HomeMy WebLinkAboutSystems Integrated 2024-07-03 COU No. 2425-078 SYSTEMS INTEGRATED 2200 North Glassell Street,Orange,CA 92865-2702 •Tel 714/998-0900• Fax 714/998-6059 July 3, 2024 Agreement No.5045-24b Rev. 1 Mr. Sonu Upadhyay Sr. Power Engineer CITY OF UKIAH Electric Utility Department 411 W. Clay Street Ukiah, CA 95482 Subject: Letter of Understanding for oNSITE Support for the City of Ukiah Hydro Electric facility Dear Sonu: Pursuant to our conversations, Systems Integrated is willing to provide oNSITE support to the City per the Statement of Work as described in Attachment A. This is considered a Time & Material Support arrangement based upon the 2024 hourly rates (Attachment B — Rates) which is not to exceed $20,000.00 for the fiscal year (ending June 30, 2025). Systems Integrated's Terms and Conditions for Sale of Products and Services (Rev. 7 1/2023) apply to the work performed (Attachment C —SI Terms & Conditions). The City will provide Systems Integrated a request for work to be performed using the Task Order form (Attachment D — Task Order Form) to be submitted to Larry Pomatto (lpomatto@systemsintegrated.com or msouza@s stemsintegrated.com) so he may schedule the appropriate SI team member to perform the requested work. Only Sonu Upadhyay or Cindy Sauers are authorized parties on behalf of the City to issue Task Orders to Systems Integrated. Please acknowledge acceptance of these terms for software support to be effective as of the signature date: SYSTEMS INTEGRATED CITY OF UKIAH In 4011�' 5S . Name: Susan Corrales-Diaz Narne: Title: President Title: City Manager Date: 7 —262'i Date: Jul 31,2024 Attachment A City of Ukiah— Electric Utility Department Statement of Work for o►vSITE Support July 2024 City of Ukiah Hydro Electric facility uses Systems Integrated's ONSITE SCADA software.Therefore, maintaining Supervisory and Data Acquisition (SCADA) and Programmable Logic Controller (PLC) systems at City of Ukiah Hydro Electric facility is crucial for ensuring the reliable and efficient operation of the plant. City of Ukiah wishes to engage the services of Systems Integrated to perform various tasks associated with the maintenance and support of City of Ukiah's SCADA system on an "as needed" basis. The total funds for various tasks associated with the maintenance and support services, under this agreement, shall not exceed $20,000 in a fiscal year. The scope of work associated with maintenance and support services related to SCADA and PLC at City of Ukiah Hydro Electric facility may include the following tasks: • Software Updates and Patch Management: o Update ONSITE SCADA and PLC software to the latest versions to ensure compatibility and security. o Provide updated revisions to ONSITE software. o Provide validation of continued operation of ONSITE with the installation of operating system upgrades. o Implement a structured patch management process to address vulnerabilities and bugs. • Hardware Support: o Provide hardware support services for components such as RTUs and LCDs. • Backup and Recovery: o Provide support for recording of software as a result of hardware failure (over the phone support) o Re-loading/Re-synchronizing of ONSITE as a result of a hardware failure. • Training: o Provide training for maintenance staff on the operation,troubleshooting and maintenance procedures for SCADA and PLC systems. Systems Integrated shall be provided with the ability to remotely connect to the City of Ukiah's Hydro facility SCADA network access to all the equipment under maintenance and support. Attachment B �� SYSTEMS F •INTEGRATED PROFESSIONAL AND SUPPORT SERVICES 2024 I. PROFESSIONAL SERVICES Hourly Rate 7Pri!ncipalngineer 305.00 nager 7 285.00 Sr. Software Engineer 275.00 Software Engineer 240.00 Sr. Systems Engineer 275.00 Systems Engineer II 240.00 Systems Engineer 220.00 Applications Engineer 165.00 Field Engineer 158.05 Field Technician 136.25 Designer/Draftsperson 119.90 Administrative Support 120.00 Shop Labor 95.92 II. FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. . Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel time will be from Systems Integrated's service office of dispatch. Minimum service charge will equal 4 hours at appropriate service rate. Systems Integrated • 2200 North Glassell Street Orange, CA 92865 • Tel: 714/998-0900 • Fax: 714/998-6059 Cy SYSTEMS INTEGRATE❑ III. SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of$95.92 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, acceptance testing, start-up, etc., are considered field services and will be charged at the appropriate field service rates. IV. SYSTEMS INTEGRATED'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Rates are not valid for prevailing wage work: appropriate prevailing wage rates will apply. Quoted rates are subject to reasonable adjustment after December 31, 2024. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. VI. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to: ■ Travel (air fare, auto rental, public transportation, and subsistence) ■ Use of company vehicles ($90/day and $0.65/mile) and employee cars ($0.65/mile) ■ Rental car used for dispatch over 100 miles ■ Equipment rental or purchase o Bucket Truck—Daily Rental $650/day ■ Long distance and cellular telephone, fax, postage, courier and reproduction work ■ Applicable sales taxes and freight charges VII. MATERIALS Material is charged at list price plus 15%.Applicable sales, excise taxes,fees and freight charges are added as applicable. Vill. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. Systems Integrated • 2200 North Glassell Street Orange, CA 92865 • Tel: 714/998-0900 • Fax: 714/998-6059 Attachment C Systems Integrated Terms and Conditions for Sale of Products and Services NOTICE:Sale of any Products or Services is expressly conditioned on Buyer's assent to these Terms and Conditions.Any acceptance of Seller's offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No facility entry form shall modify these Terms and Conditions even if signed by Seller's representative. Any order to perform work and Seller's performance of work shall constitute Buyer's assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller's quotation shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer's conforming acceptance. 1. Definitions provisions specifically stated in Seller's final quotation or "Buyer" means the entity to which Seller is providing Products specifically agreed upon by Seller in writing. or Services under the Contract. 2. Basis of the Sale "Contract" means either the contract agreement signed by 2.1 The Seller shall sell and the Buyer shall purchase the both parties, or the purchase order("Order") signed by Buyer Products&Services in accordance with the Seller's quote. and accepted by Seller in writing, for the sale of Products or 2.2 In the event of any inconsistency between these Terms and Services, together with these Terms and Conditions, Seller's Conditions and other documents forming part of the Contract, final quotation,the agreed scope(s)of work,and Seller's order the following order of priority shall apply: acknowledgement. In the event of any conflict,the Terms and 2.2.1 Any written agreement between the Parties Conditions shall take precedence over other documents where the Parties agree that any of the provisions in included in the Contract. this Contract should be superseded with an express reference to this Article 2.2; "Contract Price"means the agreed price stated in the Contract 2.2.3 These Contract Conditions; for the sale of Products and Services, including adjustments(if 2.2.2 The Seller's quotation and documents(if any) any)in accordance with the Contract. incorporated by express reference on the face of the quotation;and "End-User"means the final owner of the products and services 2.2.4 The Order. supplied by the Seller to Buyer. 2.3 No variation to these Contract Terms and Conditions shall be binding unless agreed in writing and signed by the "Insolvent/Bankrupt" means that a party is insolvent, makes authorized representatives of the Buyer and the Seller. Any an assignment for the benefit of its creditors, has a receiver or varying terms proposed by the Buyer in its Purchase Order or trustee appointed for it or any of its assets,or files or has filed any other document of the Buyer shall not become part of the against it a proceeding under any bankruptcy, insolvency Contract. dissolution or liquidation laws. 2.4 No Purchase Order which has been accepted by the Seller may be cancelled, varied or suspended by the Buyer except "Products" means the equipment, parts, materials, supplies, with the agreement in writing of the Seller and on terms that software,and other goods Seller has agreed to supply to Buyer the Buyer shall indemnify the Seller in full against all loss under the Contract. (including loss of profit), costs (including the cost of all labor and materials used), damages,charges and expenses incurred "Seller" means the entity providing Products or performing by the Seller as a result of the cancellation, variation or Services under the Contract. suspension. "Services" means the services Seller has agreed to perform for 3. Price Buyer under the Contract. 3.1 The quoted prices are based upon the Scope of the Work (associated with Seller's Products&Services)referred to in the "Site"means the premises where Products are used or Services Seller's written quotation. In the event of any variation in,inter are performed, not including Seller's premises from which it alia,the Scope of Work ordered including delivery dates from performs Services. that of the Seller's offer, the Seller reserves the right to vary the prices quoted. "Scope of Work" means the work defined in the Seller's 3.2 Except as otherwise agreed in writing between the Buyer written quotation to be performed by the Seller with the and the Seller, all prices are given by the Seller on an FOB Seller's Products and Services. Destination basis, and where the Seller agrees to deliver the Products other than at the Seller's premises,the Buyer shall be "Terms and Conditions" means these "Terms and Conditions liable to pay the Seller's charges for transport, packaging, and for Sale of Products and Services", including any additional insurance. Page 1 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) 3.3 The price is exclusive of any applicable sales tax or other 4.3 The Buyer shall pay Seller's invoice within 30 days after government charge or duty, which the Seller shall be receipt of the invoice or delivery whichever is earlier. additionally liable to pay at the rate and in the manner from 4.4 The Seller's delivery shall be based upon a milestone time to time prescribed by law. If exemption from taxes is schedule defined in the Seller's quote. claimed, the Buyer must provide the Seller a certificate of 4.5 If the Buyer fails to make any payment on the due date, exemption. then,without prejudice to any other right or remedy available 3.4 The Seller shall be entitled to adjustment of the price (to to the Seller,the Seller shall be entitled to: be mutually agreed in writing) in the event of changes in law 4.5.1 suspend any further Product deliveries and/or or engineering standards applicable to or affecting the Services to the Buyer and terminate the same pursuant Products after the execution of this Contract. to Article 10(without being liable to the Buyer for any losses); 4. Terms of Payment 4.5.2 at its sole discretion,apply any monies received 4.1 In order for the Seller to extend credit to a private, non- from the Buyer in relation to the Contract or any other government Buyer, the Buyer will need to complete Seller's contract or agreements between the Seller and the application for credit prior to Buyer's performance of the Buyer, including but not limited to deposits or security Contract/ Order. The Seller reserves the right to not extend payments,towards the payment of the relevant invoice; credit to Buyer if the Seller in its reasonable opinion and determines that the Buyer's credit worthiness is 4.5.3 For each calendar month,or fraction thereof, unsatisfactory. that payment is late, Buyer shall pay a late payment 4.1.1 If Seller extends credit and after the acceptance of charge computed at the rate of 1.5%per month on the the Contract,the Seller reserves the right to suspend overdue balance,or the maximum rate permitted by performance or withhold delivery under a law,whichever is less. Contract/Order if the Seller in its reasonable opinion 4.6 The Buyer is not entitled to withhold from, set off against determines that the Buyer's credit worthiness is or otherwise reduce any payments due to the Seller unless unsatisfactory or that the Buyer will not be able to pay agreed in writing by the Seller. the amounts due and payable under the Contract or if the Buyer fails to make payment of any amount due and 5. Taxes and Duties payable ("Suspension").The Seller shall by written notice Seller shall be responsible for all corporate taxes measured by to the Buyer inform the Buyer of such Suspension. In net income due to performance of or payment for work under such event,the Buyer may correct the problem, by this Contract("Seller Taxes"). Buyer shall be responsible for all establishing an irrevocable, unconditional, sight letter of taxes, duties, fees, or other charges of any nature (including, credit or bank guarantee allowing for pro-rata but not limited to, consumption, gross receipts, import, payments as Products are shipped and Services are property, sales, stamp, turnover, use, or value-added taxes, performed (as described in Article 2 and 3)as Payment and all items of withholding, deficiency, penalty, addition to Security. tax, interest, or assessment related thereto, imposed by any 4.2 As and if requested by Seller, Buyer shall at its expense governmental authority on Buyer or Seller or its establish and keep in force payment security in the form of an subcontractors)in relation to the Contract or the performance irrevocable, unconditional, sight letter of credit or bank of or payment for work under the Contract other than Seller guarantee allowing for pro-rata payments as Products are Taxes("Buyer Taxes"). The Contract Price does not include the shipped and Services are performed, plus payment of amount of any Buyer Taxes. If Buyer deducts or withholds cancellation and termination charges, and all other amounts Buyer Taxes, Buyer shall pay additional amounts so that Seller due from Buyer under the Contract("Payment Security").The receives the full Contract Price without reduction for Buyer Payment Security shall be (a) in a form, and issued or Taxes. Buyer shall provide to Seller, within one month of confirmed by a bank acceptable to Seller, (b) payable at the payment, official receipts from the applicable governmental counters of such acceptable bank or negotiating bank, (c) authority for deducted or withheld taxes. opened at least thirty (30) days prior to both the earliest scheduled shipment of Products and commencement of 6. Delivery&Installation Services,and (d) remain in effect until the latest of ninety(90) 6.1 Unless otherwise agreed in writing, Products shall be days after the last scheduled Product shipment,completion of delivered FOB Point of Origin. all Services and Seller's receipt of the final payment required 6.2 Partial delivery/performance of Products ordered is under the Contract. Buyer shall, at its expense, increase the permissible. Where the Products are to be amount(s), extend the validity period(s) and make other delivered/performed in instalments, each appropriate modifications to any Payment Security within ten delivery/performance shall constitute a separate contract and (10) days of Seller's notification that such adjustment is failure by the Seller to deliver/perform any one or more of the necessary in connection with Buyer's obligations under the instalments in accordance with these Terms and Conditions or Contract. any claim by the Buyer in respect of any one or more Page 2 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) instalments shall not entitle the Buyer to treat the Contract as Buyer has been informed of the non-compliance and has failed a whole as repudiated. to remedy this within the rectification period set out in such 6.3 Where in relation to the delivery/provision of Products, notice of non-compliance. The Buyer shall not move any work needs to be performed by the Seller at a Site,the Buyer Products,equipment or part thereof from the Site without the shall at its own costs and expense,take all necessary measures, prior consent in writing of the Seller. to prepare the Site and ensure that the Site is suitable and 6.5 Subject to the Buyer granting the Seller such reasonable ready for the commencement of the work or Services. The access to the Site and the Site conditions being suitable for the Buyer shall ensure that the access roads to the Site are clear, performance of the Works or Services in accordance with the Seller's personnel are able to commence work Article 6.3,the Seller shall commence work at the Site on the immediately upon their arrival at the Site and further ensure scheduled date and/or deliver the Products on the scheduled that work proceeds in an uninterrupted manner. The Buyer is date. responsible for all things related to the Site and shall supply 6.6 Where Products are supplied to the Buyer and Seller has the Seller with such labor, information, facilities, equipment no assembly, modification, installation, erection and/or and any other materials and tools which the Seller requires for commissioning is required: the delivery/provision of the Products, information relating to 6.6.1 The Buyer is obliged to inspect the Products upon the Site and all auxiliary services required by the Seller which delivery and shall notify the Seller within one (1)week of are relevant for the purposes of the delivery/provision of the receipt of the Products if there are any defects. Such Products. Without limiting the foregoing, the Buyer shall notification of any defects shall be accompanied with provide at its own expense and in a timely manner the relevant supporting evidence. following: 6.6.2 If the Buyer fails to notify the Seller of the defects 6.3.1 unrestricted access to the Site, including but not within one (1) week of the receipt of the Products, it will limited to entry permits and security passes; be deemed to have accepted such part of the Products. 6.3.2 such assistance as may be required by the Seller in 6.7 Where installation,erection or commissioning is required: relation to obtaining import, export and customs 6.7.1 Unless the Seller is responsible for the complete clearance for personal belongings and goods of the Seller installation, erection and commissioning of the product, and its subcontractors' personnel and of the equipment, The Buyer shall accept the Products when delivered. tools and goods required for the work or Services to be 6.7.2 The Buyer will be deemed to have accepted the performed at the Site; Services if, (a)the Products are put to use by the Buyer or 6.3.3 the equipment and materials as may be required by Owner for commercial purposes or for other purposes the Seller which are necessary for the assembly, other than for testing; or (b) it fails to respond to the commissioning and the performance of the Services,such Seller's declaration for acceptance. as scaffolds,lifting equipment and other devices as well as 6.8 The Buyer shall not be entitled to withhold acceptance for fuels and lubricants; (a) defects which do not materially affect the usage of the 6.3.4 make available any information required concerning Products; (b) minor deviations deficiencies which do not the location of concealed electric power, gas and water materially affect the functioning of the Products; (c) defective lines or of similar installations as well as the necessary installation or erection not carried out by the Seller; or (d) structural data;and reasons which are not within the reasonable control of the 6.3.5 all utilities including but not limited to energy,water, Seller. telecommunications services, heating and lighting; 6.9 Any costs and expenses related to the inspection and/or 6.3.6 suitable dry and lockable rooms of sufficient size acceptance of the Products shall be borne by the Buyer. adjacent to the Site for the storage of machine parts, 6.10 The Delivery Date(s) may be extended, at the Seller's apparatus, materials, tools, etc. and adequate working discretion and by written notification to the Buyer, by such rooms for the Seller's and its subcontractors' personnel, further periods as may reasonably reflect any delay which will including sanitary facilities as are appropriate in the or may be or has been caused by any of the following events: specific circumstances; 6.10.1 Force Majeure,as provided in Article 14; 6.3.7 all reasonable measures to protect the property of 6.10.2 Any variation or suspension of the Contract the Seller and its personnel at the Site; pursuant to Articles 2 or 4; 6.3.8 protective clothing and protective devices needed 6.10.3 Any suspension of the Contract pursuant to Article due to particular conditions prevailing on the specific Site; 10; 6.3.9 documentation of existing systems (e.g. service 6.10.4 Any breach of Contract by the Buyer; manuals,operator guides),building descriptions and floor 6.10.5 If the Products are not Delivered due to or in plans, programming devices, measurement, test relation to the event described in Article 6.12;or, resources and tools. 6.10.6 Any other circumstances where the Seller is 6.4 Where the Buyer does not either provide or fulfil the above entitled under law to have an extension of time. required obligations in Article 6.3 to the satisfaction of the 6.11 The Seller shall not be liable for any delays due to an act Seller, the Seller shall be entitled to carry out all necessary or omission of the Buyer (including but not limited to any work at the costs and expenses of the Buyer provided the failure of the Buyer to comply with any of its obligations under Page 3 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) the Contract ("Buyer's Default"). Where there is a Buyer's 8.2 The Seller's standard warranty for Products and Services Default, the Seller shall be entitled to claim such increase in shall expire one (1) year from delivery unless otherwise costs incurred by the Seller as a result of the Buyer's Default. modified by the Seller's written quotation. In no case,will the 6.12 If the Buyer fails to give the Seller adequate delivery Seller's warranty extend beyond twenty-four (24) months instructions at the time stated for delivery, then, without from the date of delivery. prejudice to any other right or remedy available to the Seller, 8.3 If Products or Services do not meet the above warranties, the Seller may: Buyer shall promptly notify Seller in writing prior to expiration 6.12.1 store the Products until actual delivery and of the warranty period. Seller shall (i) at its option, repair or charge the Buyer for the reasonable costs (including replace defective Products and (ii) re-perform defective insurance)of storage;or Services. If despite Seller's reasonable efforts, a non- 6.12.2 sell the Products at the best price readily conforming Product cannot be repaired or replaced, or non- obtainable and (after deducting all reasonable storage conforming Services cannot be re-performed, Seller shall and selling expenses)charge the Buyer for any shortfall refund or credit monies paid by Buyerfor such non-conforming below the price under the Contract. Products and Services. Warranty repair, replacement or re- 6.13 The Seller will give a credit note only for any Products or performance by Seller shall not extend or renew the applicable any part thereof that has been wrongly delivered/performed warranty period. Buyer shall obtain Seller's agreement on the or over supplied. specifications of any tests it plans to conduct to determine 6.14 Charges for all handling and transport as determined by whether a non-conformance exists. the Seller are to be paid by the Buyer except where such 8.4 Buyer shall bear the costs of access for Seller's remedial Products have been wrongly delivered or over supplied or warranty efforts (including removal and replacement of where such charges have been incurred as a result of the systems, structures or other parts of Buyer's facility), de- Seller's performance of obligations during the warranty period installation, decontamination, re-installation, packing and under Article 8. transportation of defective Products to Seller and back to Buyer. 7. Title and Risk 8.5 The warranties and remedies are conditioned upon (a) 7.1 Unless otherwise agreed in writing between the Parties, proper storage, installation, use, operation, and maintenance risk of damage to or loss of the Products shall pass to the Buyer of Products, (b) Buyer keeping accurate and complete records as soon as they leave the Sellers facility. of operation and maintenance during the warranty period and 7.2 Notwithstanding delivery and the passing of risk in the providing Seller access to those records, and (c) modification Products, or any other provision of these Terms and or repair of Products or Services only as authorized by Seller in Conditions, title in the Products shall not pass to the Buyer writing. Failure to meet any such conditions renders the until the Seller has received in cash or cleared funds payment warranty null and void. Seller is not responsible for normal in full of the price of the Products and Services and all other wear and tear. goods agreed to be sold by the Seller to the Buyer for which 8.6 This Article 8 provides the exclusive remedies for all claims payment is then due. based on failure of or defect in Products or Services,regardless 7.3 Until such time as title in the Products passes to the Buyer, of when the failure or defect arises, and whether a claim, the Seller shall be entitled at any time to require the Buyer to however described,is based on contract,warranty,indemnity, deliver up the Products to the Seller and, if the Buyer fails to tort/extra-contractual liability (including negligence), strict do so forthwith, to enter upon any premises of the Buyer or liability or otherwise.The warranties provided in this Article 8 any third party (whose cooperation the Buyer hereby are exclusive and are in lieu of all other warranties,conditions undertakes to procure) where the Products are stored and and guarantees whether written,oral,implied or statutory.NO repossess the Products. Until such time as in accordance with IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR this provision, the Products shall not be pledged or given as CONDITION OF MERCHANTABILITY OR FITNESS FOR A security or resold by the Buyer and the Buyer undertakes to PARTICULAR PURPOSE APPLIES. store the Products in its premises separately from its own goods or those of any other person and in a manner which 9. Intellectual Property Rights makes them readily identifiable as the Seller's Products. 9.1 If any claim, demand, action or proceeding is brought 7.4 The Buyer shall reimburse the Seller for any expenses and against the Buyer for alleged infringement of any registered costs to the Seller in recovering any Products arising from any design or trade mark or trade name or copyright or letters non-compliance by the Buyer with the terms of Article 7.3. patent (the specifications of which are published prior to the date of the Contract) by the Products or any part thereof or 8. Warranty any allegation of such infringement is made,and provided that 8.1 Seller warrants that Products shall be delivered free from the Buyer does not concede the existence of an infringement defects in material, workmanship and title and that Services but gives the Seller immediate notice in writing of any such shall be performed in a competent, diligent manner in allegations or infringement or of the institution of any such accordance with any mutually agreed specifications. action or proceeding and permits the Seller to answer the allegation and to conduct all negotiations in respect of such Page 4 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) allegation and to defend the action or proceeding, and also or paid or agreed to be paid by the Seller in settlement of any provided that the Buyer gives the Seller (at the Seller's costs claim for infringement of any patent, copyright, design, trade and expense)all information assistance and authority required mark or other industrial or intellectual property rights of any for those purposes and does not by any act (including any other person which results from the Seller's use of the Buyer's admission or acknowledgment) or omission prejudice the specification. conduct of such defense,then: 9.7 The patent and design rights held by the Seller shall remain 9.1.1 The Seller will at its own election either effect any the absolute property of the Seller and such designs and settlement or compromise which it deems reasonable or drawings, equipment or any part thereof shall not be at its own costs and expense defend any such action or reproduced or disclosed or allowed to be reproduced or proceeding and if the Products or any part thereof is in disclosed by the Buyer without the Seller's consent in writing. such action or proceeding held to constitute infringement and is the subject of an injunction 10.Termination and/or Suspension of Products restraining its use or any order providing for its delivery 10.1 In the event that: up or destruction the Seller shall at its own election and 10.1.1 the Buyer is in breach of the Contract;or costs and expense either: 10.1.2 the Buyer makes any voluntary arrangement with (i) procure the Buyer the right to retain and its creditors or (being an individual or firm) becomes continue to use the Products or part thereof;or bankrupt or (being a company) goes into liquidation (ii) modify the Products or any part thereof so that (otherwise than for the purposes of amalgamation or it becomes non-infringing;or reconstruction) or have an order made or resolution (iii) replace the Products or any part thereof with passed for such winding-up or shall otherwise become one that is non-infringing. insolvent or make such proposal, assignment or 9.2 The Seller shall not be under any of the obligations arrangement for the benefit of its creditors or have a specified in Article 9.1 hereof in any of the following events: receiver or manager appointed over its affairs or have an 9.2.1 Any infringement or allegation thereof which is due application made to court forthe appointment of a judicial to the Seller having followed a design or instruction manager or be placed under a judicial management order; furnished by the Buyer or based upon the use of the or Products in a manner or for a purpose not reasonably to 10.1.3 an encumbrancer takes possession of,or a receiver be inferred by the Seller or disclosed to the Seller prior to is appointed over, any of the property or assets of the making the Contract or in combination with other goods Buyer;or or devices or services not made or supplied by the Seller; 10.1.4 the Buyer ceases,or threatens to cease,to carry on or business;or 9.2.2 The Buyer entering into any compromise or 10.1.5 there is a change in control of the Buyer which in settlement in respect of such action or proceeding the reasonable opinion of the Seller adversely affects the without the Seller's prior consent in writing;or position,rights or interests of the Buyer. (For the purpose 9.2.3 Modifications of the Products by the Buyer or a of this sub-Article,"control"means the ability to direct the third party. affairs of another whether by virtue of contract, 9.3 If the Buyer stops using the Products in order to reduce the ownership of shares,or otherwise howsoever);or damage or for any other good reason, it shall be obliged to 10.1.6 in the reasonable opinion of the Seller,there occurs point out to the third party that no acknowledgement of the a material change in the financial position of the Buyer alleged infringement may be inferred from the fact that the which is likely to affect the Buyer's ability to perform its use has been discontinued. obligations under the Contract;or 9.4 The Seller's obligation to reimburse the Buyer for any 10.1.7 The Seller reasonably apprehends that any of the claims resulting from the infringement of any intellectual events mentioned above is about to occur in relation to property rights shall expire three(3)years from the start of the the Buyer and notifies the Buyer accordingly, the Seller Warranty Period. shall be entitled to, by issuance of a written notification, 9.5 As provided in Article 9,the Seller shall not be liable for any (i)terminate the Contract forthwith on the occurrence of damage or losses incurred by the Buyer arising from the use or each of the events in Articles 10.1.2, 10.1.3, 10.1.4 or non-use of any infringing Products or any part thereof. 10.1.5 or suspend any further deliveries, production or 9.6 If the Products are to be manufactured or any process is commissioning works or the Services under the Contract to be applied to the Products by the Seller in accordance with without any liability to the Buyer on the occurrence of a specification submitted by the Buyer, the Buyer warrants each of the events in Articles 10.1.1, 10.1.6 and 10.1.7, that any design or instructions furnished or given by it shall not and upon the issuance of Seller's written notification of be such as will cause the Seller to infringe any registered such termination or suspension, (ii) if the Products have designs or trade mark or trade name or copyright or letters been delivered or completed but not paid for, the price patent in the performance of the Contract and shall indemnify shall become immediately due and payable the Seller against all loss, damages, costs and expenses notwithstanding any previous agreement or arrangement awarded against or incurred by the Seller in connection with to the contrary, and (iii) the Seller shall be entitled to Page 5 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) retain any security given or monies paid by the Buyer and 11.2 The Buyer acknowledges that the Software contains apply the said security or monies against the assessed valuable confidential and proprietary information and trade losses and damages, if any, suffered by the Seller, or if secrets of the Seller or its licensors, and undertakes that it there is no such security or monies paid by the Buyer, to (including its agents, employees and/or servants) shall not, recover the same otherwise. without the Seller's prior consent in writing, disclose the 10.2 Upon the issuance by the Seller of a written notification details of the Software to third parties. giving notice of the suspension of any further deliveries, 11.3 All rights, title and interest in the Software, including production or commissioning works or the Services under the revisions and updated versions, shall remain the property of Contract pursuant to Article 10.1,the Buyer shall: the Seller or its licensors. All rights to the Software not 10.2.1 if the suspension is due to or arises from a breach expressly granted in the Contract shall remain reserved. by the Buyer of the Contract under Article 10.1.1, remedy 11.4 In the event the Software contains third party such breach within ten (10) days of the written components which the Seller has licensed under generally notification of suspension, failing which the Buyer used "open source' license terms, the terms of the Contract shall be entitled to terminate the Contract forthwith by shall apply to those components to the extent that they do not issuance of a written notice to the Buyer;or conflict with the"open source"license terms. If necessary,the 10.2.2 if the suspension is due to or arises from a material Buyer and End-User agree to sign a license agreement with the change in the Buyer's financial position in accordance with licensor of the Software. Article 10.1.6, provide the Seller with a bank guarantee or 11.5 The Buyer is only allowed to make one (1) back-up copy such other security ("Security') to the Seller's reasonable of the Software without the Seller's prior consent in writing. satisfaction within fourteen (14) days of the written 11.6 The use of the Software on hardware other than the notification of suspension, failing which the Seller shall be agreed equipment requires the Seller's consent in writing. entitled to continue the suspension until the Seller is 11.7 Unless otherwise agreed, the Software shall be provided provided with such Security or to terminate the Contract in machine-readable form(object code)only. forthwith by issuance of a written notice to the Buyer;or 11.8 The Seller may terminate the Buyer's and/or End-User's 10.2.3 if the suspension is due to or arises from an Article license upon notice of breach of these license terms.The Buyer 10.1.7 event, provide the Seller with proof to the Seller's and/or End-User must destroy all copies of the Software reasonable satisfaction,within ten (10) days of the written immediately upon notice of termination. The Buyer or End- notification of suspension, that the relevant event, the User will not disassemble or otherwise modify the Software occurrence of which the Seller reasonably apprehends, is without express agreement in writing from the Seller. not occurring and will not occur, failing which the Seller shall be entitled to continue the suspension until the Seller 12.Confidentiality is provided with such proof or to terminate the Contract 12.1 Seller, Buyer, and Buyer's End-User (as to information forthwith by issuance of a written notice to the Buyer. disclosed, the "Disclosing Party") may each provide the other In the event the Contract is terminated pursuant to Articles party (as to information received, the "Receiving Party") with 10.2.1 to 10.2.3, the Seller shall, in addition and without Confidential Information in connection with this Contract. prejudice to the remedies in Article 10.1, be entitled to "Confidential Information" means (a) information that is recover all losses and damages from the Buyer. designated in writing as "confidential" or "proprietary" by 10.3 The losses and damages in Articles 10.1 and 10.2 shall Disclosing Party at the time of written disclosure, and (b) include but are not limited to all costs,expenses and liabilities information that is orally designated as "confidential" or reasonably incurred by the Seller in respect of Products that "proprietary" by Disclosing Party at the time of oral or visual are partially completed or Services not fully performed as well disclosure and is confirmed to be "confidential" or as any costs, expenses and liabilities in expectation of the "proprietary" in writing within twenty(20) days after the oral completion of the Products.Termination of the Contract by the or visual disclosure. In addition, prices for Products and Seller shall not discharge the Buyer from any existing Services shall be considered Seller's Confidential Information. obligation accrued due on or prior to the date of termination. 12.2 Receiving Party agrees: (i) to use the Confidential 10.4 The rights and remedies granted to the Seller pursuant to Information only in connection with the Contract and use of the Contract are in addition to,and shall not limit or affect,any Products and Services, (ii) to take reasonable measures to other rights or remedies available at law or in equity. prevent disclosure of the Confidential Information to third parties,and (iii)not to disclose the Confidential Information to 11.Software a competitor of Disclosing Party. Notwithstanding these 11.1 Where applicable, the Seller grants to the Buyer a non- restrictions,(a)Seller may disclose Confidential Information to exclusive, non-transferable license to use the Software its affiliates and subcontractors in connection with delivered with the Products for the purposes stated in the performance of the Contract, (b) a Receiving Party may Seller's proposed Quote's Scope of Work or the manual disclose Confidential Information to its auditors,(c) Buyer may associated with the Products during the validity of the Contract disclose Confidential Information to lenders as necessary for subject to the provisions of this Article 11 and Seller's Software Buyer to secure or retain financing needed to perform its License. obligations under the Contract, and (d) a Receiving Party may Page 6 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) disclose Confidential Information to any other third party with date by commencing an action or arbitration, as applicable the prior written permission of Disclosing Party, and in each under this Contract, before expiration of any statute of case, only so long as the Receiving Party obtains a non- limitations or other legal time limitation but in no event later disclosure commitment from any such subcontractors, than six months after expiration of such warranty period. auditors, lenders or other permitted third party that prohibits 13.4 Seller shall not be liable for advice or assistance that is not disclosure of the Confidential Information and provided required for the scope of work under this Contract. further that the Receiving Party remains responsible for any 13.5 If Buyer is supplying Products or Services to a third party, unauthorized use or disclosure of the Confidential or using Products or Services at a facility owned by a third Information. Receiving Party shall upon request return to party, Buyer shall either (i) indemnify and defend Seller from Disclosing Party or destroy all copies of Confidential and against any and all claims by,and liability to,any such third Information except to the extent that a specific provision of party in excess of the limitations set forth in this Article 13,or the Contract entitles Receiving Party to retain an item of (ii) require that the third party agree, for the benefit of and Confidential Information. enforceable by Seller, to be bound by all the limitations 12.3 The obligations under this Article 12 shall not apply to any included in this Article 13. portion of the Confidential Information that: (i) is or becomes 13.6 For purposes of this Article 13, the term "Seller" means generally available to the public other than as a result of Seller, its affiliates, subcontractors and suppliers of any tier, disclosure by Receiving Party, its representatives or its and their respective employees. The limitations in this Article affiliates; (ii) is or becomes available to Receiving Party on a 13 shall apply regardless of whether a claim is based in non-confidential basis from a source other than Disclosing contract, warranty, indemnity, tort/extra-contractual liability Party when the source is not, to the best of Receiving Party's (including negligence), strict liability or otherwise, and shall knowledge,subject to a confidentiality obligation to Disclosing prevail over any conflicting terms, except to the extent that Party; (iii) is independently developed by Receiving Party, its such terms further restrict Seller's liability. representatives or affiliates, without reference to the Confidential Information; (iv)is required to be disclosed by law 14.Force Majeure or valid legal process provided that the Receiving Party 14.1 The Seller shall not be liable to the Buyer or be deemed intending to make disclosure in response to such requirements to be in breach of the Contract by reason of any delay in or process shall promptly notify the Disclosing Party in advance performing, or any failure to perform, any of the Seller's of such disclosure and reasonably cooperate in attempts to obligations in relation to the Products, if the delay or failure maintain the confidentiality of the Confidential Information. was due to force majeure. For the purposes of this Article, 12.4 Each Disclosing Party warrants that it has the right to force majeure shall mean any unforeseen event beyond the disclose the information that it discloses. Neither Buyer nor reasonable control of the Seller such as, but not limited to any Seller shall make any public announcement about the Contract act of God,act of government or any authorities, non-issuance without prior written approval of the other party. As to any of licenses, hostilities between nations, war, riot, civil individual item of Confidential Information, the restrictions commotions, civil war, insurrection, blockades, import or under this Article 12 shall expire five(5)years after the date of export regulations or embargoes, rainstorms, national disclosure. Article 12 does not supersede any separate emergency, earthquake, fires, explosion, flooding, hurricane confidentiality or nondisclosure agreement signed by the or other exceptional weather conditions or natural disaster, Parties and/or End-User. acts of terrorism, accidents, sabotages, strikes, shortages in material or supply, infectious diseases, pandemics, epidemics, 13.Limitation of Liability as well as travel restrictions or travel warnings due to any such 13.1 The total liability of Seller for all claims of any kind arising events.If any delay in performing,or any failure to perform the from or related to the formation, performance or breach of Contract is caused by the delay of a subcontractor of the Seller, this Contract,or any Products or Services,shall not exceed the and is beyond the control and without the fault or negligence (i)Contract Price,or(ii) if Buyer places multiple order(s) under of the Seller,the Seller shall incur no liability for such delay. the Contract, the price of each particular order for all claims 14.2 Where there is force majeure,the Seller is entitled to an arising from or related to that order and ten thousand US extension of the Delivery Date(s)as provided in Article 14. dollars (US $10,000) for all claims not part of any particular 14.3 Without prejudice to the other provisions of this Contract, order. where the force majeure continues for more than six (6) 13.2 Seller shall not be liable for loss of profit or revenues,loss months, the Seller shall have the right to terminate the of use of equipment or systems, interruption of business,cost Contract. In such a situation,the Seller shall be reimbursed for of replacement power, cost of capital, downtime costs, Products already performed/delivered, cost of materials or increased operating costs, any special, consequential, goods reasonably ordered, any other expenditure reasonably incidental, indirect, or punitive damages,or claims of Buyer's incurred in the expectation of completing the Products as well customers for any of the foregoing types of damages. as the reasonable cost for removal of the Seller's equipment 13.3 All Seller liability shall end upon expiration of the and demobilization of personnel. applicable warranty period, provided that Buyer may continue to enforce a claim for which it has given notice prior to that Page 7 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) 15.General 16.Governing Law and Dispute Resolution 15.1 The Buyer shall not assign any of its rights or obligations 16.1 This Contract shall be governed by and construed in under the Contract without the prior written consent of the accordance with the laws of(i)the State of California, County Seller, such consent to be signed by its authorized of Orange. representatives.Any attempted delegation or assignment shall 16.2 All disputes arising in connection with this Contract, be void. The Seller may attach conditions to the giving of its including any question regarding its existence or validity,shall consent. be resolved in accordance with this Article 16. If a dispute is 15.2 The Seller may assign any of its rights (including not resolved by negotiations, either party may, by giving receivables) under the Contract without the prior written written notice, refer the dispute to a meeting of appropriate consent of the Buyer. higher management, to be held within twenty (20) business 15.3 The Seller may sub-contract the performance of the days after the giving of notice. If the dispute is not resolved Contract or any part of the Contract without obtaining the within thirty (30) business days after the giving of notice, or prior consent of the Buyer. such later date as may be mutually agreed, either party may 15.4 The Buyer shall comply with all relevant statutes, rules commence mediation or court proceedings, depending upon and regulations and by-laws affecting its obligations and the the location of the Seller, in accordance with the following: performance of the Contract and shall obtain at its own costs (a) legal action shall be commenced in federal court with and expenses all necessary permits and licenses and shall jurisdiction applicable to,or state court located in, Orange furnish to the Seller, upon request, information or County, California. documentation of the Buyer's compliance, as well as to any (b) In reaching their decision, the mediator shall give full other information or documentation required to enable the force and effect to the intent of the parties as expressed Seller to comply with any laws, rules, regulations and in the Contract, and if a solution is not found in the requirements applicable to its performance of the Contract. Contract, shall apply the governing law of the Contract. 15.5 Any notice required or permitted to be given by either The decision of the mediator shall be final and binding Party to the other under these Terms and Conditions shall be upon both parties, and neither party shall seek recourse in writing and signed by the authorized representatives of the to a law court or other authority to appeal for revisions of Party addressed to that other Party at its registered office or the decision. principal place of business or such other address as may at the 16.3 Notwithstanding the foregoing, each party shall have the relevant time have been notified to the Party giving the notice. right at any time, at its option and where legally available, to Notices may be delivered by hand, or by prepaid registered immediately commence an action or proceeding in a court of post or by facsimile and shall be deemed to have been served: competent jurisdiction, subject to the terms of this Contract, (i) if by hand,at time of delivery; to seek monetary damages shall only be available in (ii) if by prepaid registered post, 3 working days after accordance with Article 16. posting; (iii) if by facsimile, on the date printed on the facsimile transmission report produced by the sender's machine. 15.6 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. If the Seller delays, targets or chooses not to enforce its right under the Contract, it shall not affect its right to do so at a later date. 15.7 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part such provision shall be construed, limited or if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected but shall remain in full force and effect. 15.8 No terms shall survive the expiry or termination of the Contract unless expressly provided. 15.9 The Contract is the entire agreement between the Parties and may not be changed unless agreed in writing by properly authorized representatives of both Parties.The Contract shall supersede any other express or implied,written or oral terms, arrangements,customs or practices. Page 8 of 8 Systems Integrated Terms and Conditions for Sales of Products and Services Rev.7(1/2023) �LF SYSTEMS _ - INTEGRATE© Attachment D-SAMPLE TASK ORDER FORM CITY OF UKIAH Task Order Task Order No.: Date Requested: Order/Contract/P.O.: Requested By: Statement of the Work Requested: Deliverables: Costs: Labor: Materials: Other Direct Costs: TOTAL COSTS: $ Notes: Task Order Prepared by: Date Task Order Submitted: Customer Acceptance of Task Order: Date of Acceptance: NOTE: Customer's acceptance of a submitted Task Order constitutes approval for SI to proceed with the work. Task Orders will remain valid for ninety(90)days after date of submission to Customer.