q1, . Any additional labor or materials requested by City of Tigard,not included in the scope of this Statement of
Work will constitute a Change Request.
• Adequate staffing and project management is included in this response. If City of Tigard unexpectedly
accelerates the stated time line in their request,a Change Order may be generated to cover additional
staffing or overtime to meet the new deadlines.
• Any work beyond that stated in this Statement of Work must be mutually agreed to by City of Tigard and
Structured and will be performed at the standard hourly rate.
• Any on-site skill transfer supplements,but does not replace,the manufacturer's formal system
implementation and administration classes.
• No formal end user training is included in this Statement of Work. Formal and user training is available from
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structured City of Tigard - General Consulting
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vendor authorized training centers for an additional cost.
City of Tigard will provide timely management decisions,approvals and acceptances as reasonably
requested by Structured.
• City of Tigard will provide assistance as reasonably requested by Structured to obtain timely services and
cooperation from any third party providers that are providing products or services to City of Tigard that are
related to,interact with,or are necessary for the Services.
• City of Tigard will appoint a single project manager to operate as the day-today point of contact and
management decision-maker for this project.
• City of Tigard acknowledges that all services are provided during standard business hours(Monday-Friday,
8AM-5PM),excluding company holidays.Any work done outside of this time period will be billed at one and
one-half times the standard hourly rate.
5 Change Control and Cancellations
5.1 Chancre Control
Both Structured and City of Tigard must approve any changes to the schedule,tasks,deliverables,terms,
or pricing presented in this document. To request a change,the requesting party(Structured or City of
Tigard)must provide a Change Order to the other party in writing. The Structured Project Manager will
review the Change Order and its impact on the project. 0 both parties agree to the Change Order,the
Project Manager will incorporate the change into the project plan and manage the change accordingly.
5.2 CaneWlafion
City of Tigard will make all reasonable efforts to notify Structured of any cancellation or postponement of
the services to be performed under this Statement of Work. If City of Tigard does not notify Structured of
the cancellation of a mutually agreed upon service appointment,then Structured will charge a
cancellation fee equal to a minimum of two(2)hours of the prevailing standard hourly rate. Cancellation
shall not relieve City of Tigard's obligation to pay all fees and expenses that have accrued due to
preparation for the service.
6 Professional Service Scheduling and Fees
6.1 lnitia8on of Work and Scheduling
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Once Structured has received a signed Statement of Work, Structured will identify the staffing for this project
within two weeks. Project staffing and activities will be scheduled based upon the date the signed Statement of
Work is received by Structured. Structured staff will work with City of Tigard to determine the project schedule
and estimated completion date.
62 Staff and Credentials
The Structured staff consists of consultants with a broad range of practical engineering backgrounds and
expertise. Structured will draw upon this extensive pool of engineering talent to meet the diverse technical
requirements of todays complex network and server environments. Structured will determine the appropriate
staff to assign to the project based upon the requirements of the engagement and the experience, skills and
availability of the Structured engineering staff. Structured is uniquely qualified to undertake this project because
of Structured's extensive experience designing, implementing, and optimizing complex networks in the
distributed,mull-protocol computing environment.
6.3 Estimated Consulting Chames
Consulting charges are estimated based on the project as defined in this Statement of Work The hourly rate for
this effort will be$200 per standard business hour. All durations and prices quoted herein are estimates only.
Work will be billed at actual costs incurred. All services are provided during standard business hours(Monday-
Friday, 8AM-5PM)excluding company holidays. Any work done outside of this time period will be billed at one
and one-half times the standard hourly rate.
Should the scope of the engagement go outside the contents of this Statement of Work and require additional
consulting hours,these hours will be billed on an hourly basis to City of Tigard at the rate of$200 per standard
business hour. Any items that fall outside the scope of this project should be reviewed and agreed to with a
written Change Order signed by Structured and City of Tigard prior to starting the additional work.
Professional Services Description Est.Duration Est.Cost
Engineering Professional Services 49 $9,600.00
Total Estimated Project Cost 4
6.4 Travel&Expenses
No travel expenses are anticipated.
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U Invoice Instructions
An invoice for the Professional Services described in this Statement of Work will be sent to City of Tigard on a
weekly basis as services are performed. Commencement of a project may occur prior to the arrival of
Structured's personnel at the customer's location due to planning and preparation activities. Refer to the
Terms in the Appendix for additional information on the Terms and Conditions of this agreement.
City of Tigard instructs Structured to submit the invoice and accom .ng documentation to:
Name Copy to:
Address
Phone
Fax
Purchase
Order#
e Prices are valid for 30 days from the date of this Statement of Work.
• City of Tigard representative signature below hereby attests and acknowledges that in the event that his/her company does
not issue a Purchase Order prior to commencement of the service listed herein,this Agreement shall serve as the Purchase
Order for this effort
• Structured 's Standard Terms and Conditions, as stated in Section 9: Standard Terms and Condrions, will govem this
Statement of Work. There shall be no force or effect to any different or additional terms of any related purchase order,
confirmation or similar form even if signed by the parties after the date hereof.
Accepted and Agreed to by.,
for for
City of Tigard Structured Communication Systems, Inc.
DocuSigned by:
--0//1"/Z C,a." K°C66vul
F80989347D804F3...
Signature of Authori Sig ory Signature of Authorized Signatory
Mit/.4 �3yle Casey Richmond
Printed Name of Signatory Printed Name of Signatory
General Counsel
Title ( , Title
` 7 (1 ! �i�+'f 6 9/30/2016
Date ! Date
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7 APPENDIX: Terms and Conditions
1. PAYMENT TERMS. Structured Communication Systems,Inc.(SCS)standard terms are Net 20,unless otherwise noted on a
SCS sales order form or quotation. Payments for products and/or services are to be within the standard terms of Net 20. Products will be
invoiced to the Customer upon delivery to customer site or storage facility. Storage facility can be customer location or a SCS warehouse.
Services will be invoiced to the Customer weekly,unless otherwise specified. Appropriate taxes and shipping&handling charges will be
added at the time of invoicing. Shipment terns are FOB origin. If payment is not made within terns,the outstanding balance will be
assessed interest at the rate o f one and one-half percent(1.5°%),or the maximum rate allowable bylaw,whichever is less. Failure to make
payment obligation constitutes Default,as outlined in Section 6,herein. Customers shall furnish financial information as SCS may from
time to time request to determine Customer's credit Worthiness. All sales are subject to credit approval.
2. =URNS. SOS's cancellation and return policies are subject to the applicable manufacturer cancellation and return policy,
and may be modified at any time without notice. Please note that in certain circumstances software may not be eligible for return. All
returns MUST be pre-authorized by SCS in writing with it Returned Merchandise Authorization(RMA). Based upon the manufacturer's
policies,returns may be subject to a minimum re-stocking fee. All equipment must be packaged as if it had not been opened(Le.,all
original boxes,manuals,etc). Equipment returned not packaged as such,or not authorized WU-L NOT be accepted by SCS, and
Customer will be obligated to pay the entb a invoice due.
3. CONFIDENTIALITY. In the course of famishing products or services hereunder,SCS may have access to confidential and
proprietary Wormatien and materials of Customer or its clients(°'Confidential Infommation'l. Confidential Informmation includes,and is
not limited to,information related to past,present or future research,development or business affairs,any proprietary products,materials or
methodologies,or arty other information which provides Customer or its clients with a competitive advantage.Confidential Information
shall be used by SCS only in conjunction with furnishing products or services hereunder.
4. INDEPENDENT CONTRACTORS. The parties are independent contractors.Neither party is an employee,agent or
representative of the other party. Neither party shall have any right,power,or authority to enter into any agreement for or on behalf
of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an
association,joint venture,or partnership between the parties nor imposes any partnership liability upon either party.
5. NON-SOLICITATION. Both parties agree not to knowingly remuJit,solicit or engage the services or employment of any of
the other patty's current employees during the term of the engagement as outlined in the applicable Statement of Work and for a period of
one(1)year following end of the engagement,without the prior written permission of the other party. Notwithstanding,nothing herein
shall act as a restriction on either party generally advertising or posting job and consulting opportunities and any party may engage the
services ofany person that responds to such general advertisings or postings.
6. EVENTS OF DEFAULT. Customer shall be in default under these terms immediately upon the happening of any of the
following events. (a)if Customer fails to meet any of its payment obligations under these terms;(b)if Customer becomes insolvent,
becomes the subject of a voluntary or involuntary petition in bankruptcy or any other form of judicial reorganization or stq3arvision,has a
receiver appointed for its business,enters into any arrangement with creditors or otherwise is unable to pay its debts as they become due;
(c)if Customer violates any of the terns,conditions,or restrictions contained herein;or(d)if Customer misrepresents any fact to SCS
concerning Customer Customer's financial condition.Customer's business activities,Customer's performance of these terns.
7. SECURITY INTEREST. Customer agrees that all products sold to Customer will be secured by a security interest in such
products and any proceeds thereof and any receivables related thereto until SCS is paid for such products.Customer agrees to execute
financing documents, UCC.,a security agreement and/or such other documentation and take such other actions as SCS may require
evidencing and perfecting its security interest.
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& LIMITED WARRANTIES.
&I PRODUCT WARRANTY. PRODUCT WARRANTIES(IF ANY)ARE PROVIDED BY THE MANUFACTURER OF
THE PRODUCT(S)AND,TO THE EXTENT APPLICABLE,SCS WILL PASS-THROUGH TO CUSTOMER ANY WARRANTIES
PROVIDED BY THE MANUFACTURER. CUSTOMER MAY ALSO BE REQUIRED TO ENTER INTO OR ACCEPT THE
TERMS OF A SOFTWARE LICENSE AGREEMENT OR AN END-USER LICENSE AGREEMENT AS MAY BE REQUIRED BY
THE MANUFACTURER OF THE PRODUCTS. CUSTOMER ACKNOWLEDGES THAT SCS SHALL HAVE NO LIABILITY
FOR PRODUCT WARRANTIES.
&2 SERVICE WARRANTY. SCS WARRANTS THAT: (I) ALL SERVICES PERFORMED HEREUNDER WILL BE
PERFORMED IN A GOOD AND WORKMAN-LIKE MANNER, FREE FROM NEGLIGENT, DEFECTIVE OR DEFICIENT
WORKMANSHIP AND CONSISTENT WITH THE BEST PRACTICE IN THE INDUSTRY AND THAT SUCH SERVICES AND
ANY DELIVERABLES PROVIDED PURSUANT THERETO WILL CONFORM TO THE STATEMENT OF WORK AND(II)SCS
HAS ALL LICENSES NECESSARY TO PERFORM THE SERVICES AND WILL PERFORM THE SERVICES IN STRICT
COMPLIANCE WITH APPLICABLE LAW.
9.3 DISCLAIMER OF UNSTATED WARRANTIES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,SCS
MAKES NO OTHER WARRANTIES WHATSOEVER TO CUSTOMER AND SPECIFICALLY DISCLAIMS ALL OTHER
WARRANTIES, WHETHER WRTTfEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR ANY WARRANTIES
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE,
9. LIMITATION OF LIABILITY, UNDER NO CIRCUMSTANCES SHALL SCS BE LIABLE TO CUSTOMER FOR
ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, PROFITS, REVENUE, DATA, OR
BUSINESS)ARISING FROM,OR IN ANY WAY RELATED TO THESE TERMS OR THE PRODUCT AND/OR SERVICES
PROVIDED BY SCS. THIS EXCLUSION SHALL APPLY REGARDLESS OF WHETMER SUCH DAMAGES ARE SOUGHT
BASED ON BREACH OF CONTRACT,BREACH OF WARRANTY,NEGLIGENCE,STRICT LIABILITY IN TORT,OR ANY
OTHER LEGAL OR EQUITABLE THEORY. SCS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH FURNISHING PRODUCTS AND/OR SERVICES TO CUSTOMER SHALL BE LIMITED TO THE TOTAL
AMOUNT PAID BY CUSTOMER TO SCS FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. NO
ACTION,REGARDLESS OF FORM,ARISING OUT OF THESE TERMS OR THE SALE OF THE PRODUCTS TO CUSTOMER
HEREUNDER MAY BE BROUGHT AGAINST SCS MORE THAN ONE YEAR AFTER THE DATE OF ACCRUAL OF THE
CAUSE OF ACTION.
10. MISCELLANEOUS.
10.1 FORCE MAJEURE. SCS shall have no obligation or liability whatsoever arising out of or in connection with any delay or
failure to perform any of its covenants or obligations under these terms,or any loss
or damage incurred by Customer as a result thereof,if such delay or failure is caused,in whole or in part,either directly or indirectly,by act
of God,fire,war,riot,civil insurrection,accident,embargo,governmental priority,shortage or failure of supply of materials,strikes or
other labor trouble,changes in production schedules,discontinuance of any service,decree or order of any court or government,or any
other occurrence,act,cause or thing beyond the control of SCS.
10.2 OFFSETS. SCS may offset any sums due from Customer to SCS against any sums SCS owes Customer. Customer shall have
no right to any credits,deductions or offsets without prior written approval from SCS.
10.3 BINDING EFFECT. All rights,remedies and liabilities herein given to or imposed upon the parties shall extend to,inure to
the benefit of and bind,as the circumstances may require,the parties and their respective heirs,personal representatives,successors and,
insofar as these terms is assignable by the terms hereof,assigns.
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10.4 ATTORNEYS' FEES. In the event Customer fails to pay any sums owing to SCS under these tams, Customer shall
reimburse SCS for all collection costs and expenses,including without limitation reasonable attorneys'fees,incurred by SCS in collecting
such sums. In addition,if litigation is commenced by either party to enforce any provision of these terms,or by reason of any breach of
these terns,the prevailing party shall be entitled to mover reasonable costs and anomeys'fees,both at trial and on appeal.
10.5 APPLICABLE LAW, This agreement shall be interpreted and construed in accordance with the laws of the State of Oregon,
without giving effect to its principles of conflicts of law.
10.6 ENTIRE AGREEMENT. These Standard Terms and Conditions constitute the entire agreement between the parties with
respect to this subject matter,and supersede all prior and contemporaneous discussions,communications and agreements with respect
thereto. There shall be no form or effect to any different or additional terms of any related purchase order,confirmation or similar form
even if signed by the parties after the date hereof.