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HomeMy WebLinkAboutC2014-010 - 1/21/2014 - Approved S o L U T I o N S N5K & N2K Switch Installation Statement of Work No. SAN-0139b By and Between City of Corpus Christi 1201 Leopard St Fl 4th Corpus Christi, TX, 78401 Attention: John Spiess johns @cctexas.com And Sigma Technology Solutions, Inc. 422 E. Ramsey Road San Antonio, TX 78216 Phone: 210-348-9876 Fax: 210-348-9124 Submission Date: 1/7/2014 Valid for thirty(30)days from submission date 2014-010 1/21/14 M2014-008 Sigma Solutions INDEXED S161114 City of Corpus Christi S O L U T I O N S SOW for N5K N2K EXECUTIVE SUMMARY PROJECT OVERVIEW City of Corpus Christi ("Customer")hereby engages Sigma Technology Solutions, Inc. ("Sigma")to perform the services specified herein(the"Services"). PROJECT GOALS The customer goals for this project are as follows: 1. Install and configure N5Ks,install N2Ks,and integrate with Customer's existing network infrastructure. TECHNICAL SUMMARY The Sigma Engineer will install and configure Nexus 5Ks,install Nexus 2Ks and integrate with the Customer's existing infrastructure. STATEMENT OF WORK PROJECT OUTLINE The project will consist of the following tasks as outlined in the phase below. i. Project Initiation Phase 1. Conduct a kick-off meeting with Customer's team to review the Project Plan 2. Review the SOW,establish mutual expectations for delivery of this service,and agree on roles and responsibilities 3. Review project methodology,including milestones,communications, risk and issue tracking,action items,and reporting ii. Planning&Design Phase 1. Review configuration specifications with Customer iii. Execution Phase 1. Rack/cable six Nexus 5Ks and ten Nexus 2Ks across three sites: a) Police HQ—(1) NK5 pair,and(4)N2Ks b) City Hall—(1)NK5 pair,and(6)N2Ks c) ON Stevens—(1) NK5 pair 2. Configure six Nexus 5Ks SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 2 SIGMA City of Corpus Christi S O U T I O ` SOW for N5K N2K 3. Integration-Uplink to core switches 4. Perform basic tests to verify proper installation and configuration iv. Project Closeout Phase 1. Create As-Built documentation describing the deployment and provide to the Customer 2. Conduct a Knowledge Transfer session(Not to exceed one(1) hour in duration.) 3. Deliver Customer Acknowledgement and obtain signoff PROJECT EXCLUSIONS / OUT OF SCOPE ACTIVITIES • Configuration design • Remediation of existing networking or cabling issues • Storage configuration • Extensive documentation such as run books or step by step installation instructions SUMMARY OF DELIVERABLES PROVIDED • Deliverable 1:As Built Documentation GENERAL INFORMATION The Professional Services may be performed on the Customer Equipment located at the Customer sites(the "Customer Site")specified below: City of Corpus Christi Departments: • City Hall-1201 Leopard St,Corpus Christi,TX 78401 • Police Department-321 John Sartain St,Corpus Christi,TX 78401 • ON Stevens 2726 Holly Rd,Corpus Christi,TX 78415 SCHEDULE This project will begin on a date that is mutually agreeable to Sigma and the Customer. ASSUMPTIONS In order to identify and estimate the required tasks and timing for this engagement,certain assumptions need to be made. Based on our current knowledge,the engagement assumptions are identified in the following sections:"Project Assumptions", "Technical Assumptions"and"Standard Assumptions". If an assumption is invalidated at a later date,then the activities and estimates in the engagement plan should be adjusted accordingly. SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 3 SIGMA City of Corpus Christi S O L U T I O N S SOW for N5K N2K GENERAL PROJECT ASSUMPTIONS • Customer will appoint a project sponsor to oversee the direction of this project.The appointed project sponsor will have decision-making authority over all aspects of the project,including facilitating commitment of Customer resources and employees,decisions regarding scope management,and issue or conflict resolution. • Customer understands the success of this project is dependent on the participation of Customer employees: attending facilitated workshops,sharing information,and collecting data as needed to support project activities. Customer understands the need to review interim and final deliverables and report acceptance or discrepancy to Sigma according to the project schedule set forth at the project kickoff. • Customer will provide adequate,co-located workspace for the engagement participants(both Sigma and Customer resources)with the appropriate system level access. • Customer will provide network connectivity and Internet access to Sigma as needed. • Customer will provide elevated network and system credentials prior to arrival. • Any service,process,product or procedure that is not explicitly and clearly stated in this"Statement of Work"is outside the scope of work. • This SOW is based on discussions with the Customer and does not take into account any changes to the environment made by the customer or any third parties since its writing. If a significant change has occurred in this period,a change order may be required to account for these changes. • If remote access is required for this project,limited access to the Customer's environment(i.e.copilot via remote session)the estimated project hours may increase by approximately 20%. TECHNICAL ASSUMPTIONS • Most work will be performed during normal business hours. Integration and testing will be performed after normal business hours. • All hardware and licenses to complete the services will be received prior to deployment of services on site. • Customer will be available while the Sigma Engineer is onsite. • Sigma will provide network configuration only. Storage configuration is out of scope for this project. • Customer will provide all configuration specifications(IP addressing,VLANS,logging servers,etc.). • Customer will be responsible for rack space,cooling,and power to be installed and available for new switches according to manufacture guidelines. • Sigma will deliver a single knowledge transfer session,limited to one(1)hour,to describe the configuration changes. The session will not be a substitute for formal classroom training. The appropriate customer staff will be available for the session,as subsequent knowledge transfer sessions will be billed as a change request. STANDARD ASSUMPTIONS Standard Software Assumptions • Software specifications are not included in this SOW. Unless specifically addressed in this SOW,it is assumed that all software required to complete the Services will be on location prior to the start of Services. Sigma may, at its discretion,provide any additional software not already in use. • The Sigma representative will have access to all software required to perform the Services specified in this SOW. • Pursuant to software required for the completion of Services,it is assumed that all original product documentation will be available prior to the start of Services. • The Sigma representative will have access to the necessary passwords,including root access,to all systems required to successfully complete the Services. • Unless otherwise specified in this SOW,it is the Customer's responsibility to ensure that complete backups of any data have been made prior to the commencement of Services.Sigma assumes no responsibility for lost data. SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 4 SIGMA City of Corpus Christi S 0 t U ? 1 0 ^d S SOW for N5K N2K Standard Personnel Assumptions • Any personnel designated for skills transfer will be available on the schedule agreed upon between Customer and Sigma during the engagement. • The Services shall be performed in a skilled and workmanlike manner.Sigma shall assign only those employees or subcontractors who have the requisite experience,knowledge,training,and capability to provide the Services hereunder.If at any time Customer determines that an assigned individual can no longer contribute toward the successful completion of the Services,Customer may request Sigma to immediately dismiss the individual from performing the Services and to supply a replacement with equal or better credentials within a reasonable time period. • Continuously,without interruption,while on Customer premises,Sigma and its personnel shall observe Customer rules and regulations with respect to conduct,health and safety and protection of persons and property. Engagement Prerequisites Following are the prerequisites that must be performed by Customer to allow Sigma to successfully begin this engagement. • Sigma is provided with a completed and signed copy of this SOW from Customer. • Sigma is provided configuration specifications. FEES AND EXPENSES ENGAGEMENT PRICING This SOW is prepared as Fixed Price billing Fixed Price Billing Work Description Total N5K and N2K Installation $8,529.00 *Pricing includes travel expenses. SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 5 SIGMA City of Corpus Christi SOLUTIONS SOW for N5K N2K TERMS AND CONDITIONS 1. DEFINITIONS the applicable Deliverable to Customer for acceptance, Sigma shall Whenever used in this Statement of Work, the terms set forth in provide written notice of completion to Customer(the"Completion these Terms and Conditions shall have the following meanings. Acknowledgement"). Upon receipt of the Completion Additional terms are defined throughout this Statement of Work as Acknowledgement, Customer shall have seven (7) business days to they first appear.Sigma and Customer may be jointly referred to as complete such acceptance testing as Customer desires to determine the"Parties"and individually referred to as a"Party." the functionality, performance and conformance of the Deliverable • "SOW"means this Statement of Work. to the specifications contained in this SOW. In the event of any dispute between Customer and Sigma, the failure of Customer to • "Deliverables" means the tangible materials that Sigma perform such tests shall preclude Customer from raising issues of delivers to the Customer as set forth in this SOW. functionality, performance or nonconformance to the specifications • "Developed Work" means any and all Technology that is established in this SOW.Within seven(7)business days after receipt developed or reduced to practice in the process of developing of the Completion Acknowledgement, Customer may give Sigma a and delivering the Deliverables. written letter specifying deficiencies (the "Deficiencies") in the • "Technology" means algorithms, concepts, data, designs, Deliverable. Such letter shall specify the particular requirements of developments, documentation, discoveries, HTML, XML and this SOW with which the Deliverable does not comply. In the event other codes, inventions, methods, multimedia files, object of any alleged Deficiencies, Sigma shall proceed in a commercially code, procedures, scripts, programs, source code, text, reasonable manner to correct at its own expense such Deficiencies,if documentation, web pages and any other item generally they so exist. After the Deficiencies have been corrected by Sigma recognized as technology in Sigma's or the Customer's and subsequent notice is given to Customer,Customer may again run industry. such acceptance tests as it desires and thereupon deliver to Sigma the Completion Acknowledgement or a list of any additional • "Products" means hardware and/or software products Deficiencies within seven (7) business days of such subsequent manufactured or licensed by a third party. Products may be notice. Such process shall continue until the Deliverables or incorporated in,or delivered with,any of the Deliverables. Developed Work have been accepted. Notwithstanding the • "Services" means any services performed under this SOW, foregoing, if Customer (a) begins use of the Deliverable before which may or may not include the delivery of tangible acceptance, or (b) fails to notify Sigma of its acceptance or non- materials(e.g.training). acceptance within seven (7) business days of receipt of the 2. WARRANTY AND DEFECT MAINTENANCE Completion Acknowledgement, Customer shall be deemed to have Sigma warrants that it will perform Services hereunder in good faith accepted the Deliverable and shall have no further recourse under and with a level of professional competence usual in the industry. this Paragraph 3. Sigma will provide Defect Maintenance (as defined below) for the 4. PAYMENTS Deliverables and the Developed Work for ninety(90)days from the Billing for all labor will be upon acceptance of the Deliverables time of final acceptance of the Deliverables at no additional cost to pursuant to Paragraph 3, or as otherwise specified in this SOW. If Customer. Thereafter, Sigma will provide support and/or Milestone Billing is specified in this SOW, upon satisfactory maintenance for the Deliverables and the Developed Work for an completion of each milestone event as set forth in the Milestone additional fee and subject to the terms and conditions of a Billing Schedule and verification of completion of the milestone by Maintenance and Support Agreement. Notwithstanding the Customer as provided in Paragraph 3,Sigma will bill Customer for the foregoing, any support and/or maintenance (whether during the amount set forth in this SOW for that milestone. If Progress initial 90 day period or thereafter)that is necessitated by any change, Payments are specified in this SOW,Customer will be billed as set modification, editing or repairs made to the Deliverables or the forth in the Progress Payment Schedule with the final payment Developed Work by Customer or any third party, shall be at an subject to acceptance of the Deliverables as provided in Paragraph 3. additional cost to Customer. For purposes of this SOW, "Defect Payment terms for all invoices are Net thirty(30)Days. Late charges Maintenance" shall mean maintenance of the Deliverables and the will be assessed on all undisputed amounts, after thirty (30) days Developed Work to enable it to work properly in the original from receipt of invoice, at the lesser of one and one half percent environment for which it was designed. (1.5%) per month or the maximum interest allowed by applicable Any Products delivered to Customer by Sigma under this SOW are law. If Sigma is required to retain a collection agency or attorney to delivered without warranty of any kind from Sigma. Sigma does not collect any undisputed overdue payment, all reasonable collection make and expressly disclaims any and all warranties and costs,including attorney fees,will be payable by Customer. representations of any kind or nature with respect to any Products. In addition to the fees specified in this SOW,Customer shall also be This disclaimer includes any warranties of non-infringement or liable for, and shall reimburse Sigma for, all freight and insurance otherwise. Customer's only warranties for Products are the charges as well as all local,state,federal and non-United States taxes applicable manufacturer's warranties,if any. or similar assessments or charges (including any interest and 3. ACCEPTANCE OF DELIVERABLES penalties imposed thereon) arising out of, or relating to this SOW, other than taxes based on the net income of Sigma. Sigma shall deliver each Deliverable at the time and in the manner specified under this Paragraph 3 or as otherwise specified in this 5. CHANGE CONTROL SOW. Each Deliverable comprised of or containing Developed Work If Customer wishes to make any changes to an executed SOW, will be subject to acceptance testing by Customer to verify that the Customer shall provide Sigma with a proposed change order Deliverable satisfies the criteria for acceptance mutually agreed to by specifying the desired changes in the requirements (the "Change Customer and Sigma in this SOW. At such time as Sigma first offers Order"). Customer acknowledges that any changes to an SOW may SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 6 SIGMA City of Corpus Christi S O L U T I O N S SOW for N5K N2K require increased work by Sigma, necessitating a reasonable any person as a result of such general solicitation, and shall not adjustment in the payment due Sigma. The Parties shall negotiate restrict employees, contractors, or representatives of either Party such increases in good faith and Customer agrees to accept any from pursuing on their own initiative employment opportunities from delays in the Services or Deliverables caused by such negotiations or with the other Party,or restrict the other Party from hiring such and/or change in the requirements. Acceptance of the proposed persons, and shall not restrict either Party from soliciting or hiring Change Order shall be at Sigma's sole discretion. If Sigma accepts the any personnel from the other Party who is referred to such Party by proposed Change Order and Customer accept the adjustment in the search firms, employment agencies, or other similar entities, compensation to Sigma and/or the schedule, the Parties shall provided that such entities have not been specifically instructed by execute the proposed Change Order,which shall detail the change in such Party to solicit employees of the other Party. the Deliverables or Services,the adjusted compensation and/or the adjusted schedule. When signed by both Parties,the terms of the 9 CONFIDENTIAL INFORMATION Change Order shall prevail over the applicable SOW to the extent "Confidential Information" means any information and data, they are inconsistent. If Sigma does not accept the proposed Change including in tangible,electronic or other form,of Sigma or Customer Order and/or Customer does not accept the adjustment in the that is identified as confidential or proprietary at the time of compensation to Sigma,the proposed Change Order shall be null and disclosure or which should be understood to be confidential by the void and this SOW shall continue to govern without change. nature of the information or the circumstances of the disclosure. If the Customer requests changes while the work is in process and if Confidential Information shall include without limitation Services, the Parties agree that the changes do not warrant the effort of the Products, Customer data, business plans, strategies, technology, change control process described in this Paragraph 5, Sigma will software, documentation, methodologies, know-how, technical charge for the work on a time and materials basis at Sigma's information, financial information, information regarding each published rate per hour. Party's operations,business relationships and the terms of this SOW. Confidential Information shall not include any information which:(a) 6. CHARGES FOR IDLE TIME is known to the receiving Party prior to receipt hereunder from a Should Sigma personnel assigned to do the work,need to wait due to source that, to the receiving Party's knowledge, does not have an Customer or a third party under the direction of Customer not having obligation of confidentiality to the disclosing Party; (b) becomes resources available as outlined in this SOW,Sigma will charge by the lawfully known(independently of disclosure by the disclosing Party) hour for that idle time.The charge will be at Sigma's published rate to the receiving Party from a source that, to the receiving Party's per hour for a maximum of eight hours per occurrence. Once the knowledge, does not have an obligation of confidentiality to the eight hours have been reached,Sigma personnel will exit the work disclosing Party;(c)becomes publicly known or otherwise ceases to location and return the next business day. If the resources are still be secret or confidential,except through a breach of this SOW;or(d) not available after the third business day,Sigma personnel will exit is independently developed by the receiving Party without use of the the work location and not return until the project has been Confidential Information. The receiving Party agrees that it will not rescheduled. If Customer's work location is more than fifty(50)miles use the Confidential Information of the disclosing Party in any way, from the Sigma office providing the Services, Customer will also be for its own account or the account of any third party,except for the responsible for all direct travel and per diem expenses incurred as a purpose of performing this SOW,nor will the receiving Party disclose result of the delay. the Confidential Information of the disclosing Party to any third party except as required by law,legal or judicial process or as requested by 7. HOUR CATEGORIES a regulatory authority. The receiving Party will take commercially In the case of time and materials work the following definitions are reasonable precautions to protect the confidentiality of such used to apply normal time and overtime rates. Normal business Confidential Information.In the event that either Party is required by hours are defined as eight hours performed within a single 24 hour law,legal or judicial process or as requested by a regulatory authority period beginning at 7:00AM to 6:00PM Monday through Friday to make any disclosure of any Confidential Information,by subpoena, excluding holidays as defined by United States Code Title 5 Section judicial or administrative order or otherwise,such Party must first,to 6103(a). Hours worked beyond the eight hours in a single day or the extent permitted by applicable law or regulation and except in hours worked on weekends or holidays are considered overtime connection with an examination by a regulatory authority, give hours. written notice of such requirement to the other Party, and must 8. NO SOLICITATION permit such Party to intervene in any relevant proceedings to protect During the period beginning on the effective date of this SOW and for its interests in the Confidential Information,and provide reasonable a period of one (1) year after the date of the Completion cooperation and assistance in seeking to obtain such protection,all at Acknowledgement of this SOW neither Customer nor Sigma shall, the disclosing Party's cost and expense.The terms and conditions of without the express written consent of the other Party, individually this SOW shall be considered confidential and proprietary or on behalf of any other person,firm, corporation or other entity, information under this paragraph. If the Parties have previously directly or indirectly,solicit or encourage any employee of the other executed a Non-disclosure Agreement,the terms and provisions of Party, or any subsidiary of the other Party,to terminate his or her such Non-disclosure Agreement are hereby incorporated herein by employment with that Party. For purposes of this Paragraph, each this reference. To the extent that there is a conflict between the Party's employees shall include both independent contractors, as terms and provisions of this SOW and such Non-disclosure well as personnel utilized by such Party, who are employees or Agreement,the more restrictive terms and provisions shall control. contractors of third parties. Both Parties agree that should it hire any 10. INDEPENDENT CONTRACTOR of the other Party's personnel, it will pay the damaged Party a nonrefundable hiring fee of thirty percent (30%) of the first year's Personnel furnished by Sigma to perform the Services and deliver the base compensation for each person hired. The damaged Party will Deliverables shall under no circumstances be considered Customer invoice the offending Party upon the start date of hire and such employees or agents and shall be in an independent contractor invoice will be paid in full within fifteen(15)days. This provision shall relationship to Customer at all times. Sigma and its personnel will survive the termination of this SOW. This provision shall not restrict not be entitled to any of the benefits that Customer may make in any way the right of either Party to solicit generally in the media available to its employees,including,but not limited to,group health for personnel,or restrict in any way the right of either Party to hire or life insurance,profit sharing,stock option or retirement benefits. SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 7 SIGMA City of Corpus Christi S O L U T I O N S SOW for N5K N2K 11. INDEMNIFICATION any time resulting from that injury);and(ii)loss of,injury or damage 11.1 Intellectual Property to, or destruction of real or personal property(including all loss of Sigma shall indemnify and hold harmless the Customer against any use resulting from that loss, injury, damage, or destruction of losses,claims,damages, liabilities,penalties,actions, proceedings or premises). This indemnification may not be construed or interpreted judgments(collectively,"Loss")to which the Customer may become as in any way restricting, limiting, or modifying either Party's subject,related to or arising out of an allegation that any Deliverable insurance or other obligations under this SOW and is independent of or Developed Work provided under this SOW, when used as the insurance obligations of either Party. The provisions of this contemplated by the SOW, infringes any third party's copyright or paragraph shall survive the expiration or earlier termination of any trade secrets. If a court or settlement enjoins the use of any SOW being provided under this SOW until all Claims involving any of Deliverable or Developed Work,or if in Sigma's reasonable opinion, the indemnified matters are fully, finally, and absolutely barred by any Deliverable or Developed Work is likely to become the subject of the applicable statutes of limitation. Notwithstanding the foregoing, a Loss, Sigma shall have the option to modify such Deliverable or in no event shall either Party's liability for indemnification under this Developed Work so that it becomes non-infringing,or to substitute a Paragraph exceed the amount of one million dollars($1,000,000). substantially equivalent non-infringing Deliverable or Developed Each Party's indemnification obligations hereunder shall be subject to Work,or to obtain for the Customer a license to continue to use the (i) receiving prompt written notice of the existence of any action Deliverable or Developed Work. Sigma shall have no obligation (provided that failure to provide such notice shall only excuse the under this Paragraph for any Loss if Sigma has offered such modified other Party to the extent that it is prejudiced thereby);(ii)being able or replacement Deliverable or Developed Work and the Loss results to,at its option,control the defense of those portions of such action from Customer's failure to use the modified or replacement for which indemnification is sought; (iii) permitting the indemnified Deliverable or Developed Work. Notwithstanding the foregoing, Party, at its own expense, to participate in the defense of those Sigma shall have no obligation under this Paragraph for any Loss that portions of such action for which indemnification is sought;and (iv) results from (a) use of any Deliverable or Developed Work in receiving reasonable cooperation of the indemnified Party in the combination with materials, services or products not supplied by defense thereof,all at the indemnifying Party's cost and expense. Sigma, other than as reasonably contemplated by this SOW or if Sigma instructs or advises Customer to use a Deliverable or 12. DISCLAIMER AND LIMITATION OF LIABILITY Developed Work in combination with such items,if such Deliverable Except as expressly provided in this SOW,Sigma does not make and or Developed Work would not have infringed the copyright or trade expressly disclaims any and all warranties and representations of any secret of the Party bringing the claim absent such combination,or(b) kind or nature with respect to the Services performed or Deliverables modifications to the Deliverable or Developed Work by any party delivered under this SOW, expressed or implied, including, without other than Sigma, other than as reasonably contemplated by this limitation,the implied warranties of title,merchantability and fitness SOW or if Sigma instructs or advises Customer to make such for a particular purpose. Sigma does not warrant (a) that the modifications,if such Deliverable or Developed Work would not have Deliverables will run properly on all hardware or systems or operate infringed the copyright or trade secret of the party bringing the claim in all combinations which may be selected for use by Customer,or(b) absent such modifications. An "Indemnified Customer Party" shall that the operation of the Deliverables will be uninterrupted or error include all individuals or entities controlling, controlled by or under free. common control with Customer(each, a "Customer Affiliate"), and With the exception of claims pursuant to Paragraph 11,and except the officers, directors, attorneys and employees of Customer and in the case of willful or intentional misconduct or gross negligence,it each Customer Affiliate. Sigma shall reimburse an Indemnified is understood and agreed that either Party's liability to the other Customer Party for all legal and other expenses, including,without Party for damages from any cause whatsoever and regardless of the limitation, reasonable attorneys' fees incurred by such Indemnified form of action,whether in contract,tort,strict liability or otherwise, Customer Party in connection with investigating, defending or or whether foreseeable or unforeseeable,shall not exceed the total settling any Loss. amounts paid or owing by Customer to Sigma for the Deliverables or Any Products delivered to Customer by Sigma under this SOW are Services provided under this SOW. In no event shall either Party be delivered without indemnification of any kind from Sigma. Sigma liable for any indirect, consequential, incidental, special or punitive does not make and expressly disclaims any and all indemnification of damages, including without limitation loss of use, interruption of any kind or nature with respect to any Products. Customer's only business, loss of data or loss of profits,arising out of or in any way protection for claims related to intellectual property infringement for connected with this SOW, the Deliverables, the Services, or any Products delivered pursuant to this SOW is the indemnification Sigma supplied software, or third party software,even if such Party provided by the manufacturer,if any. has been advised of the possibility of such damages. No action, regardless of form,arising out of the Deliverables or Services being 11.2 Bodily Injury, Death and Property Damage provided by Sigma hereunder,may be brought by either Party more To the fullest extent permitted by law,Sigma and Customer at their than four(4)years after the cause of action has occurred,except with own expense, agree to indemnify, defend and hold the other, its respect to claims relating to infringement of intellectual property shareholders, owners, officers, directors, agents, and employees rights. harmless from and against all third party Claims(as defined below) from any cause arising out of or relating(directly or indirectly)to a 13. OWNERSHIP AND LICENSING OF INTELLECTUAL breach of the provisions of this SOW by such Party,except for Claims PROPERTY arising out of or relating to the willful or intentional misconduct or 13.1 Customer's Rights gross negligence of the indemnified Party. For purposes of this SOW, Prior to Sigma's receipt of full and final payment from Customer for "Claims"means any and all claims,causes of action(whether based Deliverables delivered or Services rendered hereunder, Sigma shall on tort or contract law principles, law or equity, or otherwise), retain all right,title and interest in and to any Deliverables and/or charges, assessments, fines, and penalties of any kind (including Developed Work, including without limitation all rights under all consultant and expert expenses, court costs, and reasonable copyright, patent, and other intellectual property laws. Upon final attorneys'fees). This indemnification extends to and includes but is payment by Customer of all amounts due under this SOW and not limited to Claims for:(i)injury to any person(including death at provided that Customer is not otherwise in default of its obligations SAN-0139a ©2013 Sigma Technology Solutions,Inc.Confidential Page 8 • SIGMA City of Corpus Christi S O L U T I O N S SOW for N5K N2K under this SOW, the tangible items specified as Deliverables or • Professional Liability/Errors and Omissions coverage of not less Developed Work under this SOW will become the property of than$3,000,000 each claim and annual aggregate. If coverage Customer. To the extent that any Sigma Technology is contained in is written on a claims-made basis,coverage with respect to any any Deliverables, Sigma grants to Customer, upon full and final and all work performed in connection with this SOW shall be payment to Sigma hereunder, a royalty-free, fully paid-up, maintained for a period of at least three (3) years after the worldwide, non-exclusive license to use such Sigma Technology in expiration or termination of this SOW. connection with the Deliverables. The foregoing license grant • Umbrella/Excess Liability with policy limits of not less than conveys no ownership interest in and to the Sigma Technology and $2,000,000 per occurrence and annual aggregate, as excess does not grant Customer the right to extract such Sigma Technology over general liability, automobile liability and employer's from the Deliverables for the purpose of selling, reproducing, liability. distributing,or marketing copies thereof to third parties as a stand- alone product. All insurance policies shall be issued by companies licensed to do business in the states where the Services are delivered and will be Sigma will be free to use its general knowledge,skills and experience, rated"A-"or better by A.M.Best.All insurance policies shall apply as and any ideas,concepts,know-how,methodologies,and techniques primary to and non-contributory with any other insurance afforded within the scope of its consulting practice that are used in the course to Customer. All insurance policies shall include coverage for defense of providing the Services, including information publicly known or costs and related expenses. available or that could reasonably be acquired in similar work performed for another customer of Sigma. In addition, in no event 15. FORCE MAJEURE will Sigma be precluded from developing for itself, or for others, If the performance of this SOW or any obligation hereunder(except materials that are competitive with the Deliverables or the the payment of monies due hereunder) is prevented, restricted or Developed Work,irrespective of their similarity to the Deliverables or interfered with by reason of any event or condition beyond the Developed Work, provided this is done without violation of the reasonable control of such Party(including,without limitation,acts of foregoing clauses and the confidentiality clauses set forth in Section 9 State or governmental action, international or domestic terrorism, herein. riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy or other supplies, epidemics, fire, explosion, 13.2 Products flood,hurricane,typhoon,earthquake or other act of God),the Party Sigma does not directly grant any license to Customer for any so affected shall be excused from such performance,only for so long Products delivered hereunder. Sigma shall assist Customer in as and to the extent that such a force prevents,restricts or interferes obtaining from the applicable third party vendor a license to use the with such Party's performance and provided that the Party affected Products, subject to such third party vendor's terms and conditions gives notice thereof to the other Party and uses diligent efforts to and at Customer's sole expense. This SOW shall specifically describe remedy such event or condition. any Products delivered hereunder and the costs associated therewith. 16. TERMINATION Either Party may terminate this SOW without cause at any time by 13.3 License from Customer providing the other Party with written notice at least thirty(30)days During the period of performance of this SOW, Customer hereby prior to the termination date designated in such notice.If an SOW is grants to Sigma a revocable, nonexclusive, worldwide, personal, terminated, Customer shall pay Sigma for all Deliverables delivered royalty-free and nontransferable license to use, solely for the and Services performed under this SOW prior to the effective date of purpose of providing Services under this SOW,any and all Technology termination,as well as any charges and expenses for the Deliverables owned by Customer, or owned by a third party and licensed to in development, if any. Promptly after receiving full payment Customer (to the extent permitted by such license), necessary for therefore, Sigma will deliver to Customer any such Deliverables in Sigma to design, develop,test, operate, enhance and maintain the development on an "as-is" basis and not subject to Customer's Deliverables and/or provide the Services. The license granted herein Acceptance or to any warranties or indemnification provided herein. shall expire upon acceptance of the Deliverables or completion of the Services and shall under no circumstances give Sigma any right in or 17. CONSENT TO USE SUBCONTRACTORS claim to such Technology other than as expressly set forth above or From time to time in the performance of this SOW, it may be alter Customer's ownership of the Deliverables and Developed Work necessary or desirable for Sigma to engage third parties as under this SOW as set forth in this SOW. subcontractors. Customer consents and agrees that Sigma may engage subcontractors to provide services hereunder, as it deems 14. INSURANCE necessary, but that Sigma shall retain full responsibility for all such Sigma agrees to provide and to maintain in effect at all times during services. Within the first twenty-four(24)hours actually worked by the term of this SOW, at its sole expense, the following minimum any subcontractor, Customer shall review the subcontractor's insurance coverage: performance and decide whether such subcontractor's performance • Workers' Compensation covering its Personnel in accordance is acceptable. If Customer is dissatisfied with the performance of the with applicable Statutory requirements and Employer's Liability subcontractor and wishes Sigma to replace such subcontractor, Insurance in an amount of not less than $1,000,000 per Customer must provide written notification to Sigma within the initial accident for bodily injury by accident,$1,000,000 policy limit by twenty-four (24) hour period, specifying the reasons for its disease and $1,000,000 per employee for bodily injury by dissatisfaction and requesting the replacement of the subcontractor. disease. Customer shall not be required to pay for the hours worked by that • Commercial General Liability Insurance written on an subcontractor during the initial twenty-four (24) hour period, occurrence form including coverage for bodily injury, property provided its reasons for requesting the replacement are not unlawful damage, products and completed operations, personal injury, and are bona fide in Sigma's reasonable judgment. If Customer advertising injury and contractual liabilities arising out of any becomes dissatisfied with the performance of a subcontractor after and all Services provided under this SOW with minimum limits the initial twenty-four(24) hour period, Customer may still request of$1,000,000 per occurrence and$2,000,000 annual aggregate. that Sigma replace the subcontractor,but Customer shall pay for all hours worked by the terminated subcontractor from the first hour of SAN-0139a 02013 Sigma Technology Solutions,Inc.Confidential Page 9 . • . SIGMA City of Corpus Christi S O L U T I O N S SOW for N5K N2K work up to and including the date of termination. Sigma shall use 20. COUNTERPARTS commercially reasonable efforts to replace a subcontractor removed This SOW may be executed in any number of counterparts,each of for performance reasons, within 5 business days of the date of which when so executed and delivered shall be deemed original and removal. Sigma reserves the right to adjust the delivery schedule in such counterparts together shall constitute but one and the same the event a subcontractor is removed pursuant to this Paragraph 17. instrument. The Parties further agree that executed documents 18. EXTENT OF SOW under this SOW may be sent via facsimile or scanned and sent via THIS SOW,INCLUDING ANY CHANGE AUTHORIZATIONS,APPENDICES, electronic mail. ADDENDUMS OR ATTACHMENTS, CONSTITUTES THE FINAL AND 21. GOVERNING LAW COMPLETE EXPRESSION OF ALL TERMS OF THE AGREEMENT This SOW shall be governed by and construed in accordance with the BETWEEN THE PARTIES. IT SUPERSEDES ALL PROPOSALS, laws of the State of Texas excluding its choice of law rules.Exclusive UNDERSTANDINGS,AND NEGOTIATIONS CONCERNING THE MATTERS and mandatory venue shall be in San Antonio,Bexar County,Texas.In THAT IT COVERS. ANY REPRESENTATIONS, ORAL STATEMENTS, OR the event any dispute,claim,question or difference shall arise out of WARRANTIES MADE BY EITHER PARTY THAT DIFFER IN ANY WAY or relating to the SOW or the breach,termination or invalidity hereof FROM THE TERMS OF THIS SOW SHALL BE GIVEN NO FORCE OR (a "Dispute"), the Parties hereto shall attempt in good faith to EFFECT. NO ADDITIONS TO OR MODIFICATIONS OF ANY PROVISIONS resolve such Dispute by negotiation between executives who have OF THIS SOW SHALL BE BINDING UPON EITHER PARTY UNLESS MADE authority to settle the controversy and who are at a higher level of IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE management than the persons with direct responsibility for OF THE PARTIES TO BE BOUND. CUSTOMER ACKNOWLEDGES THAT administration of this SOW.All negotiations pursuant to this clause ANY ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS are confidential and shall be treated as compromise and settlement CONTAINED IN CUSTOMER'S PURCHASE ORDER SHALL NOT BE negotiations for purposes of applicable rules of evidence. If within APPLICABLE TO THE SERVICES TO BE PROVIDED HEREUNDER,EVEN IF fourteen (14)days after a Dispute arises a mutual agreement is not SIGMA RELIES ON SUCH PURCHASE ORDER FOR INVOICING reached through negotiation,such Dispute shall be resolved by final, PURPOSES. non-appealable and binding arbitration in accordance with the then 19. WRITTEN COMMUNICATIONS current Commercial Arbitration Rules of the American Arbitration For the purposes of this SOW, written communication shall be Association before one (1) arbitrator experienced in the subject defined to include facsimile transmissions and electronic mail. matter of this SOW. The arbitration shall be held in San Antonio, Bexar County,Texas. If a legal proceeding is commenced to enforce or obtain a declaration of rights under this SOW,the prevailing Party in such proceeding shall be entitled to recover its reasonable attorneys'fees and expenses of litigation incurred in the proceeding from the non-prevailing Party, as well as any reasonable attorneys' fees and costs that the prevailing Party incurred prior to commencing the proceeding. AUTHORIZATION AND ACCEPTANCE By signing below,both Sigma and the Customer agree to the Terms and Conditions of this SOW. Sigma Technology Solutions,Inc. City of Cor! "11 Signature: / „Ay Signature: jr.,...'/ /�W Name: •. ;.f Name: L id L• D 5 G'L /9 Title: �Gt/ ■/ / _A Title: c. k( iVka fl& c/Y Date: /4 G)e/- � 0)/3 Date: Upon execution,please submit signed document to ps_operati m solinc.com. 1±11 ATTEST: 4 Itf1i►It.. REBECCA HUERTA (I CITY SECRETARY 1Y �� ©2013 Sigma Technology Solutions,Inc.Confidential Page 10 Waft