Structured Communications ~ C170030 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(7)7IS FORMMU"STACCOMPANYEVLR:CO�VTRAC'") �,V
Contract Title: Virtual Desktop (VDI) Proof of Concept(POC)_ Number:
Contractor: Structured Communications Contract Total: $15,600.00
Contract Overview: This is a contract to setup a preproduction POC environment for a Cts VDI
solution.This POC could be easily moved into a production environment if the city
decides to proceed forward with j Citrix solution for VDI
Structured Combinations is the preferred vendor for the IT department and has
intimate knowledge of the IT architecture and environment
Initial Risk Level: ❑Extreme ❑High ❑Moderate X Low
Risk Reduction Steps: Structured will work hand in hand with a Network Administrator for the course of
Of the project
Risk Comments:
Risk Signature:
Contract Manager:Mike Nolop Ext: 2757 Department: FIS
Type: ❑ Purchase Agreement ❑ Personal Service X General Service ❑ Public Im ro t
❑ IGA ❑ Other. Start Date << End Date:
Quotes/Bids/Proposal: FIRM w0 w/SwRE
Structured Communications $15,600.00
Account String: Fund-Division-Account Work Order—AcajdU T= Amount
FY 16_17 600-2300-56004 S $15,600.00
FY
FY
FY
FY
Auymvals- LCRB Date:
Department Comments: None
Department Signature:
Purchasing Comments:
Purchasing Signature
City Manager Comm
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Of flee along with a
completed Contract Checklist.
Contract#rte ��JC
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
VDI PROOF OF CONCEPT
THIS AGREEMENT,made and entered into this 5`'day of October, 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 for the City's VDI Proof of Concept project;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 December 1, 2016 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 based on
consultants proposal 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 Basic Fee shall not exceed
the amount of Fifteen Thousand Six Hundred and No/100 Dollars ($15,600.00) without
prior written authorization.
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.
5) 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 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.
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4. Oumershsp of Plans and Documents: Records
A. The field notes,design notes,and original drawings of the construction plans,as instruments of
service,are and shall remain,the property of the Consultant;however,the City shall be furnished,
at no additional cost,one set of previously approved reproducible drawings,on 3 mil minimum
thickness mylar as well as diskette in"DWG'or"DXF" format,of the original drawings of the
work. 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 fully responsible for the acts or omissions of any subcontractors and of all persons employed
by them,and neither the approval by City of any subcontractor nor anything contained herein shall be
deemed to create any contractual relation between the subcontractor and City.
6. 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 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
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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 31 st expiration date. New businesses operating in Tigard after June 30th of the
current year will pay a pro-rated fee though the end of the calendar year.
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.
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
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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 Properly 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. 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 1 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 all employers providing work, labor or materials
under this Contract are subject employers under the Oregon Workers'Compensation Law and shall
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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 Reporting 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"A-VII" or better,or equivalent. The City reserves the right to reject all or any insurance
carrier(s)with an unacceptable financial rating.
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.
I. 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
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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 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
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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 amount the amount of damages,if
any,sustained by City due to breach of contract by Consultant. Damages for breach of contract
shall be those allowed by Oregon law,reasonable and necessary attorney fees,and other costs of
litigation at trial and upon appeal.
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 Marna Pwments
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:
TTY OFTIG.ARD STRUCTURED COMMUNICATION SysTEMs
Attn: Mike Nolop, Attn: Rob Werlinger
Address: 13125 SW Hall Boulevard Address: 12901 SE 97`h Avenue,Suite 400
Tigard,Oregon 97223 Clackamas,Oregon 97015
Phone: (503) 718-2757 Phone. (503) 513-4573
Email: miken(@tigard-or.gov Email: rwerlinr 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.
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13. Mier
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.
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
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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.
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;
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2) Any tax provisions imposed by a political subdivision of this state that applied to Consultant,
to Consultant's property,operations,receipts,or income,or to Consultant's performance of
or compensation for any work performed by Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant,
or to goods, services, or property,whether tangible or intangible, provided by Consultant;
and
4) Any rules,regulations, charter provisions,or ordinances that implemented or enforced any
of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions
of use, transfer, modification, or assignment, and shall be free and clear of any and all liens,
claims,mortgages,security interests,liabilities,charges,and encumbrances of any kind.
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
111 Page
No waiver,consent,modification,or change of terms of this Agreement shall bind either party unless
in writing and signed by both parties. Such waiver,consent,modification,or change if made, shall be
effective only in specific instances and for the specific purpose given. There are no understandings,
agreements, or representations, oral or written, not specified herein regarding this Agreement.
Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read
this Agreement,understands it and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
CrrYoFTiGARDj4 STRucrVOED COMMUNICATION SYSTEMS,INC.
�h �A k�
l d''
By:Authorized City of figard Representative By:Authorize Contractor Representative
October 14,2016
Date Date
12 Page
EXHIBIT A
SCOPE OF SERVICES
Based upon discussions held between City of Tigard and Consultant,City of Tigard wishes to engage
Consultant to create a Citrix XenDesktop v7.11 Pre-Production environment. This Pre-Production
environment will be created to validate and verify the functionality of Citrix XenDesktop and Citrix
XenApp for the City of Tigard's VDI Project.This Citrix Pre-Production environment is designed and
built for a limited subset of users from the City's Production environment.
The goal of this Citrix Pre-Production environment is that the City will be able to observe the basics of
how applications and desktops function inside a Citrix XenDesktop and XenApp environment.
Infrastructure Build
This build is the base components required for Citrix XenDesktop to function. Each component is built
to provide enough functionality for the users engaged in the Citrix Pre-Production environment.
Recommendations about implementing this build phase into production will be provided during the
engagement.
Based upon discussions held between City of Tigard and Consultant,it was decided not to implement any
high availability(HA) into the Citrix Pre-Production environment. This functionality can be added at a
later date.
1. 1 XenDesktop Desktop Delivery Controller
A. Built on Windows 2012 R2 Server
B. Citrix Director(Citrix-based monitoring tool)
C. Citrix License Server v1 Lx
2. 1 Citrix StoreFront Server
A. Built on Windows 2012 R2 Server
3. XeaUp Application Server
A. Built on Windows 2012 R2 Server
B. Microsoft Office (Word,Excel,PowerPoint)installed
C. Citrix User Profile Management
D. The purpose for this server is to provide visibility into the differences of XenApp and
XenDesktop
User-Based Image Build
After discussion with the City of Tigard,the following groups have been identified:
• Library Kiosk Users
• General Office Users
• Advanced Graphical Users
Each Desktop Image Group has a different application requirement set and will be captured separately
using Citrix Machine Creation Services.
1. Library Kiosk Users
A. Basic Windows desktop with access to one application
131 Page
2. General Office Users
A. Microsoft Office
B. Adobe PDF Reader
C. ShoreTel Connect
D. Accela Sptingbrook
3. Advanced Graphical Users
A. ArcGIS
B. Google Earth
Netscaler Gatewav
Citrix Netscaler Gateway: Citrix's external access solution for remote access for desktops and applications.
Consultant Deliverables
Consultant shall provide the Deliverables listed below to City during and upon completion of the project.
City's acceptance of all listed Deliverables will complete Consultant's responsibility for this project.
1. A Citrix XenDesktop and XenApp Pre-Production environment as detailed in Section 2
2. 90 day temporary Citrix XenDesktop licenses
3. 90 day temporary Citrix NetScaler license
4. Documentation of the Citrix Pre-Production environment
City Deliverables
City shall provide the following to Consultant in order to ensure a successful implementation. Delay in
providing these requirements may impact Consultant's ability to complete this project in a timely manner.
1. SQL Server configured with SQL Always On or SQL Mirroring
2. Administrative Access,either directly or utilizing a resource with domain admin level rights,including
the ability to create Active Directory objects and Group Policies
3. City resources shall be available throughout the engagement for knowledge transfer,status meetings,
upcoming questions,requests,and to cover topics noted in Section 2
4. Virtual machines for Citrix Servers using City base server image
A. Windows 2012 Server R2
B. Windows 7
C. Windows 10
5. Required client software and City application resources to install applications other than Citrix during
the application remediation process
6. Internal SSL certificate for Citrix StoreFront
7. Server hardware and software required for the Citrix Pre-Production environment
8. Access to systems for the purposes of discovery and analysis,onsite and remote as needed
9. Appropriate access to run native or 3rd party performance and configuration review tools for the
purposes of discovery and analysis
10. Publicly-trusted wildcard certificate for NetScaler Gateway
141Page
EXHIBIT B
CONSULTANT'S PROPOSAL
15 1 Page
CORPORATE HEADQUARTERS
12901 SE 97'"Avenue, Suite 400
Clackamas, OR 97015
Stru ct u red Fax(503Tel:((503 51346)51360 00
bridging people,business&technology"
6/15/2016
Mike Nolop
IT Manager
City of Tigard
13125 SW Hall Blvd
Tigard,OR 97223
Reference: City of Tigard-Citrix VDI project
SOW Name: SOW—Short Time Materials v6
Project ID:201502-38956
Dear Mike:
Structured Communication Systems, Inc. is pleased to present this Statement of Work for your review, approval and signature.
Our Engineer, Jonathon Wiggins, has prepared this Statement of Work to create a Citrix XenDesktop v7.11 Citrix XenDesktop
Pre-Production environment.
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
Structured Communication Systems, Inc.
Office(503)5134573
Order Fax(888) 729-0997
We appreciate the opportunity to submit this proposal and look forward to working with you. Please call me if you have any
questions.
Sincerely,
Rob Werlinger
Territory Account Executive
vivirr.structured.corn 1.800.881.0962
CORPORATE HEADQUARTERS
12901 SE 97th Avenue, Suite 400
Clackamas,OR 97015
structured Tel:(503)513-9979
Fax:(503)513600
bridging people,business&technology'"
Structured Communication Systems, Inc.
Statement of Work
For
City of Tigard - Citrix VDI Project
Project ID: 201502-38956
Revision 2.3
6/15/2016
Provided by: Structured's Storage/Systems Practice
,A.,v j.structured.com 1.800.881.0962
City of Tigard - Citrix VDI project
structured
bridging maple,business&technology"
Contents
1 CONFIDENTIALITY AGREEMENT.........................................................................................................................................4
2 DESCRIPTION OF SCOPE AND PROFESSIONAL SERVICES.....................................................................................................4
2.1 INFRASTRUCTURE BUILD........................................................................................................................................................4
2.2 USER-BASED IMAGE BUILD....................................................................................................................................................5
2.3 NETSCALER GATEWAY..........................................................................................................................................................5
3 STRUCTURED DELIVERABLES. .6
4 CITY OF TIGARD DELIVERABLES..........................................................................................................................................6
5 GENERAL PROJECT ASSUMPTIONS.....................................................................................................................................7
6 CHANGE CONTROL AND CANCELLATIONS..........................................................................................................................8
6.1 CHANGE CONTROL...............................................................................................................................................................8
6.2 CANCELLATION....................................................................................................................................................................8
7 PROFESSIONAL SERVICE SCHEDULING AND FEES...............................................................................................................8
7.1 INITIATION OF WORK AND SCHEDULING...................................................................................................................................8
7.2 STAFF AND CREDENTIALS.......................................................................................................................................................8
7.3 ESTIMATED CONSULTING CHARGES.........................................................................................................................................9
7.4 TRAVEL&ExPENSES............................................................................................................................................................9
7.5 INVOICE INSTRUCTIONS.......................................................................................................................................................10
8 STANDARD TERMS AND CONDITIONS..............................................................................................................................11
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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 Order Fax: (888)729-0997
Tigard,OR 97223 E-mail: rwedinger@structured.com
Tel:(503)718-2757
E-mail:miken@tigard-or.gov
1 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 Description of Scope and Processional Services
Based upon discussions held between City of Tigard and Structured Communication Systems, Inc.
("Structured"), City of Tigard wishes to engage Structured to create a Citrix XenDesktop v7.11 Pre-Production
environment. This Pre-Production environment will be created to validate and verify the functionality of Citrix
XenDesktop and Citrix XenApp for the City of Tigard's VDI Project. This Citrix Pre-Production environment is
designed and built for a limited subset of users from the City of Tigard's Production environment.
The goal of this Citrix Pre-Production environment is that the City of Tigard will be able to observe the basics of
how applications and desktops function inside a Citrix XenDesktop and XenApp environment.
2.1 Infrastructure Build
This build is the base components required for Citrix XenDesktop to function. Each component is built to
provide enough functionality for the users engaged in the Citrix Pre-Production environment.
Recommendations about implementing this build phase into production will be provided during the engagement.
SCJ_ Ti%'8 ''1712216 Pup 4 of 13
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structured City of Tigard - Citrix VDI project
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Based upon discussions held between City of Tigard and Structured, it was decided not to implement any high-
availability(HA)into the Citrix Pre-Production environment.This functionality can be added at a later date.
■ 1 XenDesktop Desktop Delivery Controller
• Built on Windows 2012 R2 Server
• Citra Director (Citrix-based monitoring tool)
• Citrix License Server v1 1.x
■ 1 Citrix StoreFront Server
Built on Windows 2012 R2 Server
■ 1 XenApp Application Server
• Built on Windows 2012 R2 Server
• Microsoft Office(Word,Excel,PowerPoint)installed
• Citric User Profile Management
• The purpose for this server is to provide visibility into the differences of XenApp and
XenDesktop
2.2 User43ased Imacie Build
After discussion with the City of Tigard,the following groups have been identified:
• Library Kiosk Users
• General Office Users
• Advanced Graphical Users
Each Desktop Image Group has a different application requirement set and will be captured separately using
Citrix Machine Creation Services.
• Library Kiosk Users
o Basic Windows desktop with access to one application
• General Office Users
o Microsoft Office
o Adobe PDF Reader
o ShoreTel Connect
o Accela Springbrook
• Advanced Graphical Users
o ArcGIS
o Google Earth
2.3 Netscaler Gateway
1. Citrix Netscaler Gateway: Citroc's external access solution for remote access for desktops and applications.
Any services,tasks,or other responsibilities not specifically identified within this document are out of scope.
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3 Structured Deliverables
Structured will provide the Deliverables listed below to City of Tigard during and upon completion of the project.
City of Tigard's acceptance of all listed Deliverables will complete Structured's responsibility for this project. To
indicate acceptance,City of Tigard will sign the Deliverable Acceptance Form.
1. A Citrix XenDesktop and XenApp Pre-Production environment as detailed in Section 2
2. 90 day temporary Citrix XenDesktop licenses
3. 90 day temporary Citrix NetScaler license
4. Documentation of the Citrix Pre-Production environment
4 City of Tigard Deliverables
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. SQL Server configured with SQL Always On or SQL Mirroring
2. Administrative Access,either directly or utilizing a resource with domain admin level rights, including the
ability to create Active Directory objects and Group Policies
3. City of Tigard resources will be available throughout the engagement for knowledge transfer,status
meetings,upcoming questions, requests,and to cover topics noted in Section 2
4. Virtual machines for Citrix Servers using City of Tigard base server image
a. Windows 2012 Server R2
b. Windows 7
c. Windows 10
5. Required client software and City of Tigard application resources to install applications other than Citrix
during the application remediation process
6. Intemal SSL certificate for Citrix StoreFront
7. Server hardware and software required for the Citrix Pre-Production environment
8. Access to systems for the purposes of discovery and analysis,onsite and remote as needed
9. Appropriate access to run native or 3°'party performance and configuration review tools for the purposes of
discovery and analysis
10. Publicly-trusted wildcard certificate for NetScaler Gateway
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5 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
Structured Project Manager.
• 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 end user training is available from
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-to-day point of contact and
management decision-maker for this project.
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6 change control and cancellations
6.1 Change 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. If both parties agree to the Change Order,the
Project Manager will incorporate the change into the project plan and manage the change accordingly.
6.2 Cancellation
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.
7 Professional Service Scheduling and Fees
7.1 Initiation of Work and Scheduling
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.
7.2 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 today's 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,multi-protocol computing environment.
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7.3 Estimated Consuldna Charges
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
Citrix XenDesktop Infrastructure v7.11 Pre-Production 40 hours $8,000.00
environment
Citrix XenApp Application Server 8 hours $1,600.00
Base Image for Library Kiosk Users 2 hours $400.00
Base Image for General Office Users 2 hours $400.00
Base Image for Advanced Graphical with GPUs 2 hours $400.00
Citrix Netscaler Gateway 16 hours $3,200.00
Citrix Documentation 8 hours $1,600.00
Total Estimated Project Cost 78 hours $15,600.00
7A Travel&Expenses
The consulting costs are exclusive of any required Travel and Expense charges. City of Tigard will be billed for
the actual and reasonable expenses incurred for agreed upon events. If City of Tigard wants Structured to
follow certain travel expense guidelines,these guidelines must be provided prior to the time travel arrangements
are made. Structured will review these proposed guidelines and make reasonable effort to adhere to them as
long as they are not in conflict with Structured's travel policies.
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■
M 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.
City of Tigard instructs Structured to submit the invoice and accompanying documentation to:
Name Copy to:
Address
Phone
Fax
Purchase
Order#
• 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 8: Standard Terms and Conditions, will govern 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.
Signature of Authorized Signatory Signature Authorized Signatory
Casey Richmond
Printed Name of Signatory Printed Name of Signatory
General Counsel
Title Title
October 14,2016
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Date Date
8 Standard Terms and Conditions
1. PAI MENT 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 terns 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 terms are FOB origin. If payment is not made within terns,the outstanding balance will be
assessed interest at the rate of one and one-half percent(1.5%),or the maximum rate allowable by law,whichever is less. Failure to make
payment obligation constitutes Default,as outlined in Section 6,herein. Customers shall famish financial information as SCS may from
time to time request to determine Customer's credit worthiness. All sales are subject to credit approval.
2. RETURNS. SCS'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 a 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(i.e.,all
original boxes, manuals. etc.). Equipment returned not packaged as such, or not authorized WILL NOT'be accepted by SCS, and
Customer will be obligated to pay the entire invoice due.
3. CONFIDENTIALITY. In the course of furnishing products or services hereunder,SCS may have access to confidential and
proprietary information and materials of Customer or its clients(`'Confidential Information'). Confidential Information 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 any other information which provides Customer or its clients with a competitive advantage.Confidential Information
shall be used by SCS only in conjunction with fi'mishing 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 recruit,solicit or engage the services or employment of any of
the other party'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 of any 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 temps;(b)if Customer becomes insolvent,
becomes the subject of a xoluntary or involuntary petition in bankruptcy or any other form of judicial reorganization or supervision,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 terms,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 ofthese terms.
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,UCCs, 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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8. LIMITED WARRANTIES.
8.1 PRODUCT AARRANTI. 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
FORPRODtTCT WARRANTIES.
&2 SERVICE WARRANTY. SCS WARRANTS THAT- (1) 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(11)SCS
HAS ALL LICENSES NECESSARY TO PERFORM THE SERVICES AND WILL PERFORM THE SERVICES IN STRICT
COMPLIANCE MTTH APPLICABLE LAW.
8.3 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 WRITTEN 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 WHETHER 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 pari either directly or indirectly,by act
of God,fine,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.
103 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 requne,the parties and their respective heirs,personal representatives,successors and,
insofar as these terms is assignable by the temps hereof;assigns.
SCC "TYS W712316 Page 12 cf 13
S'r^t;_-ed Cc-.mi^Ica:_'on S terns,Inc. Created b :Jona"hc�i Wgg-is I os.;.=€;1e e:
structured City of Tigard - Citrix VDI project
bridging people,business&technology'
10A ATTORNEYS' FEES. In the event Customer fails to pay any sums owing to SCS under these terns, 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 terms,the prevailing party shall be entitled to recover reasonable costs and attorneys'fees,both at trial and on appeal.
10.5 APPLIC_%BLE I.AW. 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 force or effect to any different or additional terns of any related purchase order,confirmation or similar form
even if signed by the parties after the date hereof.
SCJ- "N:8 3/;7/2016 Page 13 of 13
S'lict•..;.r d Corr ;I nic3-'on Systems,Inc. Created t;y:Jona'hcn lVigg^s Ini'ial"ere: