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8S.COMMUNITIES GOVERNMENT PURCHASING ALLIANCE
<br />Server Configurabon and Training
<br />South Bend Police Department
<br />Statement cfWork # 19797600 v 1.0
<br />Qctober13' 2816
<br />I. Entire Agreement. The scope of services, special terms associated with, the Services and these General
<br />Terms and Conditions are together one agmamm,aot between Insight and Client, collectively referred to as the
<br />"SOW". Contract 44000$6644 (RFP2000001781) and this SOW, together with all attachments, exhibits and
<br />addenda, form the entire agreement between the parties. Where these General Terms and Conditions conflict with
<br />the terms and ommd|onno of the U.S. Communities Contract 4400D06644 (RFP280000170,1), the terms and
<br />conditions cfContract 44QOO88644 {RFP2000001701} will prevail.
<br />2. ]er�m- This SOW begins on the date last signed by the Authorized Representative of each party and will expire
<br />upon the completion of the Services or as otherwise provided under Section 3 below.
<br />3. Termination. Insight or Client may terminate this SOW with or without cause with 30 calendar days prior
<br />written notice tothe other party, Termination does not relieve Client's duty to pay for Services performed, or
<br />expenses incurred, in accordance with this SOW.
<br />4. es will be invoiced |maccordance with this SOW. Client must pay all invoices in
<br />full w0|n 30 days of the invoice date, mmyeae otherwise specified under the SOW Special Terms, Conditions and
<br />Assumptions. All payments must reference the invoice number., Unless otherwise specified, a0 >nvm|oao mhm|| be
<br />paid |uthe currency o[the invoice.
<br />(m) Credit/Late Payment. Insight retains the right to decline or extend cnad|L and to require that the appli-
<br />cable purchase price be paid prior to performance of Services on the basis of changes in Client's financial con-
<br />dition and/or payment record. Insight also reserves the right to change interest of 1.5% per month or the
<br />maximum a|bwab|e by applicable law, whichever is Xeoa, for any undisputed past due invoices. Client is re'
<br />apoms|b|e for all costs of collection, including reasonable attorneys' fees, for any payment default on undisput-
<br />ed invoices. In addition, Insight may terminate all further work |fpayment |n not received in a timely manner.
<br />(b) Taxes. Fodmno|, state and local sales, use and excise taxes and all similar taxes and duties, (excluding
<br />taxes based on Insight's income, assets or net worth), are the au|e responsibility ofClient and will benepmrntm-
<br />|y itemized on the invoice. Client may provide Insight a tax exemption certificate, which will be subject to re-
<br />view and acceptance by Insight.
<br />S. Services.
<br />(o) Licenses. Client is solely responsible for acquiring and maintaining valid software licenses for authorized
<br />and installed software products (whether installed on CUoott machines by Insight as individual products or
<br />part ofasoftware image, or byany other party ormethod).
<br />(b) Intellectual Property Rights. Insight retains all right, title and interest in any pre-existing intellectual
<br />property that is owned by Insight ("Insight ]P^), and which may be used in cerryMg out the Services, including
<br />any modifications or improvements made to Insight IP during or as a result of the Services to be performed
<br />mmdertWn SOVV, Except norIns�ght IP and upon payment in fyR of all amounts due Insight, all documents,
<br />drawings, sped Mcations, information, patents, patent applications, inventions, developments orprocesses or
<br />any copyriAhteh|e material originated and developed by Insight specifically for Client as part ofthe Services to
<br />be performed by Insight under this S0VV ("Work Product") yhm|| be owned by Client, Insight hereby grants
<br />Client m worldwide, non'exc|usive' royalty -free, perpetual, without the right ofsublicense, license to use In-
<br />sight IP in the course mfClient's internal, business operations.
<br />6. Limited Service Warranty. Insight represents and warrants that:
<br />(a) It has the nmUU power and authority to enter into this SOW;
<br />(b) It has all other rights necessary for the performance of its obligations under this SOW, without violating
<br />any rights ofany other party;
<br />(c) Services performed byInsight will: (h) be performed in aUme|y, competent, professional and workmanlike
<br />manner; (V�) substantially conform to the written specifications under this SOW for 30 calendar days from
<br />oomp�eUom, orfor such other warranty period as may be indicated under the Special Terms, Conditions and
<br />Assumptions nfthUs SOW; (iii) be in compliance with all Yaws, rules and regulations applicable to Insight's per-
<br />formance under this SOW; and
<br />(d) The use ofWork Product ahm|| not infringe on any U.S. patents, copyrights, trademarks, ortrade secrets of
<br />any third party
<br />7. Warranty Disclaimer. -HE EXPRESS WARRANTIES IN THIS SECTION � ARE IN LIEU OF, AND INSIGHT
<br />DISCLAIMS, �I����g^ &LL OTHER WARRANTIES IN RELATION TO THE SERVICES, EXPRESS OR IMPLIED,
<br />INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY 0RCONDITION OpMERCHANTABILITY, FITNESS FOR
<br />4 PARTICULAR PURPOSE, NON -INFRINGEMENT, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF
<br />DEALING, LAW, USAGE' OR TRADE PRACTICE TO THE EXTENT PERMIT -FED IN LAW. TO THE EXTENT AN IMPLIED
<br />WARRANTY CANNOT BEEXCLUDED, SUCH WARRANTY lSLIMITED lN DURATION TO THE WARRANTY PERIOD.
<br />Noagent oremployee mfIom�ghtmrany other party is authorized to make any warranty in addition to those made
<br />in Sechmn @. Insight will have no obligation with respect to any warranty Claim if the Claim �o the result ofdamage
<br />caused by unauthorized modification, or any abuse or misuse by Client or any third party not performing under the
<br />direction of Insight, or damage caused by disaster such as fire, flood, wind or lightning.
<br />Rev. 06/16 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 7 of 11
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