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Structured Communications Systems ~ C160022 CITY OF TIGARD,OREGON- CONTRACT SUMMARY FORM THIS FORM MUST ACCOMPANY EVERY CONTRACT Contract Title: 2016 PrSA -Nimble Upgrade and DFS Project Number: I Contractor: Structured Communications Systems Contract Total: 8000 Contract Overview: Upgrading VMWare infrastructure to 1©gig Fix DFS synchronization issues Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ❑ Low Risk Reduction Steps: Risk Comments: Risk Signature: Contract Manager: �Wl,i `�i G�- Ext: 25w Department: Type: ❑ Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement ❑ IGA P Other: _P)cj S_-' ScyV\Le c Start Date: -3— lj� End Date:(�;_ 3c)- IC Quotes/Bids/Proposal: FIRM AMOUNT/SCORE Account String: Fund-Division-Account Work Order-Activity Type Amount FY FY FY FY FY Approvals - LCRB Date: Department Comments: i Department Signature: Purchasing Cominents: Purchasing Signature: City- Manager Coinments: City Manager Signature: After securing all required approvals,forward original copy to the Contracting and Purchasing Once along with a completed Contract Checklist. i I Contract CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT NIMBLE UPGRADE AND DFS SYNCHRONIZATION PROJECTS THIS AGREEMENT,made and entered into this 19`'' day of October, 2015, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Structured Communication Systems,Inc.,hereinafter referred to as the "Consultant." RECITALS WHEREAS, the City's 2015-2016 fiscal year budget provides for information technology consultation services for the City's Nimble upgrade project;and I WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the City;and V WHEREAS, the City desires to engage the Consultant to render professional information technology consultation services for the project described in this Agreement, and the Consultant is willing and qualified to perform such services; THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows: I� j1. Consultant's Scope of Services The Consultant shall perform professional information technology consultation services relevant to the Project in accordance with the terms and conditions set forth herein, and as provided in Exhibit A, which is attached hereto and by this reference made a part of this Agreement. 2. Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board,and shall expire,unless otherwise terminated or extended,on completion of the work or June 30, 2016 whichever comes first. All work under this Agreement shall be completed prior to the expiration of this Agreement. j3. Consultant's Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit A of this Agreement, and for services required in the fulfillment of Paragraph 1, the Consultant shall be paid on an hourly rate based upon the "Schedule of Rates"in Exhibit B of this agreement, which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. The Basic Fee shall not exceed the amount of Eight Thousand and No/100 Dollars ($8,000.00) 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 2 a &m. lien or claim to be filed or prosecuted against the City on any account of any sen-ice 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 "DXF" format, of the original drawings of the work. The City shall have unlimited authority to use the materials received from the Consultant in any way the City deems necessary. B. The City shall make copies, for the use of and without cost to the Consultant, of all of its maps, records, laboratory tests, or other data pertinent to the work to be performed by the Consultant pursuant to this Agreement, and also make available any other maps, records,or other materials available to the City from any other public agency or body. C. The Consultant shall furnish to the City, copies of all maps,records, field notes, and soil tests which were developed in the course of work for the City and for which compensation has been received by the Consultant at no additional expense to the City except as provided elsewhere in this Agreement. 5. Assignment/Delegation Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. Consultant is Independent Contractor A. The City's project director, or designee, shall be responsible for determining whether Consultant's work product is satisfactory and consistent with this agreement, but Consultant is not subject to the direction and control of the City. Consultant shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. 3 , g 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 lam-, 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. 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 4 111 ,,1gc 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. 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 5 aye. 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 I 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 ani, 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 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. 6 1 Page F. Extended Kepgrfing 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 carder(s)a.7th 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. PrimaU PrimaCoverage 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 v-ll be included in all general liability and commercial automobile policies required by this contract. 7 a g c 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 SVS'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 tem-linate 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: 811> Qg 1) If Consultant fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten days or such other period as City may authorize. 3) If Consultant fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages,if any, sustained by City due to breach of contract by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 11. Non-Waiver The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 12. Method and Place of Giving Notice, Submitting Bills and Making Payments All notices,bills and payments shall be made in writing and may be given by personal delivery, mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGARD STRUCTURED COMMUNICATION SYSTEMS Attn: Mike Milligan,Sr.Network Admin Attn: David Olson,Account Manager Address: 13125 Ste'Hall Boulevard Address: 12901 SE 97ffi Avenue, Suite 400 Tigard,Oregon 97223 Clackamas,Oregon 97015 Phone: (503) 718-2528 Phone: (503) 513-9979 Email: mikemi@tiggrd-oL.gov Email: dolsonnstructured.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. 9 1 P a1 e 13. Merger This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by an Consultant,which does not represent clients on matters contrary to City interests. Further, Consultant shall not engage sm-ices of an Consultant and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services of an Consultant and/or other professional who individually,or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have five (5) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 10 (B-3) of this agreement. 15. Force Majeure Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten days from the beginning of such delay,notify the other parts 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 v ithout additional cost. 10 111 18. Extra (Changes)Work Only the City's Project Manager may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. Governing Law The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 20. Compliance With Applicable Law Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,279B,and 279C. 21. Conflict Between Terms It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 22. Access to Records City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 23. Audit Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement,and to assure adequate performance and accurate expenditures within the contract period. Consultant agrees to permit City,the State of Oregon,the federal government,or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 24. Severability In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 25. Representations and Warranties Consultant represents and warrants to the City that: A. Consultant has the power and authority to enter into and perform this Agreement. B. This Agreement, when executed and delivered, is a valid and binding obligation of Consultant, enforceable in accordance with its terms. 11 ' atic C. Consultant (to the best of Consultant's knowledge,after due inquiry), for a period of no fewer than six calendar years (or since the firm's inception if less than that) preceding the effective date of this Agreement, faithfully has complied with: 1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316,317,and 318; 2) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, to Consultant's property, operations, receipts, or income, or to Consultant's performance of or compensation for any work performed by Consultant; 3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant, or to goods, services, or property, whether tangible or intangible, provided by Consultant;and 4) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. D. Any intellectual property rights or such delivered to the City under this Agreement, and Consultant's services rendered in the performance of Consultant's obligations under this Agreement, shall be provided to the City free and clear of any and allrestrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind. 26. Compliance with Tax Laws A. Consultant must, throughout the duration of this Agreement and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions described in subsection 25.C. 1) through 4) of this Agreement. B. Any violation of subsection A of this section shall constitute a material breach of this Agreement. Further, any violation of Consultant's warranty, in subsection 25.0 of this Agreement,that the Consultant has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Agreement. Any violation shall entitle the City to terminate this Agreement, to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of the remedies available under this Agreement,at law,or in equity,including but not limited to: 1) Termination of this Agreement,in whole or in part; 2) Exercise of the right of setoff,and withholding of amounts otherwise due and owing to Consultant,in an amount equal to State's setoff right,without penalty;and 3) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The City shall be entitled to recover any and all damages suffered as the result of Consultant's breach of this Agreement, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing a replacement Consultant. 121 age These remedies are cumulative to the extent the remedies are not inconsistent, and the City may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. 27. Complete Agreement This Agreement,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A shall control. No waiver,consent,modification,or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent,modification, or change if made,shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Consultant,by the signature of its authorized representative,hereby 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 ST COMMUNICATION SYSTEMS,INC. /2� — (A By: Aarty''ii a�i+e, anager By:A thorized Contractor Representative 1^ 3 to I z,I Uts Date Date 131P ,1ge EXHIBIT A SCOPE OF SERVICES Based upon discussions held between City and Consultant, the Cit;wishes to engage Consultant to reconfigure the production VMware environment to accommodate 10GbE and allow for greater fault tolerance and to to correct problems which are being witnessed within the existing DFS deployment as it operates today. VMware Utilizing hardware which is currently onsite at the City, Consultant shall review and reconfigure VMware (1 vCenter server and 4 Hosts) for the VMware Plus licensing and greater fault tolerance. During validation of this change Consultant will install new 10GbE NICs to the VMware hosts. The production Nimble array will be updated with 10GbE NICs as well. Two Juniper EX43xx switches will be configured to route between the existing iSCSI and data networks as required to complete deliverables. This may require changes to both the VMware hosts and the current data network switches. Once all components are in order the VMV'are hosts and Nimble array will be reconfigured to communicate on the 10GbE network. DFS Current discussions indicate that DFS is operating in a split brain manner, specifically there is more than one server hosting files and the files are not synchronizing properly to all servers. Consultant shall review the existing deployment and if synchronization can be corrected it will, otherwise rebuild of DFS will be performed. Findings and options will be discussed prior to any changes. Any services, tasks or other responsibilities not specifically identified within this document are out of scope. CONSULTANT DELIVERABLES Consultant shall provide the Deliverables listed below to the City during and upon completion of the project. The City's acceptance of all listed Deliverables will complete Consultant's responsibility for this project. To indicate acceptance,the City shall sign a Deliverable Acceptance Form. VMWARE 1. Configuration of(2)Juniper EX43xx switches a. Juniper switches will updated to the JTAC recommended version. b. Juniper EX switches will be configured in a Virtual-Chassis c. A single VLAN will be created for the iSCSI network, and up to 10 mirrored from the existing environment. d. Connections will be made to the legacy iSCSI switches and the current data network. e. Juniper EX switches will be configured to route between the data network and the iSCSI network. 2. Update VMWare to take advantage of Plus licensing fault tolerance. a. Specifically configure to allow for VM migrations (vmotion) for during business hours maintenance. 3. Install and verify operation of 1 NIC per host(4 hosts). 4. Install and verify operation of 1 NIC per controller in Nimble SAN (2 controllers). 5. Reconfigure VMware to take advantage of iSCSI over 10GbE network. 14g�, DFS Consultant shall provide the Deliverables listed below to City of Tigard during and upon completion of the project. City's acceptance of all listed Deliverables will complete Consultant's responsibility for this project. To indicate acceptance,the City will sign the Deliverable Acceptance Form. 1. Assessment of DFS as it currently stands. 2. Provide stop loss methods allowing for project completion. 3. Remediate DFS synchronization issues. CITY DELIVERABLES The City shall provide the following to the Consultant in order to ensure a successful implementation. Delay in providing these requirements will impact Consultant's ability to complete this project in a timely manner. 1. Full administrative access as needed to VMware, Nimble SAN, and networking components in order to complete the above deliverables. 2. Documentation of existing local network as needed to properly integrate new switches. 3. All hardware,cabling,and licensing required to complete tasks at hand. 4. Juniper EX switches racked,ready for power and configuration. 5. IP's for assignment as needed in the appropriate networks. a. Suggested to have available- 10 IP's in iSCSI range and 3 in server/management range. 6. Physical and/or remote access (as needed) to systems in order to process changes. 7. Domain administrator level access permissions. 8. IT staff availability to provide access or answers as needed. GENERAL ASSUMPTIONS Successful completion of this engagement is contingent upon the City's performance of its responsibilities and the accuracy of the assumptions set out below. To the extent (i) the City fails to meet its obligations under this Scope of Services or (ii) the assumptions identified below are not accurate, timelines and milestone dates shall be reasonably adjusted and any additional services required as a result will be billed to,and paid for by,the City at Consultant's standard rates on a time and materials basis,unless otherwise agreed by the Parties. • Consultant(s) shall have adequate administrative access and connectivity to perform the tasks required for the project. • Existing relevant documentation, diagrams, and/or interviews with key staff will be provided by the City to ensure timely delivery of product. • City shall provide the necessary resources (equipment,staf� required for all deliverables. • All communications,which affect the technical aspects of the project, must be directed through the Consultant's Project Manager. • Any additional labor or materials requested by City, not included in the scope of this Statement of Work will constitute a Change Request. • Adequate staffing and project management is included in this response. If the City unexpectedly accelerates the stated time line in their request, a Change Order may be generated to cover additional staffing or overtime to meet the new deadlines. • Any work beyond that stated in this Statement of Work must be mutually agreed to by the City and Consultant and will be performed at the standard hourly-rate. • Any on-site skill transfer supplements, but does not replace, the manufacturer's formal system implementation and administration classes. • No formal end user training is included in this Statement of Work. Formal end user training is available from vendor authorized training centers for an additional cost. • City shall provide timely management decisions, approvals and acceptances as reasonably requested by Consultant. • City shall provide assistance as reasonably requested by Consultant to obtain timely services and cooperation from any third party providers that are providing products or services to City that are related to,interact with,or are necessary for the Services. • City shall appoint a single project manager to operate as the day-to-day point of contact and management decision-maker for this project. 16 1 P a g c EXHIBIT B CONSULTANT'S PROPOSAL 17 1 11agc CORPORATE HEADQUARTERS structuredClack ma ,O Avenue,Suite 400 a,. Clackamas,OR 97015 bridging people, business&technol Tel:(503)5'� Fax(503)513-463-46 9 o9Y00 Ru 8/17/2015 Mike Milligan Senior Network Admin City of Tigard 13125 SW Hall Blvd Tigard, OR 97223 Reference: City of Tigard-Nimble upgrades SOW Name: SOW—Short Time Materials v6 Project ID:201507-41500 Dear Mike: Structured Communication Systems, Inc. is pleased to present this Statement of Work for your review, approval and signature. Our Engineer, Errin Keeling, has prepared this Statement of Work to describe the steps to be taken in order to update the current iSCSI communications to 10GbE. For your convenience,we have provided a checklist of the items required to execute this Statement of Work. Statement of Work (to be signed and returned in its entirety) Customer Purchase Order (City of Tigard provided) Please complete and fax the documents noted above to: David Olson Structured Communication Systems, Inc. Office(503)513-4583 Order Fax(888) 729-0997 We appreciate the opportunity to submit this proposal and look forward to working with you. Please call me if you have any questions. Sincerely, David Olson Account Manager wwv,%structured.corn 1.800.881.0902 CORPORATE HEADQUARTERS structure Clack m ,O Avenue,Suite 400 Clackamas,OR 97015 Tel:(503)513-9979 J bridging people, business$technology"" Fax(503)513-4600 Structured Communication Systems, Inc. Statement of Work For City of Tigard - Nimble upgrades Project ID: 201507-41500 Revision 1. 1 8/18/2015 Provided by: Structured's Storage/Systems Practice w:vw.strurtured.ccm 1.800.881.0902 structured City of Tigard - Nimble upgrades / bridging people,business&technology'" Table of Contents 1 Confidentiality Agreement................................................................................................................................................................4 2 Description of Scope and Professional Services............................................................................................................................4 3 Structured Deliverables....................................................................................................................................................................5 4 City of Tigard Deliverables...............................................................................................................................................................5 5 General Project Assumptions..........................................................................................................................................................6 6 Change Control and Cancellations.................................................................................................................................................6 6.1 Change Control.......................................................................................................................................................................7 6.2 Cancellation.............................................................................................................................................................................7 7 Professional Service Scheduling and Fees............................................................................................................................... 7 7.1 Initiation of Work and Scheduling...........................................................................................................................................7 7.2 Staff and Credentials...............................................................................................................................................................7 7.3 Estimated Consulting Charges...............................................................................................................................................7 7.4 Travel&Expenses..................................................................................................................................................................8 7.5 Invoice Instructions..................................................................................................................................................................9 8 Standard Terms and Conditions...................................................................................................................................................10 C'.N_TP.7u 811 7/%015 Fege 3 of 19 F:lrucluli'_f m-,Inc, --I t;: Lfrin Kc:;lirrg Ir��ii=I Ncre: j Structured City of Tigard - Nimble upgrades bridging people,business&technology'" Client: Mike Milligan Provider: David Olson Senior Network Admin Account Manager City of Tigard Tel:(503)513-4583 13125 SW Hall Blvd Fax:(503)513-4600 Tigard,OR 97223 Order Fax: (888) 729-0997 Tel:(503)718-2528 E-mail:dolson@structured.com E-mail:mikemi@tigard-or.gov 1 Confidentiality Agreement This Statement of Work contains information from Structured Communication Systems, Inc, that is confidential and privileged. The information is intended for the private use of City of Tigard in evaluating Professional Services partners. By accepting this Statement of Work you agree to keep the contents of this document in confidence and not copy,disclose,or distribute without written request to and written confirmation from Structured Communication Systems, Inc. If you are not the intended recipient, be aware any disclosure, copying, or distribution of the contents of this document is prohibited. 2 Description of Scope and professional Services Based upon discussions held between City of Tigard and Structured Communication Systems, Inc. ("Structured"), City of Tigard wishes to engage Structured to reconfigure the production VMware environment to accommodate 10GbE and allow for greater fault tolerance. Utilizing hardware which is currently onsite,Structured will review and reconfigure VMware(1 vCenter server and 4 Hosts)for the VMware Plus licensing and greater fault tolerance. During validation of this change Structured will install new 10GbE NICs to the VMware hosts.The production Nimble array will be updated with 10GbE NICs as well. Two Juniper EX43xx switches will be configured to route between the existing iSCSI and data networks as required to complete deliverables. This may require changes to both the VMware hosts and the current data network switches. Once all components are in order the VMWare hosts and Nimble array will be reconfigured to communicate on the 10GbE network. Any services,tasks or other responsibilities not specifically identified within this document are out of scope. SaYTM6 8/17.'2016 P;;oe 4 of 19 uciur:::t C:x rnur,ic .li,%n Sy,2fcnis.Inc. Cres,ec'.by:Lrrin Ke:line, Ir iii:l Here: structured City of Tigard - Nimble upgrades / bridging people,business&technology'" 3 Structured Deliverables Structured will provide the Deliverables listed below to City of Tigard during and upon completion of the project. City of Tigard's acceptance of all listed Deliverables will complete Structured's responsibility for this project. To indicate acceptance,City of Tigard will sign the Deliverable Acceptance Form. 1. Configuration of(2)Juniper EX43xx switches a. Juniper switches will updated to the JTAC recommended version. b. Juniper EX switches will be configured in a Virtual-Chassis c. A single VLAN will be created for the iSCSI network, and up to 10 mirrored from the existing environment. d. Connections will be made to the legacy iSCSI switches and the current data network. e. Juniper EX switches will be configured to route between the data network and the iSCSI network. 2. Update VMWare to take advantage of Plus licensing fault tolerance. a. Specifically configure to allow for VM migrations(vmotion)for during business hours maintenance. 3. Install and verify operation of 1 NIC per host(4 hosts). 4. Install and verify operation of 1 NIC per controller in Nimble SAN(2 controllers). 5. Reconfigure VMware to take advantage of iSCSI over 10GbE network. 4 City of'Tigard Deliverables City of Tigard will provide the following to Structured in order to ensure a successful implementation. Delay in providing these requirements will impact Structured's ability to complete this project in a timely manner. 1. Full administrative access as needed to VMware, Nimble SAN,and networking components in order to complete the above deliverables. 2. Documentation of existing local network as needed to properly integrate new switches. 3. All hardware,cabling,and licensing required to complete tasks at hand. 4. Juniper EX switches racked,ready for power and configuration. 5. IP's for assignment as needed in the appropriate networks. a. Suggested to have available-10 IP's in iSCSI range and 3 in server/management range. SCW-.' TM6 8/17i2015 Page 5 of 12 StruduiCft C{'fiiiiiUr1F;",tl3il 'vri;;yiI:S,Inc. Cre0r.;i by:L;rin Kvdi. ig Inid;I Hero: Il ' structured City of Tigard - Nimble upgrades bridging people,business&teohnology"" 5 General Project Assumptions Successful completion of this engagement is contingent upon City of Tigard's performance of its responsibilities and the accuracy of the assumptions set out below. To the extent(i) City of Tigard fails to meet its obligations under this Statement of Work or(ii)the assumptions identified below are not accurate,timelines and milestone dates shall be reasonably adjusted and any additional services required as a result will be billed to,and paid for by, City of Tigard at Structured's standard rates on a time and materials basis, unless otherwise agreed by the parties. • Structured Consultant(s)will have adequate administrative access and connectivity to perform the tasks required for the project. • Existing relevant documentation,diagrams,and/or interviews with key staff will be provided by City of Tigard to ensure timely delivery of product. • City of Tigard will provide the necessary resources(equipment,staff)required for all deliverables. • All communications,which affect the technical aspects of the project,must be directed through the Structured Project Manager. • Any additional labor or materials requested by City of Tigard,not included in the scope of this Statement of Work will constitute a Change Request. • Adequate staffing and project management is included in this response. If City of Tigard unexpectedly accelerates the stated time line in their request,a Change Order may be generated to cover additional staffing or overtime to meet the new deadlines. • Any work beyond that stated in this Statement of Worts must be mutually agreed to by City of Tigard and Structured and will be performed at the standard hourly rate. • Any on-site skill transfer supplements,but does not replace,the manufacturers formal system implementation and administration classes. • No formal end user training is included in this Statement of Work. Formal end user training is available from vendor authorized training centers for an additional cost. • City of Tigard will provide timely management decisions,approvals and acceptances as reasonably requested by Structured. • City of Tigard will provide assistance as reasonably requested by Structured to obtain timely services and cooperation from any third party providers that are providing products or services to City of Tigard that are related to,interact with,or are necessary for the Services. • City of Tigard will appoint a single project manager to operate as the day-to-day point of contact and management decision-maker for this project. 6 Change Control and Cancellations SOW M6 8!1//iG15 Page E of 17 rurau;cr_i Cc;nrrr rri .tion Sy::}c rns,Ir Crested by:Urin Keding Inh;F1 He-.re: l� structured City of Tigard - Nimble upgrades bridging people,business&technology'" 6.1 Change Control Both Structured and City of Tigard must approve any changes to the schedule,tasks, deliverables,terms, or pricing presented in this document. To request a change,the requesting party(Structured or City of Tigard)must provide a Change Order to the other party in writing. The Structured Project Manager will review the Change Order and its impact on the project. If both parties agree to the Change Order,the Project Manager will incorporate the change into the project plan and manage the change accordingly. 6.2 Cancellation City of Tigard will make all reasonable efforts to notify Structured of any cancellation or postponement of the services to be performed under this Statement of Work. If City of Tigard does not notify Structured of the cancellation of a mutually agreed upon service appointment,then Structured will charge a cancellation fee equal to a minimum of two(2)hours of the prevailing standard hourly rate. Cancellation shall not relieve City of Tigard's obligation to pay all fees and expenses that have accrued due to preparation for the service. 7 Prafessional Service Scheduling and Fees 7.1 Initiation of Work and Scheduling Once Structured has received a signed Statement of Work, Structured will identify the staffing for this project within two weeks. Project staffing and activities will be scheduled based upon the date the signed Statement of Work is received by Structured. Structured staff will work with City of Tigard to determine the project schedule and estimated completion date. 7.2 Staff'and Credentials The Structured staff consists of consultants with a broad range of practical engineering backgrounds and expertise. Structured will draw upon this extensive pool of engineering talent to meet the diverse technical requirements of today's complex network and server environments. Structured will determine the appropriate staff to assign to the project based upon the requirements of the engagement and the experience, skills and availability of the Structured engineering staff. Structured is uniquely qualified to undertake this project because of Structured's extensive experience designing, implementing, and optimizing complex networks in the distributed,multi-protocol computing environment. 7.3 Estimated Consulting Charges Consulting charges are estimated based on the project as defined in this Statement of Work. The hourly rate for this effort will be$200 per standard business hour. All durations and prices quoted herein are estimates only. Work will be billed at actual costs incurred. All services are provided during standard business hours(Monday- S V+` TMo PF-2e"/of 12 �){i UC:I ISi:`ci C;i1P11i).lid::::U;iY1.ri;,:`f:lilB,Ii1C. CiCL'.1C:;!�.?;': Lfflll��C:i�1i lCi Ii71fl�•�li:)i C: 11 11 City of Tigard - Nimble upgrades . structured bridging people,business&teohnology" Friday, 8AM-5PM)excluding company holidays. Any work done outside of this time period will be billed at one and one-half times the standard hourly rate. Should the scope of the engagement go outside the contents of this Statement of Work and require additional consulting hours,these hours will be billed on an hourly basis to City of Tigard at the rate of$200 per standard business hour. Any items that fall outside the scope of this project should be reviewed and agreed to with a written Change Order signed by Structured and City of Tigard prior to starting the additional work. Professional Services Description Est.Duration Est.Cost VMware Reconfigurations 12 $2400 10GbE switching and NICs 12 $2400 Total Estimated Project Cost H24 $4$QQ 7.4 Travel&Expenses The consulting costs are exclusive of any required Travel and Expense charges. City of Tigard will be billed for the actual and reasonable expenses incurred for agreed upon events. If City of Tigard wants Structured to follow certain travel expense guidelines,these guidelines must be provided prior to the time travel arrangements are made. Structured will review these proposed guidelines and make reasonable effort to adhere to them as long as they are not in conflict with Structured's travel policies. SO.: TP 76 3/1 111201b Paoe8of12 f cu tura,Gc,nrnur7ic aic;n Sysl.c rns,Inc. crei.A^a by:i_rri! Ker1hp Iniii l Here: structured City of Tigard - Nimble upgrades bridging people,business&technology" 7.5 Invoice Instructions An invoice for the Professional Services described in this Statement of Work will be sent to City of Tigard on a weekly basis as services are performed. Commencement of a project may occur prior to the arrival of Structured's personnel at the customer's location due to planning and preparation activities. City of Tigard instructs Structured to submit the invoice and accompanying documentation to: Name Copy to: Address Phone Fax Purchase Order# • Prices are valid for 30 days from the date of this Statement of Work. • City of Tigard representative signature below hereby attests and acknowledges that in the event that his/her company does not issue a Purchase Order prior to commencement of the service listed herein,this Agreement shall serve as the Purchase Order for this effort • Structured's Standard Terms and Conditions, as stated in Section 8: Standard Terms and Conditions, will govern this Statement of Work. There shall be no force or effect to any different or additional terms of any related purchase order, confirmation or similar form even if signed by the parties after the date hereof. Accepted and Agreed to by: for for City of Tigard Structured Communication Systems, Inc. Signature of Authorized Signatory Signature of Authorized Signatory Printed Name of Signatory Printed Name of Signatory Title Title Date Date ;'C?.ti TF,V, £31182015 Pepe 0 of 1? S4 uch rc:a C ernmunic li n`ysicni:;,Inc,. reg'^f i y: Lrrin Y.roGr Inilb:!H,,,,(..: 1! City of Tigard - Nimble upgrades structured bridging people,business&technology'" 8 Standard Terms and Conditions 1. PAYMENT TERMS. Structured Communication Systems,Inc.(SCS)standard terms are Net 20,unless otherwise noted on a SCS sales order form or quotation. Payments for products and/or services are to be within the standard terms ofNet 20. Products will be invoiced to the Customer upon delivery to customer site or storage facility. Storage facility can be customer location or a SCS warehouse. Services will be invoiced to the Customer weekly,unless otherwise specified. Appropriate taxes and shipping&handling charges will be added at the time of invoicing. Shipment terms are FOB origin. If payment is not made within terms,the outstanding balance will be assessed interest at the rate of one and one-half percent(1.50/6),or the maximum rate allowable by law,whichever is less. Failure to make payment obligation constitutes Default,as outlined in Section 6,herein. Customers shall famish financial information as SCS may from time to time request to determine Customer's credit worthiness. All sales are subject to credit approval. 2. RETURNS. SCS's cancellation and return policies are subject to the applicable manufacturer cancellation and return policy, and may be modified at any time without notice. Please note that in certain circumstances software may not be eligible for return. All returns MUST be pre-authorized by SCS in writing with a Returned Merchandise Authorization(RMA). Based upon the manufacturer's policies,returns may be subject to a minimum re-stocking fee. All equipment must be packaged as if it had not been opened(i.e.,all original boxes,manuals,etc.). Equipment returned not packaged as such, or not authorized WILL NOT be accepted by SCS, and Customer will be obligated to pay the entire invoice due. 3. CONFIDENTIALITY. In the course of furnishing products or services hereunder,SCS may have access to confidential and proprietary information and materials of Customer or its clients("Confidential Information'). Confidential Information includes,and is not limited to,information related to past,present or future research,development or business affairs,any proprietary products,materials or methodologies,or any other information which provides Customer or its clients with a competitive advantage.Confidential Information shall be used by SCS only in conjunction with furnishing products or services hereunder. 4. INDEPENDENT CONTRACTORS. The parties are independent contractors.Neither party is an employee, agent or representative of the other party. Neither party shall have any right,power,or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an association,joint venture,or partnership between the parties nor imposes any partnership liability upon either party. 5. NON-SOLICITATION. Both parties agree not to knowingly recruit,solicit or engage the services or employment of any of the other party's current employees during the term of the engagement as outlined in the applicable Statement of Work and for a period of one(1)year following end of the engagement,without the prior written permission of the other party. Notwithstanding,nothing herein shall act as a restriction on either party generally advertising or posting job and consulting opportunities and any party may engage the services of any person that responds to such general advertisings or postings. 6. EVENTS OF DEFAULT. Customer shall be in default under these terms immediately upon the happening of any of the following events: (a)if Customer fails to meet any of its payment obligations under these terms; (b)if Customer becomes insolvent, becomes the subject of a voluntary or involuntary petition in bankruptcy or any other form of judicial reorganization or supervision,has a receiver appointed for its business,enters into any arrangement with creditors or otherwise is unable to pay its debts as they become due; (c)if Customer violates any of the terms,conditions,or restrictions contained herein;or(d)if Customer misrepresents any fact to SCS concerning Customer,Customer's financial condition,Customers business activities,Customer's performance of these terms. 7. SECURITY INTEREST. Customer agrees that all products sold to Customer will be secured by a security interest in such products and any proceeds thereof and any receivables related thereto until SCS is paid for such products.Customer agrees to execute financing documents,UCCs, a security agreement and/or such other documentation and take such other actions as SCS may require evidencing and perfecting its security interest. :.'O'.:'_TH6 8/17/2015 Pace 10 c 1; Firut ui(.d Co-i rnunica kii Svsi rtes,Inc. CrceAed by: Lain Kcr.lirzl Ir iii:l Here: structured City of Tigard - Nimble upgrades bridging people,business&technology" 8. LEVHTED WARRANTIES. 8.1 PRODUCT WARRANTY. PRODUCT WARRANTIES(IF ANY)ARE PROVIDED BY THE MANUFACTURER OF THE PRODUCT(S)AND,TO THE EXTENT APPLICABLE,SCS WILL PASS-THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED BY THE MANUFACTURER. CUSTOMER MAY ALSO BE REQUIRED TO ENTER INTO OR ACCEPT THE TERMS OF A SOFTWARE LICENSE AGREEMENT OR AN END-USER LICENSE AGREEMENT AS MAY BE REQUIRED BY THE MANUFACTURER OF THE PRODUCTS. CUSTOMER ACKNOWLEDGES THAT SCS SHALL HAVE NO LIABILITY FOR PRODUCT WARRANTIES. 8.2 SERVICE WARRANTY. SCS WARRANTS THAT: (1) ALL SERVICES PERFORMED HEREUNDER WILL BE PERFORMED IN A GOOD AND WORKMAN LIKE MANNER, FREE FROM NEGLIGENT, DEFECTIVE OR DEFICIENT WORKMANSHIP AND CONSISTENT WITH THE BEST PRACTICE IN THE INDUSTRY AND THAT SUCH SERVICES AND ANY DELIVERABLES PROVIDED PURSUANT THERETO WILL CONFORM TO THE STATEMENT OF WORK AND(II)SCS HAS ALL LICENSES NECESSARY TO PERFORM THE SERVICES AND WILL PERFORM THE SERVICES IN STRICT COMPLIANCE WITH APPLICABLE LAW. 8.3 DISC •ASR OF UNSTATED WARRANTIES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,SCS MAKES NO OTHER WARRANTIES WHATSOEVER TO CUSTOMER AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 9. LIlVIITATION OF LIABRJTY. UNDER NO CIRCUMSTANCES SHALL SCS BE LIABLE TO CUSTOMER FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, PROFITS, REVENUE, DATA, OR BUSINESS)ARISING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE PRODUCT AND/OR SERVICES PROVIDED BY SCS. THIS EXCLUSION SHALL APPLY REGARDLESS OF WITHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF CONTRACT,BREACH OF WARRANTY,NEGLIGENCE,STRICT LIABILITY IN TORT,OR ANY OTHER LEGAL OR EQUITABLE THEORY. SCS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH FURNISHING PRODUCTS AND/OR SERVICES TO CUSTOMER SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO SCS FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. NO ACTION,REGARDLESS OF FORM,ARISING OUT OF THESE TERMS OR THE SALE OF THE PRODUCTS TO CUSTOMER HEREUNDER MAY BE BROUGHT AGAINST SCS MORE THAN ONE YEAR AFTER THE DATE OF ACCRUAL OF THE CAUSE OF ACTION. 10. MISCELLANEOUS. 10.1 FORCE MAJEURE. SCS shall have no obligation or liability whatsoever arising out of or in connection with any delay or failure to perform any of its covenants or obligations under these terms,or any loss or damage incurred by Customer as a result thereof,if such delay or failure is caused,in whole or in part,either directly or indirectly,by act of God,fire,war,riot,civil insurrection,accident,embargo,governmental priority,shortage or failure of supply of materials,strikes or other labor trouble,changes in production schedules,discontinuance of any service,decree or order of any court or govemment,or any other occurrence,act,cause or thing beyond the control of SCS. 10.2 OFFSETS. SCS may offset any sums due from Customer to SCS against any sums SCS owes Customer. Customer shall have no right to any credits,deductions or offsets without prior written approval from SCS. 103 BINDING EFFECT. All rights,remedies and liabilities herein given to or imposed upon the parties shall extend to,inure to the benefit of and bind,as the circumstances may require,the parties and their respective heirs,personal representatives,successors and, insofar as these term is assignable by the temrs hereof assigns. 10.4 ATTORNEYS' FEES. hi the event Customer fails to pay any sums owing to SCS under these terms, Customer shall reimburse SCS for all collection costs and expenses,including without limitation reasonable attorneys'fees,incurred by SCS in collecting such sums. In addition,if litigation is commenced by either party to enforce any provision of these terms,or by reason of any breach of these terms,the pre%ailing party shall be entitled to recover reasonable costs and attorneys'fees,both at trial and on appeal. Sib'J_TP10 8;1//i01� F,:,je 11 ci 19 rirlicilif(J col'inizinic.lion„V;31!;ii l: I;Ic. Crer:aod k;,,:Lnln lSachog IrtiflE l)-i('Iti: City of Tigard - Nimble upgrades structured bridging people,business&technology"' n.•P 10.5 APPLICABLE LAW. This agreement shall be interpreted and construed in accordance with the laws of the State of Oregon, without giving effect to its principles of conflicts of law. 10.6 ENTIRE AGREEMENT. These Standard Terns and Conditions constitute the entire agreement between the parties with respect to this subject matter,and supersede all prior and contemporaneous discussions,communications and agreements with respect thereto. There shall be no force or effect to any different or additional terms of any related purchase order,confirmation or similar form even if signed by the parties atter the date hereof. `''✓`NTM6 811//201b F ge 12 ci 12 Sinxturca Gcrnmunic,a+c'n F,y;1r nis,Irz. Crested bv: Lrrin:;.rcling Initis:l hcrc: A d CORPORATE HEADQUARTERS t rust u re Clack ma ,O Avenue,Suite 400 Clackamas,OR 97015 979 bridging people, business&technol Tel:((503 5 3-460 49Y� Fax:(503)513-4600 6/19/2015 Mike Milligan Senior Network Admin City of Tigard 13125 SW Hall Blvd Tigard,OR 97223 Reference: City of Tigard-DFS project SOW Name: SOW-City of Tigard-DFS project Project ID:201506-41137 Dear Mike: Structured Communication Systems, Inc. is pleased to present this Statement of Work for your review, approval and signature. Our Engineer, Errin Keeling, has prepared this Statement of Work to describe the assessment and remediation of the current deployment of DFS. For your convenience,we have provided a checklist of the items required to execute this Statement of Work. Statement of Work (to be signed and returned in its entirety) Customer Purchase Order (City of Tigard provided) Please complete and fax the documents noted above to: David Olson Structured Communication Systems, Inc. Office(503)513-4583 Order Fax(888) 729-0997 We appreciate the opportunity to submit this proposal and look forward to working with you. Please call me if you have any questions. Sincerely, David Olson Account Manager \A WVv.Structured.,.om 1.800.881.0962 structure CORPORATE HEADQUARTERS 12901 SE 97th Avenue,Suite 400 Clackamas,OR 97015 brill in people, business$technol Tel:(503) 513-4 0 � 9 P P �,M Fax(503)513600 Structured Communication Systems, Inc. Statement of Work For City of Tigard - DFS project Project ID: 201506-41137 Revision 1.0 6/19/2015 Provided by: Structured's Storage/Systems Practice W-MAI.StIlIcturod.c.orn 1.800.881.0962 structured City of Tigard / bridging people,business&technology'" DFS project Table of Contents 1 Confidentiality Agreement................................................................................................................................................................4 2 Description of Scope and Professional Services............................................................................................................................4 3 Structured Deliverables....................................................................................................................................................................5 4 City of Tigard Deliverables...............................................................................................................................................................5 5 General Project Assumptions..........................................................................................................................................................6 6 Change Control and Cancellations.................................................................................................................................................6 6.1 Change Control.......................................................................................................................................................................7 6.2 Cancellation.............................................................................................................................................................................7 7 Professional Service Scheduling and Fees....................................................................................................................................7 7.1 Initiation of Work and Scheduling...........................................................................................................................................7 7.2 Staff and Credentials...............................................................................................................................................................7 7.3 Estimated Consulting Charges...............................................................................................................................................7 7.4 Travel&Expenses..................................................................................................................................................................8 7.5 Invoice Instructions..................................................................................................................................................................9 8 Standard Terms and Conditions...................................................................................................................................................10 S`;' l-City of Tigard-DFS project 61;9/ 015 Fage 3 of 12 Str!idurA C.:,nrnunicc:ticn syasrris,Inc. Cm-,,tcd by:Lrrin Ko-ding Init_I heat: I structured City of Tigard bridging people,businew&technology' DFS project Client: Mike Milligan Provider: David Olson Senior Network Admin Account Manager City of Tigard Tel:(503)513-4583 13125 SW Hall Blvd Fax:(503)513-4600 Tigard,OR 97223 Order Fax: (888) 729-0997 Tel:(503)718-2528 E-mail:dolson@structured.com E-mail:mikemi@tigard-or.gov 1 Confidentiality/Agreement This Statement of Work contains information from Structured Communication Systems, Inc, that is confidential and privileged. The information is intended for the private use of City of Tigard in evaluating Professional Services partners. By accepting this Statement of Work you agree to keep the contents of this document in confidence and not copy,disclose,or distribute without written request to and written confirmation from Structured Communication Systems, Inc. If you are not the intended recipient, be aware any disclosure, copying, or distribution of the contents of this document is prohibited. 2 Description of Scope and Professional Services Based upon discussions held between City of Tigard and Structured Communication Systems, Inc. ("Structured"), City of Tigard wishes to engage Structured to correct problems which are being witnessed within the existing DFS deployment as it operates today. Current discussions indicate that DFS is operating in a split brain manner, specifically there is more than one server hosting files and the files are not synchronizing properly to all servers. Structured will review the existing deployment and if synchronization can be corrected it will, otherwise rebuild of DFS will be performed. Findings and options will be discussed prior to any changes. Any services,tasks or other responsibilities not specifically identified within this document are out of scope. SOVV-Cit;of Tigard-DFS project 611912015 Pupae 4 of 12 Suuc'u,("dCc,ru­nunie-flan Sy_:cros,In•::. Cre«ted by: Lrrirr Kocling Iriikl Hc;a: structured City of Tigard �. bridging people,business&technology'" DFS project 3 Structured Deliverables Structured will provide the Deliverables listed below to City of Tigard during and upon completion of the project. City of Tigard's acceptance of all listed Deliverables will complete Structured's responsibility for this project. To indicate acceptance,City of Tigard will sign the Deliverable Acceptance Form. 1. Assessment of DFS as it currently stands. 2. Provide stop loss methods allowing for project completion. 3. Remediate DFS synchronization issues. 4 City of Tigard Deliverables City of Tigard will provide the following to Structured in order to ensure a successful implementation. Delay in providing these requirements will impact Structured's ability to complete this project in a timely manner. 1. Physical and/or remote access(as needed)to systems in order to process changes. 2. Domain administrator level access permissions. 3. IT staff availability to provide access or answers as needed. SOW-City of Tincard-DFS project V 91;O1 b Peige b of 12 SiructiircI C::rnrnun;::a ion Sy::;enis,Inc. Crcat d by:Lrrin I:enlir,;1 Initial Hore: structured City of Tigard bridging people,business&technoloW DFS project 5 General Project Assumptions Successful completion of this engagement is contingent upon City of Tigard's performance of its responsibilities and the accuracy of the assumptions set out below. To the extent(i)City of Tigard fails to meet its obligations under this Statement of Work or(ii)the assumptions identified below are not accurate,timelines and milestone dates shall be reasonably adjusted and any additional services required as a result will be billed to,and paid for by, City of Tigard at Structured's standard rates on a time and materials basis, unless otherwise agreed by the parties. • Structured Consultant(s)will have adequate administrative access and connectivity to perform the tasks required for the project. • Existing relevant documentation,diagrams,and/or interviews with key staff will be provided by City of Tigard to ensure timely delivery of product. • City of Tigard will provide the necessary resources(equipment,staff)required for all deliverables. All communications,which affect the technical aspects of the project,must be directed through the Structured Project Manager. • Any additional labor or materials requested by City of Tigard,not included in the scope of this Statement of Work will constitute a Change Request. • Adequate staffing and project management is included in this response. If City of Tigard unexpectedly accelerates the stated time line in their request,a Change Order may be generated to cover additional staffing or overtime to meet the new deadlines. • Any work beyond that stated in this Statement of Work must be mutually agreed to by City of Tigard and Structured and will be performed at the standard hourly rate. • Any on-site skill transfer supplements,but does not replace,the manufacturer's formal system implementation and administration classes. • No formal end user training is included in this Statement of Work. Formal end user training is available from vendor authorized training centers for an additional cost. • City of Tigard will provide timely management decisions,approvals and acceptances as reasonably requested by Structured. • City of Tigard will provide assistance as reasonably requested by Structured to obtain timely services and cooperation from any third party providers that are providing products or services to City of Tigard that are related to,interact with,or are necessary for the Services. • City of Tigard will appoint a single project manager to operate as the day-to-day point of contact and management decision-maker for this project. 6 Change Control and Cancellations —� SM City of Tigard-DFS project 09.12015 Pe.-ie E of 12 S,ruciured Comrnunic�ii<:,i Sy::1enrs,Inc. CrO,:-,d by:Lrrin I:ec,ng Inkid Here: • structured City of Tigard bridging people,business&technology"' DFS project 6.1 Change Control Both Structured and City of Tigard must approve any changes to the schedule,tasks, deliverables,terms, or pricing presented in this document. To request a change,the requesting party(Structured or City of Tigard)must provide a Change Order to the other party in writing. The Structured Project Manager will review the Change Order and its impact on the project. If both parties agree to the Change Order,the Project Manager will incorporate the change into the project plan and manage the change accordingly. 6.2 Cancellation City of Tigard will make all reasonable efforts to notify Structured of any cancellation or postponement of the services to be performed under this Statement of Work. If City of Tigard does not notify Structured of the cancellation of a mutually agreed upon service appointment,then Structured will charge a cancellation fee equal to a minimum of two(2)hours of the prevailing standard hourly rate. Cancellation shall not relieve City of Tigard's obligation to pay all fees and expenses that have accrued due to preparation for the service. 7 Professional Service Scheduling and Fees 7.1 Initiation of Work and Scheduling Once Structured has received a signed Statement of Work, Structured will identify the staffing for this project within two weeks. Project staffing and activities will be scheduled based upon the date the signed Statement of Work is received by Structured. Structured staff will work with City of Tigard to determine the project schedule and estimated completion date. 72 Staff and Credentials The Structured staff consists of consultants with a broad range of practical engineering backgrounds and expertise. Structured will draw upon this extensive pool of engineering talent to meet the diverse technical requirements of today's complex network and server environments. Structured will determine the appropriate staff to assign to the project based upon the requirements of the engagement and the experience, skills and availability of the Structured engineering staff. Structured is uniquely qualified to undertake this project because of Structured's extensive experience designing, implementing, and optimizing complex networks in the distributed,multi-protocol computing environment. 7.3 Estimated Consulting Charges Consulting charges are estimated based on the project as defined in this Statement of Work. The hourly rate for this effort will be$200 per standard business hour. All durations and prices quoted herein are estimates only. SOV" -City of Tigard-DFS project e119/2015 Pe:,e/of 12 Stwclmd Ccmrrn!roiu.Arm Systc;ms.Loc. Crc;ated L.j:Lrrh Keding Initial Hero: 11 structured City of Tigard / bridging people,business$technology'" DFS project Work will be billed at actual costs incurred. All services are provided during standard business hours(Monday- Friday, 8AM-5PM)excluding company holidays. Any work done outside of this time period will be billed at one and one-half times the standard hourly rate. Should the scope of the engagement go outside the contents of this Statement of Work and require additional consulting hours,these hours will be billed on an hourly basis to City of Tigard at the rate of$200 per standard business hour. Any items that fall outside the scope of this project should be reviewed and agreed to with a written Change Order signed by Structured and City of Tigard prior to starting the additional work. Professional Services Description Est.Duration Est.Cost Correct DFS synchronization issue 16 $3200 Total Estimated Project Cost Hours 16 3200 7.4 Travel&Expenses The consulting costs are exclusive of any required Travel and Expense charges. City of Tigard will be billed for the actual and reasonable expenses incurred for agreed upon events. If City of Tigard wants Structured to follow certain travel expense guidelines,these guidelines must be provided prior to the time travel arrangements are made. Structured will review these proposed guidelines and make reasonable effort to adhere to them as long as they are not in conflict with Structured's travel policies. SOVJ-City of Tigard-DFL project E!1 ar2l)15 P4ge+a of 17 S�ruc lured CLtlimun:cc,l'�.n i'-.-vFf1 ryas,Inc. Crc:-i,ed by:Lrrin Koclir.+;, hili-I Here: ere: 1l I structured City of Tigard bridging people,business&technology'• DFS project 7.5 Invoice Instructions An invoice for the Professional Services described in this Statement of Work will be sent to City of Tigard on a weekly basis as services are performed. Commencement of a project may occur prior to the arrival of Structured's personnel at the customer's location due to planning and preparation activities. City of Tigard instructs Structured to submit the invoice and accompanying documentation to: Name Copy to: Address Phone Fax Purchase Order# • Prices are valid for 30 days from the date of this Statement or Work. • City of Tigard representative signature below hereby attests and acknowledges that in the event that his/her company does not issue a Purchase Order prior to commencement of the service listed herein,this Agreement shall serve as the Purchase Order for this effort • Structured's Standard Terms and Conditions, as stated in Section 8: Standard Terms and Conditions, will govern this Statement of Work. There shall be no force or effect to any different or additional terms of any related purchase order, confirmation or similar form even if signed by the parties after the date hereof. Accepted and Agreed to by. for for City of Tigard Structured Communication Systems, Inc. Signature of Authorized Signatory Signature of Authorized Signatory Printed Name of Signatory Printed Name of Signatory Title Title SCN-Cit,of Tigard-OFS project 6/19/2015 Pane 9 of 12 Struc,:urc J C::rnrr:arr::,,ion Ey.-Icnis,Irc. Cro2tcd by:Lriin Koding Initi l Hca: 1 City of Tigard structured / bridging people,business&technolW DFS project Date Date 8 Standard Terms and Conditions 1. PAYMENT TERMS. Structured Communication Systems,Inc.(SCS)standard terms are Net 20,unless otherwise noted on a SCS sales order form or quotation. Payments for products and/or scrviccs are to be within the standard teams of Net 20. Products will be invoiced to the Customer upon delivery to customer site or storage facility. Storage facility can be customer location or a SCS warehouse. Services will be invoiced to the Customer weekly,unless otherwise specified. Appropriate taxes and shipping&handling charges will be added at the time of invoicing. Shipment terms are FOB origin. If payment is not made within terms,the outstanding balance will be assessed interest at the rate of one and one-halfpercent(1.50/6),or the maximum rate alloy able by law,whichever is less. Failure to make payment obligation constitutes Default,as outlined in Section 6,herein. Customers shall furnish financial information as SCS may from time to time request to determine Customers credit worthiness. All sales are subject to credit approval. 2. RETURNS. SCS's cancellation and return policies are subject to the applicable manufacturer cancellation and return policy, and may be modified at any time without notice. Please note that in certain circumstances software may not be eligible for return. All returns MUST be pre-authorized by SCS in writing with a Returned Merchandise Authorization(RMA). Based upon the manufacturer's policies,returns may be subject to a minimum re-stocking fee. All equipment must be packaged as if it had not been opened(i.e.,all original boxes,manuals, etc.). Equipment returned not packaged as such, or not authorized WILL.NOT be accepted by SCS, and Customer will be obligated to pay the entire invoice due. 3. CONFIDENTIALITY. In the course of furnishing products or services hereunder,SCS may have access to confidential and proprietary information and materials of Customer or its clients('Confidential Information'). Confidential Information includes,and is not limited to,information related to past,present or future research,development or business affairs,any proprietary products,materials or methodologies,or any other information which provides Customer or its clients with a competitive advantage.Confidential Information shall be used by SCS only in conjunction with finnishing products or services hereunder. 4. INDEPENDENT CONTRACTORS. The parties are independent contractors.Neither party is an employee, agent or representative of the other party. Neither party shall have any right,power,or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an association,joint venture,or partnership between the parties nor imposes any partnership liability upon either party. 5. NON-SOLICITATION. Both parties agree not to knowingly recruit,solicit or engage the services or employment of any of the other party's current employees during the term of the engagement as outlined in the applicable Statement of Work and for a period of one(1)year following end of the engagement,without the prior written permission of the other party. Notwithstanding,nothing herein shall act as a restriction on either party generally advertising or posting job and consulting opportunities and any party may engage the services of any person that responds to such general advertisings or postings. 6. EVENTS OF DEFAULT. Customer shall be in default under these terms immediately upon the happening of any of the following events: (a)if Customer fails to meet any of its payment obligations under these terms; (b)if Customer becomes insolvent, becomes the subject of a voluntary or involuntary petition in bankruptcy or any other form of judicial reorganization or supervision,has a receiver appointed for its business,enters into any arrangement with creditors or otherwise is unable to pay its debts as they become due; (c)if Customer violates any of the terms,conditions,or restrictions contained herein;or(d)if Customer misrepresents any fact to SCS concerning Customer,Customer's financial condition,Customer's business activities,Customer's performance of these terms. 7. SECURITY INTEREST. Customer agrees that all products sold to Customer will be secured by a security interest in such products and any proceeds thereof and any receivables related thereto until SCS is paid for such products. Customer agrees to execute financing documents,UCCs,a security agreement and/or such other documentation and take such other actions as SCS may require evidencing and perfecting its security interest. SC:N-City of Tigard-DFS praject e/19/2015 Pane 10 of 12 StrudLIR.i IriC. Crcatc-d Ly: Lrrin Koolin j Ir;iik I Frere: 11 structured City of Tigard bridging people,business&technology'" DFS project 8. LIMITED WARRANTIES. 8.1 PRODUCT WARRANTY. PRODUCT WARRANTIES(IF ANY)ARE PROVIDED BY THE MANUFACTURER OF THE PRODUCT(S)AND,TO THE EXTENT APPLICABLE,SCS WILL PASS-THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED BY THE MANUFACTURER CUSTOMER MAY ALSO BE REQUIRED TO ENTER INTO OR ACCEPT THE TERMS OF A SOFTWARE LICENSE AGREEMENT OR,AN END-USER LICENSE AGREEMENT AS MAY BE REQUIRED BY THE MANUFACTURER OF THE PRODUCTS. CUSTOMER ACKNOWLEDGES THAT SCS SHALL HAVE NO LIABILITY FOR PRODUCT WARRANTIES. 8.2 SERVICE WARRANTY. SCS WARRANTS THAT: (I) ALL SERVICES PERFORMED HEREUNDER WILL BE PERFORMED IN A GOOD AND WORKMAN LIKE MANNER, FREE FROM NEGLIGENT, DEFECTIVE OR DEFICIENT WORKMANSHIP AND CONSISTENT WITH THE BEST PRACTICE IN THE INDUSTRY AND THAT SUCH SERVICES AND ANY DELIVERABLES PROVIDED PURSUANT THERETO WILL CONFORM TO THE STATEMENT OF WORK AND(11)SCS HAS ALL LICENSES NECESSARY TO PERFORM THE SERVICES AND WILL PERFORM THE SERVICES IN STRICT COMPLIANCE WITH APPLICABLE LAW. 83 DISCLAEKER OF UNSTATED WARRANIUS. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,SCS MAKES NO OTHER WARRANTIES WHATSOEVER TO CUSTOMER AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SCS BE LIABLE TO CUSTOMER FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL., INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, PROFITS, REVENUE, DATA, OR BUSINESS)ARISING FROM, OR IN ANY WAY RELATED TO THESE TERMS OR THE PRODUCT AND/OR SERVICES PROVIDED BY Sia. UI IIS EXCLUSION SHALL APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF CONTRACT,BREACH OF WARRANTY,NEGLIGENCE,STRICT LIABILITY IN TORT,OR ANY OTHER LEGAL OR EQUITABLE THEORY. SCS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH FURNISHING PRODUCTS AND/OR SERVICES TO CUSTOMER SHALL BE LIMITED TED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO SCS FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. NO ACTION,REGARDLESS OF FORM,ARISING OUT OF THESE TERMS OR THE SALE OF THE PRODUCTS TO CUSTOMER HEREUNDER MAY BE BROUGHT AGAINST SCS MORE THAN ONE YEAR AFTER THE DATE OF ACCRUAL OF THE CAUSE OF ACTION. 10. MISCELLANEOUS. 10.1 FORCE MAJEURE. SCS shall have no obligation or liability whatsoever arising out of or in connection with any delay or failure to perform any of its covenants or obligations under these terms,or any loss or damage incurred by Customer as a result thereof,if such delay or failure is caused,in whole or in part,either directly or indirectly,by act of God,fire,war,riot,civil insurrection,accident,embargo,governmental priority,shortage or failure of supply of materials,strikes or other labor trouble,changes in production schedules,discontinuance of any service,decree or order of any court or government,or any other occurrence,act,cause or thing beyond the control of SCS. 10.2 OFFSETS. SCS may offset any sums due from Customer to SCS against any sums SCS owes Customer. Customer shall have no right to any credits,deductions or offsets without prior written approval from SCS. 10.3 BINDING EFFECT. All rights,remedies and liabilities herein given to or imposed upon the parties shall extend to,inure to the benefit of and bind,as the circumstances may require,the parties and their respective heirs,personal representatives,successors and, insofar as these terms is assignable by the terms hereof,assigns. 10.4 ATTORNEYS' FEES. In the event Customer fails to pay any sums owing to SCS under these terms, Customer shall reimburse SCS for all collection costs and expenses,including without limitation reasonable attorneys'fees,incurred by SCS in collecting :''J`.h'-City of Tigard-F)FS rrcject e!19/2015 Page 11 of 12 Ftrurlur::j C:;rr rnur is iir:n Sy ic,r;is,Inc. Croeaect by:Lain t:cxairx; Inik. Hcrc l structured City of Tigard brid in people,busirms;&techn DFS project 9 9 P P da9Y such sums. In addition,if litigation is commenced by either parry to enforce any provision of these terms,or by reason of any breach of these terms,the prevailing party shall be entitled to recover reasonable costs and attorneys'fees,both at trial and on appeal. 10.5 APPLICABLE LAW. This agreement shall be interpreted and conshued in accordance with the laws of the State of Oregon, without giving effect to its principles of conflicts of law. 10.6 ENTIRE AGREEMENT. These Standard Terms and Conditions constitute the entire agreement between the parties with respect to this subject matter, and supersede all prior and contemporaneous discussions,communications and agreements with respect thereto. There shall be no force or effect to any different or additional terms of any related purchase order,confirmation or similar form even if signed by the parties after the date hereof. SC'.^.'-City of Tin:rd-DFS project C11912016 Page 12 of 12 `:ructurel Coryvnur,`csrtion SyAcrns,Inc. 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