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Right! Systems Ins ~ C180013 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM ��//1�I (THIS FORM MUSTACCOMPANYEVERYCONTRACT) `<l)W 1 Contract Title: IT Professional Services Number: Contractor: RSI—Right! Systems Inc Contract Total: $82,000 Contract Overview: Professional Services for remote and onsite IT engineering and support services Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate El Low Risk Reduction Steps: City of Tigard IT staff will work alongside RSI engineers and staff while they perform work on the City of Tigard network servers and storage systems Risk Comments: Risk Signature: Contract Manager: Mike Nolop Ext: x2757 Department: FIS x Type: ❑ Purchase Agreeme Personal Service ❑ General Service ❑ Public Improvement ❑ IGA N Other: Start Date: 9/10/17_ End Date: 6/30/18 Quotes/Bids/Proposal: FIRM AMO NT/Sr RE RSI (Right!Systems) $180-190/hour Structured $200 / hour Polar —Did not respond N/A Ivoxy—Did not respond N/A Account String: Fund-Division-Account Work Order— ctivity Twe Amount FY 2018 600-2300-54001 Service $64,000 FY 2018 100-4200-54001 Service $18,000 FY FY FY Approvals - LCRB Date: Department Comments: Department Signature: Purchasing Comments: Purchasing Signature: City Manager Comments: City Manager Signatur� After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. Contract# 3 CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT BLOCK OF HOURS—IT SERVICES THIS AGREEMENT, made and entered into this 30t' day of August, 2017, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Right! Systems, Inc, hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's Fiscal Year 2017-2018 budget provides for informational 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 informational technology 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 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, 2018 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 A 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 to the Consultant under this Agreement shall not exceed the amount of Eighty Two Thousand and No/100 Dollars ($82,000.00) 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. 4. Ownership 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 "DYF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Consultant 2113age 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 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. 31Page 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. 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. 4 1 Page 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 2010 1185 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 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 all employers providing work,labor or materials under this Contract are subject employers under the Oregon Workers'Compensation Law and shall comply with ORS 656.017, which requires them to provide 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 51Page 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 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 6 1 Page 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 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 71Page 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 Malting 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 RIGHT!SYSTEMS,INC Attn: Mike Nolop Attn: Scott Chung Address: 13125 SW Hall Boulevard Address: 9830 NE Cascades Parkway,Suite 200 Tigard, Oregon 97223 Portland, Oregon 97220 Phone: (503) 718-2757 Phone: (503) 956-4826 Email: miken@dgard-or.g_ov Email: scott.chung@�rightsys.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. 8 1 rage 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 5 (five) 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 not 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. 9 1 Page 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. Complete Agreement This Agreement,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits,the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A shall control. No waiver, consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read this Agreement,understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF,City has caused this Agreement to be executed by its duly authorized undersigned officer and Consultant has executed this Agreement on the date hereinabove first written. CITY OF TIGARD RIGHT!SYSTEMS INC By: Authorized City of Tigard Representative By: orized Contractor Representative �14 9 ?yo 17 9/11/2017 Date Date 10 1 lag, EXHIBIT A SCOPE OF SERVICES Consultant shall provide professional remote and onsite information technology engineering and support services on an as needed basis for the City. Consultant shall provide the following under this Agreement: • Project Services. Consultant shall maintain an experienced staff of engineers with knowledge spanning multiple technologies and disciplines. • Support Services. Consultant shall provide Time & Material break/fix support, on a scheduled and emergency basis. • Staff Augmentation. Consultant shall provide resources with skill sets to fit multiple needs and vacancies. • Managed Services. Consultant shall offer a comprehensive Citrix Managed Services for monitoring, administration,reporting and support of your City XenApp and XenDesktop environment. Service Priority The City shall receive the Consultant's Preferred Service Level for emergency break/fix support service work during regular business hours (8:00 am to 5:00 pm,Monday—Friday). W PS owd 15 minutes c 4 Pt Nth 15 minutes IL �i PS M.ewm 1S minutes P4 Loan 15 minutes Response'nme G P1 critical 1 hour c in P2 fth 2 hours Q N P3 Medium 3 hours w tow4 hours Schedule of Rates standard Rate Rotalner Rats $200 per hour5190 per hour $180 per hour Technical Architect Technk:21 Architect An engineering rcroura with more than 10 years of ownuaint experience. $1800 d 51600 per day Best'a'�Y�ustry tertiRadans as weg as Peer mid maufachaer per ay recagnition as a Red expert in rift-'Ple tec!swdgiesor disciOnes. Senior Engineer S $1440 per day EngineerAn engineering resource with 5-!0 years of experience in the industry rt{ .ale $1600 per day $1440 per day wMhKhlee c&OKkions(WE,MCSE<VCAP.etc.) Engineer Engineer An engineering resource with 9.7 yarn of experience in the industry,abrg $1440 per day $1440 per day wide manufacturer rmaiutiars and rocs an ko m i ntalkn and rr.'granon. Techrricran An engineering resource with 1.5 years of experience in m lfi*tecMologies, $1200 per day $1000 per day and matcheg cendfkafans when appropriate. $1200 per day 111 Pal e EXHIBIT B CONSULTANT'S RETAINER AGREEMENT PROPOSAL 121 Page RIGHT! SYSTEMS INC City ofTigard Reta i nerAgreement for RSI Services August 28th, 2017 Agreement Overview City ofTigard has asked Right!Systems,Inc.(RSI)fora Retainer Agreement for Professional Services. RSI will provide City of Tigard with project and support services via a combination of onsite and remote su pport. This agreement is for a period of one year commencing on August 28, 2017. Agreement Deliverables This City of Tigard Retainer agreement applies to the following professional services offered by RSI: • Project Services. RSI maintains an experienced staff of engineers with knowledge spanning multiple technologies and disciplines.Any statements of work generated by RSI for project services can be paid for with the active funds on this retainer agreement. • Support Services. RSI offers Time & Material break/fix support, on a scheduled and emergency basis. • Staff Augmentation. For customers looking to fill a longer term staffing need, RSI provides resources with skill sets to fit multiple needs and vacancies. Staff augmentation terms begin at one month. • Managed Services. RSI offers a comprehensive Citrix Managed Services for monitoring, administration, reporting and support of your Citrix XenApp and XenDesktop environment. Unused Retainer Agreement funds can be used towards annual, managed service agreements. Please ask your RSI account manager for more details on any of the above service offerings. Page 2 RIGHT! SYSTEMS,INC.I RETAINER AGREEMENT Service Priority For emergency break/fix support service work, City of Tigard will receive RSI's Preferred Service Level Agreement(SLA)during regular business hours—8:00am to 5:00pm, Monday to Friday. Response Time o Pi critical 15 minutes oc I: P2 High 15 minutes W L6 W yn cc P3 Medium 1S minutes a PA Low 1S minutes Response time G P1 Critical 1 hour oc P2 High 2 hours d v� H P3 Medium 3 hours CC K tow 4 hours In addition, RSI customers under active retainer agreements receive higher priority for scheduling Project Services when compared with customers not under an active agreement. Page RIGHT!SYSTEMS,INC.I RETAINER AGREEMENT Professional Services Offerings & Rates Since 1993, Right! Systems Inc.has provided business-driven, multi-vendor IT solutions to clients worldwide. Drawing on deep industry expertise and a portfolio of interrelated consulting, application, and infrastructure services,our solutions can help you gain control of your enterprise- wide technology, increase productivity and end-user satisfaction, refocus talent and energies on your core business, and decrease total cost of ownership. With over 30 full-time, certified engineers, RSI can lead or assist on any of the below technology verticals: Application Delivery • Desktop Delivery - End User Computing . User Experience Management • Remote User Access ! t • Mobility i I RSI offers i technologies, i Operating Systemsproducts,and Y services across this Directory Services(AD) O entire spectrum Systems Email + Automation&Monitoring 1 • Systems&IT Management I Z Route i • Switch • Firewall Compute • Wireless • Storage • voice Datacenter Virtuali:ation • Backup&Disaster Recovery • Infrastructure as a Service Defined rates are excluding travel costs,and rates are subject to change at the conclusion of this Agreement. Rate discounts are not retroactive to previously scheduled or scoped work. Standard Rate Retainer Rat* area k FIX rrr $200 per hour $14o per hour $180per hour r.r rrr Technical Architect 75enior l Architect An engineering resource with mare than 10 years of co'su q'ng experience. Best in-class industry certifications as wen as peer and manufad— $1800 per day per day recognition as a fold expert In mW pie lechmlogies ordiscipGnes Senior EngineerEngineer An engf„'ring resource with 5.10 years of experieu, in the industry Wong $1440 per day with high level certifications(CUE MCSE,VCAP,etc.) $1600 per day $1440 per day Engineer Engineer An engineerng resource with 3.7 years of exprience in the Industry,aiong $1440 per day $1440 per day with rranufadurer certifications and focus on implementation and migratgn. Technician An engineering resource with 1-5 years of experience in mutipie technologies, 1 $1200 per day $1000 per day and Hatching certifications when apmpr+ate. $120D per day Page RIGHT!SYSTEMS,INC, I RETAINER AGREEMENT Agreement PricingOptions Retainer Agreements are available in any amount. RSI will require a Purchase Order and payment for the full amount of the Retainer value listed below prior to scheduling and performance of services. Upon receipt of this signed agreement, RSI will issue an invoice for the full amount selected. Any unused portions of the balance of this contract expire at the completion of the one-year period defined above. Agreement $ 26,000.00 Terms and Conditions Confidential Information Invoicing and Payment Each party agrees that during the course of this Agreement, Retainer agreements for RSI services are due and payable prior information that is confidential or proprietary may be disclosed to the scheduling of technical resources for services delivery. to the other Party,including,but not limited to,software, technical processes and formulas,source codes,email,voicemail, Taxes.City of Tigard shall pay or reimburse RSI for all sales,use, wireless communications,firewalls,passwords and other unique transfer,privilege,excise,and all other taxes and all duties, identifiers("Confidential Information').Confidential Information whether international,national,state or local,however shall not include information that the receiving Party can designated,which are levied or imposed by reason of the demonstrate(a)is,as of the time of its disclosure,or thereafter performance by RSI under this Agreement;excluding,however, becomes part of the public domain through a source other than income taxes on profits which may be levied against RSI. the receiving Party,(b)was known to the receiving Party as of the time of its disclosure,(c)is independently developed by the receiving Party,or(d)is subsequently learned from a third party Purpose/Meaning ofSignatures not under a confidentiality obligation to the providing Party. City of Tigard signature on this document and subsequent Except as provided for in this Agreement,each Party shall not statements of work indicates that City of Tigard agrees that the make any disclosure of the Confidential Information to anyone content,terms,conditions,and deliverables contained herein other than its employees who have a need to know in and in subsequent statements of work accurately reflect the connection with this Agreement. Each Party shall notifyits services required by City of Tigard.City of Tigard decision to employees of their confidentiality obligations with respect to the purchase the services described will be based on this document Confidential Information and shall require its employees to and subsequent statements of work in their entirety. comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or RSI signature on this document and subsequent statements of termination of this Agreement. work indicate that BSI's obligation to undertake the services as defined in this document and subsequent statements of work,in Neither party shall disclose,advertise,or publish the terms and the time frames described herein effective as of the date of City conditions of this Agreement without the prior written consent of Tigard decision to purchase and providing that City of Tigard of the other party.Any press release or publication regarding provides appropriate purchase/payment commitments. this Agreement is subject to prior review and written approval of theparties. License and Proprietary Rights Proprietary Rights of City of Tigard No Hire As between City of Tigard and RSI,City of Tigard information During the course of this Agreement and for a period of twelve shall remain the sole and exclusive property of City of Tigard months following the conclusion of this Agreement,City of including,without limitation,all copyrights,trademarks,patents, Tigard shall not directly or indirectly hire,solicit,or encourage trade secrets,and any other proprietary rights. City of Tigard RSI employees or contractors to leave the employment of RSI in hereby grants to RSI a non-exclusive,worldwide,royalty-free an effort to gain employment with City of Tigard license for the duration of this Agreement to edit,modify,adapt, translate,exhibit,publish,transmit,participate in thetransferof, Page 5 RIGHT!SYSTEMS,INC.i RETAINER AGREEMENT reproduce,create derivative works from,distribute,perform, display,and otherwise use City of Tigard information as Notice:In claiming any indemnification hereunder,the necessary to render the Services to City of Tigard under this indemnified Party shall promptly provide the indemnifying party Agreement. with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The Proprietary Rights of RSI. indemnified party may,at its own expense,assist in the defense All materials,including but not limited to any computer software if it so chooses,provided that the indemnifying Party shall (in object code and source code form),data or information control such defense and all negotiations relative to the developed or provided by RSI or its suppliers under this settlement of any such claim and further provided that any Agreement,and any know-how,methodologies,equipment,or settlement intended to bind the indemnified Party shall not be processes used by RSI to provide the Services to City of Tigard final without the indemnified Party's written consent,which shall including,without limitation,all copyrights,trademarks,patents, not be unreasonably withheld. trade secrets,and any other proprietary rights inherent therein and appurtenant thereto(collectively"RSI Materials")shall Limitation of Liability remain the sole and exclusive property of RSI or its suppliers. RSI shall have no liability for unauthorized access to,or To the extent,if any,that ownership of the RSI Materials does not automatically vest in RSI by virtue of this Agreement or alteration,theft or destruction of,City of Tigard data files, otherwise,City of Tigard hereby transfers and assigns to RSI all programs or information through accident,fraudulent means or rights,title and interest which City of Tigard may have in and to devices. RSI shall have no liability with respect to RSI's the RSI Materials. City of Tigard acknowledges and agrees that obligations under this agreementor otherwise for consequential, RSI is in the business of providing network protection services, exemplary,special,incidental,or punitive damages even if RSI and that RSI shall have the right to provide to third parties has been advised of the possibility of such damages. In any services which are the same or similar to the Services,and to event,the liability of RSI to City of Tigard for any reason and use or otherwise exploit any RSI Materials in providing such upon any cause of action shall be limited to the amount actually services. paid to RSI by City of Tigard under this agreement and subsequent statements of work during the four(4)months immediately preceding the date on which such claim accrued. Warranties This limitation applies to all causes of action in the aggregate, RSI Warranties.RSI represents and warrants that; including,without limitation,to breach of contract,breach of (a) RSI has the power and authority to enter into and perform its warranty,negligence,strict liability,misrepresentations,and obligations under this Agreement,and other torts. (b) RSI's Services under this Agreement shall be performed in a workmanlike manner in accordance with Industry Standards Termination and Renewal applicable to the work defined in this Agreement. Term.This Agreement shall be effective when signed by the City of Tiaard Warranties.City of Tigard represents and Parties and thereafter shall remain in effect for one(1)year, warrants that it has the power and authority to enter into and unless earlier terminated as otherwise provided in this perform its obligations under this Agreement. Agreement(the"InitialTerm'J. Termination.Either party may terminate this Agreement if a Disclaimer of Warranty.Except for the limited warranty set forth bankruptcy proceeding is instituted against the other Party previously,RSI makes no warranties hereunder,and RSI which is acquiesced in and not dismissed within sixty(60)days, expressly disclaims all other warranties,express or implied, or results in an adjudication of bankruptcy,or the other Party including,without limitation,warranties of merchantability and materially breaches any of its representations,warranties or fitness for a particular purpose. obligations under this Agreement,and such breach is not cured within ten(10)days of receipt of notice specifying the breach. RSI may terminate this Agreement at any time and for any Indemnification reason by providing written notice of termination to City of City of Tigard City of Tigard agrees to indemnify,defend,and Tigard and refunding a pro rata portion of fees paid to City of hold harmless RSI,its directors,officers,employees and agents, Tigard for Services not yet rendered on the date of termination. and defend any action brought against same with respect to any claim,demand,cause of action,debtor liability,including Termination and Payment Upon any termination or expiration reasonable attorneys,fees,to the extent that such action is of this Agreement,City of Tigard shall pay all unpaid and based upon a claim that: (i)if true,would constitute a breach of outstanding fees through the effective date of termination or any of City of Tigard representations,warranties,or agreements expiration of this Agreement. hereunder;(ii)arises out of the negligence or willful misconduct of City of Tigard or(iii)any of the City of Tigard information to Miscellaneous be provided by City of Tigard hereunder or other City of Tigard Entire Agreement.This document constitutes the entire material relevantto RSI's Services infringes or violates any rights agreement between City of Tigard and RSI with respect to the of third parties,including without limitation,rights of publicity, subject matter hereof and there are no representations, rights of privacy,patents,copyrights,trademarks,trade secrets, understandings or agreements which are not fully expressed in and/orlicenses. thisAgreement. RSI.RSI agrees to indemnify,defend,and hold harmless City of Cooperation.The Parties acknowledge and agree that successful Tigard its directors,officers,employees and agents,and defend completion of the Services shall require the full and mutual good any action brought against same with respect to any claim, faith cooperation of each of the Parties. demand,cause of action,debt or liability,including reasonable attorneys,fees,to the extent that such action arises out of the gross negligence or willful misconduct of RSI. Page 6 RIGHT! SYSTEMS,INC.I RETAINER AGREEMENT Independent Contractors.RSI and its personnel,in performance Agreement to any person or entity,in whole or in part,whether of this Agreement,are acting as independent contractors and by assignment,merger,transfer of assets,sale of stock, not employees or agents of City of Tigard operation of law or otherwise,and any attempt to do so shall be deemed a material breach of this Agreement. Amendments. No amendment,change,waiver,or discharge hereof shall be valid unless in writing and signed by the Party Waiver.The waiver of failure of either Party to exercise any againstwhich such amendment,change,waiver,or discharge is right in any respect provided for herein shall not be deemed a sought to be enforced. waiver of any further right hereunder. Severability.If any provision of this Agreement is determined to Customer Identification.RSI may use the name of and identify be invalid under any applicable statute or rule of law,it is to that City of Tigard as an RSI Customer in advertising,publicity,or extent to be deemed omitted,and the balance of the Agreement similar materials distributed or displayed to prospective RSI shall remain enforceable. Customers. Counterparts.This Agreement may be executed in several Force Majeure.Except for the payment of fees by City of counterparts,all of which taken together shall constitute the Tigard if the performance of any part of this Agreement and entire agreement between the Parties hereto. subsequent statements of work by either Party is prevented, hindered,delayed or otherwise made impracticable by reason of Headings.The section headings used herein are for reference any flood,riot,fire,judicial or governmental action,labor and convenience only and shall not enter into the interpretation disputes,act of God or any other causes beyond the control of hereof. either Party,that Party shall be excused from such to the extent that it is prevented,hindered or delayed by such causes. Approvals and Similar Actions.Where agreement,approval, acceptance,consent or similar action by either Party hereto is Washington Law.This Agreement shall be governed in all required by any provision of this Agreement,such action shall respects by the laws of the State of Washington without regard not be unreasonably delayed or withheld. to its conflict of law's provisions,and City of Tigard and RSI agree that the sole venue and jurisdiction for disputes arising Survival.All provisions of this Agreement relating to City of from this Agreement shall be the: appropriate state or federal Tigard warranties,confidentiality,non-disclosure,proprietary court located in the City of Seattle,and City of Tigard and RSI rights,and limitation of liability,City of Tigard indemnification hereby submit to the jurisdiction of such courts. obligations and payment obligations shall survive the termination or expiration of this Agreement. Assignment.City of Tigard shall not assign,without the prior written consent of RSI,its rights,duties or obligations under this Page 7 RIGHT!SYSTEMS,INC.I RETAINER AGREEMENT SERVICES AGREEMENT The signatures below indicate that Right! Systems, Inc. and City of Tigard agree to all of the terms and conditions detailed in this Retainer Agreement. This Master Services Agreement is valid for signature 30 days from August 28, 2017. Right! Systems, Inc. City .. . Name: Lizz Stewart Name: Signature: '5&u"aA/ Signature: CU Title: Project Coordinator Title: Date: 9/11/2017 Date: Please sign and email this entire documenttoRoiectServicesna,rightsys.com Page 8 RIGHT!SYSTEMS,INC.I RETAINER AGREEMENT