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provides no other actual or implied product warranty of any kind. Subj ect to the . <br />manufacturer's warranty anq the applicable serv ices warrant y provided by Contractor <br />beiow, the product is pro vided as is. The wa rranty period fo r time and materials, <br />imp leme nta ti on, insta ll ati on and/o r· profess iona l se rvi ce s deliverables will be thirty (30) <br />days from the date on which Co ntractor informs City tha t thEl ~ark is functio~al l y comp lete. <br />If City purchased full servioo Maintenance Service at the time of the original sal~. then <br />labor will be provided at no e.xtra charge during the contract period, otherwise Contractor <br />.then current labor charges will apply. <br />1. 7 City's Resp ons ibility. City is responsible for the manner in which it uses· the products <br />and services provided pursuant to this Agreement, including the maintenance and security <br />.of City facil i t ie~; choice of eq uipment; softwa re; related serv!ces; and all othe r m~tters <br />related to how City uses such prod ucts and services. In the eve nt th at th e prod ucts <br />conta in man uf?cl urer's software, City ·shall not resell the softwa re or prov ide access to the <br />softw9re either directly or indi rectly to third partie~ unless authorized to do so in an order <br />fro111 Contractor. City will provide Contractor with all necessary access to the equipment <br />and facilities subject to City's normal security policies and pursuant to this Agreement. <br />City will allow Contractor technicians to conduct a comprehensive operation and <br />performance evaluation of any equipment provided, installed, serviced, or maintaineq by a <br />vendor other than Contractor. .During evaluation, City wi ll make all equipment and services <br />intended for use with the products and services available to Co ntracto r technicians, <br />including compute rs, auxi lia ry ·audio and video sources, an d all network and <br />telecommunic~tions serv ices (ex: LAN, IP and ISDN). <br />·Sect ion 2. CO MPENS ATION . City hereby agrees to pay Consultant a sum not to excee d $104,000 .00 <br />notwithstanding any contrary indications that may be contained in Consultant's proposal, for products and <br />services to be performed and reimbursable costs incurred under this Agreement. In the event of a confli~t <br />between this · Agreement and Consultant's proposal, attached as Exhibit B, regarding th e amount of <br />compensat ion, the Agreement shall prevail. City shall pay Consultant for services rendered pursuan t to piis <br />Agreeme nt at the time and in the manner se t forth herein . The payments spetified below shall be the only <br />payments from City to Consu ltant for produc t delivered and serv ices re ndered pursuan t to this Agreement. <br />Consultan t shall subm it all invo ices to City in the. manner specifleq herein. Except as specifically authorized <br />by City in writing, Consultant shall not bill City for dupli cate services performed by more than one persori. <br />Consultant and City acknowledge and agree that compensation paid by City to Consultant under this <br />Agreement is based upon Consultant's estimated costs of providing the services required hereun9er, <br />includ ing salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties <br />further agree that compen~ation hereunder is intended to include the costs of contributions to any pensions <br />~nd/or annu ities to which Con sultant and its emp loyees, age nts, and subcontractors may be eligible. City <br />the refo re has no responsibility for such contribut ions beyond compensation required under this Agreement. <br />2.1 Invoices. City agrees to pay an amount equa l to fifty percent (50%) of the tota l charge for <br />product, and fifty percent (50%} of total charge for services upon execution of this <br />Agreement. The remaining balance of product charges, shipping , plus applicable taxes , is <br />due upon delivery of product pursuant to this Agreement. The remaining balance of <br />charges for services, plus applicable taxes, is due upon final invoice. Risk of loss of the <br />Consu lting Services Agreement between City of San Leandro and <br />ConvergeOne, In c. for Cisco Firewall Upgra de Proj ect <br />07/16/2018 <br />Page 2of16