R2023-162 Resolution Approving Expenditure of City Funds for Implementation of Office 365 Exchange Online with Presidio Networked Solutions Group, LLC

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City of Decatur IL SOW#: 1003521055304 SOW-1 P R E S I D 10' 3-Jun-2022 Office 365 Migration PRESIDIO shall invoice CLIENT for the Services in accordance with the terms stated in the SOW. 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 PRESIDIO'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 SOW. Unless otherwise indicated in this SOW, 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 SOW, Projects shall be deemed accepted upon the earlier of PRESIDIO's receipt of a signed Milestone Completion and Acceptance document which has been signed and dated by an authorized representative of CLIENT,or ten (10)calendar days from the date of the delivery of the milestone deliverable. If acceptance is refused, Client shall provide, in writing to PRESIDIO, its reasonable basis for refusal, prior to the expiration of the Ten (10)calendar day period. PRESIDIO shall address the issue before subsequent work is undertaken. Limitations of Warranties. PRESIDIO WARRANTS THAT SERVICES SHALL BE PROVIDED BY COMPETENT PERSONNEL IN ACCORDANCE WITH APPLICABLE PROFESSIONAL STANDARDS. WITH RESPECT TO SERVICES PERFORMED BY PRESIDIO, PRESIDIO WARRANTS TO CLIENT, THAT THE SERVICES RENDERED SHALL BE PERFORMED IN A SKILLFUL AND PROFESSIONAL MANNER COMMENSURATE WITH THE REQUIREMENTS OF THIS EFFORT. CLIENT SHALL NOTIFY PRESIDIO IN WRITING WITHIN THIRTY(30)DAYS AFTER COMPLETION OF THE SERVICES IN QUESTION WHEN ANY OF THE SERVICES FAIL TO CONFORM TO THE STANDARD OF CARE SET FORTH IN THIS AGREEMENT.THE PASSAGE OF THE THIRTY(30)DAY PERIOD AFTER COMPLETION OF THE SERVICES WITHOUT THE NOTIFICATION DESCRIBED HEREIN SHALL CONSTITUTE CLIENT'S FINAL ACCEPTANCE OF THE SERVICES.TROUBLESHOOTING AND RECONFIGURATION DUE TO CHANGES TO THE CONFIGURATION BY CLIENT AFTER DELIVERY WILL REQUIRE THE PREPARATION OF A BILLABLE CHANGE ORDER AND PRESIDIO WILL USE ITS BEST EFFORTS TO PROVIDE ANY ADDITIONAL SUPPORT THAT MAY BE REQUIRED THEREAFTER ON A TIME AND MATERIALS BASIS AS SOON AS RESOURCES ARE REASONABLY AVAILABLE. PRESIDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. 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,licensor's 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. 3. 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 SOW. 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. Confidential and Proprietary Page 10