STN Inc ~ C200077 City of Tigard
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
i Tigard, Oregon 97223
AMENDMENT SUMMARY Phone- (503) 639-4171
' FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.ti and-or. ov
Project Title: Managed SIEM Project Manager: Mike Nolo
Contractor: STN Incorporated Original Contract#: $71,505.00 C200077
Effective Dates: 1/1/20—2/28/21 Chane Order/Amendment Amount:
Accounting String: Amendment Percent a e Runnin Total:
AMENDMENT DETAILS
Maximum contractor may be paid is $77,864.00
New pricing to become effective as of April 1, 2021. Monthly fee of$2,600.00 for one-year amount of
$31,200.00 for Managed&Monitored SIEM services, up to $10,000 for ad-hoc alert and incident response work
without prior written authorization
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
N/A
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING RO T MANAGER APP G STAFF
Si nature Signature
Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the
work. The unit pricing in the original contract shall apply to all Signature
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember— the cumulative total of
Amendments cannot exceed the project's FY budget. Date
DocuSign Envelope ID:ACBBE41A-46E6-41EF-8279-EB7E232D3F74
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT C200077
MANAGED SIEM
AMENDMENT #1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and STN Incorporated, hereinafter referred to as Contractor, entered into on the 25th day of March,
2020,is hereby amended as follows:
3. COMPENSATION
The maximum that Contractor may be paid on this Agreement is hereafter the "not to exceed" amount of
Seventy-Seven Thousand Eight Hundred Sixty-Four and No/100 Dollars ($77,864.00).
New pricing to become effective as of April 1,2021. A monthly fee of Two Thousand Six Hundred Dollars
($2,600.00) for a one-year amount of Thirty-One Thousand Two Hundred Dollars ($31,200.00) for Managed
and Monitored SIEM services, and up to $10,000 for ad-hoc alert and incident response work without prior
written authorization.
Except as expressly provided in this Amendment,all other provisions remain unchanged. The City has caused
this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this
Amendment upon signature and date listed below.
CITY OF TIGARD STN INCOR�'og, , D
Fs� VtS�tt,
Signature Signature
Steve Rymer shanel l e Fri sbi e
Printed Name Printed Name
02/22/2021 2/18/2021
Date Date
Pagel of 1
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORM MUSTACCOMPANYEVERYCONTRACT)
Contract Title: Managed SIEM—2°d Try Number: C200077
Contractor: STN Inc. Contract Total: $36,664.00
Contract Overview: Managed Security information and event management and incident response
Assistance.
Initial Risk Level: ❑ Extreme ❑ High ® Moderate ❑ Low
Risk Reduction Steps: STN Incstaff will work in conjunction with Tigard IT when performing
work on our network and security devices.
Risk Comments:
Risk Signature:
Contract Manager: Mike Nolop Ext: 2757 Department: FIS
Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ® Other: Professional Service Start Date: 4/1/2020_ End Date: 3/31/2021_
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
STN $36,664.00 / 1
Right! / Artic Wolf $39.980.31 / 2
Continu (not qualified) $25,815.00 / 3
Account String: Fund-Division-Account Work Order—Activity Type Amount
FY 20 600-2300-5400 PS $6,
FY 21 600-2300-5400 PS $29,998
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
Department Signature: (
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract# C200077
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
MANAGED SECURITY INFORMATION AND EVENT MANAGEMENT (SIEM)
THIS AGREEMENT, made and entered into this 25`' day of March, 2020, by and between the City of
Tigard, a municipal corporation, hereinafter referred to as the "City," and STN Incorporated, hereinafter
referred to as the "Contractor."
RECITALS
WHEREAS, the City's Fiscal Year 2020 budget provides for database analysis 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 Contractor to render professional managed SIEM services for
the city's IT infrastructure described in this Agreement,and the Contractor 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. Scope of Services
Contractor will perform professional managed SIEM services 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 is effective upon the date of execution and expires on April 1, 2021, unless otherwise
terminated or extended. Contract may be extended for two(2) additional one-year (1) terms at the same
rate stated within Exhibit A. All work under this Agreement must be completed prior to the expiration
of this Agreement.
3. Compensation
A. The maximum that Contractor may be paid on this Agreement is hereafter the "not to exceed"
amount of Thirty Six Thousand Six Hundred and Sixty Four dollars and No/100 Dollars (Thirty
Six Thousand Six Hundred and Sixty Four and No/100 Dollars) of which $26,664.00 is for
Managed and Monitored SIEM services, and up to$10,000 for ad-hoc alert and incident response
work without prior written authorization. A monthly fee of Two Thousand Two Hundred
Twenty-Two and No/100 Dollars ($2,222.00). The"not to exceed"amount includes all payments
to be made pursuant to this Agreement,including reimbursable expenses,if any. Nothing in this
Agreement requires the City to pay for work that does not meet the standard of care that would
ordinarily be used by similar professionals in this community in similar circumstances or other
requirements of the Agreement. The actual amount to be paid to Contractor may be less than the
"not to exceed" amount.
B. Contractor is entitled to receive progress payments for its work pursuant to the Agreement as
provided below. The City will pay Contractor based on these invoices for acceptable work
performed and approved until the "not to exceed" amount is reached. Thereafter, Contractor
must complete work based on the Agreement without additional compensation unless there is a
change to the scope of work.
C. Any estimate of the hours necessary to perform the work is not binding on the City. Contractor
remains responsible if the estimate proves to be incorrect. Exceeding the number of estimated
hours of work does not impose any liability on the City for additional payment.
D. Payment will be made upon receipt of billings based on the work completed. Contractor will
submit billings to City periodically, but not more frequently than monthly. Payment by the City
releases the City from any further obligation for payment to Contractor for service or services
performed or expenses incurred as of the date of the statement of services. Payment will be made
only for work actually completed as of the date of invoice. Payment will not be considered
acceptance or approval of any work or waiver of any defects therein.
E. Contractor must furnish certified cost records for all billings to substantiate all charges.
Contractor's accounts are subject to audit by the City. Contractor will submit billings in a form
satisfactory to the City. At a minimum, each billing will identify the task order under which such
work is performed, work completed during the billing period, percentage of work completed to
date, and percentage of budget used to date for each task. Billings must also include Contractor's
employer identification number or social security number, as the City deems applicable.
F. General Terms:
1) Contractor must make payments promptly, as due, to all persons supplying labor or materials
for the performance of the work provided for in this Agreement.
2) Contractor may not permit any lien or claim to be filed or prosecuted against the City on any
account of any labor or material furnished.
3) Contractor will pay to the Department of Revenue all sums withheld from employees pursuant
to ORS 316.167.
4) Contractor will pay all contributions or amounts due the Industrial Accident Fund from the
contractor or any subcontractor.
5) If Contractor fails, neglects, or refuses to make prompt payment of any claim for labor or
services furnished to Contractor or a subcontractor by any person as such claim becomes due,
City's Finance Director may pay such claim and charge the amount of the payment against
funds due or to become due the Contractor. The payment of the claim in this manner does
not relieve Contractor or their surety from obligation with respect to any unpaid claims.
6) Contractor will 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 Contractor, of all sums that Contractor
agrees to pay for the services and all moneys and sums that Contractor collected or deducted
from the wages of employees pursuant to any law, contract, or agreement for the purpose of
providing or paying for services.
7) Contractor 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.
8) Contractor must 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.
9) The City certifies that sufficient funds are available and authorized for this Agreement during
the current fiscal year. Funding during future fiscal years is subject to budget approval by
Tigard's City Council.
21Page
ProfSA Template—Revised 7/2019
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 the property of Contractor; however, the City may request, at no additional cost, one
set of previously approved reproducible drawings, as well as storage device such as thumb drive
or SD card in "DWG" or "DXF" format, of the original drawings of the work. The City has
unlimited authority to use the materials received from Contractor in any way the City deems
necessary.
B. The City may make copies, for the use of and without cost to Contractor, of all of its maps,
records, laboratory tests, or other data pertinent to the work to be performed by the Contractor
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 Contractor will 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 Contractor at no additional expense to the City, except as provided elsewhere in this
Agreement.
5. Assignment/Delegation
Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the
written consent of the other and no assignment has any force or effect unless and until the other
party has consented. If City agrees to assignment of tasks to a subcontract, Contractor is fully
responsible for the acts or omissions of any subcontractors and of all persons employed by them.
Neither the approval by City of any subcontractor nor anything contained herein creates any
contractual relation between the subcontractor and City. The provisions of this Agreement are
binding upon and will inure to the benefit of the parties to the Agreement and their respective
successors and assigns.
6. Status of Contractor as Independent Contractor
Contractor certifies that:
A. Contractor acknowledges that for all purposes related to this Agreement, Contractor is an
independent contractor as defined by ORS 670.600 and not an employee of City. Contractor is
not entitled to benefits of any kind to which an employee of City is entitled and is solely
responsible for all payments and taxes required by law. Furthermore,in the event that Contractor
is found by a court of law or any administrative agency to be an employee of City for any purpose,
City is entitled to offset compensation due, or to demand repayment of any amounts paid to
Contractor under the terms of this Agreement, to the full extent of any benefits or other
remuneration Contractor 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 Contractor or to a third party) as a
result of said finding.
B. Contractor is not an officer,employee,or agent of the City as those terms are used in ORS 30.265.
7. Conflict of Interest
The undersigned Contractor 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
31Page
ProfSA Template—Revised 7/2019
description from Contractor,either directly or indirectly,in connection with the letting or performance
of this Agreement, except as specifically declared in writing.
If this payment is to be charged against Federal funds,Contractor certifies that he/she is not currently
employed by the Federal Government and the amount charged does not exceed his or her normal
charge for the type of service provided.
8. Indemnification
A. City has relied upon the professional ability and training of Contractor as a material inducement to
enter into this Agreement. Contractor represents that all of its work will be performed in accordance
with generally accepted professional practices and standards as well as the requirements of applicable
federal, state, and local laws,it being understood that acceptance of a Contractor's work by City will
not operate as a waiver or release. Acceptance of documents by City does not relieve Contractor
of any responsibility for design deficiencies, errors or omissions.
B. Claims for other than Professional Liability. Contractor agrees to 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
Contractor 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 is found
to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the
validity of the remainder of this indemnification.
C. Claims for Professional Liability. Contractor agrees to 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 Contractor or its subcontractors, sub-
consultants, agents or employees in performance of professional services under this agreement.
Any work by Contractor that results in a design of a facility that is not readily accessible to and
usable by individuals with disabilities will be considered a professionally negligent act, error, or
omission.
D. As used in subsections B and C of this section, a claim for professional liability 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 Contractor, regardless of the type of
claim made against the City in performance of this Agreement. A claim for other than professional
liability is a claim made against the City in which the City's alleged liability results from an act or
omission by Contractor unrelated to the quality of professional services provided by Contractor
in performance of this Agreement.
9. Insurance
Contractor and its subcontractors must maintain insurance acceptable to City in full force and effect
throughout the term of this contract. Such insurance must cover risks arising directly or indirectly out
of Contractor's activities or work hereunder,including the operations of its subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor must provide at least the following
limits and coverages:
41Page
ProfSA Template—Revised 7/2019
A. Commercial General Liability Insurance
Contractor will obtain,at Contractor'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 must 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
Contractor must obtain,at Contractor'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 may not be less than$2,000,000,or the equivalent. Annual aggregate limit may not be less
than$3,000,000 and filed on a"claims-made" form.
C. Commercial Automobile Insurance
Contractor must also obtain, at Contractor's expense, and keep in effect during the term of the
contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and
non-owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence may
not be less than $1,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract,the Contractor
will 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 may not be less than $1,000,000.
D. Workers' Compensation Insurance
The Contractor, its subcontractors, if any, and all employers providing work, labor, or materials
under this Contract that are subject employers under the Oregon Workers' Compensation Law
must 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. Contractors who perform work without the
assistance or labor of any employee need not obtain workers' compensation coverage. All non-
exempt employers must provide Employer's Liability Insurance with coverage limits of not less
than $1,000,000 each accident.
E. Additional Insured Provision
All required insurance policies, other than Workers' Compensation and Professional Liability,
must name the City its officers, employees, agents, and representatives as additional insureds with
respect to this Agreement.
51Page
ProfSA Template—Revised 7/2019
F. Extended Reporting Coverage
If any of the required 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,if less than
24 months, the maximum time-period Contractor's insurer will provide. Contractor 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
Coverages provided by the Contractor 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 Contractor is self-insured for commercial general liability or
automobile liability insurance, Contractor must provide evidence of such self-insurance.
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, Contractor will furnish a
Certificate of Insurance to the City. No contract is effective until the required Certificates of
Insurance have been received and approved by the City. The certificate will specify and document
all provisions within this contract and include a copy of Additional Insured Endorsement. A
renewal certificate will be sent to the below address prior to coverage expiration.
J. Primary Coverage Clarification
The parties agree that Contractor's coverage is 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.
K. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability, pollution, and errors and omissions policies required by this Agreement.
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
61Page
ProfSA Template—Revised 7/2019
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 will not be construed to limit Contractor's liability hereunder.
Notwithstanding said insurance, Contractor is obligated for the total amount of any damage,
injury, or loss caused by negligence or neglect connected with this Agreement.
10. Method & Place of Submitting Notice, Bills, and Payments
All notices,bills and payments will 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 will be used to transmit notices, bills, payments, and other information:
CITY OF TIGARD STN INCORPORATED no
Attn: Mike Nolop Attn: Sabur Mian
Address: 13125 SW Hall Blvd Address: 1249 Quarry Lane, Ste 130
Tigard, OR 97223 Pleasanton, CA 94566
Phone: (503) 718-2757 Phone: (866) 459-0642
Email: miken(a,tigard-or.gov Email: sabur(e stninc.com
Notice will be deemed given upon deposit in the United States mail, postage prepaid, or when so
faxed,upon successful fax. In all other instances, notices,bills and payments will 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.
11. Survival
The terms, conditions, representations, and warranties contained in this Agreement survive the
termination or expiration of this Agreement.
12. 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 will be effective unless and until it is made in writing and signed by
both parties.
13. Termination Without Cause
At any time and without cause, City has the right in its sole discretion to terminate this Agreement by
giving notice to Contractor. If City terminates this Agreement pursuant to this paragraph, City will
pay Contractor for services rendered to the date of termination and the cost of the third-party license
fees for the remainder of the contract term.
14. Termination for Cause
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,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
71Page
ProfSA Template—Revised 7/2019
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 Contractor, its
subcontractors, agents, and employees to provide the services required by this Agreement is
for any reason denied,revoked, or not renewed.
4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by
or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an
assignment for the benefit of creditors of Contractor.
Any such termination of this Agreement under paragraph (A) will 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 Contractor, may terminate the
whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this Agreement within the time specified,
or
2) If Contractor fails to perform any of the other provisions of this Agreement,or fails to pursue
the work as to endanger performance of this Agreement in accordance with its terms, and
after receipt of written notice from City, fails to correct such failures within ten (10) days or
such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of contract)
by Contractor are not 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), Contractor will be entitled to receive as
full payment for all services satisfactorily rendered and expenses incurred,provided, that the City
may deduct the amount of damages, if any, sustained by City due to breach of contract by
Contractor. Damages for breach of contract include those allowed by Oregon law, reasonable
and necessary attorney fees,and other costs of litigation at trial and upon appeal. If City terminates
this Agreement under paragraph (B), Contractor is not entitled to payment of any third-party
SIEM license fees or other financial penalties Contractor may incur as a result of early termination.
15. Access to Records
City will have access to such books, documents, papers and records of Contractor as are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts.
16. Hazardous Materials
Contractor will comply with all federal Occupational Safety and Health Administration (OSHA)
requirements and all Oregon safety and health requirements. In accordance with OSHA and Oregon
OSHA Hazard Communication Rules, if any goods or services provided under this Agreement may
release, or otherwise result in an exposure to, a hazardous chemical under normal conditions of use
(for example, employees of a construction contractor working on-site), it is the responsibility of
Contractor to provide the City with the following information: all applicable Safety Data Sheet, the
identity of the chemical/s, how Contractor will inform employees about any precautions necessary,
81Page
ProfSA Template—Revised 7/2019
an explanation of any labeling system, and the safe work practices to prevent exposure. In addition,
Contractor must label, tag, or mark such goods.
17. Force Majeure
Neither City nor Contractor will 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 will within ten (10) days from the beginning of such delay, notify the
other party in writing of the cause of delay and its probable extent. Such notification will not be the
basis for a claim for additional compensation. Each party will, however, make all reasonable efforts
to remove or eliminate such a cause of delay or default and will,upon cessation of the cause,diligently
pursue performance of its obligation under the Agreement.
18. Non-Waiver
The failure of City to insist upon or enforce strict performance by Contractor 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.
19. Hours of Labor, Pay Equity
In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference:
A. Contractor may not employ an individual for more than 10 hours in any one day, or 40 hours in
any one week, except as provided by law. For contracts for personal services, as defined in ORS
279A.055, Contractor must pay employees at least time and a half pay for all overtime the
employees work in excess of 40 hours in any one week, except for employees who are excluded
under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.
B. Contractor must give notice in writing to employees who work on a public contract, either at the
time of hire or before commencement of work on the contract,or by positing a notice in a location
frequented by employees, of the number of hours per day and days per week that the employees
may be required to work.
C. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate
of wage,salary,benefits or other compensation with another employee or another person and may
not retaliate against an employee who discusses the employee's rate of wage, salary, benefits or
other compensation with another employee or another person.
D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material
element of this Agreement and failure to comply will be deemed a breach that entitles City to
terminate this Agreement for cause.
20. Non-Discrimination
Contractor will comply with all federal, state, and local laws, codes, regulations, and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
91Page
ProfSA Template—Revised 7/2019
C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (Pub L No 101- 336); and
D. ORS 659A.142,including all amendments of and regulations and administrative rules,and all other
applicable requirements of federal and state civil rights and rehabilitation statutes, rules and
regulations.
21. Errors
Contractor will 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.
22. Extra Work, Changes
Only the City's Project Manager for this Agreement may change or authorize additional work. Failure
of Contractor to secure authorization for extra work constitutes a waiver of all right to adjust the
contract price or contract time due to such unauthorized extra work and Contractor will not be entitled
to compensation for the performance of unauthorized work.
23. Warranties
Contractor will guarantee work for a period of one year after the date of final acceptance of the work
by the owner. Contractor warrants that all practices and procedures,workmanship and materials are
the best available unless otherwise specified in the profession. Neither acceptance of the work nor
payment therefore relieves Contractor from liability under warranties contained in or implied by this
Agreement.
Any intellectual property rights delivered to the City under this Agreement and Contractor's services
rendered in the performance of Contractor's obligations under this Agreement, will be provided to
the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or
assignment, and be free and clear of any and all liens, claims, mortgages, security interests, liabilities,
charges, and encumbrances of any kind.
24. Attorney's Fees
In the event an action, suit of proceeding, including appeal, is brought for failure to observe any of
the terms of this Agreement, each party is responsible for that party's own attorney fees, expenses,
costs and disbursements for the action, suit,proceeding, or appeal.
25. Choice of Law,Venue
The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon
Circuit Court in Washington County or the U.S. District Court for Oregon, Portland.
26. Compliance with State and Federal Laws/Rules
Contractor will comply with all applicable federal, state and local laws,rules and regulations applicable
to the work in this Agreement.
27. Conflict Between Terms
In the event of a conflict between the terms of this Agreement and Contractor's proposal, this
Agreement will control. In the event of conflict 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 will control. In the
event of an inconsistency between Exhibit A and Exhibit B,Exhibit A will control.
10 1 Page
ProfSA Template—Revised 7/2019
28. Audit
Contractor will 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.
Contractor 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.
29. 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 will not be impaired
unless the illegal or unenforceable provision affects a significant right or responsibility, in which case
the adversely affected party may request renegotiation of the Agreement and,if negotiations fail,may
terminate the Agreement.
30. Compliance with Tax Laws
Contractor represents and warrants that Contractor is, to the best of the undersigned's knowledge,
not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters
316, 317, and 318. Contractor's failure to comply with the tax laws of this state or a political
subdivision of this state before the Contractor executed this Agreement or during the term of this
Agreement is a default for which the City may terminate this Agreement and seek damages and other
relief available under the terms of this Agreement or applicable law.
IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly
authorized officials.
CITY OF TIGARD STN INCORPORATED
Signature: Signature:
Name: Marty Wine Name: Sabur Mian
Title: City Manager Title: CEO
Date: 3/26/2020 Date: 03/26/2020
11 Page
ProfSA Template—Revised 7/2019
EXHIBIT A
SCOPE OF SERVICES
The city has been mandated by Federal requirements for Security Event and log monitoring. Contractor will
provide the following services below:
Contractor will provide managed SIEM services for City of Tigard IT infrastructure including Virtual
Desktops,Endpoints, Servers, Firewalls, Switches,Databases, 0365 accounts.
o SIEM virtual machine setup,installation, and initial tuning
o Alert response configuration
o Log review
o Policy updates
o AlienLab licensing and subscription updates
0 1TB/month of raw data ingestion
■ 30 days searchable and 12 months of accessible archive raw data
■ SIEM Sensor
Services to be provided:
A. Alert/Incident
On-call alert response to respond to alerts and follow escalation path provided by city. Hours may be
used for incident mitigation and troubleshooting as it relates to the SIEM appliance. Remediation of
other devices (Servers, firewalls,routers, etc.) available on a time and material basis.
a. Any on-call alerts will be charged to the $10,000 additional work.
Any hours not used do not have a carryover value and may not be used for any projects or installations.
B. Security Analyst Meeting
Will be done on a quarterly basis.
a. Analyst to provide up to 1 hour of log and incident review.
b. Provide security analysis and recommendations based on security best practices any relative
compliance requirements.
C. Network Engineer Meeting
Will be done on a quarterly basis.
a. Asset count review
b. Review any current events, tickets or potential action items
c. Review any alerting changes or reporting requirements
d. Review and update escalation and contacts as needed
Contractor will not provide the following services:
A. Support for unsupported deployments,custom scripts,third-party software or other functionality that
the city or a third-party contractor/vendor has added.
B. Installing HIDS, NIDS, or Syslog on switches, servers or configuration of any agents or sensors on
the connected equipment.
C. Management or monitoring of individual security or network equipment (firewalls, routers, switches,
access points, servers, and workstations) is not included with this service.
D. Notifying end users
12 1 Page
ProfSA Template—Revised 7/2019
Cost of Services
Ongoing Alerting and Incident Response T&M
o $175/hour Tier 1 and Tier 2 alert response
o $195/hour for Tier 2 Network Engineer
o $225/hour Tier 3 Network Engineer and Security Analyst
o Travel Costs and Expeses will be billed at actual upon approval from City's Project Manager.
Monthly billing in the amount of$2,222.00 for Managed SIEM service to begin effective 4/l/2020.
13 1 Page
ProfSA Template—Revised 7/2019
MANAGED AND MONITORED SIEM
City of Tigard
Account Manager: Rob Wille
Account Manager Email: Rob@stninc.com
STN, Inc.
ry
1249 Quarry Lane, Suite 130
OPleasanton, CA 94566
3
LL
O0 Agreement to Perform Security Incident and Event Management
Services for City of Tigard.
z SOW 36: Managed and Monitored SIEM
W
:E Effective Date Services Performed By: Services Performed For:
LU
April 1, 2020 STN, Inc. City of Tigard
1249 Quarry Lane, Suite 130 13125 SW HALL BLVD.,
Pleasanton, CA 94566 TIGARD, OR 97223
Contents
1. Executive Summary..........................................................................................................2
2. Services Overview............................................................................................................2
3. Configuration and Deployment Schedule............................................................................7
4. Deployment Engagement Resources..................................................................................7
5. Fees & Payment...............................................................................................................8
6. Project Contacts...............................................................................................................8
7. Customer Assistance Required ..........................................................................................9
8. Assumptions ....................................................................................................................9
9. Term and Termination......................................................................................................2
10. Project Change Control Procedure.....................................................................................2
11. Miscellaneous...................................................................................................................3
12. Execution of SOW 36........................................................................................................3
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
This Statement of Work 36: Managed and Monitored SIEM Statement of Work ("SOW") between STN,
Inc. ("STN, Inc.") and City of Tigard ("Customer") is effective as of the last signature date below and is
governed by the terms of the online Master Agreement("Agreement") located at:
https://www.stninc.com/legal/masteragreement/.
1 . Executive Summary
Customer has contracted STN, Inc. to provide Monthly Security Event and Incident Management
(SIEM) services for a Subscription Term of one (1)year commencing on the Effective Date.
The objective of the services is to provide Customer 24x7 Security Incident and Event Management
(SIEM), monitoring, and incident logging and correlation. STN, Inc. shall be the first point of contact
for alerting and events and serve as Customer's security operations center. STN, Inc. will work closely
with Customer to deploy the SIEM and provide expert level tuning to hone the device to environment
and business requirements. Customer will have the ability to establish escalation and incident paths
and set the bar for asset value status, enabling Customer to adjust alerts for mission-critical assets.
2. Services Overview
The parties are entering into this SOW for the purpose of STN, Inc. to provide the following services:
Managed and Monitored SIEM referred to herein as "Project" or"Projects."
STN, Inc. Managed SIEM Services
STN, Inc. shall Install and Integrate the SIEM Virtual Machine to Include the
Following.
STN, Inc. to deploy, interconnect, and perform initial set up of SIEM Virtual Appliance. Onsite install is
available for an additional fee. Customer is responsible for virtual environment where the agent will
reside and should follow the below requirements for the specific Customer virtual environment.
Hyper-V virtual Environment Requirements
Customer is responsible for Hyper-V virtual environment set up which requires a virtual
machine with:
Minimum Requirements:
• Physical Host operating system must be Windows Server 2012 R2 with either Hyper-V
Manager or System Center Virtual Manager(SCVMM) 2012, or Windows Server 2016.
CONFIDENTIAL -Managed and Monitored SIEM Contract for City of Tigard•Effective:April 1,
2020
• Hyper-V virtual machine with four cores and 12 GB of statically assigned memory, 150
GB of disk space.
• Internet connectivity from the virtual machine.
Recommended Requirements:
• If DHCP is unavailable, a static IP for the management interface and local DNS
information.
o Important:AlienVoult strongly recommends assigning a static IP to deploy the
USM Anywhere Sensor. If DHCP changes the IP address of the sensor,you must
update all the IP addresses on all the devices that are forwarding logs to the
Sensor through syslog.
• Network topology information to run asset discovery
• Port mirroring setup for network monitoring (see Configure Windows Server 2012 R2
or Windows Server 2016 Hyper-V Virtual Machines for Port Mirroring for more
information)
• Administrative credentials for remote hosts to support authenticated asset scans
• Administrative credentials for devices that require configuration to forward logs to
the Hyper-V sensor
• (Optional) A span port to monitor network traffic for IDS
VMware Sensor virtual Environment Requirements
Customer is responsible for Hyper-V virtual environment set up which requires a virtual
machine with:
Minimum Requirements:
• Access to VMware ESXi.1 or later
• Dedicated 4 CPUs and 12 GB of reserved memory
• Internet connectivity to the network where you plan to install the VMware Sensor
Recommended Requirements:
• A vSphere or vCenter user account to use for USM Anywhere Sensor configuration
with an assigned role that has permissions equivalent to the read-only default role.
o Note: The read-only role allows a user limited read access to the system
without any other privileges. Credentials with this assigned role allow the
deployed USM Anywhere Sensor to collect vCenter and vSphere events and
run asset discovery.
• Installed VMware Tools for hosts in your vSphere or vCenter environment.
o With configured vSphere or vCenter credentials, the VMware sensor uses the
VMware APIs to run asset discovery. For hosts that do not have VMware
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
Tools installed, the asset does not have an assigned IP address and this can
result in the asset being missed from asset discovery or in duplicate assets
created during subsequent discoveries. These tools also enable the Sensor to
collect more detailed information about the asset.
• If DHCP is not available, a configured static IP for the management interface and
local DNS information.
• Port mirroring set up for network monitoring (see Configuring VMware ESX Virtual
Switches for Port Monitoring).
• Administrative credentials for devices that require configuration to forward logs to
the VMware sensor.
• Administrative credentials for remote hosts to support authenticated asset scans.
• Configuration on firewall or other security device to send UDP or TCP syslog (if it is
capable of exporting security logs through UDP or TCP syslog).
• Network topology information to run asset discovery.
• (Optional) Access to a span port to monitor network traffic for intrusion detection
systems (IDSes)
Services include the following Assets
Device/Asset Table:
D- -Quantity
Firewalls 2
Routers 9
Switches 2
Windows Servers 100
Linux Servers 40
Windows Database 10
Office 365 400
Number of locations Note:All City of Tigard sites are connected via dark fiber and are on the same network. 1
Sophos Instances 350
Domain Controller/Active Directory 2
Endpoints 100
Total Assets 1,016
2.a Responsibility and Supported Tasks for STEM Configuration Matrix
STN, Inc. uses a responsibility matrix for included and additional services.
P = Primary Responsibility (Customer or STN, Inc. to maintain primary responsibility of the
task/service).
A = Assist Responsibility (Customer or STN, Inc. to provide help to complete).
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
Each responsibility and or task is associated with the owner of the responsibility, as indicated below.
Service Description Hrs/Frequency
Initial Device Device tuning to provide tuning on listed devices or assets,adjustment of alarms Up to 40 Hours
Tuning and connected applications
i
Assets Initial tuning of assets 505
Standard Tasks/Services
Configure and Deploy Agent in Virtual Environment. P A
Configure and Deploy sensors P A
Initial classification and tuning of devices connecting to SIEM aw
Ensure Sensors are correctly deployed(requires Customer to install HIDS, NIDS, A P
and configure Syslog)
Ensure Network IDs are correctly configured
Install license and perform any updates required/necessary A P
Install sensors on connected devices or cloud applications A
Up to two hours of initial training on interface A P
Define and save customer data views P
Establish Threat Intelligence Subscriptions A P
Set up Customer specific reporting frequency A P
During the initial four-week tuning period,Alter Hours alert responses will be disabled(M-F 6 PM—6
AM and weekends). Uptime message will notify the Customer that the tuning period has ended and
24x7 alerting has commenced.
*Tuning for assets exceeding number in this SOW will be charged at T&M rates.
2.b Monthly Monitored Services
2.6.1 Monitored Services Matrix
STN, Inc. alerting provides incident and alert response and documentation. All alerts will be logged in
the STN, Inc. Cybersecurity Portal as well as emailed in accordance with the customer provided
escalation path. Monitored alerting includes the following:
Standard
Included Monitoring Services
24x7 Monitoring of SIEM (for critical/high alerts and events)Analystalert
response available on a time and materials basis.
8x5xNBD for non-critical alert response P
Logging of detected Minor and Major events in Cybersecurity Portal.
Included Managed Services
SIEM Maintenance and Updates/Upgrades A P
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
SIEM Reports and Documentation P
SIEM Configuration Backups P
2.b.2 Managed Services Matrix
Hours specified are for services outlined in the Responsibility and Support Tasks and Services Matrix
below and have no carry over value. Unused hours may not be used toward projects, installs, or
other services. Escalation and incident response outside of included block of hours such as
troubleshooting beyond initial verification of issue, change requests, repairs, and installations are
provided on a time and material basis by STN, Inc. Support agreed upon rate based on level of
support provided.
Description Hrs/Frequency
On-call alert response to respond to alerts and follow escalation path provided
by Customer. Hours may be used for continued tuning, policy updates,incident
mitigation,and troubleshooting as it relates to the SIEM appliance. Remediation
Alert/Incident of other devices(Servers,firewalls, routers,etc.)available on a time and p
Response materials basis.
Hours not used have no carryover value and may not be used for Projects or
installations.
• Analyst to provide up to 1 hours of log and incident review.
Security Analyst 0 Provide security analysis and recommendations based on security best
Meeting practices any relative compliance requirements. Quarterly
• Asset count review.
Network • Review any current events,tickets,or potential action items.
Engineer • Review any alerting changes or reporting requirements. Quarterly
Meeting Review and update escalation and contacts as needed.
Standard Tasks/Services Customer STN,Inc. Addendum
Required
Alert Response P
Asset Tuning A
Remote Incident Response A P
Log Review A PW
Policy Updates A P
AlienLabs Subscription Adjustments A P ■
Adding additional assets, log collection bandwidth or applications A P Yes
CONFIDENTIAL -Managed and Monitored SIEM Contract for City of Tigard•Effective:April 1,
2020
Out of Scope
No deliverables or services, other than those listed in the section above, shall be determined as within
the scope of this Project. The Customer shall be responsible for performing any additional work not
listed above; or requesting a Project change request. Items specifically listed below are not included in
the requirements to be provided by STN, Inc..
1. Support for unsupported deployments, custom scripts, third-party software, or other
functionality that the Customer or a third party has added.
2. Installing HIDS, NIDS, or Syslog on switches, servers, or configuration of any agents or sensors
on the connected equipment.
3. Management or monitoring of individual security or network equipment (firewalls, routers,
switches, access points, servers, and work stations) is not included with this service.
4. Notifying end users.
3. Configuration and Deployment Schedule
STN, Inc. shall schedule a Project kick off call with Customer after the receipt of the executed SOW
and any other required paperwork. During the Project kick off call, STN, Inc. shall work with Customer
to develop an agreed-upon engagement schedule. The schedule will outline the specified turn-up
dates, times, STN, Inc. allocated resources and any Customer resources required with timelines. Once
scheduling has been committed to by Customer and STN, Inc., STN, Inc. will allocate the internal
resources needed to complete the project as originally scheduled. STN, Inc. will request that Customer
schedule their resources required to remain on target with the mutually agreed upon schedule.
4. Deployment Engagement Resources
➢ Senior Network Engineer
➢ Network Engineer Tier 2
➢ Project Manager
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
5. Fees & Payment
STN, Inc. will provide the Managed Services according to this SOW for the fees and terms set forth
below.
Monthly Recurring Services
. .
Managed and Monitored SIEM—1 TB
Includes up to 1TB of raw data ingestion per month
Includes 30 days of searchable event storage and 12 months of accessible archived $2,222.00
storage
SIEM Device Tuning
SIEM Sensor(s)—Subscription license for 1 virtual sensors Included
Alert and Incident Response hours included in monthly fee:0 Hours Included
Total Monthly Recurring Charges $2,222.00
1-Year Total Contract Commitment $26,664.00
$195.00/hour for Tier 2
Alert and incident response hours exceeding 0 hours per month will be billed at: $225.00/hour for Security
Analyst
Payment Terms. Upon signing of this SOW an invoice for the one-time fees and the first month of
services will be billed and due upon receipt. Thereafter, all recurring charges will be invoiced monthly.
Any mitigation efforts, policy changes, overages, time and materials, and adjustments are progress
billed monthly. Customer shall pay all undisputed invoices within twenty(20) days after receipt of
invoice.
*Discount and Monthly recurring rate are contingent on the signing of SOW 36
All prices are exclusive of expenses and travel costs (e.g., airfare, car rental, parking, tolls, etc.)
which are billed at actual costs.
Transitional services will be provided Gratis, including any tuning of SIEM till June 1st, 2020. Future
services will leverage the open bucket of hours.
Any deficiencies, as determined by generally accepted professional standards, shall be reported by
Customer to STN, Inc. within 30 days after receipt of the deliverable or services involved. STN, Inc. will
correct such timely reported deficiencies in its deliverables, services or work within a mutually
agreeable period.
6. Project Contacts
City of Tigard Bill to Address City of Tigard Primary ContactContact
CONFIDENTIAL -Managed and Monitored SIEM Contract for City of Tigard•Effective:April 1,
2020
13125 SW HALL BLVD.,
TIGARD, OR 97223 Mike Nolop miken@tigard-or.gov
L
7. Customer Assistance Required
To optimize the effectiveness of STN, Inc.team members, City of Tigard shall provide access to
systems, services, and employees. To perform the work specified in this SOW, STN, Inc. will require the
following from Customer:
• Access to relevant personnel
• Relevant documentation
• Asset list
• Network Diagram
• A primary point of contact
• Coordination of events with City of Tigard team members
• Customer onboarding documentation
8. Assumptions
1. STN, Inc. and Customer understand that due to the nature of the services unintentional
service disruption is feasible. STN, Inc. is not responsible for interruptions of Customer's
network services during completion of tasks described in this Statement of Work and Services
described herein.
2. In some cases, the manufacturer may release an update or patch that adversely affects the
Customer's environment.While STN, Inc.will do everything within our power to determine
conflicts between updates by the manufacturer and your environment, STN, Inc. cannot be
liable for additional work that is required to develop alternative configurations, re-design
solutions or provide workarounds. In this instance, STN, Inc.will work with you to determine
the best workaround and obtain a change order approval.
3. Customer hereby grants to STN, Inc. the right to install any STN, Inc.-provided equipment or
virtual appliance as identified in this SOW within the Customer premises and Customer will
provide such equipment an operating environment equivalent or better than STN, Inc.'s or
equipment vendor's specifications for electrical, airflow, and clearance. Customer shall not
permit any liens to be placed against any STN, Inc.-provided equipment or software.
4. Agreement Enabling Expenses—STN, Inc.will perform the work using tools selected by STN,
Inc.. Customer will provide any additional hardware, software, connectivity, and training
expenses required by Customer(if any),to complete delivery of services.
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
5. Travel and Expenses - STN, Inc. and Customer agree that the engagement meetings will be
conducted using teleconference calls and all work will be executed at a STN, Inc. facility unless
other arrangements have been agreed upon or stated in the Statement of Work. If Customer
requires STN, Inc. personnel to travel to perform work on or visit Customer site or attend a
meeting with Customer staff, standard business expenses (e.g., travel,food and lodging) STN,
Inc. personnel incur in connection with provisioning services under this Statement of Work
shall be invoiced separately.
6. STN, Inc. and Customer understand and agree that the performance of the Services, as
provided in accordance with this SOW, may improve your security posture, these Services can
neither identify nor eliminate all risks by unauthorized or authorized parties to affect your
environment.
7. Not included with this SOW:
a. De-installation or re-installation of product(s) or application(s) other than Managed
Services listed in this SOW.
b. Installing cables external to the rack outside of what is indicated in this SOW
c. Installation of any hardware or software other than as specified in this SOW.
d. Installation of any product into an unsupported rack.
e. Any activities other than those specifically noted in this SOW.
8. Re-installation of SIEM appliance and associated tuning will be billed on a T&M basis.
9. Customer agrees to complete a backup of all existing data and programs on all affected
systems prior to the delivery of this service. STN, INC. WILL HAVE NO LIABILITY FOR LOSS OR
RECOVERY OF DATA OR PROGRAMS or loss of use of systems arising out of the services or
support or any act or omission, including negligence, by STN, Inc. or a third-party service
provider.
10. Additional assets added to SIEM after initial set up will incur an hourly fee unless included in
an upgraded contract.
11. Additional assets added beyond 1500 Assets shall be charged $25.00 per asset per month for
the remainder of the contract.
12. Asset decreases will not affect the price or life of the contract.
13. Customer agrees to set up and maintain the virtual environment for the AlienVault SIEM
agent to reside. It is the responsibility of the Customer to maintain their virtual environment
throughout the course of the agreement.
14. All lead time objectives and service level objectives are located at
https://www.stninc.com/legal/sul2portservices/.
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020
9. Term and Termination
This executed SOW has an agreed term of one (1) year. The Term and billing will begin on the SOW
Effective Date and shall continue in full force and effect unless terminated in accordance with the
provisions contained within the Agreement.
Customer may renew this agreement for two (2) additional one (1) year terms at the rates stated
within this SOW if a) Customer's data ingestion rate does not require a higher volume of monthly
ingested data, and b) the manufacturer SIEM licensing costs do not increase more than 5% per
contract year. Should STN, Inc. be unable to obtain the SIEM licening within these cost parameters,
the Monthly Recurring Charges may increase at Customer expense.
If Customer terminates this SOW prior to its agreed-upon expiration date for reason other than STN,
Inc. breach, then Customer will pay STN, Inc. any and all outstanding balances due STN, Inc. for
Services provided up to the date of termination and a termination charge (as liquidated damages and
not as a penalty) consisting of the full amount of the remaining monthly charges for the remainder of
the then-current Term.
10. Project Change Control Procedure
As STN, Inc. personnel begin to work through the above scope of work, it is common that elements
occur that have not been considered as part of the included scope of work. In the instance that STN,
Inc. discovers elements that are not included in the scope of work but that should be included, STN,
Inc. will notify Customer and work will be discontinued and the following process will be followed if a
change to this SOW is required:
• A Project Change Request (PCR)will be the vehicle for communicating change.The PCR will
describe the change,the rationale for the change,and the effect the change will have on the
project including costs, procedures,and/or deliverables.
• The designated Project Manager of the requesting party, STN, Inc. or Customer,will review the
proposed change with the other party to determine desired changes to the SOW in order to
achieve the mutually understood result.
• Once both parties have agreed that a change is required and approved,a PCR will be prepared
and must be signed by the Customer to authorize implementation of the changes to the SOW.
• STN, Inc. will invoice Customer for any such charges as outlined in the PCR. The PCR will
document the effect that the implementation of the changes will have on SOW price,schedule,
and other conditions of the Agreement.
CONFIDENTIAL -Managed and Monitored SIEM Contract for City of Tigard•Effective:April 1,
2020
11 . Miscellaneous
Capitalized terms not defined in this SOW will have the meanings set forth in the Agreement. In the
event of any conflict between the terms and conditions of this SOW and the terms and conditions of
the Agreement, the terms of the Agreement (as applicable) will govern unless expressly otherwise
stated in this SOW.
12. Execution of SOW 36
This SOW must be executed by 4/30/2020 To execute this SOW, please sign and provide any
additional information listed in Section: Customer Assistance Required and return to STN, Inc.with
signed related documents and information as described above.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be valid as of the day, month
and year dated below.
City of Tigard STN, Inc.
w
Signature: Signature:
Name: Name: Sabur Mian
Title: Title: CEO
Date: Date: 03/26/2020
PO
Reference:
CONFIDENTIAL -Managed and Monitored STEM Contract for City of Tigard•Effective:April 1,
2020