HomeMy WebLinkAboutContractAGREEMENT FOR SERVER ASSESSMENT & REMEDIATION
THIS AGREEMENT, dated for reference purposes only as April 22, 2025, is by and between the
City of Renton (the “City”), a Washington municipal corporation, and Right Systems, Inc.
(“Consultant”), a Washington Profit Corporation. The City and the Consultant are referred to
collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement
is effective as of the last date signed by both parties.
1.Scope of Work: Consultant agrees to provide Server Assessment and Remediation
services as specified in Exhibit A, which is attached and incorporated herein and may
hereinafter be referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth inExhibit A or as otherwise mutually
agreed by the Parties.
3.Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than December 31, 2025. [
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $2,450.00, plus any applicable state and local sales taxes.
Compensation shall be paid [based upon Work actually performed according to the
rate(s) or amounts specified in Exhibit A. The Consultant agrees that any hourly or flat
rate charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided
herein, the Consultant shall be solely responsible for payment of any taxes imposed
as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work isperformed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant’s performance does not meet the requirements
CAG-25-137
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of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the Cityafter partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineersshall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
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RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City’s or other’s
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and chargesand/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
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schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
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11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’sCode of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code,
Consultant shall obtain a City of Renton Business License prior to performing any Work
and maintain the business license in good standing throughout the term of this
agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City’s insurance policies shall
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not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City’s
recourse to any remedy available at law or in equity.
F. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
controloccur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Brett Tietjen
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6873
btietjen@rentonwa.gov
CONSULTANT
John Criscione
2600 Willamette Dr NE
Ste C
Olympia, WA. 98516
Phone: (425) 732-6250
john.croscione@rightsys.com
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
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A. Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
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E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management.The City’s projectmanager isBrett Tietjen,
Infrastructure and Security Manager. In providing Work, Consultant shall coordinate
with the City’s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
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G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
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IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
Kristi Rowland
Deputy Chief Administrative Officer
John Criscione
RSI/Account Manager
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
Shane Moloney
City Attorney
Contract Template Updated 5/21/2021
Clb 4-22-25 3415
Approved by Cheryl Beyer via email 4/22/2025
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PROJECT NAME: Server Assessment &
Remediation
CUSTOMER: City of Renton
OPPORTUNITY NUMBER:128493
TERMS: Incorporated Herein
DATE: April 21, 2025
INTRODUCTION
Right! Systems, Inc. (RSI) is pleased to present the following Statement of Work to City of Renton. This Statement of
Work outlines the objectives and tasks required to assess the existing VMWare and Windows Server environment
and remediate any found issues. This Statement of work provides the basis for all work done by RSI for this project
and is governed by the Terms and Conditions attached hereto and incorporated as a part of this SOW.
STATEMENT OF WORK TEAM
NAME ORGANIZATION/ROLE E-MAIL ADDRESS
Tony Matlick RSI/Director of Data Center & Cloud tony.matlick@rightsys.com
John Criscione RSI/Account Manager john.criscione@rightsys.com
PROJECT OBJECTIVE AND APPROACH
RSI’s statement of work accomplishes the following objectives:
Assess the existing VMWare and Microsoft Windows environment
Remediate issues
At the conclusion of this engagement, City of Renton and RSI will meet to discuss any next steps and future
engagements.
PROJECT SCOPE
The following section defines the stages, activities, and deliverables associated with this project.
I. Stage 1 – Kickoff, scheduling and assessment
a. Project Kickoff Meeting
b. Define roles/responsibilities and access
c. Assess the current server environment
d. Create initial documentation and recommendations for remediation
II. Stage 2 – Remediation & Project Closure
a. Remediate any issues identified during the assessment phase
b. Project Closure
DELIVERABLES
STAGE DELIVERABLES DESCRIPTION
STAGE 1 Kickoff and assessment Assess and document server environment
STAGE 2 Remediation & Closure Remediate and closeout project
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CUSTOMER REQUIREMENTS
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
o Remote access to the environment
OUT OF SCOPE ITEMS
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.
ASSUMPTIONS
This Statement of Work is based on the following assumptions. Should an assumption be incorrect, a change
request will be required and may result in additional costs to the statement of work.
City of Renton will be responsible for supplying all applicable hardware, software, and access to the working
environment prior to scheduling engineering resources. If resources are scheduled and these items have
not been completed, there will be a rescheduling fee up to 1 full day at the standard engineering billing rate.
City of Renton will be responsible to complete all identified prerequisites prior to scheduling engineering
resources. If resources are scheduled and the customer has not completed prerequisites, there will be a
rescheduling fee up to 1 full day at the standard engineering billing rate.
Consensus on project schedule will be agreed upon between RSI and City of Renton. If the schedule is not
adhered due to customer related delays, there will be a rescheduling fee up to 1 full day at the standard
engineering billing rate.
City of Renton may need to provide RSI with access to their 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 Renton.
Hardware, software, or licensing needed for the solutions being deployed or upgraded in the environment is
the sole responsibility of City of Renton.
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 Renton 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 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 a vendor-related issue on behalf of City of Renton may be viewed as a
Change Order to this agreement and will require 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.
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CHANGE MANAGEMENT PROCESS
This statement of work may be amended upon agreement of both RSI and City of Renton and the execution of a
modification to the statement of work (Change Order). Both RSI and City of Renton may request a Change Order. 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 Renton may agree to an adjustment of the price and
schedule, as applicable, and as referenced in the Change Order.
RSI will consider a Change Order necessary for reasons including, but not limited to, the following:
An identified prerequisite is not complete
o Any prerequisites identified in this statement of work or subsequent discussions with City of Renton
that are not complete prior to the start of this engagement (or stage of this engagement where
those prerequisites are necessary) may require a change in schedule and Change Order to
accommodate the time lost because of the prerequisite(s) not being met.
A change is scope of approach
o If, during the project activities, RSI determines the project cannot continue or complete without a
Change Order, RSI will attempt in good faith to immediately reach City of Renton 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.
PROJECT TEAM
Project Engineer(s)
The role of the Project Engineer is to lead day-to-day project activities, adjusting 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 may 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: If applicable, 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
Renton, 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
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Establishing and managing the services schedule, deliverables, and status reporting
Confirmation of delivered milestones and services in accordance with this SOW
Obtaining service completion and project sign-off from City of Renton
Note: PM/PC activities will be conducted primarily in a remote capacity
PROJECT PRICING
Based on the requirements gathered from City of Renton and work plan detailed in the project scope section of this
Statement of Work, the following represents the pricing related to this project.
This project is being performed on a Time and Materials Basis
ENGINEER LEVEL HOURLY RATE ESTIMATED HOURS TOTAL
Engineer $275.00 8.00 $2,200.00
Project Coordinator $125.00 2.00 $250.00
Total $2,450.00
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 Renton acknowledges that RSI will confirm scheduling only upon receiving this signed, executed agreement,
and an accompanying purchase order if required.
Pricing does not include any associated costs for hardware, software, licensing, or materials directly or indirectly
related to this engagement.
RSI will invoice City of Renton monthly based on progress of the project.
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
Renton will reimburse RSI for any necessary travel expenses. All expenses for reimbursement will be documented
and provided to City of Renton. These expenses may include airfare, rental car, parking, ground transportation, tolls,
meals, and lodging.
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TERMS AND CONDITIONS
These terms (“Agreement”) govern the purchase of Services
(defined below), from Right! Systems Inc. (“RSI”) by the customer
identified below (“Customer”) and its Affiliates. This Agreement
applies to this statements of work for Services entered by
Customer and its Affiliates ( “SOW”). As used herein, “Affiliates”,
meaning any entity controlled by, controlling, or under common
control with a party.
I. SERVICES
Subject to the terms and conditions of this Agreement, RSI will
provide the services described in this SOW and deliver the
specific deliverables and supporting materials to be provided in
connection with such services (collectively “Services”) in
accordance with the specifications and for the fees set herein.
II. WARRANTIES
Limited Warranties. During performance and for a period of thirty
(30) days following performance of any Services (“Warranty
Period”), RSI warrants the Services will be performed using the
generally recognized commercial practices and industry
standards applicable to the Services when performed and
conform materially to the written specifications set forth herein
(hereinafter “Warranties”). Any third-party equipment, devices,
hardware, firmware, software, technologies, or services (“Third
Party Products”) included in Services are not warranted or
guaranteed by RSI.
Customer agrees to provide prompt notice of any service
concerns or non-conformity. If Customer notifies RSI of a non-
conformity of a Service during the Warranty Period and the
Services do not conform in all material respects to the Warranties,
RSI shall, as its sole liability and Customer’s sole remedy,
promptly reperform any Service that failed to conform to the
Warranties or otherwise use reasonable efforts to correct non-
conformities in the Services or provide a workaround.
Disclaimer of Warranty. EXCEPT FOR THE LIMITED
WARRANTY EXPRESSLY SET FORTH IN THE FOREGOING
SECTION, (A) RSI MAKES NO WARRANTIES, EXPRESS,
STATUTORY, IMPLIED, OR OTHERWISE, (B) RSI
SPECIFICALLY DISCLAIMS WARRANTIES OF
SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-
INFRINGEMENT, AND NON-MISAPPROPRIATION, AND (C)
RSI SPECIFICALLY DISCLAIMS ANY OTHER
REPRESENTATIONS, WARRANTIES, OR CONDITIONS THAT
MIGHT ARISE FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE OR USAGE OF TRADE, TO THE MAXIMUM
EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE
FOREGOING, RSI PROVIDES NO WARRANTY OR
GUARANTEE OF THE OUTCOME OF ANY TESTING,
ASSESSMENT, OR REMEDIATION METHODS. RSI SHALL
NOT BE LIABLE FOR DAMAGES OF ANY KIND RELATED TO
ANY THIRD PARTY PRODUCTS.
Exclusions. RSI’s Warranties do not cover claims resulting from:
(a) Customer’s improper use, site preparation, or site or
environmental conditions, or non-compliance by Customer with
applicable specifications, data sheets and their supplements, or
supplier warranties; (b) nonconformity resulting from Customer’s
designs and specifications; (c) modifications, alterations,
combinations, or improper system installation, maintenance,
repair, or calibration not performed by RSI or authorized by RSI;
(d) failure or functional limitations of any non-RSI supplied
software or product impacting systems receiving RSI support or
service; (iv) data security and cybersecurity incidents, including
but not limited to incidents related to malware, viruses,
ransomware, unauthorized access, phishing, denial-of-service
attacks, data breaches, insider threats, zero-day exploits,
hardware vulnerabilities, third-party security incidents; or (e)
abuse, negligence, accident, fire or water damage, electrical
disturbances, or other causes beyond RSI’s control.
III. INVOICING AND PAYMENT
Payment. Customer agrees to pay all invoiced amounts as
provided in this SOW. Payments are due within thirty (30) days of
RSI’s invoice date. RSI may accept payment in an amount less
than the full amount of any invoice, but such acceptance shall not
constitute a waiver of RSI’s right to collect the balance or an
accord and satisfaction notwithstanding RSI’s endorsement of a
check or other instrument.
Late Payment. Any invoiced amounts not paid when due may, at
RSI's option, bear interest at the lesser of 1.5% per month or the
maximum rate allowable under applicable law, calculated
commencing on the due date until paid in full. In addition, failure
of Customer to fully pay any invoiced amounts when due shall be
deemed a material breach of this Agreement, and RSI may
suspend or cancel this SOW, or the Services to be performed
thereunder in addition to any other rights and remedies RSI may
have at law or in equity. Any suspension, cancelation or
termination hereunder does not relieve Customer from paying
past due fees plus interest and in the event of collection
enforcement, Customer 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.
Taxes. All prices are exclusive of, and Customer shall be
responsible for the payment of, any customs or other import
duties, sales, use, value added, excise, goods and services,
federal, state, local or other similar taxes, tariffs, levies or duties
(“Taxes”). In any case or jurisdiction where RSI is required to
collect such Taxes, the appropriate amount shall be added to
Customer's invoice and paid by Customer, unless Customer
provides RSI with a valid tax exemption certificate authorized by
the appropriate taxing authority. Each party shall be responsible
for filing and paying their own taxes based on income.
IV. NON-SOLICITATION; NO HIRE
Customer shall not directly or indirectly hire, solicit, or contract
with any of RSI’s current or former employees or contractors who
provided Services during the term of this Agreement and for a
period of twelve (12) months following the termination of this
Agreement; provided that the foregoing will not prevent Customer
from hiring or otherwise engaging anyone who responds to a
general advertisement or job posting.
V. CONFIDENTIAL INFORMATION
Information exchanged during the course of this Agreement will
be treated as confidential if labeled or identified as such at
disclosure or if reasonably understood by the receiving party to be
proprietary, trade secret or confidential information due to its
nature and circumstances of disclosure (“Confidential
Information”). Confidential Information shall not include
information that (a) is as of the time of its disclosure or thereafter
becomes part of the public domain through no breach of this
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Confidential
Agreement, (b) is rightfully known to or in the possession of the
receiving party at the time of its disclosure without an obligation of
confidentiality, (c) is independently developed by the receiving
party without reference to or use of disclosing party's Confidential
Information, or (d) is lawfully obtained by the receiving party from
a third party without restriction and without breach of this or any
other agreement. During the term of this Agreement and after the
termination of this Agreement, each party agrees to maintain the
confidentiality of the other party’s Confidential Information with at
least the same degree of care it uses to protect its own confidential
information, but in no case with less than reasonable care, and
shall not disclose the other party’s Confidential Information except
to the receiving party’s employees, contractors, agents, legal
counsel and accountants who have a need to know the
information in connection with this Agreement or the Services and
who are subject to a written agreement or professional obligation
that prohibits unauthorized disclosure of the Confidential
Information.
If the parties previously entered into or subsequently enter into
one or more agreements primarily intended to be a non-disclosure
or confidentiality agreement with respect to the Confidential
Information (each a "Confidentiality Agreement"), such
Confidentiality Agreement(s) shall be and remain in full force and
effect. In the event of any conflict between the terms of this
Agreement and the terms of any such Confidentiality Agreement,
the terms of this Agreement shall control.
VI. INFORMATION SECURITY AND LEGAL
COMPLIANCE
Personal Information. Each party shall comply with their
respective obligations under applicable data protection laws. RSI
does not intend to have access to personally identifiable
information (“PII”) of Customer or others in providing Services. To
the extent RSI has access to PII stored in Customer Systems,
such access will likely be incidental, and Customer will remain the
data controller of such PII at all times. RSI will use any PII to which
it has access strictly for the purposes of delivering the Services.
As used in this Agreement, "Customer Systems" means all
hardware, software, firmware, devices, technologies, and
equipment, owned, licensed, or operated by Customer, including
but not limited to Customer’s infrastructure, platforms,
environments, and associated technologies, whether hosted on-
premises or in the cloud.
Data Integrity and Protection. Unless explicitly stated, the
Services do not include implementation of encryption or other
security measures or safeguards, or any security or compliance
testing or assessments, for Customer Systems. Customer
acknowledges and agrees that RSI is not responsible for the
privacy, security, or authenticity of any information or data
transmitted through or stored in any device or technology, and that
RSI does not guarantee that any firmware, software, hardware,
device, technology, or equipment is free from defects, including
but not limited to defects that could cause security vulnerabilities.
Customer is responsible for security vulnerabilities related to or
arising from the Customer Systems and Customer’s actions, and
for assessing, implementing, and enhancing its security measures
and protocols to safeguard its Customer Systems, ensure the
security and protection of its business-critical data, and guard
against emerging threats and unauthorized access by third
parties. This responsibility extends to securing, protecting, and
backing up all data stored in Customer Systems. Both parties shall
collaborate to promptly address any security concerns that may
arise during the term of this Agreement.
VII. LICENSE AND PROPRIETARY RIGHTS
Proprietary Rights of Customer. As between Customer and RSI,
all information and data provided by Customer to RSI or accessed
by RSI in Customer Systems (“Customer Data”) and all Customer
Systems shall remain the sole and exclusive property of
Customer. Customer hereby grants to RSI a non-exclusive,
worldwide, royalty-free right and license under Customer’s
intellectual property rights to access and use the Customer Data
and Customer Systems as necessary to perform the Services.
Customer agrees to secure any licenses, rights, or permissions
from third parties as required for RSI to access and use the
Customer Data and Customer Systems in connection with
performing the Services.
Proprietary Rights of RSI. As between Customer and RSI, the
Services and all information and materials used by RSI to provide
the Services to Customer, 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, and 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. To the extent, if any, that
ownership of the RSI Materials does not automatically vest in RSI
by virtue of this Agreement or otherwise, Customer hereby
transfers and assigns to RSI all rights, title, and interest which
Customer may have in and to the RSI Materials. Customer
acknowledges and agrees that RSI is in the business of providing
IT 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. If any deliverables are created by RSI specifically for
Customer and identified as such in an SOW, RSI hereby grants
Customer a worldwide, non-exclusive, fully paid, royalty-free
license to reproduce and use copies of the deliverables internally.
VIII. LIMITATION OF LIABILITY
Limitation of Liability. NEITHER PARTY SHALL HAVE LIABILITY
FOR LOST REVENUES OR PROFITS, DOWNTIME COSTS,
LOSS OR DAMAGE TO DATA, OR FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT
AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. This provision does not limit
either party’s liability for death or bodily injury caused by their
negligence; acts of fraud; nor any liability which may not be
excluded or limited by applicable law.
Maximum Liability. TO THE FULLEST EXTENT PERMITTED BY
LAW, UNDER NO CIRCUMSTANCES (INCLUDING THE
DEFENSE AND INDEMNIFICATION OBLIGATIONS SET
FORTH IN THIS AGREEMENT) SHALL RSI'S AGGREGATE
LIABILITY TO CUSTOMER IN CONNECTION WITH THIS SOW
EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO RSI BY
CUSTOMER PURSUANT TO THIS SOW FOR THE SERVICES
WITHIN THE PRECEDING TWELVE (12) MONTH PERIOD
FROM THE DATE OF THE INITIAL EVENT RESULTING IN
LIABILITY.
IX. TERMINATION
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Term. This Agreement shall be effective on the last date signed
by the parties and thereafter shall remain in effect until terminated
as provided in this Agreement.
Termination of Agreement. Either party may terminate this
Agreement upon the completion or earlier termination (not in
breach of this Agreement) of the SOW and full payment for all
Services through the date of completion or termination, by
providing thirty (30) days’ prior written notice to the other party.
Either party may further terminate this Agreement and (a) 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 (b) in the event the
other party breaches this Agreement and does not cure the breach
within thirty (30) days after receiving written notice thereof from
the non-breaching party (subject to any different cure periods
specified).
Either party may terminate this SOW at any time and for any
reason by providing thirty (30) days’ written notice of termination
to the other party and, upon such termination, Customer will pay
RSI for the Services provided and delivered, and any travel or
other reimbursable expenses, through the date of termination.
Effect of Termination. Termination of this Agreement (whether
upon expiration of the term or by earlier termination) does not
affect any rights or obligations that are to survive termination or
were incurred by the parties before the termination. All
indebtedness of Customer to RSI of any kind is immediately due
and payable on the effective date of termination, without further
notice to Customer.
X. MISCELLANEOUS
Global Trade Compliance. Services provided under these terms
are for Customer’s internal use and not for further
commercialization. If Customer exports, imports or otherwise
transfers any information or technology provided under this
Agreement, Customer will be responsible for complying with
applicable laws and regulations and for obtaining any required
export or import authorizations. RSI may suspend its performance
under this Agreement to the extent required by laws applicable to
either party.
Entire Agreement; No Modification. This SOW sets forth the entire
agreement and understanding of the parties relating to the subject
matter hereof and merges and supersedes all prior
understandings, agreements, representations and warranties
(whether written, verbal or implied). None of the terms of this
Agreement may be modified or amended except by a written
agreement signed by the parties hereto.
Independent Contractors. The relationship of the parties is that of
independent contractors, and nothing in this Agreement shall be
deemed or constructed as creating a joint venture, partnership,
agency relationship, franchise, or business opportunity between
Customer and RSI. Each party assumes responsibility for the
actions of their personnel under this Agreement and will be solely
responsible for their supervision, daily direction and control, wage
rates, withholding income taxes, disability benefits, or the manner
and means through which the work under this Agreement will be
accomplished.
Customer Identification. During the term of this Agreement,
Customer agrees that RSI may use the name and logo of and
identify Customer as an RSI Customer on RSI’s website and in
RSI’s advertising, publicity, or similar materials promoting RSI
Services.
Force Majeure. Neither party will be liable for performance delays
nor for non-performance due to causes beyond its reasonable
control (each a “Force Majeure Event”), whether or not
foreseeable, except for payment obligations. The obligations and
rights of a party excused from performance due to a Force
Majeure Event will be extended on a day-to-day basis for the
period equal to that of the underlying cause of the delay.
Governing Law; Attorneys’ Fees. This Agreement, and all matters
arising under or in connection with this Agreement, shall be
governed by and interpreted in accordance with the laws of the
State of Washington without regard to principals of conflicts of
laws. If any dispute arises between the parties with respect to the
matters covered by this Agreement which leads to a proceeding
to resolve such dispute, the prevailing party in such proceeding
shall be entitled to receive such prevailing party’s reasonable
attorneys’ fees, expert witness fees and out-of-pocket costs
incurred in connection with such proceeding, in addition to any
other relief to which such prevailing party may be entitled.
Assignment. Neither party may 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. Subject to the foregoing, this
Agreement shall be legally binding upon and inure to the benefit
of the parties’ heirs, successors and assigns.
Notices. All notices provided hereunder must be given in writing,
refer to this Agreement and be personally delivered or delivered
or sent by overnight courier, or registered or certified mail (return
receipt requested) to the address designated by each party in the
SOW, or if no address for notices is provided to the signature block
below, along with a copy by e-mail if an e-mail address is
designated by a party. Each such notice shall be deemed given,
delivered and received at the time delivered by hand, if personally
delivered; three (3) business days after being deposited in the
mail, if mailed; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next
business day delivery. The parties agree that notices provided via
electronic means and confirmed by the other party as received
shall satisfy any requirement for written notice hereunder, and
shall be deemed given, delivered and received when receipt
acknowledged. Either party may from time to time change its
address by giving the other party notice of such change.
No Waiver. No waiver of any provision of this Agreement will be
valid unless in writing and signed by the party against whom such
waiver is sought to be enforced, nor will failure to enforce any right
hereunder constitute a continuing waiver of the same or a waiver
of any other right hereunder.
Counterparts; Electronic Signatures. This Agreement may be
executed in one or more counterparts, all of which shall be
considered the same document. The delivery of a signed
electronic copy of this Agreement shall have the same binding
effect as delivery of an original signed copy. Each party agrees
that electronic signatures to this Agreement have the same force
and effect as manual signatures.
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AGREEMENT
Authorized Signatories. Each party represents and warrants that the execution, delivery and performance of this Agreement has been
duly authorized and is signed by an authorized representative of such party.
CUSTOMER PO: ______________________
If no customer PO is provided, RSI will use the following PO for invoicing purposes: OPP128493
This Statement of Work is valid for signature 30 days from April 21, 2025.
Right! Systems Inc. City of Renton
Authorized Signature Authorized Signature
Printed or Typed Name Printed or Typed Name
Title Title
Date Date