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HomeMy WebLinkAboutContract AGREEMENT FOR DISASTER RECOVERY ASSESSMENT CAG-22-026 THIS AGREEMENT, dated for reference purposes only as January 2022 is by and between the City of Renton (the “City”), a Washington municipal corporation, and Sirius Computer Solutions, Inc. (“Consultant”), A Texas Corporation registerd in Washington. 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 Disaster Recovery Assessment Services as specified in Exhibits A&B, 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 in Exhibits A&B; Service Cost 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 Exhibits A&B, . All Work shall be performed by no later than December 31, 2022. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $44,000.00, plus any applicable state and local sales taxes. Compensation shall be paid as a flat rate fixed sum based upon Work actually performed according to the rate(s) or amounts specified in Exhibits A&B; Service Cost. 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 Exhibits A&B; Service Cost. 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. Upon completion of each milestone as set forth in Exhibit A, Consultant shall submit an 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       CAG-22-026 Clb1/26/22 (1772) PAGE 2 OF 22 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 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 and the Consultant shall not be obligated to further perform any Services hereunder until the sufficient funds are appropriated. 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 as part of the completed milestones 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 City after 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       CAG-22-026 Clb1/26/22 (1772) PAGE 3 OF 22 and laws. Compliance with professional standards includes, solely to the extent 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). 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. Notwithstanding the foregoing, the transfer of any rights hereunder shall not apply to, Background Technology (as hereinafter defined) or any software, materials or other technology which is owned or controlled by a third-party (“Third-Party Background Technology”) even to the extent included in, or necessary to, the Deliverable(s) or work product. “Background Technology” means all processes, tools, works of authorship, programs, data, utilities or other intellectual property, in whatever form, that Sirius prepared or had prepared outside the scope of the Services provided hereunder. Sirius Background Technology, working papers, scripts, proprietary methodology and confidential information belong exclusively to Sirius, including to the extent included in the Deliverable. Customer is granted a nonexclusive license to use Sirius Background Technology or Third-Party Background Technology for the limited purpose of implementing the Deliverable for Customer’s internal purposes.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. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE CONSULTANT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO THE CITY OR TO ANY OTHER PERSON OR ENTITY REGARDING SERVICES AND DELIVERABLES, AND THE CONSULTANT EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 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 may be required by the City to audit expenditures and charges and/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.       CAG-22-026 Clb1/26/22 (1772) PAGE 4 OF 22 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, upon the City’s request, 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 from such request. 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 wrongfully 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 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.       CAG-22-026 Clb1/26/22 (1772) PAGE 5 OF 22 10. Hold Harmless; Limitation of Liability: 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, and their resulting judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, or reasonable 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 the express warranties within Section 6 of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Except for Paragraph 8 under the Public Records Act, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY OTHER NON-DIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR FUTURE REVENUES, LOSS OR CORRUPTION OF OR DAMAGE TO DATA, COST OF CAPITAL, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, OR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY THIRD PARTY, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE CITY SHALL BE RESPONSIBLE FOR THE BACK-UP OF ALL DATA, SOFTWARE, OPERATING SYSTEMS, SOFTWARE CONFIGURATIONS, AND NETWORKING CONFIGURATIONS IN PREPARATION FOR AND DURING THE PERFORMANCE OF SERVICES. IN NO EVENT SHALL THE CONSULTANT BE LIABLE FOR LOSS, CORRUPTION OF, OR DAMAGE TO DATA. EXCEPT FOR DAMAGES ARISING FROM THE CONSULTANT’S INDEMNIFICATION OBLIGATIONS ABOVE WHICH SHALL NOT EXCEED A TOTAL OF TWO MILLION DOLLARS, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT OR OTHERWISE ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO $200,000,00.00. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW, AND EACH PARTY AGREES TO RELEASE THE OTHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY EXCEEDING THE LIMITS STATED IN THIS PROVISION, REGARDLESS OF THE THEORY OF LIABILITY OR REMEDY UNDER WHICH DAMAGES ARE SOUGHT. 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’s Code 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       CAG-22-026 Clb1/26/22 (1772) PAGE 6 OF 22 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, the 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 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.       CAG-22-026 Clb1/26/22 (1772) PAGE 7 OF 22 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 control occur, 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: Except in the event of a merger or the sale/transfer of all (or substantially all) the assets or ownership interest of a party, 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. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Consultant must notify the City in writing within 45 days after a merger or the sale/transfer. 16. Notices: Except for Service of Legal Process, any notice required under this Agreement will be in writing and sent via email, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT email delivery will be deemed to have commenced on the first business day following transmission. CITY OF RENTON Brett Tietjen 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6873 btietjen@rentonwa.gov And to the City Clerk Cityclerk@rentonwa.gov CONSULTANT Austin Worthington Phone: (425) 406-5121 austin.worthington@siriuscom.com With a copy to: Sirius Contracts Department at contracts@siriuscom.com margery.baum@siriuscom.com 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall       CAG-22-026 Clb1/26/22 (1772) PAGE 8 OF 22 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 ensure 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.       CAG-22-026 Clb1/26/22 (1772) PAGE 9 OF 22 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 project manager is Brett Tietjen, Network Systems Manager, btietjen@rentonwa.gov. 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 and as set forth in Exhibit C of this agreement. 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.       CAG-22-026 Clb1/26/22 (1772) PAGE 10 OF 22 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. This Agreement shall not be binding and the       CAG-22-026 Clb1/26/22 (1772) PAGE 11 OF 22 Consultant shall not be obligated to perform the Services under Exhibit A until this Agreement has been fully executed by authorized representatives of both parties.       CAG-22-026 Clb1/26/22 (1772) PAGE 12 OF 22 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:_____________________________ SIRIUS COMPUTER SOLUTIONS, INC., CONSULTANT By:____________________________ Armondo Pavone Mayor _____________________________ Date _____________________________ Date : SOW-017746 Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Cheryl L. Beyer Senior Assistant City Attorney 1/26/22 clb (1772)               (approved via email from Cheryl Beyer) 2/1/2022 CAG-22-026 Clb1/26/22 (1772) PAGE 13 OF 22 šŠ‹„‹– CITY OF RENTON, STATE OF WASHINGTON Disaster Recovery Assessment This Statement of Work (SOW) is made by and between Sirius Computer Solutions, Inc., (Sirius) and CITY OF RENTON, STATE OF WASHINGTON (Customer) for the provision of certain professional services as more fully described herein, (Services). In consideration of the mutual promises and covenants contained herein, the parties agree as follows: ACCEPTANCE CRITERIA This SOW will be deemed complete when the Deliverables within Exhibit B have been completed and accepted by Customer. RESPONSIBILITIES Sirius Responsibilities 1. Staff this effort with appropriately skilled individuals to perform the Services. 2. Provide necessary support to ensure accurate and timely billing of Services per the contract. 3. Promptly notify Customer of any unsafe condition about which Sirius has knowledge. Customer Responsibilities 1. Where appropriate, knowledgeable resources will be made available for functional questions and making business decisions. It is also expected that Customer staff will participate throughout the implementation. 2. Back-up all data, software, operating systems, software configurations and networking configurations in preparation for and during the performance of the Services. Sirius shall not be liable for any lost, damaged or corrupted data. 3. Have the appropriate software and hardware available at the beginning of the project and ensure that the necessary hardware environment (operating system, network, ports) is configured appropriately and is stable. 4. Customer will be responsible for data migration unless specified in the scope of services. 5. Prior to Sirius Consultant coming on-site for services, provide resource contact information; names, phone numbers, email addresses and location. 6. Provide Sirius with known scheduled outages, resource unavailability and project specific information for the development of a cohesive project schedule. 7. Provide Sirius with access to Customer’s facilities and appropriate resources as reasonably necessary for Sirius to fulfill its obligations hereunder, including but not limited to: an adequate work area, network access (including Internet access), telephones, terminal, access to PC-based printer, remote access to systems (if applicable). 8. Promptly notify Sirius of any unsafe condition about which Customer has knowledge and to which Sirius resources could be exposed. 9. Promptly notify Sirius of any accidents or injuries involving Sirius employees or subcontractors assigned to Customer. 10. Promptly inspect and accept Services and/or Deliverables upon completion by Sirius. DELIVERABLES This SOW will produce the Deliverables outlined in Exhibit A. All estimates and/or costs associated with       CAG-22-026 Clb1/26/22 (1772) PAGE 14 OF 22 this SOW are based solely upon the Deliverables outlined in Exhibit A. In the event any additional requirements are requested by Customer, the parties will mutually execute a change request to this SOW to address these additional requirements. Tasks, deliverables and responsibilities not explicitly addressed within this SOW are beyond its scope and can only be provided pursuant to the change process described herein or pursuant to a separate SOW as mutually agreed to by both parties. Unless defined in Exhibit A, this SOW does not obligate Sirius to modify or remediate Deliverables or provide maintenance or support services for Deliverables in any manner following Customer's acceptance without an appropriate, corresponding SOW. If applicable, a separate maintenance or support services SOW may be established to provide maintenance or support services to Customer. ASSUMPTIONS Sirius has created this SOW under the following assumptions. If one or more of these assumptions proves to be invalid, costs and other project factors may be impacted. 1. Unless otherwise agreed, Sirius reserves the right to subcontract any or all portions of the Services contemplated pre-approved by Customer. 2. Performance of the Services defined by this SOW are not subject to any provisions of the laws, acts, or regulations listed below and shall not require Sirius to create, receive, use, disclose, or in any way take control or possession of any information identified in such laws, acts or regulations: a. Personal Information as defined by 201 Code of Massachusetts Regulation 17.00 (or any similarly defined information under an applicable state law); b. Nonpublic Personal Information as defined by the Gramm-Leach-Bliley Act; c. Personally Identifiable Information as defined by the Family Educational Rights and Privacy Act; d. Cardholder Data as defined by Payment Card Industry (PCI) Data Security Standards; or e. Protected Health Information, Electronic Protected Health Information, or Individually Identifiable Health Information as defined by the Health Insurance Portability and Accountability Act and the Health Information Technology for Economic and Clinical Health Act. 3. Sirius may deliver services at Customer location or a remote location. 4. If knowledge transfer is listed as a deliverable, it should be noted that such knowledge transfer is not a replacement for classroom training but is intended to help the Customer gain a working knowledge of implementation details specific to their environment. Customer should consider attending training provided by the manufacturer. 5. This SOW will be scheduled around local resource availability. If, due to Customer’s schedule, a local resource cannot be used, Customer will be charged for reasonable out-of-pocket travel and living expenses, and a Change Request for this SOW will be submitted to Customer for their acknowledgment.       CAG-22-026 Clb1/26/22 (1772) PAGE 15 OF 22 SCHEDULE Sirius and Customer will determine a schedule for work to be performed once execution of this SOW occurs. This schedule will include expected response times for both Sirius and the Customer to review and complete tasks. Sirius will use commercially reasonable efforts to timely complete the Services in accordance with the agreed upon schedule. Sirius will not be liable for any delays in performance related to Customer’s failure to perform its obligations under this SOW or Customer’s failure to make any facilities or equipment necessary for performance available to Sirius. In the event any delays in performance result in additional charges under this SOW, said charges will be agreed upon in a Change Request using the process detailed below. Service Cost The Services will be provided for a fixed price of $39,226.00. Upon completion of each milestone, Sirius will invoice pursuant to the payment schedule set forth below. Task / Milestone Name Invoice Amount Kickoff $920.00 Information Gathering $6,685.00 Workshop $5,480.00 Analysis $10,550.00 Deliverable Creation and Review $2,650.00 Executive presentation $695.00 Deliverable Creation and Review $1,030.00 Facility Infrastructure Feasibility (Fire Station) $11,216.00 Total $39,226.00 Travel Costs Customer will be charged for reasonable and actual out-of-pocket travel and living expenses. Upon request, Sirius will provide receipts for individual line item expenses valued at $35.00 or greater.       CAG-22-026 Clb1/26/22 (1772) PAGE 16 OF 22 SERVICES COORDINATION Customer designates the following authorized representative assigned to serve as the primary point of contact for communication, issue escalation, contract administration, project scope change administration, and acceptance of Deliverables and/or Services as set forth herein. Customer’s Authorized Representative Email Address BRETT TIETJEN btiejen@rentonwa.gov SITE OF PERFORMANCE Performance of the Services may be at the following Customer location(s) or may be performed from a remote location on the system located at the address listed below: Bill To: CITY OF RENTON, STATE OF WASHINGTON 1055 S GRADY WAY RENTON, WA, 98057-3232 Service Locations: CITY OF RENTON, STATE OF WASHINGTON 1055 S GRADY WAY RENTON, WA 98057-3232 ACCEPTANCE Upon completion of the Services, Sirius will submit a Completion Document. Customer will return the Completion Document in accordance with its instructions within fourteen (14) business days from the date of receipt thereof. If Customer reasonably believes that Sirius failed to substantially complete the Services in accordance with this SOW, Customer will notify Sirius in writing of its reasons for rejection of the Services or any portion thereof within fourteen 14) business days from Customer’s receipt of the Completion Document. If Sirius does not receive the signed Completion Document or written notification of the reasons for rejection within fourteen (14) business days of Customer’s receipt thereof, the absence of Customer’s response will constitute Customer’s acceptance of the Services and a waiver of any right of rejection. CHANGE REQUESTS From time to time Customer may request, or Sirius may propose, that Sirius implement a change to the Services reflected in this SOW including, without limitation, (a) a change to the scope of Services, or (b) a change in the prioritization or manner in which Sirius is performing the Services (each, a “Change”). In the event of the occurrence of a mutually agreed Change, Sirius shall prepare and provide to Customer a proposed change order. Sirius shall include in the proposed change order the effect, if any, the Change will have on Sirius’ schedule of delivery of the Services, and if there will be any effect on the estimated cost or other Customer payments. Sirius shall not be responsible or liable for any delays, costs or damages resulting from Customer’s rejection of, or delay in approving, a proposed change order relating to a Change. In the event the authorized representative of Customer requests that Sirius perform work without a mutually agreed upon change order, Customer shall compensate Sirius for the additional fees and expenses incurred by Sirius related thereto. In the event the Customer desires to retain Sirius for additional services outside the scope of the Services to be provided hereunder, Customer and Sirius agrees to execute and deliver such additional statements of work to evidence the additional services to be provided by Sirius. .       CAG-22-026 Clb1/26/22 (1772) PAGE 17 OF 22 ACCEPTANCE & AUTHORIZATION Exhibit B SUMMARY Of SCOPE of WORK Sirius proposes to work with the City of Renton to develop a high level future state disaster recovery architecture with an estimated budget. Two disaster recovery scenarios will be considered; 1) a physical disaster recovery event requiring failover to the disaster recovery site and 2) a malware event, and two future state site options will be considered; 1) City of Renton site or 2) colocation facility. The deliverables from the engagement will be a high level review of the incident declarion scenarios, a high level future state architecture, a high level estimated budget, and pros, cons, and risks.       CAG-22-026 Clb1/26/22 (1772) PAGE 18 OF 22 SCOPE OF SERVICES The following work will be executed in partnership with the City of Renton to perform the engagement. Phase Milestone(s) Summarized Activities 1 Overall Project Kickoff • Project Scope, Roles and Responsibilities Definition, and Communication Plan • Project Kickoff (Weekly Status Report, Monthly Exec Updates, Milestone Plan) • Resource Identification and Introduction • Review Approach, Phases, Milestones, Activities, and Timelines • Schedule engagement mid-term executive checkpoint • Review Personnel Impact and Availability for All Activities • Refine Engagement Plan and Deliverables 2 Information Gathering • Request Current State documentation from City of Renton • Review Current State documentation and prepare for workshop 3 Workshop • See Workshop agenda below 4 Analysis • Analyze data gathered from workshop • Follow up with any questions or requests for clarification • Assess feasibility of utilizing current fire station for 5 Deliverable Creation and Review • High level review of the incident declaration scenarios • High level future state architecture • High level roadmap • High level estimated budget • Pros, cons, and risks • Executive presentation 6 Executive Presentation • Present results to City of Renton Workshop Agenda Session Title Duration Areas of Focus 1 Kickoff and Introductions 30 Minutes Discuss purpose of workshop, agenda of sessions, and introductions. 2 High-Level Current State Applications, Recovery Tiers, and Business Objectives Review 2 Hours Review business / IT objectives and goals. Review and validate the current state of the backup and recovery including service hierarchy and tiers, components, dependencies, recovery metrics, and business impacts. 3 High-Level Current State Architecture Review 2 Hours Review and validate the current state of the architecture and associated infrastructure which hosts and delivers both the production and recovery environments. Identify potential areas of focus and potential challenges. Evaluate the completeness of the data as necessary for future tasks. • Review of current data protection strategies, backups, and retention • Review of current RPO’s and RTO’s • Identity gaps in RPO and RTO • Review 3-2-1-1-0 golden backup rule       CAG-22-026 Clb1/26/22 (1772) PAGE 19 OF 22 Session Title Duration Areas of Focus 4 High-Level Future State Requirements, Objectives, and Success Criteria 2 Hours Review and formalize the future state requirements, objectives, and success criteria for recovery and validation of the in-scope application ecosystem. • Physical Loss of Primary Datacenter or Systems • Logical Event (i.e. Ransomware) • Review security controls aligned to NIST SP 1800-25B • Review recovery readiness to ensure protection is in line with business needs and ransomware protection including air gap and alerting features 5 High-Level Future State Design Options, Standards, and Technologies 2 Hours Discuss the potential architecture options, standards, and technologies that can be utilized vs. different end states, platforms, and component types to best meet requirements around recovery of the in-scope application ecosystem. • Physical Loss of Primary Datacenter or Systems • Logical Event (i.e. Ransomware) • Data Backup and Recovery Strategies 6 High-Level Future State Adoption 2 Hours Discuss the various methods of transforming the in-scope application ecosystem into different target state architecture options for resiliency and recovery. Discuss the potential roadmap of activities and milestones as needed to adopt the potential future state solutions. Discuss the potential roadmap timeline and key objectives. • Rough cost estimate (implantation and ongoing maintenance) 7 High-Level Wrap Up and Next Steps 30 Minutes Wrap up and discussion of follow up and next steps.       CAG-22-026 Clb1/26/22 (1772) PAGE 20 OF 22 RESPONSIBILITIES AND RESOURCES Sirius Resources Role Description Principal Consultant Lead ƒ Overall leader of the Workshop and Engagement Results ƒ Provides leadership and oversight for the totality of the project, owns the overall deliverables and quality of Sirius services ƒ Provides intellectual experience and capital necessary for executing the overall engagement and assists with deliverable creation ƒ Acts as Executive escalation point for all delivery issues Enterprise Architect ƒ Provides engineering skills for compute, storage, and network strategy ƒ Ensures agnostic technology and solution evaluation based on requirements and selection criteria ƒ Understands the interconnection of solution elements ƒ Ensures all application, infrastructure, platform, and technology SMEs are working toward a collective vision that will address all requirements and achieve the engagement goals Cybersecurity Architect ƒ Provides engineering skills for the logical disaster scenario such as a malware event Facilities Engineer ƒ Performs high level review of the feasibility for using the current fire station as the DR site City of Renton Resources Role Description Executive Sponsor ƒ Executive within City of Renton championing initiative Functional Engagement Leader ƒ Serves as the overall engagement leader for City of Renton and Single Point of Contact for the Sirius team ƒ Works closely with the Sirius Principal IT Consultant lead and Sirius team to plan and coordinate the overall execution of the engagement City of Renton DR, Application, Infrastructure, and Command and Control Resources ƒ A limited number of City of Renton application, infrastructure, and Command and Control resources knowledgeable in their areas of responsibility for Incident Preparedness Other City of Renton SMEs ƒ Other City of Renton resource SMEs identified as necessary during the engagement who are knowledgeable about the Current and Future States and can answer questions brought forth by Sirius and participate in workshop sessions DELIVERABLES This SOW will produce the following specific deliverables and/or objectives (“Deliverables”). Costs contained in this SOW were created based on these Deliverables and objectives only. Tasks, deliverables, and responsibilities not explicitly addressed within this SOW are beyond its scope and can only be provided pursuant to the change process described herein or pursuant to a separate SOW as mutually agreed to by both parties. Except as explicitly set forth in this SOW, Sirius shall have no obligation to provide maintenance or support services for Deliverables or to modify or remediate Deliverables in any manner following Customer's acceptance thereof. Deliverables are in Microsoft Word or Excel or Visio mediums. See above Scope of Services phase 5.       CAG-22-026 Clb1/26/22 (1772) PAGE 21 OF 22 ADDITIONAL ASSUMPTIONS 1. Sirius assumes that City of Renton will provide to Sirius its Current State documentation related to its Disaster Recovery program inclusive of goals, objectives, processes, procedures, and technology related to Command and control, applications systems, infrastructure, and operations at least 1 week in advance of the Workshop Kickoff. Sirius will provide a documentation request list. 2. Sirius presumes that City of Renton subject Matter Experts (SMEs) for applications and IT systems will be available to support the workshop sessions. 3. Sirius will perform all work remotely from City of Renton. ESTIMATED SCHEDULE Sirius will work with City of Renton to develop feasible target dates for the workshop sessions above. If delivered virtually, the order or precedence of the sessions should be maintained however they may be spaced out across several days, as necessary. ADDITIONAL RESPONSIBILITIES Sirius 1. If applicable, document each task necessary to complete the Services and send a final report to Customer when such tasks are completed. Customer 1. Assign the Personnel stated in the Personnel section to (a) perform the Activities stated therein, as well as (b) assist Sirius (as needed) to create the Deliverables as stated in the Deliverables section. 2. Review the interim versions of the Deliverable prior to its formal submission by Sirius. 3. State its final acceptance of the Deliverable within five days of Deliverable submission. If final acceptance is not stated within such period, it will be deemed given. 4. Provide a part-time, day-to-day project/facilities manager/coordinator to assist in gaining access to the right people, areas, and information by facilitating interview schedules and the gathering of required information and data.       CAG-22-026 Clb1/26/22 (1772) PAGE 22 OF 22 šŠ‹„‹– Attached separately.