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HomeMy WebLinkAboutAG 20-066 - Right! Systems RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ.BY: 3/13/2020 4, TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT A GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): __ ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Cisco UC Upgrade to 12.5 6. NAME OF CONTRACTOR: Right! Systems, Inc. ADDRESS: 2600 Willamette Dr.NE,Suite C TELEPHONE (360)443-5193 E-MAIL: carrie.sovde@nghtsys.corn FAX: N/A SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:© SCOPE,WORK OR SERVICES O COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 4/1/2020 COMPLETION DATE. 7/31/2020 9, TOTAL COMPENSATION$_9,500 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (1I'CALCULATED ON HOURLY LABOR CI IARGE-ATTACH SCREDULCS OF EMPi,OYEES TITLES AND tIOLiDAY RATES) RLINIBURSABLE I,XPLNSE:MYES FINO IFYES,MAXIMUM DOLLARAMOUNT: S 1200 IS SALES TAX OWED AYES ❑NO IF YES,$ PAID BY:❑CONTRACTORS CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED Q PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-91-480 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REV EW ISD IMTIAL DATE APP CAVED PROJECT MANAGER E'SIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:■ SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 1� 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:_ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SI NED ❑ LAW DEPARTMENT ❑ SIGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERIC Q q ❑ ASSIGNED AG# 1AG -- ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: �+ T-L Ce w' 11301 R r. .�„ r,T ! r 1w.. . g'••.*. s.'y d,,.»'"�.1`"M1,tw•;rNw*t'J',E�,. �."�h. 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R7 w "Y L}.°� '` >ktk�•.��"J e 'aa;4i �"" ,�r „ �•..�� ,a � ,� '9— ��� a `� ffw `* + '.D.lt�•y� � W � ..sem r _i, -,�' .r `Pr v r. ti g`,..w r ::'. EF Sys;.�W�,rw7°•,z' � �• 'er—*.-- f... ptY# ma:'.�lr `� � ,x'..,' �.�E'"' v# e"�o�".0 i � 4'4 j � i y 5� +oF ,.,k. r - Cisco UC Upgrade to 12.5 Statement of Work Prepared for: City of Federal Way April 24, 2020 EXECUTIVE SUMMARY Since 1993, Right! Systems, Inc. has provided business-driven, multi-vendor IT solutions to clients worldwide. Drawing on deep industry expertise and a portfolio of interrelated consulting, application, and infrastructure services, our solutions can help you gain control of your enterprise-wide technology, increase productivity and end-user satisfaction, refocus talent and energies on your core business, and decrease total cost of ownership. Our ability to provide solutions that adapt to our customers' ever-changing markets begins with a collaborative effort that allows you to seamlessly integrate technologies to meet your changing needs. As a leading technology services company and a comprehensive provider of consulting, integration, procurement and support services, Right! Systems professionals are there every step of the way. We work directly with you to provide insightful analysis and industry-specific counsel on strategy, best-practices, technology and management; from the design stage through implementation and beyond you can be sure we have a solution that will work for you. PROJECT OBJECTIVE City of Federal Way has asked Right! Systems, Inc. (RSI) for a proposal of services, in the form of a Statement of Work (SOW), to perform a Cisco Unified System Upgrade to version 12.5. RSI's statement of work accomplishes the following objectives: • Upgrade Cisco Unified Communication Manager from 11.5 to 12.5 Upgrade Cisco Unity Connection from 11.5 to 12.5 Migrate Cisco CUCM and CUCX License to Cisco Cloud Smart License Cloud Service At the conclusion of this engagement, City of Federal Way and RSI will meet to discuss any next steps and future engagements. RIGHT! ©2019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC P o g c 12 PROJECT SCOPE The following section defines the stages, activities, and deliverables associated with this project. Document Expected Activities: Current State • Download all PAK and License Files from Prime License Manager of UC • Run System Configuration Report Tool Infrastructure • Perform Baseline portion of Upgrade Acceptance Testing 0 Document OS, Admin and Security Password for UC Applications Project Deliverables: • 11.5 License Files a Pre-Upgrade System Configuration Report e Output from Baseline Upgrade Acceptance Testing Upgrade ESXi & Expected Activities: Cisco UC • Upgrade Voice BER ESXi from version 6 to 6.5 Application to • Perform DRS Backup for all UC Application Server version 12.5 Y Migrate UC Licensing from PLM to CSR 12 (Cisco Smart Licensing) • Upgrade UC Application to version 12.5 8 Perform Post Upgrade Acceptance Testing • Perform Post Upgrade System Configuration Report *This stage of the project will be disruptive and is expected to be performed after hours Project Deliverables: • Fully functional VMWare ESXi environment running version 6.5 • Fully Operational UC Applications running version 12.5 • Post-Upgrade Acceptance Testing Results • Post Upgrade System Configuration Report RIGHT! 02019 Right!Systems,Inc.-Confidential&Proprietary °r SYSTEMS INC Page 13 *,,Ib.ACTIVITIES DELIVERABLES r Documentation Expected Activities: Review and . Documentation Review Project . UC 12.5 New Feature Review Completion • Cisco Smart Software Manager Review (new license portal) • Project Sign Off Project Deliverables: • Final Project Documentation RIGHT! 02019 Right!Systems,Inc,-Confidential&Proprietary SYSTEMS INC P a g c /4 CUSTOMER REOUIREMENTS The following section defines the customer requisites needed at or prior to the start of this engagement.This list of requirements may expand based on discovery during the kickoff meeting and planning stage, as well as the ongoing work detailed in the project scope. Prerequisites ■ Cisco SWSS Contract associated to CCO Any technologies or deliverables other than those specifically noted in the project scope of this SOW are not included as part of this engagement.Activities listed in the project scope are subject to change as needed only to complete the explicit deliverables for each stage. For clarification purposes, some technologies that are out of scope for this engagement include, but are not limited to: d • • v+. Out of Scope 9 No additional, specific clarifications of Out of Scope technologies RIGHT! 0C 2019Right/Systems,Inc,-Confidential&Proprietary SYSTEMS INC Page 15 The general assumptions listed below apply to this engagement unless specifically contradicted in the Project Purpose or Project Scope above. General a City of Federal Way may need to provide RSI with access to their Assumptions offices, a convenient place to work, network connectivity and internet access while onsite. • Sufficient power, cooling, rack space, and cabling is required for any hardware related to this engagement and is the sole responsibility of City of Federal Way. • Hardware, software, or licensing needed for the solutions being deployed or upgraded in the environment is the sole responsibility of City of Federal Way. • Administrative-level permissions for particular hardware or software components of the environment may need to be provided to RSI for the duration of this engagement. • Service-impacting activities may require maintenance windows for scheduled downtimes. • City of Federal Way resources will need to be available as requested by RSI team members. Technical support from the provider of any hardware or software related to this engagement may be required, both during and after business hours. • RSI is not responsible for any hardware or software failures not caused directly or indirectly by RSI negligence or willful misconduct during this project which could potentially cause the schedule for project completion to be delayed. RSI may submit a Change Order to readjust the cost of this agreement based on the circumstances. • Project estimates do not include any time or costs associated with hardware or software-related support incidents not caused directly or indirectly by RSI's negligence or willful misconduct. Those incidents that result in RSI needing to open and work to resolution a vendor-related issue on behalf of City of Federal Way may be viewed as a Change Order to this agreement and will required a Change order to be executed RSI may need to pause the project until the Change Order is fully executed by both parties. ■ Expected Activities in the scope define a framework of activities for this engagement and are subject to minor alterations to effectively complete the project deliverables for each stage RIGHT! 02019 Right!Systems,Inc.-Confidential&Proprietory SYSTEMS INC Page J6 CHANGE MANAGEMENT PROCESS This statement of work may be amended upon agreement of both RSI and City of Federal Way and the execution of a modification to the statement of work (Change Order). Both RSI and City of Federal Way may request a Change Order to effect a change to the Project. All requests for a Change Order shall be made in writing to the other party. If the requested Change Order results in a deviation to the activities or deliverables, both RSI and City of Federal Way may agree to an adjustment of the price, as applicable, and as referenced in the Change Order. For services that do not affect the material effort to complete a stage of work, RSI will strive to complete these efforts without a Change Order if they do not impact the schedule or completion of a particular stage of the project. RSI will consider a Change Order necessary for reasons including, but not limited to,the following: An identified prerequisite is not complete Any prerequisites identified in this statement of work or subsequent discussions with City of Federal Way that are not complete prior to the start of this engagement (or particular stage of this engagement where those prerequisites are necessary) may require a change in schedule and Change Order to accommodate the time lost as a result of the prerequisite(s) not being met. The engagement cannot continue or complete If, during the project activities, RSI determines the project cannot continue without a Change Order, or can continue, but cannot complete without a Change Order, RSI will attempt in good faith to immediately reach City of Federal Way to discuss the impact and potential Change Order.Any delays in execution of a Change Order to address an activity or deliverable needed to continue or complete the project may result in scheduling delays. Architectural or environmental conditions not previously identified are a common reason for this potential Change Order. Additional services warranted If either RSI or City of Federal Way identify additional services outside the Project Scope that do not materially affect the successful completion of this project, but are needed or wanted by City of Federal Way, a Change Order or new statement of work may be requested by either party. . PIGHT! (072019 Right!Systems,Inc.-Confidential&Propriefory SYSTEMS INC Paye /7 PQnjprT TEAIV Project Engineer(s) The role of the Project Engineer is to plan and lead day-to-day project activities, making adjustments as needed during the progression of the work described in the project scope. Common Project Engineer tasks include, but are not limited to: • Performing daily activities that deliver the project scope. • Implementation of all technical solutions put forth in this SOW. • Creation and development of project documentation deliverables. • Leading meetings necessary for project deliverables • Technical review of progress with the team. Project Architect A Right! Systems Project Architect will be assigned to the project to assist with the technical accuracy of project deliverables. The Project Architect may oversee, review, and validate all technical details, participate in kickoff meetings, and work with the Project Engineer during any planning and design stages. Specific Project Architect tasks may include, but are not limited to: • Providing technical thought leadership to the team to ensure successful delivery of the project scope. • Review of service-related documentation and implementation of the project. • Orchestrate the technical efforts to deliver a comprehensive solution. Note: Project Architect activities will be conducted in a remote capacity Project Manager/ Project Coordinator RSI will assign a Project Manager ("PM") or Project Coordinator ("PC') to act as a single point of contact for City of Federal Way, for the management of the services set forth in this SOW. The PM/PC employs formal project management techniques and methodologies based on best practice and industry standards. Project management tasks may include, but are not limited to: ® Acting as the single point of contact and accountability for successful delivery of this Statement of Work • Maintaining a focus on time, cost, and scope • Coordination of kick-off, status, and closure meetings • Establishing and managing the services schedule, deliverables, and status reporting ® Identification and management of risks, issues, and escalations • Confirmation of delivered milestones and services in accordance with this SOW • Obtaining service completion and project sign-off from City of Federal Way Note: PM/PC activities will be conducted primarily in a remote capacity with onsite engagement as appropriate RIGHT! 02019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC Payc �8 PROJECT PRICING Based on the requirements gathered from City of Federal Way and work plan detailed in the project scope section of this Statement of Work,the following represents the fixed pricing related to this project. Cisco UC Upgrade $9,200.00 to 12,5 ($2,100.00) Discount for Cisco UC Upgrade to 12.5 for City of Federal Way& South King Fire&Rescue being executed in parallel $7,100.00— Project subtotal if discount is applied If additional work is required to complete any activities or deliverables not defined in this scope of work, an executed change order will be required. Pricing put forth in this SOW is based on normal working hours of Monday through Friday, 8:00 AM — 5:00 PM, with after-hours, weekend, and holiday rates taken into consideration as appropriate for specific portions of the engagement. Scheduled dates for performance of the services detailed within will be determined as part of the project kickoff. City of Federal Way acknowledges that RSI will confirm scheduling only upon receiving this signed, executed agreement, and an accompanying purchase order if required. Scheduling for qualified resources may require up to six (6) weeks lead time, and any changes or delays to the schedule by City of Federal Way will require additional lead time. Pricing does not include any associated costs for hardware, software, licensing, or materials directly or indirectly related to this engagement. I KHvtL AND EXPENSE In the event that RSI is required or requested to travel during this project it is expected and agreed to that City of Federal Way will reimburse RSI as described in the Terms and Conditions section below. Estimate $1,200.00 RIGHT! ©2019 Hight!Systems,inc.-Confidentio!&Proprietary SYSTEMS INC Page /9 TERMS AND CONDITIONS 1. PURPOSE AND MEANING OF SIGNATURES City of Federal Way signature on this document indicates that City of Federal Way agrees that the content, terms, conditions, and deliverables contained herein accurately reflect the services required by City of Federal Way. City of Federal Way decision to purchase the services described will be based on this document in its entirety. RSI signature on this document indicate that RSI's obligation to undertake the services as defined in this Statement of Work, in the time frames described herein effective as of the date of City of Federal Way decision to purchase and providing that City of Federal Way provides appropriate purchase/payment commitments. 2. WARRANTIES RS1 Warranties. RSI represents and warrants that (a) RSI has the power and authority to enter into and perform its obligations under this Agreement, and (b) RSI's Services under this Agreement shall be performed in a workmanlike manner in accordance with the highest standards of quality, shall conform strictly to the requirements as set forth in this agreement, and shall be fit for their intended uses. RSI shall take all reasonable precautions to protect the equipment and data of City of Federal Way against loss, damage, theft or disappearance while in the care, custody, or control of RSI, its representatives, agents, and subcontractors. City of Federal Way Warranties. City of Federal Way represents and warrants that it has the power and authority to enter into and perform its obligations under this Agreement. Disclaimer of Warranty. Except for the limited warranty set forth previously, RSI makes no warranties hereunder, and RSI expressly disclaims all other warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. 3. INVOICING AND PAYMENT Payment. All invoices are to be paid to RSI in net 30 days. In addition, RSI and City of Federal Way mutually agree to a progressive invoicing schedule on weekly or bi-weekly basis. If City of Federal Way requires a purchase order to process payments, please provide a purchase order number during signature of this agreement. Late Payment. City of Federal Way shall pay to RSI all undisputed fees within 30 days of the date of the applicable RSI invoice. If City of Federal Way fails to pay any undisputed fees within 30 days from the date of an invoice, where applicable, late charges of 1.5% per month or the maximum allowable under applicable law shall also become payable by City of Federal Way to RSI. In addition, failure of City of Federal Way to fully pay any undisputed fees within forty-five 45 days after the applicable due date shall be deemed a material breach of this Agreement,justifying suspension of the performance of the Services by RSI, and will be sufficient cause for immediate termination of this Agreement by RSI. Any such suspension does not relieve City of Federal Way from paying past undisputed due fees plus interest and in the event of collection enforcement, City of Federal Way shall be liable for any costs associated with such collection, including, but not limited to, legal costs,attorneys'fees,court costs and collection agency fees. RIGHT! (01019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC Paye 10 Taxes. In any case or jurisdiction where RSI is required to charge tax for services provided pursuant to this Agreement, RSI shall invoice to and collect from City of Federal Way, and remit, such sales tax. Each party shall be responsible for any other taxes assessed against it. 4. TRAVEL AND EXPENSE In the event that RSI is required or requested to travel during this project, it is expected and agreed upon that City of Federal Way will reimburse RSI for any necessary travel expenses. All expenses for reimbursement will be documented and provided to City of Federal Way. These expenses may include airfare, rental car, parking, ground transportation,tolls,travel time, meals, and lodging. S. NO HIRE During the course of this project and for a period of twelve months following the conclusion of this SOW, City of Federal Way shall not directly or indirectly hire, solicit, or encourage RSI employees or contractors to leave the employment of RSI in an effort to gain employment with City of Federal Way. 6. CONFIDENTIAL INFORMATION All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor.The Contractor will fully cooperate with the City in identifying,assembling, and providing records in case of any public records disclosure request. Each party agrees that during the course of this Agreement, information that is confidential or reasonably understood to be proprietary, trade secret or similar designation due to its nature and circumstances of disclosure, may be disclosed to the other Party, including, but not limited to, software, technology, technical processes and formulas, source codes, business and product plans, email, voicemail, wireless communications, firewalls, passwords and other business, personal, or unique identifiers ("Confidential Information"). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement,each Party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each Party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement. Neither party shall disclose, advertise,or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties. 7. LICENSE AND PROPRIETARY RIGHTS Proprietary Rights of City of Federal Way_. As between City of Federal Way and RSI, City of Federal Way information shall remain the sole and exclusive property of City of Federal Way, including, without RIGHT! 102019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC P o y e /11 limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. City of Federal Way hereby grants to RSI a non-exclusive,worldwide, royalty-free'license for the duration of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use City of Federal Way information as necessary to render the Services to City of Federal Way under this Agreement. Proprietary Rights a HSE.All materials, including but not limited to any computer software(in object code and source code form), data or information developed or provided by RSI or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by RSI to provide the Services to City of Federal Way, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "RSI Materials") shall remain the sole and exclusive property of RSI or its suppliers. To the extent, if any,that ownership of the RSI Materials does not automatically vest in RSI by virtue of this Agreement or otherwise, City of Federal Way hereby transfers and assigns to RSI all rights,title and interest which City of Federal Way may have in and to the RSI Materials. City of Federal Way acknowledges and agrees that RSI is in the business of providing network protection services, and that RSI shall have the right to provide to third parties' services which are the same or similar to the Services, and to use or otherwise exploit any RSI Materials in providing such services. 8. INDEMNIFICATION Both parties agree to indemnify, defend, and hold harmless the other party, its directors, officers, affiliates, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys, fees, to the extent that such action is based upon a claim that: (i) if true,would constitute a breach of any of the indemnifying party's representations, warranties, or agreements hereunder; (ii) arises out of the indemnifying party's negligence or willful misconduct; or(iii) hereunder results or arises from a party's violation of the law or any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights,trademarks,trade secrets, and/or licenses. Notice: In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld. 9. LIMITATION OF LIABILITY Except for instances of RSI negligence or willful misconduct, RSI shall have no liability for unauthorized access to, or alteration, theft or destruction of, City of Federal Way data files, programs or information through accident, fraudulent means, or devices. Neither party shall have liability for consequential, exemplary,special, incidental, or punitive damages even if RSI has been advised of the possibility of such damages. Except for instances of RSI negligence or willful misconduct,the liability of RSI to City of Federal Way for any reason and upon any cause of action shall be limited to the amount actually paid to RSI by RICHT! 102019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC P a g e 112 City of Federal Way under this Agreement during the four(4) months immediately preceding the date on which such claim occurred. 10. TERMINATION AND RENEWAL Term. This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect for ninety (90) days or until the completion of this service engagement, unless earlier terminated as otherwise provided in this Agreement. Termination. Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other Party which is acquiesced in and not dismissed within sixty(60)days,or results in an adjudication of bankruptcy,or the other Party materially breaches any of its representations,warranties or obligations under this Agreement, and such breach is not cured within ten (10) days of receipt of notice specifying the breach. Either party may terminate this Agreement at any time and for any reason by providing written notice of termination to the other party and a pro rata portion of the fees will be paid to RSI for Services not yet rendered on the date of termination. Termination and Payment. Upon any termination or expiration of this Agreement, City of Federal Way shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. 11. MISCELLANEOUS Entire A reement.This Agreement and attached Schedules constitute the entire agreement between City of Federal Way and RSI with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement. Cogperrition.The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties. Independent Contractors. RSI and its personnel, in performance of this Agreement, are acting as independent contractors and not employees or agents of City of Federal Way. Amendments. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment,change,waiver,or discharge is sought to be enforced. Customer Identification. RSI may use the name of and identify City of Federal Way as an RSI Customer in advertising, publicity, or similar materials distributed or displayed to prospective RSI Customers. Force Majeure. Except for the payment of fees by City of Federal Way, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. Wasi-ington Law.This Agreement shall be governed in all respects by the laws of the State of Washington without regard to its conflict of law's provisions,and City of Federal Way and RSI agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the: appropriate state or federal court RIGHT! 02019 Hight!Systems,Inc.-Confidential&Proprietory SYSTEMS INC Page 113 located in the City of Seattle, and City of Federal Way and RSI hereby submit to the jurisdiction of such courts. Assignment. Both parties shall not assign, without the prior written consent of the other party, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. Waiver.The waiver of failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. Severability. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. Counterparts.This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the Parties hereto. lteadina . The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. Approvals and Similar Actions. Where agreement, approval, acceptance, consent or similar action by either Party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Survival. All provisions of this Agreement relating to City of Federal Way warranties, confidentiality, non- disclosure, proprietary rights, and limitation of liability, City of Federal Way indemnification obligations, and payment obligations shall survive the termination or expiration of this Agreement. RIGHT! 02019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC Paye 114 PROJECT AGREE ENT The signatures below indicate that Right!Systems, Inc. and City of Federal Way agree to the scope as provided, and all terms and conditions detailed in this Statement of Work. If a City of Federal Way purchase order number is required for invoicing by Right! Systems, Inc., City of Federal Way agrees to provide purchase order number and/or copy of purchase order with signed Statement of Work. CUSTOMER P0: If no customer PO is provided, RSI will use the following PO for invoicing purposes: OPP83082 This Statement of Work is valid for signature 30 days from April 24, 2020. Name* r3 Name: Signatur Signature: J � Title: �,+— 5��` re Title: Date: S Date ii 2620 RICHT! (02019 Right!Systems,Inc.-Confidential&Proprietary SYSTEMS INC Paye /15