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 PRESID10 " 5/24/2018 NetApp Storage Implementation for Police Video responsibility for the adequacy or performance of(in)any third party software provided to Presidio under this agreement; (ii)any hardware,and(iii)any services provided by any third party. 7. Non-Solicitation Provision. During the term of this agreement and for twelve(12)months thereafter,CLIENT will not solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced as a result of this agreement. Should CLIENT solicit and/or hire an employee or contractor from PRESIDIO, CLIENT shall pay to PRESIDIO an administrative fee equal to 1 year's salary of the employee's new salary at CLIENT. 8. Export Law Compliance. CLIENT has been advised that all Products purchased hereunder and Presidio Confidential Information is subject to the U.S. Export Administration Regulations.CLIENT agrees to comply with all applicable United States export control laws,and regulations,as from time to time amended,including without limitation,the laws and regulations administered by the United States Department of Commerce and the United States Department of State. 9. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations hereunder where such performance is prevented or delayed by causes beyond its reasonable control,including without limitation,flood, war,embargo,strike or other labor dispute,riot,acts of God or the intervention of any government authority. 10. Choice of Law and Venue. The parties will attempt to settle any claim or controversy arising under this agreement through consultation and negotiation in good faith and a spirit of mutual cooperation.This agreement and all matters relating thereto shall be governed exclusively by the substantive law of the State of Michigan. Any dispute relating directly or indirectly to this agreement or any other contract or agreement between the parties which cannot be resolved through the process of consultation and negotiation shall be brought in a court of competent jurisdiction in Kent County, Michigan, that being the exclusive venue for any dispute between or any claims held by any of the parties to this agreement. 11. Miscellaneous. This agreement constitutes the entire agreement of the parties and supersedes all prior written or oral agreements,representations and understandings relating to the subject matter hereof,with the exception of a valid Master Services and Product Agreement between the parties under the terms of which this agreement shall be incorporated.This agreement shall not be amended or modified except by written instrument signed by the parties.Should additional work beyond the scope of the Services detailed herein by Presidio be requested by CLIENT,fees for such additional Services will be negotiated with CLIENT prior to performing such work and will be memorialized in writing between the Parties by utilizing a Project Change Request form("PCR")or an additional agreement as appropriate.Presidio will invoice CLIENT for any additional work performed and expenses incurred which are not described in this agreement.The Parties agree that neither may assign its rights or duties under this contract without the prior written consent of the other Party,which consent shall not be unreasonably withheld. 12. Severability. The provisions of this Agreement are severable. If any provision of this Agreement or its application to any person or circumstance is ever held by any court of competent jurisdiction to be invalid for any reason,the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected. Revision: 1.0 Confidential and Proprietary Page 14 of 15