Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Item 06.x
Date: Item No. LAKEVILLE POLICE DEPARTMENT PURCHASE AGREEMENT WITH MARCO TECHNOLOGIES INC. Proposed Action Staff recommends adoption of the following motion: Move to approve Relationship Agreement and Statement of Work for purchase from Marco Technologies, an LLC. Overview Funds for Building Display replacement for the police department were included in the 2018 budget. Additional funds were required to complete the project in a satisfactory manner. Spending adjustments were made during the 2018 budget. This purchase agreement will authorize the replacement of part of the equipment in 2018. The remainder of the equipment at an approximate cost of $50,000, will be replaced under a separate contract to be approved by the City Council in 2019. Total estimated project cost is $122,000. Primary Issues to Consider • Building Display is needed for communication in the police department. • A portion of funds were approved in the initial 2018 budget. • A budget amendment allocated additional funds. • The replacement is needed to keep infrastructure maintained. Supporting Information • Statement of Work Agreement with Marco Technologies LLC. • Relationship Agreement with Marco Technologies LLC. Financial Impact: $ Budgeted: Y☒ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Safety Throughout the Community Report Completed by: Deputy Chief John Kornmann December 17, 2018 71,570.47 Building Fund 2018 Budget Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 1 MARCO RELATIONSHIP AGREEMENT THIS RELATIONSHIP AGREEMENT (“Agreement”) is entered into and effective as of the last date affixed to any signature hereto (“Effective Date”) by and between MARCO TECHNOLOGIES, LLC with a principal place of business at 4510 HEATHERWOOD ROAD, ST. CLOUD, MN (“Marco”) and City of Lakeville with a principal place of business at 9237 183rd Street, Lakeville, MN 55044 (“Client”) (individually, “Party,” and collectively, “Parties”). This Agreement governs Marco’s relationship with Client for the provision of services (“Services”), Equipment and other goods (“Equipment”), Software (“Software”) and Incidentals (collectively, “Products”) described in certain agreements between the Parties (collectively “Product Agreement”). Product Agreements include, Statements of Work (“SOW(s)”), Work Orders, Professional Service Engagement Agreements, Service Tickets, Proposals, and, as applicable, their schedules, exhibits, Change Orders, Schedule(s) of Products (“SOP”), and Service Level Agreements (“SLA”) whether or not this Agreement is referred to therein. This Agreement is incorporated by reference and made part of any Product Agreement between the Parties. In the event of an express conflict between or among the provisions of this Agreement and any Product Agreement, the inconsistency shall be resolved by giving precedence in the following order: (1) the Product Agreement but solely with respect to the Products covered by that Product Agreement; and (2) this Agreement. 1 Purchases, Prices and Payment. A. Marco agrees to provide and Client agrees to purchase, lease or license (as applicable) the Services and Equipment (as applicable), as well as License(s) (as defined in the Product Agreement(s)) for any Software at the price stated in the SOP (“Price”). Client shall pay Marco’s then prevailing rates for any Incidentals as defined in the Product Agreement. Marco’s right to increase the Price to Client is set forth in each Product Agreement (“Price Increase”). B. Client shall pay all invoices within thirty (30) days of the invoice date. Client shall pay a late fee of 1.5 percent (or the highest rate permitted by law) per month on any amounts not paid in a timely manner. Client shall pay for all costs and expenses, including reasonable attorney and expert fees, in curred by Marco in enforcing its rights for payment under this Agreement and any Product Agreement. Client shall pay all sales, use, excise, value added or other taxes; duties, levies or fees assessed by any government or other authority resulting from its relationship with Marco under this Agreement and any Product Agreement, except for taxes imposed on Marco’s income. Client shall not withhold any Marco Property (defined below) or payment due under this Agreement, any Product Agreement, or any other agreement or purchase order with Marco, for set off or reduction for any purpose whatsoever. C. In the event Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion of the invoice by the date the invoice is due, and shall submit to Marco a written explanation for the disputed amount, setting forth with specificity Client's grounds for such dispute. Client must submit its written dispute to Marco within thirty (30) days of receipt of the invoice or such dispute shall be deemed waived and invoices shall be deemed correct. In the event that the dispute is resolved against Client, Client shall pay all outstanding amounts plus interest at the rate referenced in, and calculated in accordance with, subsection 1.2 above. 1.4 If Client and Marco enter into a lease relating to any Equipment provided by Marco (an “Equipment Lease”), Client’s obligations with respect to the lease of such equipment shall be solely governed by the Equipment Lease. Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 2 2 Marco Property. In addition to the Products, Marco may place at Client’s site or otherwise provide equipment, other goods, materials/supplies and/or similar items, software, information and Intellectual Property (defined below) owned by Marco or a third party, for the purposes of carrying out a Product Agreement (collectively, “Marco Property”). Such placement or provision of Marco Property shall not create any rights of ownership in Client or any third party. Client shall use reasonable care with Marco Property, but no less care than Client uses with respect to its own property. Client shall protect Marco Intellectual Property (defined below) from infringement, misappropriation or other violation and/or damage. Client shall return Marco Property upon Marco request and in accordance with the requirements under the section titled, Effect of Termination or Expiration, below. 3 Client Equipment. In the course of a Product Agreement, certain parts, materials, equipment, computers, software, operating systems, switches, routers, drives, firewalls, databases, backup systems, networks, internet connectivity, information and other items owned by Client, or provided by a third party to Client, will be used or required for the effective and efficient provision or use of the Products (“Client Equipment”). Client agrees to maintain Client Equipment in good working order and repair, and in compliance, with applicable law and industry standards for the effective and efficient provision and use of the Products. If the Parties agree that certain Client Equipment will be removed in order for Marco to provide, and Client to use, the Products in an effective and efficient manner, Client shall not reinstall or redeploy such items. 4 Use. Client agrees not to use or permit third parties to use the Product(s) and Marco Property, for any illegal purpose, or to achieve any kind of unauthorized access, such as to any computer systems, software, data, real, personal, or Intellectual Property, or other copyright or patent protected material. Client agrees not to interfere with other clients’ use of Marco provided services, equipment, other goods, or software and not to disrupt the Marco network, connectivity, infrastructure or other services whether provided directly by Marco or through Marco suppliers or contractors. Marco authorizes Client’s use of the Products and any Marco Property subject to the terms of this Agreement and the Product Agreement(s), and conditioned on Client’s performance of its obligations thereunder. This authorization is nontransferable. Client shall access and use (and shall cause its Representatives (as defined below) to access and use) the Products and Marco Property ONLY: a) as permitted by, and in accordance with its obligations under this Agreement, the applicable Product Agreement, and any Licenses; b) for their intended purposes; c) in a manner which prevents negligent error and violation of any contractual obligation of Client; d) as permitted by, and in accordance with, the specifications of the manufacturer, publisher, or vendor of the Products; e) in a commercially reasonable manner for its own internal business; f) in a manner that does not violate any Intellectual Property right of Marco or any third party; g) for legitimate and lawful business purposes; and h) as permitted by law. Client shall not alter, modify, tamper with, make derivative works from, license, distribute, rent, lend, publish, reverse engineer, decode, resell, export, sublease, or attempt to derive the source code of or reproduce the Products or Marco Property. Client shall take all reasonable action necessary to stop the violation or threatened violation of this Section and cause its Representatives to be bound by and comply with this Section. Violation of any part of this Section is grounds for Marco’s immediate termination of this Agreement and/or all Product Agreements in addition to any other rights or remedies Marco may have in law or equity. 5 Client Content. Client acknowledges that Marco exercises no control whatsoever over the content of the information passing through Client’s equipment, network, and sites and that it is the sole responsibility of Client to ensure that the information it and its Representatives or any third party transmit(s) and receive(s), is for legitimate business purposes and complies with all applicable laws and regulations. Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 3 6 Internet Services Provider. Unless otherwise indicated in a Marco Managed WAN SOW, Marco is not Client’s Internet Services Provider (ISP). At times, actions or inactions of third parties can impair or disrupt Client’s connections to the Internet (or portions thereof). Marco cannot guarantee that such events will not occur. Accordingly, Client is solely responsible for all Losses (as defined below) resulting from or related to such event. 7 Backup. Unless otherwise agreed in a Marco Managed Backup SOW, Marco’s provision of the Products does not replace the need for Customer to maintain reliable, regular data backups and redundant archives (“Reliable Backup”). Client shall maintain such Reliable Backup during the Term and any Renewal Term of this Agreement and any Product Agreement. 8 Software Licenses and Other Agreements. Client shall enter into, maintain, comply with and be bound by such licenses, agreements or other prerequisites of third party software publishers/ vendors or equipment manufacturers for the Products (collectively, “Licenses”). Unless expressly provided otherwise in a Product Agreement, Client understands that Marco does not have or ever take title to any Software and that Client has the sole responsibility to manage its ownership and use of the Software including complying with any License terms, retaining copies of License agreements and other ownership documentation, monitoring License renewal and expiration dates, and renewing or terminating such Licenses. 9 Warranty. Marco represents and warrants that it will provide the Services in a good and workmanship- like manner and that the Services will meet any applicable generally accepted industry standards. Client shall also be entitled to any warranty, which is extended to Marco by the Equipment manufacturer or Software publisher/vendor, and assigned by Marco to Client, in connection with this Agreement and the applicable Product Agreement. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, MARCO PROVIDES ALL THE PRODUCTS, MARCO PROPERTY AND REPAIRS “AS IS.” MARCO DOES NOT PROVIDE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND RELATING TO THE PRODUCTS, MARCO PROPERTY AND REPAIRS, EXPRESS OR IMPLIED, STATUTORY OR OTHER, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ALL WARRANTIES WHICH ARISE FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT NO TECHNOLOGY IS FOOLPROOF OR IMMUNE FROM ATTACK. MARCO CANNOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE PRODUCTS, MARCO PROPERTY, THE REPAIRS, OR ANY RESULTS OR USE THEREOF WILL OPERATE WITHOUT INTERRUPTION, SECURELY, ERROR FREE, WITHOUT DEFECT, FREE OF HARMFUL CODE, THIRD PARTY DISRUPTION OR THAT MARCO WILL CORRECT ALL DEFECTS. No statement or writing of any Marco officers, directors, employees, agents or contractors (collectively, “Representatives”) will create any warranty or obligation whatsoever not set forth in this Section. Marco shall be responsible for the accuracy of the Services and shall promptly make necessary revisions or corrections to the extent provided in the Product Agreement. 10 Incidental Services and Goods. Client may request that Marco perform services or provide goods outside the scope of a Product Agreement or not meeting the Minimum Specifications (“Incidentals”). Marco may provide the Incidentals in its sole discretion. Such Incidentals are not part of the Price. Client shall pay Marco’s then prevailing prices for Incidentals, including but not limited to: time, materials and labor, which shall be charged at a minimum of fifteen (15) minutes for each request. Marco shall respond to each Incidental requested on a onetime occasion limited to thir ty (30) minutes. Marco provides any Incidentals “AS IS,” in accordance with the Agreement AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND as a courtesy to Client. Client’s purchase and Marco’s provision of any Incidentals is subject to all of the Client obligations, but none of its rights, and all of the Marco rights, but none of its Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 4 obligations, under this Agreement. All change orders, regardless of amount, must be approved in advance and in writing by the Client. No payment will be due or made for work done in advance of such approval. 11 Defects. Marco shall have no liability for any malfunction, deficiencies or defects (collectively, “Defects”) on any Equipment, Software, Incidentals or Losses resulting from such Defects. Unless otherwise expressly stated in a Product Agreement, any and all rights or remedies Client may have regarding the ownership, licensing, performance, specification, legal or other compliance or warranty of the Equipment, Software or Incidentals, are limited to those rights set forth under the section titled, Warranty, and subject to the limitations of liability in this Agreement and the applicable Product Agreement. 12 Intellectual Property. Each Party is, and shall remain, the exclusive owner of its intellectual property (including patents, trademarks, copyrights, trade secrets, works of authorship, inventions and other proprietary information) (collectively, “Intellectual Property”) and Confidential Information (defined below), whether existing prior to or following the Effective Date of this Agreement. Marco hereby grants Client a non-exclusive, royalty-free license during the Term of this Agreement to use Marco Intellectual Property disclosed to it solely and only to the extent necessary for using the Services and Equipment. Except as provided herein, nothing in this Agreement or any Product Agreement shall be construed as transferring the rights to ownership or use of either Party’s Intellectual Property or Confidential Information to the other Party, its Representatives or any third party. 13 Confidential Information. Each Party shall maintain the confidentiality of and use Confidential Information disclosed to the other only for carrying out its rights and performing its obligations under this Agreement and the applicable Product Agreement (s). The Party receiving the disclosing Party’s Confidential Information shall disclose it only to its Representatives who need to know the information in order to carry out this Agreement and the applicable Product Agreement (s). The Party receiving Confidential Information shall cause its Representatives to be bound by and comply with this Section and shall be liable to the disclosing Party for such Representatives’ noncompliance. Confidential Information includes, but is not limited to, trade secrets; technology; financial information; pricing; know how; business plans; customer lists; works of authorship; inventions; research and development; and any information disclosed in any manner which is marked "Confidential” or a like designation, is disclosed in circumstances of confidence, or should be understood by the receiving Party, using commercially reasonable care, to be confidential. As to Marco, Confidential Information also includes information in any form about Marco: Products and their applications; policies, practices, and procedures for providing Products; operations; network; systems; facilities; and suppliers (“Marco Sensitive Information”). Notwithstanding anything in this paragraph to the contrary, Client shall not have the right to disclose to any third party any Marco Sensitive Information without a separate specific written consent signed by a member of Marco’s executive management. Confidential Information does not include information that a) was known or possessed by the receiving Party before receipt from the disclosing Party; (b) is or becomes a matter of public knowledge through no breach of this Agreement; (c) is lawfully available or received from a third party without confidentiality obligation; (d) is authorized to be disclosed by a third party with the right to do so; (e) is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information; or (f) is required by law to be disclo sed by the receiving Party, provided that the receiving Party shall give the disclosing Party immediate written notice of any efforts to compel disclosure and reasonable assistance in obtaining an order or other relief protecting the Confidential Information. Notwithstanding the foregoing, the terms of this Paragraph are subject to the requirement of the Minnesota Government Data Practices Act, Minn. Stat. Chapter 13 and Paragraph 31 of this Agreement. Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 5 14 Compliance with Laws. Each Party agrees to comply with all laws, ordinances, regulations and rules applicable to it relating to this Agreement and any Product Agreement. Client shall not resell, transfer or export any of the Products, or any data derived therefrom, in violation of any United States or foreig n law, including export laws. 15 Communication and Notices. Notices, requests and consents under this Agreement including requests for termination of Services under any Product Agreement shall be provided in writing to the Parties at the address(es) provided below, or to such other address(es) as is provided in writing, and are effective upon personal delivery; or three (3) days’ after posting by certified mail, return receipt requested. In the case of Client, notices requesting termination of Services shall be sent to contractservices@marconet.com in addition to the mailing addresses below. MARCO: STEVE KNUTSON, CTO/CIO MARCO TECHNOLOGIES, LLC 4510 HEATHERWOOD RD ST. CLOUD, MN 56301 AND CONTRACTSERVICES@MARCONET.COM COPY TO: ANGELA TYCZKOWSKI, GENERAL COUNSEL MARCO TECHNOLOGIES, LLC 3000 N POINTER ROAD APPLETON, WI 54911 CLIENT: [Client Name] City of Lakeville 9237 183rd Street, Lakeville, MN 55044 [CSZ] 16 Indemnification. Subject to the limitations set forth herein, each Party shall defend, indemnify and hold harmless the other and its Representatives from and against third party (other than an indemnitee affiliate) demands, claims, actions, suits, or similar proceedings (“Claim(s)”) for Losses, as defined below, to the extent caused by the indemnifying Party’s (a) material breach of this Agreement or any Product Agreement; or (b) negligent, reckless, or willful acts or omissions; or c) allegations that the Services or the use thereof infringe on any U.S. intellectual property right. Loss or Losses means any and all costs, expenses, damages, liabilities, fees (including reasonable attorney and expert fees), penalties, fines, or judgments of any kind or nature whatsoever. As soon as practicable, the Party requesting indemnification shall notify the indemnifying Party of its potential right to defense and indemnification in a writing detailing the basis for the request and the third party Claim; provided that the failure to give notice within that time shall relieve the indemnifying Party of its obligations under this Section only to the extent that the indemnifying Party is actually prejudiced by such failure. If it accepts the defense, the indemnifying Party shall control the defense and resolution of the Claim, including the selection and retention of counsel. The Party requesting indemnification shall cooperate in the defense and resolution of any Claim. Failure to provide such cooperation shall relieve the indemnifying Party of its obligations under this Section. The Party requesting indemnification may Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 6 participate in and observe the defense and resolution of any Claim with its own counsel at its sole cost and expense. The indemnifying Party shall not settle the Claim in a manner that materially adversely affects the indemnified Party without its consent, which shall not be unreasonably withheld. The foregoing obligation shall not apply to the extent that (i) any alleged infringement is based upon any modification of the Services not made by Marco; (ii) use of the Services in combination with any third party products or services, if such infringement, misappropriation, or violation would not have happened but for such combination; or (iii) any use of the Services Client or its Representatives that is not expressly authorized by Marco. In the event that a third party files a claim, suit, action or proceeding alleging that any Services infringes, misappropriates, or violates such third party’s intellectual property rights, or in the event Marco considers such a filing reasonably likely, Marco may, at its sole option, (a) modify such Service(s) to make it non-infringing, or replace the Service(s) with non-infringing alternative(s) of equal or greater functionality; (b) procure from the relevant third party the right for Client to continue to use the Service(s) under the terms of this Agreement; or (c) immediately terminate this Agreement and/or any affected Product Agreement(s) upon written notice to Client, in which case Client shall (and shall cause its Representatives) to promptly cease all use of the Service(s). THIS SECTION STATES THE ENTIRE LIABILITY OF MARCO, AND THE SOLE AND EXCLUSIVE REMEDY OF CLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 17 Limitation of Liability. IN NO EVENT SHALL MARCO OR ITS REPRESENTATIVES BE LIABLE TO CLIENT, ITS REPRESENTATIVES OR ANY THIRD PARTY FOR (A) CLAIMS OR LOSSES RESULTING FROM CLIENT’S OR ITS REPRESENTATIVES’: VIOLATION OF THIS AGREEMENT OR ANY PRODUCT AGREEMENT, DELAY OR FAILURE TO PERFORM ANY OBLIGATIONS THEREUNDER, ACTIONS OR DIRECTIONS WHICH AFFECT MARCO’S ABILITY TO EFFECTIVELY AND EFFICIENTLY PROVIDE OR CLIENT AND ITS REPRESENTATIVES ABILITY TO USE THE PRODUCTS, ANY SUSPENSION, DOWNTIME, SERVICE LIMITATIONS, REMEDIATION, OR DEFECTS OR (B) ANY LOSS OF PRODUCTION, USE, DATA, BUSINESS, REVENUE, OR PROFIT; OR (C) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, WHETHER ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORIES WHATSOEVER, AND REGARDLESS OF HAVING BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL MARCO AND ITS REPRESENTATIVES’ COLLECTIVE AGGREGATE LIABILITY FOR ANY CLAIMS OR LOSSES (AS DEFINED ABOVE AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY) EXCEED THE AMOUNT PAID OR PAYABLE TO MARCO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE WORK UNDER THE PRODUCT AGREEMENT WHICH GAVE RISE TO THE CLAIM(S). NOTWITHSTANDING ANY OTHER TERM, COVENANT OR CONDITION OF THIS AGREEMENT, THE CLIENT’S LABILITY UNDER THIS AGREEMENT FOR ANY CLAIM OF ANY NATURE OR ANY CAUSE OR OF ACTION AGAINST THE CITY, BY ANY PERSON OR PARTY, INCLUDING MARCO, IS LIMITED AS PROVIDED IN MINNESOTA STATUTES, CH. 466. 18 Insurance. Marco shall secure and maintain such insurance as will protect Marco from claims under the Worker's Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $1,000,000 each occurrence/aggregate Products Completed Operations $2,000,000 aggregate Automobile Liability $1,000,000 combined single limit Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 7 Excess/Umbrella Liability $1,000,000 each occurrence/aggregate* The required minimum of umbrella coverage shall be $2,000,000, or the policy limits, whichever is greater. The Client shall be named as an additional insured on the general liability and umbrella policies on a primary and noncontributory basis. Marco shall secure and maintain a professional liability insurance policy. Said policy shall insure payment of damages for legal liability arising out of the performance of professional services for the Client, in the insured's capacity as Marco, if such legal liability is caused by a negligent act, error or omission of the insured or any person or organization for which the insured is legally liable. The policy shall provide minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000) aggregate with a deductible maximum of One Hundred Thousand Dollars ($100,000.00). Before commencing work, Marco shall provide the Client a certificate of insurance evidencing the required insurance coverage in a form acceptable to Client 19 Term and Termination. Unless terminated earlier as described below, this Agreement shall be in effect for three (3) years commencing on the Effective Date (“Term”), and shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless either party provides the other with at least sixty (60) days written notice of its intent not to renew prior to the end of the Term or Renewal Term. Either Party may terminate this Agreement and any Product Agreement if: (a) if the other Party materially breaches this Agreement or a Product Agreement and such breach (other than payment obligations) is not cured within thirty (30) business days following written notice of the breach or such longer period to which the Parties mutually agree; or (b) upon the institution by or against the other Party of insolvency, receivership, bankruptcy, assignment for the benefit of creditors, or similar proceedings. Any such termination shall not relieve Client from its payment obligations. Notwithstanding the foregoing, in the event that any Product Agreement (s) remains in effect following the expiration or termination of this Agreement, this Agreement shall continue to be in effect and govern such remaining Product Agreements until their expiration or termination. 20 Suspension of Products or Credit. Marco may suspend, terminate, repossess or otherwise deny Client and any of its Representatives access to or use of the Products (collectively, “Suspension”) and suspend or terminate Client’s credit (“Credit Hold”) without liability if: a) it is required by law to do so; or b) if Client materially breaches this Agreement or any Product Agreement. Client’s failure to timely pay shall be a material breach. Upon Suspension, Client shall immediately cease, and cause its Representatives to cease, access and use of the Products, until further notice from Marco. Any Suspension or Cred it Hold shall not terminate this Agreement or any Product Agreement, nor relieve Client from its payment obligations, which shall continue during any Suspension or Credit Hold. 21 Effect of Termination or Expiration. Upon termination or expiration of this Agreement or a Product Agreement, except as expressly identified under, Term and Termination, above: (a) Client shall no longer have access rights, privileges, and authorizations to the Services; (b) at its sole expense, Client shall: (i) cease using Marco Property, the Services, Software, and any Incidentals (not owned by Client); (ii) uninstall and return the Software; (iii) return the Marco Property; and (iv) take all necessary measures to ensure that it will have access to its data independent from Marco; (c) following the disclosing Party’s request, the receiving Party shall return or destroy (and certify the return or destruction of) the disclosing Party’s Confidential Information and all copies or embodiments thereof, as directed by the disclosing Party. Notwithstanding the foregoing sentence, Marco may retain (but not use) copies of Client’s Confidential Information that may be embedded in back-up or archival systems or storage media, to the Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 8 extent that such copies are not readily divisible from other data, provided that such copies are maintained as Confidential Information in accordance with this Agreement. Any off-boarding, data extraction, and/or migration services Marco provides, including those that are the subject of a separate Product Agreement, shall be subject to and governed by the terms of this Agreement. Client shall pay the manufacturer’s suggested retail price for any Marco Property which Client fails to timely return. 22 Changes and Enhanced Services. Marco reserves the right in its sole discretion to make changes to the Products and Marco Property to maintain or enhance the quality, delivery, efficiency, effectiveness or performance thereof to its clients. Either Party may request changes to its rights or obligations under a Product Agreement by providing the other a writing detailing the requested change through the project manager identified in the affected Product Agreement. The Party receiving the request shall respond in a writing either detailing the terms and conditions which apply to the requested change or denying the request. 23 Dispute Resolution, Venue, and Governing Law. If a dispute arises out of or relates to this Agreement or any Product Agreement, the Parties agree to engage management in direct discussions in good faith to attempt to resolve the dispute. If a resolution cannot be reached through such discussions, the parties agree to engage in nonbinding mediation to attempt to resolve the dispute. If mediation fails, the dispute will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Stearns County, Minnesota. The arbitrator’s decision will be final and binding. Without limiting the foregoing, the Parties agree that no arbitrator has the authority to award relief in excess of what this Agreement or the applicable Product Agreement provides. All claims shall be arbitrated individually. Client shall not bring, or join any class action of any kind in court or in arbitration. Nothing in this Section shall prohibit either party from seeking injunctive relief from any authority authorized by law to grant it. This Section does not prohibit Marco from enforcing any claim for payment in any court or other forum. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL ARISING OUT OF THIS AGREEMENT OR ANY PRODUCT AGREEMENT. This Agreement and all Product Agreements shall be governed by the laws of Minnesota without regard to choice or conflicts of law principles. 24 Assignment, Successors, Beneficiaries. Client may not transfer, sell, or assign , this Agreement, any Product Agreement, or any right or obligation arising thereunder, in whole or in part, without the written consent of Marco, including, without limitation, by operation of law, upon plan of merger, or upon Client being acquired or selling substantially all of its assets. Marco may transfer or assign this Agreement, any Product Agreement in whole or in part, without notice or Client’s consent. The Parties agree that there shall be no third party beneficiaries to this Agreement or any Product Agreement. Subject to the foregoing, this Agreement and any Product Agreement(s) shall be binding on and inure to the benefit of the Parties successors and permitted assigns. 25 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement or any Product Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Unless expressly provided herein or in a Product Agreement, neither Party shall have the authority to act on behalf of or to bind the other. 26 Subcontractors. Marco shall not enter into subcontracts for services provided under this Agreement without the express written consent of the Client, which will not be unreasonably withheld. Marco shall comply with Minnesota Statute § 471.425. Marco must pay subcontractor for all undisputed services provided by Subcontractor within ten days of Marco’s receipt of payment from the Client. Marco must Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 9 pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 27 Nonsolicitation. Client agrees not to solicit, hire, or otherwise engage in any like activity in any manner whatsoever, directly or indirectly, with any of Marco’s employees during the term of this Agreement or any Product Agreement and for a period of one (1) year after it expiration or termination. For each breach by Client of the forgoing restrictions, Client will pay Marco an amount equal to any recruitment or referral fees paid by Marco for such employee and the base salary and bonus earned by such employee during the twelve (12) months preceding Client’s breach of the forgoing restrictions. 28 Force Majeure. Marco shall not be liable for or be in breach of this Agreement or any Product Agreement, for failure or delay in performance caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, war, terrorism, strikes or other labor or industrial disturbances, governmental action, or interruption of, delay in, or inability to obtain on reasonable terms and prices adequate power, telecommunications, transportation, raw materials, supplies, goods, equipment, Internet or other services. 29 Documents. The Client shall be the owner of all documents, reports, studies, analysis and the like prepared by the Marco specifically and exclusively for Client under a Product Agreement in conjunction with this Agreement. 30 Records. Marco shall maintain complete and accurate records of time and expense involved in the performance of services if expressly provided in a Product Agreement. 31 Audit Disclosures and Data Practices. Any reports, information, data, etc. given to, or prepared or assembled by Marco under any Product Agreement which the Client requests to be kept confidential, shall not be made available to any individual or organization without the Client’s prior written approval. The books, records, documents and accounting procedures and practices of Marco or other parties relevant to this Agreement are subject to examination by the Client and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd. 7, which is created, collected, received, stored, used, maintained, or disseminated Marco in performing any of the functions of the Client during performance of this Agreement is subject to the requirements of the Data Practice Act and Marco shall comply with those requirements as if it were a government entity. All subcontracts entered into by Marco in relation to this Agreement shall contain similar Data Practices Act compliance language. 32 Severability. If any provision of the Agreement or any Product Agreement is held invalid by any law, order or regulation of any government or other authority, or by the final determination of any court, such invalidity will not affect the enforceability of any other provisions not held to be invalid. 33 Remedies. Unless and to the extent provided otherwise and subject to the limitations of liability herein, all remedies set forth in this Agreement will be cumulative, in addition to, and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. 34 Headings, Survival, and No Waiver. Headings are for convenience only and are not part of this Agreement. Any term in this Agreement or any Product Agreement by its nature designed to survive completion, expiration, or termination of the Agreement or Product Agreement shall so survive. The Client Initials _ © 2018 MARCO. ALL RIGHTS RESERVED. MARCONET.COM | 10 failure of Marco at any time to require performance by Client of any provisions of this Agreement or a Product Agreement will in no way affect Marco’s right to require performance of that provision nor be construed as a waiver of any Marco right under this Agreement or the Product Agreement. 35 Counterparts and Electronic Signatures. This Agreement and any Product Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. The execution and delivery of counterparts may be accomplished by email or tele facsimile. The Parties agree that the electronic signature of a party to this Agreement, including by portable document format (pdf), shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. 36 Entire Agreement and Amendment. This Agreement and the applicable Product Agreement(s) constitute the entire understanding between the Parties relating to the subject matter thereof and supersede and replace any and all prior discussions, agreements, understandings, promises, and representations whatsoever, whether oral or written, express or implied, between the Parties. Purchase or work orders or other similar writings (regardless of their date) of Client or a third party on Client’s behalf shall not change this Agreement or any Product Agreement and shall not be binding on Marco or its Representatives whatsoever. Except as expressly stated herein, no modification of or amendment to this Agreement or any Product Agreement will be effective unless in writing and signed by a duly authorized representative of both Parties. IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed and delivered by its duly authorized officer or representative on the date set forth below. MARCO TECHNOLOGIES, LLC City of Lakeville By: By: Name: Name: Title: Title: Date: Date: STATEMENT OF WORK – FY18 AV Upgrades Prepared For: Client Name: City of Lakeville Company Name: City of Lakeville Address: 9237 183rd St. Lakeville, MN 55044 Phone: 952.985.4802 Email: jekornmann@lakevillemn.gov Date: 12/12/2018 Prepared By: Technology Advisor: Ted Greely Phone: 651.634.6140 or 800.847.3098 Email: tedg@marconet.com Web: www.marconet.com Document Number: SOW15964 © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 2 STATEMENT OF WORK ABOUT THIS STATEMENT OF WORK (SOW) This Statement of Work (SOW) outlines the products (if applicable), services, and deliverables that Marco will provide to Customer (hereafter referred to as “City of Lakeville”) for this project. In addition, this SOW outlines the roles and responsibilities of Marco and City of Lakeville during this review and the key dependencies upon which this SOW is based. The SOW is valid for 90 days. Marco will work closely with City of Lakeville on a consultative basis to optimize the success of the engagement. Any requested changes to this statement of work will be accommodated according to the change management process outlined below. CURRENT SITUATION Lakeville Police Department has an existing AV solution for signage in multiple locations and a single conference room space for the patrol conference room that needs updating. Marco has been asked to provide solution to update existing spaces/solutions. SOLUTION OVERVIEW Signage: Marco to utilize OFE (owner furnished equipment) Cat6 infrastructure to allow for information from five OFE sources to be displayed at anyone location. Each location has an existing Crestron keypad to control what is being displayed. At the headend Marco will replace the existing analog matrix with a new Crestron digital NVX encoders/decoders. There will be five OFE sources at headend that are existing sources that Marco will utilize for the solution. These sources must have a digital output. Marco is not responsible for the TRMS software solution and content displaying XX content. Marco to program new Crestron processor to allow for control over which source is shown based on existing keypad remote button selections. Additional charge will be required if button changes go beyond proposal pricing for buttons and programming. Digital signage monitor in the garage will be moved per engineering site visit. Patrol Conference Room: Marco will install a new 80” display and remove existing projection device along with cabling. Behind the display there will be a Crestron Airmedia, NVX decoder and control processor. A PC and laptop will be at the table. Control will be through a new Crestron wall keypad in the existing location. A switching device will be mounted under the table or at display location. All audio will be through the built speakers on the monitor. 9237 183rd St. Lakeville, MN 55044 DESCRIPTION OF SERVICES AND DELIVERABLES Outlined below is a complete description of all services that will be provided by Marco. Marco certified systems engineers will perform all work according to Marco guidelines. Field Engineer Team Deliverables Site contact and team leader/engineer o Provide all deliverables to complete project from a management perspective © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 3 STATEMENT OF WORK Training o Marco will perform training that will require customer sign off. Marco provides a 90-day labor warranty for system workmanship and programming related to the outlined Statement of Work tasks. Programming changes required due to customer adjustment of the system would not be covered. Product warranty is provided directly by the manufacturer. The Marco service warranty period will begin on the first day after cutover of new services. SCHEDULE OF PRODUCTS (IF APPLICABLE) Please refer to the below Schedule of Products. This only includes items that have been purchased through Marco and that will be installed by the Marco installation team upon arrival. See below “Payment Terms” for further information on the billing terms of product. Quote#23505 Version 1 Date issued: 9/18/18 Expiration Date: 11/30/2018 © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 4 STATEMENT OF WORK SERVICES ASSUMPTIONS, EXCLUSIONS AND NOTES Any additional travel not specified above will be outside of scope of this engagement and will result in a labor change order to the customer. Marco Audio and Video Implementation Standards (Unless Otherwise Specified) Marco Certified Technicians will perform all work according to Marco’s standard implementation standards unless otherwise specified upon customer request. Standards are outlined below (AFF = Above Finished Floor): • Displays are mounted such that the bottom bezel is 49-52” AFF • Video Conferencing cameras are mounted at 46-48” AFF – centered on the conference table • Wall-Plates are mounted at regular outlet (between 12”-16” AFF) • Control Touch Panels are cabled to and placed sitting on the center of the conference table with • Room controllers and cabling extenders are securely mounted either in the equipment rack, behind a display, or under a conference table • Ceiling enclosures (racks) and other plenum rated boxes are placed in the closest 2x2 tile to the primary displays where there is not an existing obstruction, such as HVAC, fire, etc. • All wall mounted keypads, button controllers, control touch panels, etc. will be mounted at a top height of 48” to comply with ADA requirements • Cable disconnect wall plates are not assumed as part of the project unless specified in the schedule of products Any deviations to the above should be stated here: _______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ I understand the services assumptions, exclusions and notes listed above: Customer Initials: _________ © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 5 STATEMENT OF WORK PAYMENT TERMS Payment terms are net 15 days from date of invoice. For orders over $25,000, we require twenty-five percent down at time of order. Products will be invoiced in full less any down payment at the time of initial delivery to any customer location and customer assumes complete ownership & liability of the product. Time and Material Professional Services will be billed as the work is performed on a monthly basis. When a Preferred Service Agreement is used for a time and material project, hours worked will be billed against the Agreement as the work is being performed on a daily basis. Fixed Bid Labor will be billed per the above Milestone Schedule. The fixed cost payment amount will be billed after completion and acceptance of each milestone deliverable on a Net 15 Invoice. The amounts listed in this schedule DO NOT include any applicable sales taxes and shipping costs. The final installment will only be billed once the entirety of the service engagement deliverables have been completed. Product/services changes or additions to the outlined engagement above will be billed upon delivery of the new product/services. I understand the payment terms listed above: Customer Initials: _________ © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 6 STATEMENT OF WORK CUSTOMER RESPONSIBILITIES AND MARCO ASSUMPTIONS General: Unless otherwise noted in the Scope of Work above, the following Customer Responsibilities and Project Assumptions are being made by Marco: • It is Lakeville Police Department has the responsibility to coordinate with third party contractors and the Marco Project Management staff for all items related to this project (see Subcontractor Requirements Worksheet Addendum 2.5A). • City of Lakeville will abide by the mutually agreed upon timeline for the project phases, install dates, and cutover dates. • City of Lakeville is responsible for meeting end user device requirements for client software or features included with this project. • City of Lakeville has support contract for any components not included by Marco but will be used during the implementation. • City of Lakeville Customer shall provide all listed functional OFE equipment. If equipment doesn’t match SOW or nonfunctional, a change order may be implemented. • City of Lakeville is responsible for existing equipment that has been removed, Marco will hand over to the customer to reuse or recycle. Facilities and Access: • If applicable, City of Lakeville will provide full access to all premises as needed by Marco to perform its responsibilities under this SOW. Any refusal of access shall relieve Marco of its performance obligations and the assessment schedule shall be revised to reflect the delay. City of Lakeville will also provide a suitable work area for Marco personnel. • When and where applicable, Marco will configure remote access to City of Lakeville’s network for post- installation remote support. Questions or concerns with Marco having this access should be communicated during the review of this SOW in order to discuss alternative methods of support. When remote access support is authorized, Marco will use this access whenever a support ticket is created. Marco will communicate with City of Lakeville prior to client network access for any non-support ticket remote access needs. • Cabling and Environment: • Unless specifically noted in the information above or the referenced Schedule of Products, Marco assumes City of Lakeville is responsible for all cabling required for this project – Including Electrical, low voltage, end user cables, etc. • City of Lakeville will provide proper cabling which is capable of carrying the traffic and any related technologies such as PoE that this project will require. • Any additional cabling or demark extensions not outlined in the above information will be handled with a change order. • City of Lakeville has clearly defined cable labeling in order to correctly know where to plug devices in. © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 7 STATEMENT OF WORK Electrical, Low-Voltage, and Conduit/Cable Raceway: • City of Lakeville is responsible for high voltage for all parts of this project. Marco will provide electrical requirements for AV equipment and work with electrical contractor on all specifications as needed • City of Lakeville is responsible for conduit. Conduit may be required for rack location, table and floor boxes. Marco will work with architect or client on locations and specifications prior to installation when possible. • City of Lakeville is responsible for all new Cat6 cabling to the digital signage monitors and conference rooms for this project. o Single Cat6 cable to each display o Two Cat6 cables to each conference room Millwork and Other Contractor Service Requirements: • All millwork and table cut in’s for cable cubbies is the responsibility of City of Lakeville or a customer supplied contractor, unless specified or subcontracted through Marco. • Marco will not be responsible for painting, taping, sheetrock, ceiling grid work, or any other structural changes/improvements or construction. • Below is a complete list of requirements that must be completed prior to the Marco implementation team arriving on-site Networking: • City of Lakeville shall complete the configuration of: o IP Address Assignments o VLAN Creation/Configuration o Network switch port configuration and assignments o Power of Ethernet (PoE) where needed o Project related DNS entries o LAN and WAN Quality of Service (QoS) o Cat 6 cabling to each signage display location • Marco will provide a worksheet (2.6A) outlining the requirements pertaining to the bullet points above (if applicable) NETWORKING REQUIREMENTS WORKSHEET Remote Support: • Marco recommends remote access to City of Lakeville’s network for post-installation remote support of networked audio/visual components and systems. Questions or concerns with Marco having this access should be communicated during the review of this SOW in order to discuss alternative methods of support. When remote access support is required, Marco can use this access when a support ticket is created for a quicker response time. Marco will communicate with City of Lakeville prior to client network access for authorization (see below for remote support options). © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 8 STATEMENT OF WORK • If required during project deployment, installation or commissioning, VPN Remote Access to the customer’s network shall be made available. If VPN access is unavailable and the only remote access is via an applications such as Citrix, VMware View, RDP, WebEx, etc. a change order for hours incurred will be required to accommodate additional delays. I understand the remote support options presented in Section 2.7. City of Lakeville will choose the following option: Not applicable (this project does not have networked components) Opt out (elect not to choose a remote support option at this time) RDP (City of Lakeville will provide a machine accessible to Marco and the audio/video VLAN) VPN (City of Lakeville will work with Marco to coordinate a VPN connection to the audio/video VLAN) Unforeseen Conditions: • City of Lakeville is responsible for changes due to conditions that are not apparent on the drawings for new construction or during presales walkthroughs for existing structures. This would include items such as the effects of the HVAC system or reflective surfaces for audio systems, electrical mechanical interference by equipment not supplied by Marco or non-standard construction practices. • Any unforeseen conditions will be provided to the customer by the Project Manager along with any additional costs to remedy the situation using our documented change management process. • The AV solutions we build for our clients are often highly complex and require a significant number of parts and equipment to complete. As part of this project, a Field Services Engineer will produce high-quality “line” drawings of the solution for validation of the included design and bill of materials. We have taken every possible precaution through the sales and sales engineering phases of this project to ensure all components are included in the bill of materials; however, if during the technical review of the solution, additional items (i.e., cables, modules, connectors, etc.) are deemed necessary for successful implementation, a change order with any additional fees will be created using our documented change management process. • Any on-site delays in project deployment due to an assumption not being met will result in a change order by Marco to cover any additional expenses, travel, time, products, etc. Customer Notes: Initials 1) ___________________________________________________ © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 9 STATEMENT OF WORK CHANGE MANAGEMENT Marco will review changes, to this engagement, that are requested by City of Lakeville. As part of this review, Marco will prepare a Change Order that documents the requested change and, if applicable, any impact on the implementation schedule and pricing. Marco will incorporate the change into the project schedule and scope of work upon receipt of the City of Lakeville signed Change Order. Changes requested can affect the implementation schedule and services price quoted. As a result, Marco will not implement any change without a Change Order authorized by City of Lakeville and accepted by Marco. Change and Addition Pricing Any changes or additions to this Statement of Work, requested by City of Lakeville, will be priced according to the prevailing rate or if requested by City of Lakeville, separately quoted before the change or addition is made. TERMS AND CONDITIONS This Statement of Work (SOW) is subject to the terms and conditions of the Marco Relationship Agreement executed by and between City of Lakeville and Marco. This Statement of Work (SOW) is subject to the following terms and conditions: Marco shall not be responsible for any delays that result from incomplete or inaccurate information supplied by City of Lakeville. Any work performed by Marco that is not listed in this scope of work or which is required to assist City of Lakeville with the completion of this project will be subject to the change management process described above. Marco shall not be responsible for any failure of equipment or network service resulting from any City of Lakeville supplied equipment. RETURNS Pre-authorization is required for all returns. If you are not satisfied with your purchase, please follow the guidelines below to request approval for a return. Product(s) must be returned to Marco within 15 calendar days of purchase date provided the following criteria are met: 1. Product(s) must be in resalable condition and not damaged. Product(s) must be complete and in manufacturer's original packaging, with no visible damage (i.e., rips, tears, compressions, holes or dents). All seals and packaging tape of manufacturers packaging must be unbroken. There must be no markings or writing on manufacturer's packaging. There must be no stickers, other than the shipping label, on manufacturer's packaging. Product(s) found not to be in resalable condition will be subject to a restocking fee and /or denial of credit. 2. Special or custom orders are non-returnable. 3. All returned product will be subject to a 20 % restocking fee. © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 10 STATEMENT OF WORK 4. Product(s) that have been installed will be individually reviewed and will be subject to restocking fee, a refusal of return, no credit for the installation and delivery charges, and/or added fees for pick up. 5. Please request your Marco RMA by one of the following: Website: www.marconet.com (online services) Email: returns@marconet.com Phone: 800.847.3098 (ask for Returns Department) I understand the Marco’s Product return policy and agree to the terms above: Customer Initials: _________ NOTICE TO PROCEED Execution of this Statement of Work (SOW) by City of Lakeville shall constitute notice to Marco to proceed with the project described in this SOW. NOTE: Scheduling action cannot be finalized until your concurrence with the SOW has been returned to this office. Any delay at this time can incur a delay in the installation of your programmed facility. Signed SOW – Please return All Pages to Marco via: Your Account Manager, EMAIL itportfoliomanagement@marconet.com , FAXED to 320.259.3087, 651.636.2855 or 800.847.3087, or MAILED to: IT Portfolio Management - Client Integration Services Marco 4510 Heatherwood Rd St. Cloud, MN 56301 ACCEPTANCE SIGNATURES (authorization of engagement deliverables) ______________________________________ City of Lakeville City Clerk Date Marco Technologies, LLC Date ______________________________________ City of Lakeville Mayor Date _____________________________ 12/12/2018 Nate Shuff Date Marco Consulting Systems Engineer © 2018 MARCO. ALL RIGHTS RESERVED. SOW15964 MARCONET.COM | 12 STATEMENT OF WORK NEXT STEPS Upon receipt of this notice and confirmation of purchase order receipt, Marco will initiate the following “next steps”: 1. Marco will order product approved by City of Lakeville , and ship directly to Lakeville Police Department location. 2. Marco AV Project management will contact City of Lakeville to introduce themselves and assign them a Marco point of contact. 3. Marco billing will make sure to bill project for FY18 as a complete project prior to December 31stas requested. ENGAGEMENT COMPLETION PROCESS Once all service deliverables detailed in the Services and Deliverables section above have been completed, Marco will consider the project complete and the customer will be notified of project closure along with necessary billing associated with said project.