R2018-63 Purchase of Equipment and Services to Replace the Decatur Police Department Criminal Investigations Production Video Storage, Forensic Workstations and Add Necessary Electrical Services

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City of Decatur SOW# 1003418808101 PRESID100 5/24/2018 NetApp Storage Implementation for Police Video 6. TERMS AND CONDITIONS The following terms and conditions shall govern this agreement unless a valid Master Services & Product Agreement or other similar agreement ("Master Agreement") between the parties has been executed and is in force, in which case the terms of the Master Agreement shall prevail to the extent that they are inconsistent with the following terms and conditions. 1. Purchase Orders,Invoicing,Payment and Acceptance. Any purchase order submitted by CLIENT in connection with this agreement shall be deemed subject to these Additional Terms and this agreement. Unsigned,electronically submitted purchase orders shall be deemed to include CLIENT's electronic signature and shall be binding to the extent accepted by Presidio.Presidia's performance of such purchase order shall not constitute Presidia's acceptance of new or different terms,including pre-printed terms on such order. In absence of a purchase order,CLIENT agrees that its signature below grants Presidio the right to invoice CLIENT and authorizes payment to Presidio for the amounts owed.Further,CLIENT represents that Presidio can rely on such CLIENT signature for payment. Presidio shall invoice CLIENT for the Products and/or Services in accordance with the terms stated in the agreement. The price included herein reflects a 3%discount for payment by cash,check or wire transfer.This discount will not apply in the event that CLIENT pays using a credit card or debit card. CLIENT shall make payment to Presidio within thirty(30)days from the date of invoice.Except for taxes due on Presidia's net income,CLIENT shall pay all taxes. Presidio reserves the right to bill CLIENT for additional work requested by CLIENT and performed by Presidio,and for applicable expenses incurred by Presidio pursuant to providing such additional services,which are not described in this agreement. Unless otherwise indicated in this agreement,CLIENT agrees that staff augmentation services and services performed on a time and materials basis shall be deemed accepted as performed. Unless otherwise indicated in this agreement, Projects shall be deemed accepted upon the earlier of Presidia's receipt a signed Project Completion and Acceptance document which has been signed and dated by an authorized representative of CLIENT,or thirty(30)calendar days from the date of the delivery of the final Project deliverable. If acceptance is refused,the Client shall provide,in writing to Presidio,its reasonable basis for refusal,prior to the expiration of the thirty(30)calendars day period. Presidio shall address the issue before subsequent work is undertaken. 2. Shipment of Product. All Products delivered to CLIENT hereunder shall be shipped FOB origin,freight collect.Title and risk of loss shall pass to CLIENT at point of origin.Products shall be deemed accepted upon delivery. 3. Limitations of Warranties. Presidio warrants that Services shall be provided by competent personnel in accordance with applicable professional standards.ALL PRODUCTS PROVIDED BY PRESIDIO ARE PROVIDED "AS IS",WITH ALL FAULTS.PRESIDIO MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.ANY AND ALL ORIGINAL EQUIPMENT MANUFACTURER(OEM)WARRANTIES,CERTIFICATIONS AND GUARANTEES, IF ANY,ARE PASSED THROUGH TO CLIENT. a. Intellectual Property. CLIENT acknowledges that Presidio,its vendors,and/or its licensors retain all patents and/or copyrights in and to all proprietary data,processes and programs,if any,provided in connection with Services performed hereunder;any Presidio software provided to CLIENT as part of the Services provided shall be subject to the vendor's, licensors or OEM's copyright and licensing policy. To the extent such software is prepared by Presidio,it is provided by nontransferable,nonexclusive license for CLIENT'S internal use only,subject strictly to the terms and conditions of this Agreement,and shall terminate upon termination or expiration of this Agreement. CLIENT shall not duplicate,use or disclose for the benefit of third parties,reverse engineer or decompile any such software. S. Confidential Information. The parties agree that Confidential Information means any information disclosed by the disclosing party to the receiving party,either directly or indirectly,in writing,orally or by inspection of tangible objects (including without limitation documents,prototypes.samples,plant and equipment,"CLIENT"lists or other"CLIENT" information not known to the public),which is designated as"Confidential,""Proprietary"or some similar designation,or is the type of information which should reasonably be recognized as Confidential or Proprietary. The receiving party shall not use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions concerning this Proposal. Each party agrees to protect the other party's Proprietary and Confidential Information to the same extent that it protects its own Proprietary and Confidential Information but with no less than a reasonable degree of care. 6. Limitation of Liability. IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL,EXEMPLARY,OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.PRESIDIO'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING,BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS,SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT FOR SERVICES AND/OR PERFORMANCE HEREUNDER. Without limiting the foregoing,Presidio will have no Revision: 1.0 Confidential and Proprietary Page 13 of 15