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17.

18.

49,

20.

21,

and faithfully perform in accordance with the provisions hereof.
Article Vil
Orders, Fees, Involees, and Payments

Orders, fees, invoices, and payment shall bé processed and paid as specified in Section 10-
Terms & Conditions of the RFP.

Article VIU

Assignment

Neither party shall assign, transfer or otherwise dispose of this AGREEMENT cr any of its rights
hereunder or otherwise delegate any of its duties hereunder without the prior written consent
of the other party. Any such attempted assignment or other disposition without such consent
shall be null and void and of no force and effect.

Article [X

indemnification

The Vendor agrees to indemnify and save MAPC, GHPC, and the Buyers harmless from any and
all manner of suits, claims, or demands arising out of any errors, omissions or negilgence by
the Vendor {including all ts employees or agents) In performing under this AGREEMENT, or any
breach of the terms of this AGREEMENT, which constitute an obligation of the Vendor. The
Vendor shall reimburse MAPC, GBPC, and the Buyers for any and all costs, damages, and
expenses including reasonable attorney's fees which MAPC, GBPC, and the Buyers pays, or
becomes obligated to pay, by reason of such activities or reach. The provisions of this Section
shall be In addition to and shall not be construed as a limitation on eny other legal rights of
MAPC, GBPC, and the Buyers expressed or not expressed in the RFP and with respect to this
AGREEMENT.

Article XI

insurance

Before performing under this AGREEMENT, the Vender shall obtain, and shall maintain
throughout the term of this AGREEMENT, insurance at limits specified in the RFF and provide
written documentation of such In the form specified in the RFP.

The Vendor shall give MAPC 20 days (twenty) written notice and copies of documentation in the
event of any change or cancellation of coverage.

22.

23.

24.

25,

26.

27,

28,

Article XH

Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting pariy. For the purposes of this provision, "cause" shall include the failure
of a party to fulfill its material duties hereunder in a timely and satisfactory manner.

MAPC shail have the right to terminate this AGREEMENT for its convenience upon fourteen (14)
calendar days of written notice.

Following termination of this AGREEMENT, the parties shall be reiieved of all further obligations
hereunder except that:

MAPC shail not be liable for payments for the services and/or expenses or lost profits of the
Vendor in the event of termination.

The Vendor shall remain lable for any damages, expenses or liabilities arising under this
AGREEMENT (including its Indemnity obligations) with respect to work performed pursuant to
the AGREEMENT,

Articie xill

Entirety of Agreement

This AGREEMENT, together with its Exhibits, the RFP referenced above and its Addenda, the
required supplemental documents and any additional exhibits, constitute the entire
AGREEMENT between MAPC and the Vendor with respect to the matiers set forth therein and
may not be changed (amended, modified or terms waived) except by a writing signed by both
parties. Any notices required or allowed shall be sent by receipt-verified mail, email, fax or
courler to the persons designated In Exhibit A.

The provisions of the RFP and the Vendo;’s Proposal are Incorporated herein by reference. In
the event of any conflict among the Contract Documents, the documents shall be construed
according to the following priorities:

Highest Priority: Amendments to Contract (if any}
Second Priority: Contract

Third Priority: Addenda ta the RFP (iF any}
Fourth Priority: RFP

Fifth Priority: Vendor's Proposal

29.

30,

31.

Article XIV
Severability

in the event any provision of this AGREEMENT is found by a court of appropriate jurisdiction to
be unlawful or invalid, the remainder of the AGREEMENT shall remain and continue in full force

and effect.
Article XY

Governing Law and Jurisdiction

This AGREEMENT shall be governed by, construed and enforced in accordance with laws of the
Commonwealth of Massachusetts. MAPC, Vendors, and Buyers agree to submit their
respective jurisdiction and venue to the state and federal courts In the Commonwealth of
Massachusetts to resolve any disputes or disagreements that may arise under any provision of
this AGREEMENT.

Article XVI

Notice

Except as otherwise expressly provided in this AGREEMENT, any decision or action by MAPC
relating to this AGREEMENT, its operaticn, of termination, shall be made only by APC o7 its
designated representative identified in Exhibit A.

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by their duly

authorized officers on the cate written below.

For MAPC by or on behalf of the Greater Boston Police Council and its Members:

j ector and Ge u

Title

For the VERDOR;

* Signature

(Ea

* Title

Chaaes Ke PilokeFC

* Name

(WS

?o¢

Date

17 BAIS

* Date

. pent
a a
a
~,
ae

* Affix Corporate Seal

{or mark "n/a”)

EXHIBIT A

Notice Addressees

For MAPC:

Mare Draisen
Name

Executive Director

Title

MAPC

Organization

SO Temple Place
Street Address

Boston, MA 02111

City, State, ZIP

§17,933,0700

Phone

617.482.7485

Fax

mdraisen@mapc.org

email

For the VENDOR:
Dauitp Eyer sshy net
* Name
SEVNG2AL MAVaGet.
* Title
Ave bwe
Organization
Gai Gum Sree
* Street Address
Mar Bakoven. Mia. OS2.
* Street Address
Go9- 6 73-Zbitt
* Phone
S0A-5 73-2714
* Fax
byes sy mee. GMa , Cow

* email

Exnisit B

Request for Proposal #

Board of Aldermen Page 20
September 27, 2016

out there gone through the 990’s and actually look at the money that actually being granted and look to
see where the money came from? Look at the actual resources on here and read them? I'd be happy to
quote that but I’m not going to quote it from this piece of legislation because we vet that in committee. 1’ll
go to committee and discuss it if you want but | would be more than happy to discuss what it is that we
have before, that was before us out of committee. | think it's a complete mistake if we want to vote on it,
we are voting on whether or not to accept the Mayor's amendment and just vote directly on that. That’s
not the way we do business and for good reason.

Alderman Moriarty

We could have had a unanimous vote here tonight | think with the compromise that came out of the
committee. | get along with Alderman Lopez very well and | like a lot of things he said tonight. He did
point out that the people who showed up were all in support. There are some people in the audience
who are against but they just haven’t spoken and understandably so because there is a bit of perception
or stigma attached with voicing your opinion against this topic. There are a lot of people out in this city
who would have been for the version that the committee came up with but that has been ruined. The
best thing to do is absolutely send it back to committee. No one has made that motion so | am going to.

MOTION BY ALDERMAN MORIARTY TO RE-REFER R-16-068 AS AMENDED TO THE
PERSONNEL/ADMINISTRATIVE AFFAIRS COMMITTEE

ON THE QUESTION
Alderman O’Brien
Point of order, Mr. President, isn’t there already a motion on the floor?

President McCarthy

A motion to re-refer is in order.

Alderman Moriarty
Roll call.

Alderman Cookson

| am trying to determine which amended version it is that we are sending back to committee. Is it the
amended version that came out of committee or is it the amended version by the Mayor?

President McCarthy
It is neither; we were referring a piece of legislation to the committee.

Alderman Cookson
| thought Alderman Moriarty’s motion was as amended?

President McCarthy

It hasn’t been amended.

Alderman Moriarty

Point of inquiry then, can you recommend what the best way to make the motion would be?

Computer Sciences Corporation

Work Order
March 8, 2022 - Prices Valid Until 03/31/22

Agreement No. 01-STE-0106 Work Order No. 5
Non-Disclosure Assumption
e This proposal includes data that shall not be disclosed outside Customer and shall not be duplicated, used
or disclosed — in whole or in part — for any purpose other than to evaluate this proposal. If, however, a
contract is awarded to this offer or as a result of — or in connection with — the submission of this data,
Customer shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting
contract. This restriction does not limit Customer’s right to use information contained in this data if it is
obtained from another source without restriction. The data subject to the restriction is contained in sheets
of this entire proposal.

Note 1: Customer will pay all reasonable travel-related expenses incurred by employees of CSC in connection with this
project. Customer will pay one-way travel time for CSC personnel in fulfilling time and material tasks at the
hourly rate of $165.00 per person hour.

Note 2: Customer acknowledges that the above amounts are good faith estimates based upon the information known
to CSC. Estimates are not intended as price or performance guarantee. Number of hours is estimated for
budgetary purposes only. The estimate should not be deemed an absolute cap nor does it transform this
scope of work into a fixed fee agreement.

Note 3: In the event Customer cancels or reschedules a services appointment (e.g. including but not limited to
training or installation) with CSC, within seven (7) days of the scheduled date, Customer shall pay CSC a
cancellation / rescheduling charge equal to eight (8) hours of services, plus any non-refundable expenses
(including but not limited to airfare, hotel, car rental etc.) incurred by CSC.

Note 4: Authorized Location: 229 Main Street, P.O. Box 2019, Nashua, NH 03060.

Note 5: In the event Customer requires purchase orders, a copy must be provided promptly after the contract is
executed in order to include the associated purchase order number on each Customer invoice.

Note 6: In the event Customer is tax exempt, a copy of Customer tax exemption certificate may be required to
ensure that taxes are not applied to certain services.

(signature page follows)

Rhodes — SR-0020110506 - GDC

Exuipit ¢

Special Terms & Conditions

4. Vendor attests to and warrants any and all representations made in Vendor's Complete Price
and Complete Technical Proposals including, but net limited to, any and all representations
and warranties made by it that exceed those of the manufacturers of products and
assemblies used In its manufacture of subject apparatus and fitments.

2. Vendor shal! indemnify Buyer for any and all loss of value of manufacturers’ warranties

incurred prior to Vendor's complete performance with regard to each individual Buyer.
we ek ek we oe

EXHIBIT D

Subcontractors

4. See Attached List