HomeMy WebLinkAbout2025-152 AGRMT EPlus Technology, Inc. Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
€�x+ Fr*,N•r•io:63'. raa�rat �atur.nr.:aurriaena
HLAir Goods and Services Agreement
City Information Contractor Information
City0A4shland Firmwarne: ePlusTerhnolcgy aPlusTgchnd",inc.
Attn: Sabrina Cotta Contact Brien Bumeti
20 Eact Main SUeet Addrats: 13595 Dulles Technology❑
Ash larW,Oregon 07520 Herndon VA 20171
Phone: 541.552-2106 Phone:
Emaii: sabdna,uott@@ashland.vr.u;Email- brian.burnett@eplus.com
Contract Summary
PrecurarrbP&Method:Compalffive Sealed Proposals(RFP)
Compte gn Uale: 1 111 4120 2 5
Contract Amount $1,179,588-94 One million one hundred seventy nine thousand fiv
Desoription oh5etvioe6- DQCSIS 3-1 upgrade
Supporting Documents: VV9 Dated:116 2O25
Cost Proposal ❑nw:11f14)2025
RFP Response Dated:1 1 11 412 02 5
Qated:
This Goads and SeRrioe3 Agmiemenl(h"050$er'Agf"M$f+t")is entered Into by and bowteen the
City of,shlagiu.an Oivgon municipal corpomlior(hereinafter"City")and the Contractor hated under
Contractor Information above,;hearainaRer'Contracts),for the servkes listed under Description of
Servrces and the Supporting Documents as noted in the Centred Summary above
This Agreement and the Supporting Documents shag be oonshued to be ritulually ramp ime,tary and
supplementary wherever poomble. In the coon'or a conflict which can-iot Le sr resolved,the
provisions of nsis Agroamcnt itself shall control over any conflicainc provisions in any oNhe Supporting
Documents. In the event of cflnAict bBLYveen p(mislons of the Supporting Documents,11 uppnrkng
ppcumaMsehall he given nrecedence'.n the orderlirsted atmve.The Cvntaciors initials l waln
signify actmowtedgment and agreement to this pro risicm if applicable,or if no:sign'NIA'.
The goods and servicea denied Find daseribed in the Supparting D=nnems shal�hereirafter be
cotlechYely referred!o ea'VUprk."
Pap•1 qt$: aonds and&E vkC 5Agnae rfzbe-v sn he City�?Aze-Isnd x-d eP5-a Tech-.may
1/23/2026 City of • DOCSIS 3.1 Upgrade-156501OF
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
Goousgn Ertvetppr ln�07AS9E4F-e4'9F-423C4M7-M8 r113UA4
1. Term and Termination
1.1.Tenn,This Agreemert shall he effocair9 fravn the date of ExEmmt m on bohalf of 1ho City as
got forth below(the'Effartive DM)end shall continua in full forces and cf ccct unfl the
Completion Date indicated.in the CorllraCt Summer;•an page one of lhia Agr'60rnent unless
sooner12nmirlated as proovided in Subsecli4n 1.2-
f.1. Time is of the essence_Time is of the essence for Gontract❑rs perrgrmehoe of
each.and every oYigation and dAy render this Agreement. City, by written nplice to
Contractor of dafawl is i breach,may at any time terminate the whale or any pad of this
AgrE�ement;f Contractor fail to pravidc the Work Galled for by this Agreement 0111irl the
lime epecehed herein cr within any extension thereof.
1.2.Temnination
1,2.1. The Ci,v and Contractor may terminals trio Agrearnant ny mutual agreement at any
lime.
1.2.2. The City Tnay,upon not less th$n thirty(3a)days'prior wrhw notice,tarm:=a his
Agreerr,EMfm any reason deemed appropriate rrl its sula disr;Wtiprl.
1.2.3. Either party moy terminate llee Agreement,with oauae.by not ieas Man faurtccn(14)
days prior vitten notice if the cause 19 Put Cured wi'hin that fourteen(14)day period
aflw written ndsea. Such termination is in addition to and not in lieu of any other remedy
all law gr equity..
2, Compensation
2.1.City shall pay Cnntrattor the tjrr,.listed as the'ContraCl Amount'in the Contrae Summary
on page one of this Agreemeenr as prnvidea neieln as full compensation for Inc Work as
specified in the supporting dogurMirt4,
2.2. In no event shall Coptregtorg total of all prxnpenseldon end r�eimhuraoment under this
Agrccmcnt exceed the"Comae A numrif liated in the Carttrect Summary without axprsss,
written approval from the approprate Departmen Heed or City M2nager_ Cohtmotar
acknowledges that any wfk delivered, or expenses incurred without auth❑r'aation as
provided tlBmin is done al Contractor's own risk and as a volunteer without=xpeefl?tinn n`
cornpensati❑n or r NMhUrSemertt
3. CPnta6Ctn�°s❑hlic�ation�
3.1. Pcrformance. Provide&o goods or services as set rarth in the $upporung COGufnetlffi
attached hereto aril,by this reference.incorporated hu:ein.
2.2.Nondlsrxlmination. Contactor ag ee3 thol no person shall.on the grounds of ra0a,color,
religion.creed,sax.marital stahl4,fornil'al status ordgmasti;parinerahip_national origin,ago,
mental of physical disability,sexual o•ientation,nendar identity or WwGe of iwnw.suffer
discArnination In the performance of th's A•gTP_-.rnPnt when emplaye4 W Contract:r
Contractor agree:to comply With all applicable requirements o°liederaf and state civil right;
and rehabili,ation statutes. rules and regulations. Fuflher. Contractor agrees not co
dlacdminiam against a disadvantaged b:rsress enterprise,minority-cwrned business,vwoman-
owrred tiusi vs. a bus,nem that a service-disabled veteran mvn5 or an ennerg,ng smal'I
Page 2 oft,5cods and Sarviomft a md'x baMd'an the Cit.nl%ail d:ii a rinJ a ILJu,"e,h'Odcgi
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
tr L<4�r t'•.r14lt•r1 Ile;OTA51E.4�kfYiFz%:5::Hlli-Sli!'.fd?11:11'.PA
business enterprise certified under ORS 2M.055,in awarding subconliacts as required by
ORS 279A.110_
3.3.3ubicoehaetor Notfffcation.Iri all sol citaNcttw either by competitive biddirq or negoriation
made by Onntract]r lbrwbrk to be p2dOmed under a.subcorltrar-t,ircl,lrfing proCureroents of
nrte tala or IAatst of equipment,each P0tFnrj2I.qL1b--,oYft0tor orsuppliershall be netif ed by
t119 Coftt Xtoea oFthe Contras ces obligatiars underthis Agreement and Title,VI of the,Civil
Rigifits Ail of IW64 erd atherfedeml riuncisc-irrin.lion lawns.
3.4_Living Wage Requirements. If the amount of this Agreement is $27.163.013 or more.
Contractor is recurred to comply with Chapter 3.12 of the Ashland Muno,pal Code by paying
a living wage, as defined In that chapter,t4 all snuluyees performing Work under We
Agreement and to any Subcontractor who parfamns SY3% ar more of the'Jvark under this.
Agreement. Contractor is also required to post the notice aifeched hereto es 7xhaity4ft K
predarrtinantly ir,areas where i1 will be seen by all employees.
4. Contractor's Compliance with Tax Lewis
4.1.Contractor represents and warraAs to the City that:
4.1.1. Contract=shell, throughout the term of this Agreement. including any extensions
hereof,comply wlih:
• All tax laws of lh8$10%of Otoq,n,indudina but not limited tP 4RS 805.6E1ji and
oRS cNpwa$1e,317,944 315:
• Any tax proaislons imposed by a poflical subdivisian of the State of Oregon
appilrable to.C wdracbr,and
• Any nrles•regulations,charterprovislors,orordinancos that implement orenforce
arry of the foregoing tax la kr.or provision&
4.1.2_ Contractor further certifies that contractor is not in violation of any Oregon bete laws
reforenciad In OHS 305.380(4).
42.Tax Compliant& Braach.Contractors failure to comply with the tay'saws of the State of
Oregon and ail apal:canl>3 tax laws of any political subervlslon of the state of Crregon shoo
owtstiitufe a ma#g;al hreaQn of thiy Agreemnn#. Furthe-, arty violator of Contractor's
w6nar4,a5 set forth In this Arliple 9,shall ronstRute a mater-d breach of t`l:s Agreement,
Any material breach of this Agreemen`.sneJI entr0e the City to terminate this Agreement and
to seek damages and any other roliefavailab.e under this Agreement,at law,or in equity.
EL Insuranres,Contractor shall obtain and maintain during the"arm u'lli s Agreamentand until City's
Mal wtvip4aricn of al Work received hemunder,a policy or pa0cies of liability insurance Each
policy of such hisuranca shall be cn an."occurrenca"and not a"claims made farm,and shall
include.
5_1.Commercial general liability—Wth a oombined single limit.or the equivalent,cf rot less
than$2,000,000(two million dollars)per occurence,and S3.000.000 Mree million dollars}in
the aggregate fir Bodily Injury and Properly Damagc.
Page3 of 8: Goons and 8®nio•s Aiareranent beh+cn the Gry of Aah did ar y cPl.s TuJhnolepy
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
llr—p k--InFc lu:aiA'itlh0.-::wF�2'9G Be37-�57dB6T978&M
52.Commercial Automobile Liability-with a Wrrbined!1"se milt,or the equivalent of not
iris man$2,00a,1100 ttwc million d9EWU)for each eucident for @odlly Injury and Property
Damage,including coverage for owned,hired and non-ovned vehicles.
5.3.Additional fauna: (See Atlached)
5.4.Worker's C4mpensatgn. Contactor Shall, at its own crponsc, maintain VVorkel's
Compensvtion Insurance in compliance with ORS646.017,which requires subject employers
to provide worlom'compensation ceyeraga for all of Its subject wurrkers_As evidence of#
insurance required by this Agrccmcnt.the Gonlradnr shall furnish an acceprliaM insurance
eerbflcate prior to a=rnmancing any VV--Fk with limits not leas than$$03,01)0,
5.4.1. Workers'Comacrtsaton Excmotion::f applicable.GonVactoratfinrls and oerfiftlesthat
,t is exempt from providing UVorkers'Gompersaton per ORS 655.027.
Exemption criteria: CI A rr I.li hrrr to yr l nr Iv>7.
Contractor in.tiais If wa-,nrt, DaW,
6_ Additlnnat fitsLredlC$ItfiGatas df 1r55Urante. 1110 Cdnlra(ibr Shall name ire City of Ashland,
Urogbn,aWo wMh It9.alaciad❑Taials,affioem. end employees,as Axjdeignal In9ureda 4n all
insurance poficies(wwludinr Protwonal Liability and Workers Com.pensabon)nccossary for
this Agnm. lent This incl:lsion applles.Solelytofhe services provided by he Contractor under this
Agreement. The Ccntrzactoea insurance must be primary and nor-contributory. Before
commencing work,The Contractor must provide aoacptabtc insurance certificates as proof of the
required coverage. These cartficatas must specify all parties.included as additional Insuritda,
treating each named and addi'.iona' named insured as is they were severed under separate
polcies,without increasing palic'y 3mits.Insuring companies or enfties must t e accepted try the
City.Upon request.the Contractor mull provide complete copies of insuralncs p,3kies sod•rust
a.g-eer ants tote City.Additionally,tie Gontractormust prmvidean endorsement naming tho City,
Its cfficx:rs.empi fyees,and agan�s air addticnal insurods by the Effective LAataaf thls Agreemgm,
accompanied by approved osftlficat®(s)of insurance.
1. Inaemnity_ nmacV shall defend,save,had harmless and indomnrf no Cily acrid ft ofT�efS,
rrriplbyba5 and.alg9nft from a_qd against any and all glsirrs, suite.,artixiR.ipswpu,damages,
liabilities, posts, and expenses of any nature rPSu Ring frorn,vidwg out of, or - 'to the
acfi rilia9 gtoonteofor or iFs officers,empipyea9,confrarppr%or agents urder this AgreerrlenL
8, Notice
Vahenever notice is required or permitted to be given under th s Agreomcnt such.notice shall ba
given in writing to the other party by personal delivery,by sending via a reputable cornmercial
ov+arnighl uuuriili. or by mail.rg usi:ig registered or certilied United Sieges mail,return receipt
requested.postage prepaid..to the addresses set forth above with a Copy to:
0LyofAsh land-Leya Department
20 E.Main Street
Ashland,Dregm$752f?
Phone:(541y4813-5350
Page 4 of& Goods and 5arvicea Ag�snl betxaen the City of Ashlard ern,ePlua Technology
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
nDx.7OegfflW a ID:P7P6EE4F-M9F-423GBE37,ML 1119M
Q. Remedies
9,1.In tho overt Contractor Is in default ai this AgreemanY,yrty may,a:i aoprljon.pursue ary or
all of she remedies avallatla to It under this Acireement and at iaW 31`in equity,including.but
not limited to,
9_1_1. Tanwilnetionof this Agreern nt
9_t.2. VAhholding ell Monies dire fgr the'JNorxtha'Contractor has failed to delver within any
scheduled oornptetioli dates or any Nark that have been delivered narlequntmy or
defectively.
9.1.1 Inf6ati®n of an action or proceeding for damages..&pad&pe r&Fn ,or da.arafory
or rnjuncbve relief.
9.1.4. These remedies are cumurattve to the extent tho remadlaa are not inconsistent,and
Ctly may pursueany remedy or romodics singly,n1lorlIVAly,atiaaessrvely df in8mysfder
whatsoa+rar.
9.2.Default: The Contra=shall tie in do'autt of this Agreement if Contractw. commts airy
malarial breach or ddfaurt of any covenant warmlyr,rwdicaOtgr.oT gbdgation underthQ
?or6Mlhrnt;inatitlhtes an action for relief in trankruptgy Or has instituted agalnst a an action
for insolvency;snakes a general assijnirent for the berhefd of credilum;ur ceases da"
business on a regular basis of the type ice-ri5ed in its obNaCors under thti Acreernerit;OF.
withoutwritten autho,¢atim by the Cry,artrmpts to aDaign tights in.or delou"duties
under.this.4 reFirl.aw.
9.3.Liability Lirnitatfom In no overt shall City be liable to Controutxfw any erpen%eu related to
tomiination of this Agreement or Far anticipatad pm%.If oiWIOG3 arndunts paidto Contractor
exwod tie amuu.nr doe,Contiactor shall pay immediately any ex;ess to City upon vettion
dehidnd froviced. Yo Uwe extent pearl ed tyy lvw,Corrbaetgr'-3;otat liability arising out of or
r=_tating to'his Agreeri ant,whether in conftetortud,orotherwise shall nataxcaedfdve rrtllllgn
($5..NODC0)dolly s. This limitation does not apply to liability t°iat cannot be limited under
law.
id.Geneul Pmvisions
10.1. Hon-exclaMve Agrearhant. City is riot obligated to procure any SpacilQ a-rivunt of Work
from Contractor a-lid is Free to protons similar types g-go-d3 and services from Omer
Conijwots in its sole discretion.
102_ lldependent Contradtor status_ C❑ribmPlar is an indapenden:cortractor and not an
arnpPpyaa dr agent o-f the City for any purpose.
1t7-3. Statutory Requirements. The following lavers of the State of Oregon are hereby
incorporated by reference inlo this Agreement ORS 2799220.2798=and 2798.235
10A. Assignment,Contractor%hall not rasstgn thls.Agreement or subcontract any porlton O the
V A to be proulded hereunder rvffhohA Via prior written consent of the City, ,any attem..pted
asslgrvrient or subcontrect without written eoneent of the City shall be void. Contractor shall
be fully responsible for the acts or omiesisns of any assigns or subcor tradtors and of all
Pags 5❑F@: Gands arid Servi❑sa.Agraemant between tha C ly hif Anlikird ad aPkm Ta[hnobU
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
D—sgn En*k"M:as g516+n-0•oF�2at-A z-szsasrtrasan
persons employed by them,and;tie approvaP by the City of any assignment or subconir4o
shall not agate arty m-tras ual relation betoeen the assignee ur sut,=tracttar ar.d t'ne City.
10.5. Force falajeure_ Nefllhar party tv this Agreement shall hckl the other responsible for
damages crdelay in Performancecausec by acts 0f God,strikes,ackcuis,accide-rts,orcther
events heygnd the control of`he other o'the.si.her's of e",srtipioyees or age-ts.
10_1 Deliveries F_o_B destination.Contraclorshau pay all tranapoitat on and handling charges
for the Goads.Contractor is responsible Arid liable for loss gr damage until feral inspectm
and aaceptanco of the Goads by the city. Contracthr renwrm liable for;atenI.defs--ts,f aud.
and warrants.
10.7. Goads Refectlon.The City-nay reject nonconforming Goads and require Contactor to
oarrea them without;oharge or deliver them at a reduced price,as negotiated if Cont actor
dyes ngt wre any defout5 within a rww iaGlr<time,the Cltymry Aectthe Goods and ca nee I
this Agmemernt-n whole or in part.This paragraph does not affect or IlrnK the City's rights.
including its rights under the Uniform Corrimm-°ial Code.ORS Chapter 72 I:JCC}. '"he City
must notify COntrac'.or of any nor.-ocntcrming goods within 10 business days of delivery,or it
shalt be deerned to'lave accapled he good&
10.& Goods Warranty Rcpr scntahon,Contractor represents and warrants that the Goads are
r heav, current„and fully werran'ed by the manufacturer. Detiverrd GOOdS will Comp%y wide
Sjppgrting Uooumorrt8 and be free from detects in Labor, material and manufacture.
Contactor shaP transfer all warranties to the City. The Parties acknovdaugo that the Gonads
provided under this Agreement are accompanied by the app.icable manufacture warrarrty.
Contractor will pass through tc the Cdy any tansferatle manufacturer warranties to the City
and Will.reas0naby assist A submAtng warranty claims-f requested. Except far tha pass
thnaugh of applicanle manufacturer warranties, Contractor doas not prmride independent
warrarties of Goods and any direct productwarrantes are Nearby disclaimed.
1 P.9. Services Warranty Representafion. Contractor warrants that any Se vices performed
under this Agreement,,A'l be provided fn a Professional and workmanlike manner and:n
accordance with generally aocepied rndustry standards. IF the City notifies Contractor of a
r-ratenal deficiency in the ueroicesvrrth:n thing(30)days of delivery.Contractor will rc-perform
the hrnpach d Sepomas of no additional charge.
10.14.Waiver of Breach.One or mane wavers or failures to Object by eilY.er party`.o the 0fhe.s.
breach a:any provision,terra,r radon,or cavenani cnntained in this Agreement shall not
bo a:hnslruE[7 as a YeAkaer of any substquent breach,whomor or n5t❑tt�a same nature.
10.11.Jurisdiction.This Agreement shall be governed by the laws of th=state of Oreg Dri without
regard to coriflPct of laws prnciples. Exclusive venue for tidgation of any action arising under
this Agreement shall be in tie Circuit Court of the state of Oregon for Jackson County unless
exdus?ve judseekn ie,in fede al court,In whicn case exclusive venue shall be in the federal
dlsirlct Bart for the c1 sircl cf Oregon. Each party axpre"viaives any and all tights to
rrisintain an oplJori under t7i3 Agreement:t any othor venue,and expro*ely{#assents that,
upon motion of the other party.any case may he drsmissed or ifs venue transFarred,as
appropriate,so as to effectuate this choice of venuo.
Pegs 5of 8-11 r and 3ervlcae Agreement behAaen are City orAeblwd and ePlta Techw*3gy
1/23/2026 City of • DOCSIS 3.1 Upgrade-1565016 OF
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
t..W ErrWx ID:07AME4F-MF-4Zr B9-WHW1.34M
io-i .Sevemnce- If any proAsionoflhlsAgrxmentis found byavuurtOfcumpetEnlxZiadiViion
to he unenforceable, such provann shag not affect the other provisions, taut such
unenfvrmahte pnovisinn shall be amawd modified to tie extent necessary to render it
erroar bw,prwArviingtn tnsh:Ildsteyrtent permitted the inbantcf Contractor and thrf iC4 sst
fo.th in this AtgreemenL
11,Merger. This agreement and the attached wdribits i=kVdiI)Lrte 115r3 entirs andarstarrding and
agrourbent betwoeen the p6rfie3. No waiver,comsat modlttcalim or change of terms of this
agreement shall bind either party unless n writing and signed by troth parties Such waiver,
con k mod1kcatim or change„if made,snap be effective only in the specific instance and for
the specific purpose given.There era ne understandings,agreements,or reprweentatiwu,Qwl or
written,not specified hBreLa mgwdmg this agreement- Contractor.by sionalura❑f its authorized
rernasenlatrM,111"by acknarwledgeS that Im1§he has read this agreement,uridwstands d,and
agrees to be bound by its IPsms and ccrrdrhon5.
wrTNESs wHr=REDF,the parties have executed ibis A.grearnent in their respwtive rtarlfe3 try their
duty authored represenla ms as of the dates Indicated below.This Agrees^t muv be twPautad in
tw Counterparts,each of Which shall to deemed an ryriginol,with equal f❑mce and effad as if executed
in a sirlgW docurnenL
ePtl Tachrology,.inu
CITY OF ASHLI ND: ePlus Tach[foingy(CONTRACTOR:
Wl—
Ely:
Slgnature
Sabring C 1ta Signature
Clon McLarqher,
Pdrrted Namo
i Priniej h<amr
oato --�
Tale
1Tns=5
Bate
Purchase Osier No. _._. . ..
W g Is rn be subrnttedwith this signed AgreeemerrO
►1 PPROVEo AS TO FORM:
City Ativrpey
P89e79I6. CARdy and Sens;es Agieerrere between Sirs C2ty d Asnrann am ePlue TadrrdoW .
1/23/2026 City of • DOCSIS 3.1 Upgrade-156501OF
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
nand,En.+sI:K HID:97A58E4F-MF-42r--lBW—S la7ll3fi.a
EAlbit A
City of Ashland
LIVING
-- AGE
CiiSi:id per hour,ofiociiw dune 3-0,2A25_
The Living Wage Is w4u9ted a+lrcualfy every
rt" June 30 by the Ca�mner Price luda .
a 4r*d m parka of tv 431K and FA afigilg
im r of fi r a pirwr if cadeia plan (ram
�1!IP11711t MII 011111IR atlo .j barmHEN is the
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. ?aIa111iM17 kffi ft Note
rnelad tiirirs Br} Fmkrprranxd�#-
ta CftolAml"dav $V,1ii. fine w;lm1 m, bw Lmg
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Far additional info�atjonz
Call the khrtdUU I g&9 ffi5t1488- Q2orsrkDaneC4y1ddrlp.
City F�11,29-Eas1 Hain SB�e[kstiand.,O��'i5'A(F,�t�1'61!�}'6 WFbSie3�I'wera�shlaednr ua
Nolim to Employers:lies m5• mA be pusx d A SM rlriYM 7 CM be'selrt by A- erlp Yw-
'� y�STT OF
L�-HLAND
Page 8 of&i400da and Senrioas A¢eenrm t halves-tM City afAshlard and aFlus emmduEly
1/23/2026 City of • DOCSIS 3.1 Upgrade-1565018 OF 24
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
Proposal Prepared For
+ e+Technology Inc Cityof Ashland
❑idles TeoMxdmgy Proposal H
Drryle arr
®� DOCSIS 3.1 Upgrade.
Herndon.VA 20171-3413 Account Manager
Tel+1 88d-492-1122
Fax+1 703-9B4-660D Brian Burnett
tech imeolus.r orn Sales Engineer
Nate C�rwan
11114r2M
Design and As-Built of Hodes Being Upgraded
Labor Tota! S 39 617w
Remote PH'y Devices
BON Line Items DO through 015
Material $261 513.06
Installation S 39359.92
Total $ 300,07.1.78
Kni-Bridgers and Line Extenders
BaM Line Inns 029 through 032
Material $11 2U8.50
InsUllabm $ 353104.47
Total # 465,312.97
sweeping and Balancing the Upgraded Hodes including
cu
Labor Total $ 350 717.61
Cost 13 x nts andlor Savings
ROM Line Item 039
Material (528-975.38
Total $ 28 975.38
Spares
BOMLineltems016thm h020
Material Total S 15?56.27
Annual Costs
DOM Line hens 033 through 035
Mlatenal $25 476.11
Total $ 25476.11
Frei ht
BOM Line Items 039 through 037
Frei h: $ 3416.58
Total S 3416.58
Grand Total S 1,179,5M94
1/23/2026 City of • DOCSIS 3.1 Upgrade-1565019 OF
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
Where Technology
Means MoreO
Statement of Work
City of Ashland
AFN-Harmonic-Services
SOW#City of Ashland-AFN DOCSIS 3.1 Upgrade-156501
1/23/2026
Chad Sobotka
90 N. Mountain Avenue,
Ashland, Oregon 97520
(541) 552-2402
chad@ashlandfiber.net
ePlus • • -
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
1.0 INTRODUCTION
This Agreement and Statement of Work(this"Agreement"or"SOW") is made January 23rd, 2026("Effective Date")
by and between City of Ashland ("Customer")and ePlus Technology, inc. ("ePlus") (each of ePlus and Customer a
"Party"and together the"Parties"). This SOW is made pursuant to the Goods and Services Agreement dated
November 25,2025 between the Parties.
1.1 EXECUTIVE SUMMARY OF THE SERVICES
Customer has engaged ePlus for the upgrade of their DOCSIS 3.1 system.This upgrade will include the design of
the OSP for the move to a high split(5-204 MHz) return.This will include the installation of Remote PHY nodes,
active module swaps, and tap and passive faceplate changes.This project also includes project management,
Cumulative Leakage Index(CLI)testing,sweep,and Time Domain Reflectometry(TDR)services.
Utilizing the current system maps,the design will be examined for any changes required such as tap values,
additional cable for any new potential back feeds,inline EQ removal, powering requirements, and potential active
location moves needed.
1.2 DEFINITIONS
Deliverable: A measurable indication of progress within a given phase, documentation in hard copy or electronic
form such as analyses, reports, manuals,test results, or any other items as set forth in section 2.2.
Milestone:A specific goal,objective,or event pertaining to services described in this SOW.
Normal Business Hours: The hours of Monday through Friday 8:00 a.m. to 5:00 p.m. local time, excluding any
federal and ePlus observed holidays. A list of ePlus observed holidays will be provided upon request.
Products:Third-party hardware and/or software products are sold separately and are not deliverables.
1 • •
2.1 SERVICES
The Services that ePlus and/or its subcontractor shall provide will include:
Protect Management
For this project,there will be a management team in place to handle aspects of the upgrade.The project lead will
be on site managing the teams doing the upgrade and sweep.This lead will work with Customer on schedules,
outages,and material needs along with providing updates to the overall team. A Project Manager will coordinate
teams within ePlus and Harmonic to cut over nodes onto the Harmonic cOS system.The management team will
work to provide as-built and sweep information once upgrades and node cutovers are complete.
Standard Project Management is utilized when the management requirements for a project of mid to high
complexity.The expectation is that the Project Manager will be working on tasks which may include meeting
planning, resource scheduling,equipment confirmation,and issue tracking,within a project workbook.The Project
Manager will also be responsible for project closeout and satisfaction surveys.
DOCSIS Configuration:
A Distributed Access Architecture Switch (DAAS)will be added to the existing cOS installation for the purpose of
supporting twenty(20) new Harmonic Ripple+nodes with Pebble-1 RPD.This section describes the services related
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City of Ashland
to these items.Once integrated into the existing cOS vCMTS the DOCSIS configuration will be verified.This will
include packages that mirror the existing packages to support the existing modems along with updated packages
to work with the return high split upgrade to offer additional upstream speeds as new modems are deployed.
As the plant upgrade proceeds,the legacy nodes will be disconnected with the new Ripple+ nodes being installed.
The Ripple+ nodes will connect to the cOS DAAS during a cutover.This will proceed on a schedule agreed upon
with Customer and is anticipated to happen one by one as the plant upgrade proceeds.
If new technologies such as Viavi sweep and plant maintenance items are purchased,these items will be
accommodated in the DOCSIS channel plans and cOS configuration.The purchase and setup of these items will be
separate from this scope.
Services
• Engineering and design related to the cOS configuration changes
• Logical integration/configuration
• Certification and testing
• Harmonic TAC handover
• Checklist proposal
• MOP generation
• Go/no go meeting
• Pebble configuration cOS Core
• Validations,tests,and troubleshooting
• RPD into production or rollback
• Cutover execution
Customer Responsibilities
• Questionnaire—Network info assistance
• Grant network access and information
• Physical installation and wiring
• Miscellaneous installation materials
All site adequations,space, power requirements on site(AC/DC to the rack),and logic resources, IP
scopes, PTP,VPN, Internet access to the LinkServerv2,etc.
• The equipment locations assigned by Customer must be in line with the length of the cables between cOS
Servers, CREs, LinkServerv2,and any Customer equipment.
• Provide all AC and/or DC power requirements on site according to the power requirement summary per
site shared with Customer
• Companionship on certification and testing
• DHCP server
• DHCP/ToD for RPDs
• DNS
• NTP server
• HTTP/TFTP server
• Internet access for Link ServerV2
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• Provide a good PTP signal from the provided or existing PTPs. Good condition PTP signal has phase offset
under 1ms- PDV under 1ms routing—asymmetry, if any, under 1ms.
• Purchase associated equipment(cOS Servers, CREs, LinkServerv2s)and cables necessary for the
deployment
• There must be a specific order of site implementation/integration.This order will be defined and stated in
the project plan agreed upon by the parties.
• Companionship during the cutover/decision support
• Checklist approval
• MOP approval
Deliverables
• Integrated cOS Platform to the Customer network
• Certified cOS Platform to the Customer network
• Certification/ATP completed report
• Cutover report
Design Services
The intention of this section is to provide Customer with HFC upgrade design services.There are an estimated
seventy-five(75)miles and twenty(20) nodes.
ePlus intends to use the existing PDF files provided by AFN and apply load and design software tools to enable red
line edits and convert that data into an electronic"design of record".
The plant may need to be reconfigured to accommodate amp spacing changes and or line equalizer changes.
ePlus will complete one(1)test design and request approval from Customer to continue design of the other
nineteen (19) nodes.Specs are understood to be created by ePlus and changes in specification after approval by
Customer would require additional billing per hour redesigned.
Project Description
• Coax design for Customer
Project Schedule
• ePlus will develop a schedule based on individual mileage of the project and specific needs required.
• ePlus will provide regular updates about the project as it progresses through applicable phases.
Location(s)and Software
• City of Ashland/PDFs/lode data
RF Design Drafting
• Standards
o Coax drafting of lode data design changes will be done on and delivered in PDF format supplied
by Customer.
o Coax design standards will be maintained from the example of documents provided.
7
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City of Ashland
RF Design DOCSIS 3.1204 Return Upgrade
• Equipment used to develop specifications
0 Nodes, actives,taps,and passives will be specified and approved by Customer
■ Must be compatible with existing housing(CommScope MB870 and BLE870) and
support high split
• Actives
o Modules to be replaced
o Mini Bridger and line extender plug-in pads and EQs, determined by lode data
• Taps
o Crossover allowance to be determined by Customer
o Tilt on taps allowance to be determined by Customer
o Hot taps will be maintained in design
o Specs and tap levels will be pre-determined and approved by Customer
■ 204 MHz high-split specs
• Passives
0 May need to be replaced in design
• Cables
0 New cable will only be used in situations to replace bad cable per Customer guidelines
• Power supplies
o Supplies will not be upgraded in design
o If needed,ePlus will get approval from Customer to upgrade supplies.
Naming Standards
• Naming
o The naming standards provided by Customer will be used for equipment naming.
o Nodes
■ Using Customer's standard for node naming
o Power supplies
■ Using and maintaining the supplies numeric number
o Active
■ Using Customer's standards
o Cables
■ Using Customer's standards
o Splice,coupler,terminator,and taps
■ Using Customer's standards
Deliverables
• PDF design prints
o To be created as a pdf file
o ePlus will use standard construction comments on design.
■ Ex. Move Active,Add Active, Remove Active, Remove EQ, New Splitter, New DC, Swap
LE with AMP, Power Only No RF,Abandon Cable, Upgrade Node,Tap Faceplate Change
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Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
• BOM
o BOM will be generated via lode data
o Deliverables will be provided to Customer in electronic format through their own preferred
method
HFC Upgrade Services
• Upgrade project management, coordination of crews with daily planning
o A project schedule will be provided before the beginning of the project with estimated
completion dates for each node
o Weekly meetings will be held to discuss progress and other updates and concerns
o Provide daily communication before work begins and then again after work is completed for the
day to verify subscribers are back online and functioning as intended
• Technical project management with daily planning
• Node installation and enhancement
o Coax only,fiber to be completed by Customer
o Node installation to be completed between 6:00 a.m.-5:00 p.m.
• Coax plant upgrade including the following:
o Change internal components in active locations or re-splice locations to match design
specifications/configuration
■ Line extenders
■ Amplifiers
o Face plate or re-splice passive devices to match design specifications
■ Taps
■ Splitters/DCs
■ Power Inserters
■ In-Line Equalizers
o Install Straight Splices where ePlus is moving amps or needs to extend cable
o Forward and Return Balance of Actives to within+/-2 dB of designed output levels,activation
and setup of AGC/ADU
o Check end of line taps to verify signal strength and quality of services
o Coax upgrade activities to take place between 6:00 a.m.-5:00 p.m.
Sweep Services
• Project engineer provided,coordination of crews with daily planning
o A project schedule will be provided before the beginning of the project with estimated
completion dates for each node
o Weekly meetings will be held to discuss progress and other updates and concerns
o Provide daily communication before work begins and then again after work is completed for the
day to verify subscribers are back online and functioning as intended
• Technical project management with daily planning
o If XPERTrak is installed:
■ Sweepless forward sweep and return sweep of actives
■ Forward spec based on N over 2+2 min/max(first in cascade 2.5, 2nd 3.0, 3rd 3.5)
■ Return spec will be<4 dB min/max
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■ End of line readings and sweep results
o If XPERTrak is not installed:
■ Sweepless forward sweep and return alignment of actives
■ Forward spec based on N over 2+2 min/max(first in cascade 2.5, 2nd 3.0, 3rd 3.5)
■ End of line readings and sweep results
• Sweep services to take place between the hours of 6:00 a.m.-5:00 p.m.
2.2 DELIVERABLES
ePlus will provide Services only,and no Deliverables will be provided except as follows:
Document Deliverables
ePlus will provide Customer with the following deliverables:
• Weekly construction packets for existing and new node areas for construction crews as needed
o Crew updates
o Areas of additional construction due to preliminary design review(PDR) reports
• Daily MOP for work completed by coaxial technicians
• Weekly progress reports and schedule updates
• Redline maps for completed nodes
o Hand drawn redlines with field changes
• Technical documentation
o Node setup data
o Sweep documentation on completed nodes
■ If XPERTrak is installed:
• Node locations
o Output channel check
o Raw/unreferenced forward sweep
o Referenced forward sweep
o Raw/unreferenced reverse sweep
o Referenced reverse sweep
o Picture of modules
o Light level
o AC/DC voltage readings
o Pad and EQ values
• Active locations
o Input channel check
o Output channel check
o Referenced reverse sweep
o Referenced forward sweep
o Picture of modules
o AC/DC voltage readings
o Pad and EQ values
• End of lines
o Output channel check
o Referenced reverse sweep
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
0 Referenced forward sweep
■ If XPERTrak is not installed:
• Node locations
o Output channel check
o Raw/unreferenced forward sweep
o Referenced forward sweep
o DOCSIS check(for return alignment verification)
o Picture of modules
o Light level
o AC/DC voltage readings
o Pad and EQ values
• Active locations
o Input channel check
o Output channel check
o Referenced forward sweep
o DOCSIS check(for return alignment verification)
o Picture of modules
o AC/DC voltage readings
o Pad and EQ values
• End of lines
o Output channel check
o Referenced forward sweep
o DOCSIS check
o CLI Ride out documentation
■ Identify and document leaks over 20 uV/m at 10 feet
• Repair if/when able and provide updated leakage value
• Track leakage down to the ground block and provide findings per location
0 If unable to repair, leak notes will be provided
o Documentation of leakage will be provided per node
Notwithstanding anything to the contrary set forth herein: (i) ePlus shall have the right to retain a copy of any
work product of its personnel for its records; (ii) as part of ePlus' provision of the Services,ePlus may utilize
proprietary works of authorship that have not been created specifically for Customer, including without
limitation computer programs, methodologies,designs,tools, and documentation, as well as intellectual
property rights, ideas,concepts, know-how,or data, and any derivatives thereof,which have been originated,
developed or purchased by ePlus or its affiliate, subcontractors or suppliers("ePlus Information");and (iii)ePlus
Information and ePlus' administrative communications and records relating to the Services shall remain the sole
and exclusive property of ePlus.
2.3 PLACE OF PERFORMANCE
Unless otherwise specified elsewhere in this SOW,all on-site Services will be performed at Customer's facilities
located at the following location(s) ("Customer Site"):
• 90 N Mountain Ave.,Ashland,OR 97520
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e + STATEMENT OF WORK
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3.0 CUSTOMER RESPONSIBILITIES
3.1 GENERAL RESPONSIBILITIES
During the course of this project,ePlus will require the support of Customer staff and computing resources. If the
required Customer resources cannot be made available,the scope of the Services, estimated schedule(see section
5.1),or both may be affected. Customer agrees to provide the following:
• A work area suitable for the tasks to be performed and any required software or documentation.
• If Customer directly procures any hardware or software required for this project,Customer agrees to
provide the hardware, software, and any accompanying support documentation or instructions.
• Ensure sufficient rack space, power,electric,cooling,etc.for new hardware is in place prior to
implementation
0 Note:The Customer is responsible for moving existing equipment within a rack to make
sufficient space for new hardware. ePlus resources are not responsible for moving existing
equipment during the physical installation of new hardware.
• Customer is responsible for the removal and disposal of hardware being replaced as part of this project.
• Provide location for disposal of packing materials.ePlus will dispose of debris(cardboard, plastic,wood
skids, Styrofoam,and other miscellaneous packing materials) in customer-supplied dumpster
• Customer will provide patch cables related to project unless otherwise specified in this SOW.
• A secure storage location for all equipment delivered to the Customer Site until the scheduled ePlus
installation date, if applicable.
• Contact personnel to escort the ePlus resource(s)through the Customer Site.
• Access to the Customer Site during the work hours required for this project.
• Current network topology
• Electrical power outlets to support requirements of the installed network equipment
• Provide a single technical point of contact,who is familiar with the IT environment and requirements,to
work with ePlus engineering resource(s)throughout the project and act as a liaison between the
Customer's staff.
• Provide requested network diagrams/information to ePlus within two(2)days of the initial request.
• Customer will provide remote VPN user access to Customer's equipment as ePlus engineering requires to
complete the network design and deployment plans. SSH direct access or jumpbox SSH access to the
management network is preferred to be 24/7.A normal work week of 8:00 a.m.-5:00 p.m., Monday
through Friday is required for SSH VPN remote access. If access is denied the project schedule may be
impacted and change orders may be requested.
3.2 PROJECT SPECIFIC CUSTOMER RESPONSIBILITIES
• Supply editable maps of upgrade area
• Splice new node pigtails
0 Provide dark fibers for new node pigtails
• Supply OSP upgrade materials
• Supply any additional actives,taps,passives, and inline EQs that are required during upgrade
• Supply all mini-bridger and line extender internals including quantities needed during upgrade
• Provide one(1)field tech to assist with field work
• Noise mitigation from the tap to the modem
• Notifications of outages
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3.3 SYSTEM RESPONSIBILITIES
• Customer is responsible for providing all software and associated licenses.
• Unless otherwise agreed by the Parties,Customer shall respond within two(2) business days of ePlus'
request for documentation or information needed for the project.
• Customer shall ensure that contracts with its own vendors and third parties are fully executed and enable
Customer's business requirements to be met in full. Customer shall be responsible for all payments to,
and the performance of, all non-ePlus entities assigned to,or working on this project.
• ePlus will not be responsible for data loss. Backups should be performed prior to work starting. All data is
the responsibility of the Customer.
• Should a manufacturer provide Customer with specialized or custom software unique to Customer,ePlus
will not be responsible for any delays or failures to perform related to use of such software.
• ePlus shall not be responsible for support and maintenance of products.
• Unless otherwise specified in this SOW,ePlus shall not be responsible for any customization of,or labor to
install software(except operating systems or firmware pre-installed by the manufacturer).
• Services do not include resolution of software or hardware problems resulting from third party equipment
or services or problems beyond ePlus'control.
• Services exclude any hardware upgrade required to run new or updated software.
4.1 GENERAL ASSUMPTIONS
The following assumptions were made to create this SOW. Should any of these assumptions prove to be incorrect
or incomplete then ePlus may modify the price,scope of work, or Milestones pursuant to the Change Management
Procedure set forth herein.ePlus assumes:
• Where applicable, Customer's Site shall be ready prior to the date scheduled for ePlus to perform the
Services. Costs associated with Customer's inability to(1)make the Customer Site ready or(2)meet any
of the other responsibilities specified in this SOW shall be billed at ePlus'then-current time and materials
rates plus travel and other related expenses. Any additional costs incurred by Customer as a result of
delays shall be the sole responsibility of the Customer.
• This SOW defines exclusively the scope of the Services. This SOW shall not apply to any purchase, support
or maintenance of products,which are purchased separately.
• In the event ePlus is required to provide third party materials under this SOW(i.e.cables, racks,etc.),
Customer shall be responsible for any costs, maintenance, and/or warranty obligations therein.
• Acceptance tests conducted in respect of the Services shall apply only to such Services and shall not
constitute acceptance or rejection of any Product purchased or licensed separately by Customer.
• The schedule shall be extended up to thirty(30)days for any personnel change requests made by Customer.
• Customer acknowledges that at any time during the project, if progress is stalled, by no fault of ePlus,for
more than twenty(20)contiguous business days, ePlus reserves the right to issue a Milestone Completion
Certificate for work that has been completed.
• If Services include any assessments of Customer's network,systems,or security protocols, Customer
understands that no guaranty is made by ePlus or its subcontractors that such assessments will detect all
security weaknesses, potential security problems,vulnerabilities, or potential breaches. ePlus does not
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guarantee that recommendations or actions undertaken pursuant to this SOW will completely address all
issues identified or not identified.
0 If an ePlus Subcontractor is used to perform the security assessment/audit services,the data will
be shared with ePlus for gap analysis and recommendation purposes.
• If Services include the implementation of any system dealing with Emergency 911(E911) Services,
including but not limited to phone systems,the Customer is responsible for ensuring its 911 dialing is
compliant with all applicable laws,including but not limited to "Kari's Law" and the"Ray Baum Act".
ePlus encourages customers to consult with their counsel regarding this matter.
• Documents are created using ePlus templates(structure and format) and delivered to Customer in
softcopy only. Customization to deliverable documents(structure,format, and/or other non-standard
content)must be handled via a Change Request(CR) unless explicitly stated in this SOW.
• ePlus Deliverable Documents include up to two(2) revisions, per document, based on Customer feedback.
Subsequent revisions will require a CR or separate SOW.
4.2 PROJECT SPECIFIC ASSUMPTIONS
• Calls and meetings will be scheduled at a mutually agreeable time between Customer's and ePlus'
resources.The calls and meetings will be scheduled through ePlus' Project Manager.
• No training is included in this project unless otherwise specified in this SOW.
• Services schedule reflects work effort based on non-contiguous business days and does not include a full-
time ePlus Engineer for staff augmentation during the project.
5.0 PERIOD OF PERFORMANCE
5.1 ESTIMATED TIMELINE
The estimated timeline for the Services will begin within thirty(30)days after execution of this SOW and continue
for not more than six(6)months. If Services have not been scheduled at the execution of this SOW, a timeline
should be developed mutually by the Parties and agreed to before each phase of the Services begins. The actual
start date will depend on the following considerations:
• Scheduled availability of a qualified systems engineer
• Receipt of Product and any necessary equipment
• Receipt of signed SOW from Customer prior to proposed start date
• Receipt of purchase order from Customer
5.2 TERMINATION
Either Party may terminate the SOW for any reason on thirty(30)days prior written notice to the other Party.
Upon any such termination,ePlus will be paid all fees and expenses which have been incurred or earned in
connection with the performance of the Services through the effective date of such termination. Additionally, in
the event Customer cancels any Services with less than two(2)weeks prior notice,Customer shall reimburse ePlus
for any non-refundable expenses incurred in preparation for such cancelled Services.
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6.0 PRICING AND PAYMENT TERMS
For the Services performed under this SOW, Customer agrees to pay ePlus a fee of$790,799.00(the"Fee"), plus
any applicable taxes,as specified.
Milestones are as follows:
DESCRIPTION: .
Milestone 1 Design Completion $30,000.00
Milestone 2 Harmonic Kick Off $31,193.00
Milestone 3 On Going OSP Labor,Bi-weekly Invoice $708,738.00
Milestone 4 As-Builts $7,500.00
Milestone 5 Project Completion $13,368.00
The Pricing in this SOW is valid for sixty(60)days from delivery to the Customer. Fees include reasonable travel to
and from the required location up to a maximum of fifty(50) miles and incidental expenses. Customer shall issue
a purchase order adequate to cover the Fee prior to commencement of Services. Fees for additional services
related to but not defined in this SOW will be on a time and materials basis at a rate set forth in a written
amendment or Change Request.All tasks under this SOW will be completed during Normal Business Hours.
Payment is due upon receipt of invoice. Customer acknowledges that ePlus may participate in and retain the
benefit of incentive plans or other programs with,among others, its travel providers wherein ePlus may receive
benefits, such as frequent flier miles or other consideration for corporate travel volume. Fees,expenses, and other
charges for the Services do not include sales, use, excise,value added,or other applicable taxes,tariffs,or duties.
Payment that may be due on such amounts, and shall be the sole responsibility of Customer(excluding any
applicable taxes based on ePlus' net income or taxes arising from the employment or independent contractor
relationship between ePlus and its personnel).
7.0 ACCEPTANCE OF MILESTONES • • SERVICES
Upon ePlus'completion of a Milestone or Service performed,ePlus shall notify Customer by providing one of the
following forms of acceptance:
• Signed work order or time sheet; or
• Milestone/Service Completion Certificate("MCC"); or
• Project completion document
Customer has five(5)working days from the completion of the Services or Milestone, as applicable,to accept the
work performed as being complete. Signing of the MCC, approving the time sheet,or Customer's failure to
respond to the approval request within the designated five(5)working day period,signifies Customer's acceptance
of the Milestone or time sheet and that Services have been performed in accordance with the SOW. In order to
refuse acceptance of the Services,Customer must provide ePlus with full details that show that Services do not
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
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conform to the SOW. ePlus shall address such non-conformance in a timely manner and shall compile an action
plan to correct any deficiencies. The acceptance process shall be repeated until all deficiencies have been resolved
and the Services meet the requirements of the SOW. Acceptance may not be withheld due to defects in Services
that do not represent a material non-conformance with the requirements of the SOW.
8.0 CHANGE MANAGEMENT PROCEDURES
Any change to the scope of Services or the obligations of the Parties under this SOW shall be set forth in a mutually
agreed change request signed by both Parties("Change Request").The Change Request may be drafted by either
Party and will describe the nature of the change,the reason for the change,and the effect of the change on the
scope of work, Deliverables and/or the schedule.The Parties will negotiate in good faith the changes to the
Services and the additional charges,if any, required to implement the Change Request.
ePlus warrants that Services will be performed in a professional and workmanlike manner in accordance with industry
standards for service providers under similar circumstances. ALL WARRANTIES PROVIDED HEREIN ARE PERSONALTO,AND
INTENDED SOLELY FOR THE BENEFIT OF,CUSTOMER AND DO NOT EXTEND TO ANY THIRD PARTY. EPLUS DISCLAIMS ALL OTHER
WARRANTIES WITH RESPECT TO THIS SOW(INCLUDING,WITHOUT LIMITATION,WARRANTIES AS TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE),TITLE,NON-INFRINGEMENT OR OTHERWISE,EXPRESS OR IMPLIED.
10.0 LIMITATION OF LIABILITY
IN NO EVENT WILL EPLUS BE LIABLE TO THE CUSTOMER OR ITS AFFILIATES FOR(A)ANY SPECIAL,INDIRECT,INCIDENTAL,
PUNITIVE,OR CONSEQUENTIAL DAMAGES,EVEN IF EPLUS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF,(B)ANY DAMAGES
RESULTING FROM LATENT DEFECTS, LOSS OF DATA OR PROFITS,(C)ANY CLAIM WHETHER IN CONTRACT OR TORT,THAT AROSE
MORE THAN ONE(1)YEAR PRIOR TO INSTITUTION OF SUIT THEREIN. EPLUS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
RESULTING FROM THE USE,OPERATION OR PERFORMANCE OF PRODUCTS MANUFACTURED OR LICENSED BY THIRD PARTIES.
EXCEPT FOR DAMAGES RESULTING FROM PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGES DIRECTLY RESULTING FROM
GROSS NEGLIGENCE,EPLUS'AGGREGATE LIABILITY HEREUNDER,IF ANY,SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY
CUSTOMER PURSUANT TO THIS STATEMENT OF WORK. IN NO EVENT SHALL EPLUS BE LIABLE FOR ANY CLAIMS BY A THIRD
PARTY.EACH PARTY ACKNOWLEDGES THAT THIS SECTION SETS FORTH A REASONABLE ALLOCATION OF LIABILITY BETWEEN
THEM,AND THAT EPLUS'PRICING IS OFFERED IN RELIANCE ON THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS AND
EXCLUSIONS SET FORTH IN THIS SOW.
• OTHER
Effect of Termination: Termination of this SOW does not relieve Customer's obligations to pay all fees that accrued before
termination.
Late Payment Charge and Default: Customer agrees to pay a late payment charge computed at the rate of one and one-half
percent(1.5%)per month,or the maximum late payment charge permitted by applicable law,whichever is less,on any unpaid
amount due under this Agreement and/or Purchase Orders. A late payment charge will apply to any amount not received by
the due date and continue until all overdue payments,including late charges,are paid in full. Failure by ePlus to assess this
charge on one occasion in no way affects its right to do so on another occasion. In the event ePlus must resort to collection,
Customer shall be responsible for all collection costs,including legal fees. ePlus reserves its right to review and revise either the
credit or the payment terms based on Customer's financial condition or payment history at the time of such review,and
Customer agrees to provide all relevant information to affect such review. ePlus further reserves its right to suspend Services
for nonpayment by Customer for Services either under this Agreement and/or Purchase Orders.
Assignment: Neither Party may assign this SOW without the prior written consent of the other Party,which consent shall not
be unreasonably withheld,conditioned or delayed;provided,however,that either Party may assign this SOW to a corporation
controlling,controlled by or under common control with the assigning Party without the prior written consent of the other
1/23/2026 City of Ashland-AFN D• e
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
Party. Notwithstanding the foregoing,ePlus may assign payment for financing purposes without notifying Customer,but
Services will not be affected.
Non-Disclosure: "Confidential Information"is information or material disclosed by a party("Discloser")to the other
(Recipient")in connection with this Agreement that is either(a)marked or identified in writing as confidential,or(b)rel ates to
the processes,technology,plans,or methodologies used by ePlus or its suppliers to provide the Services. Recipient shall not
disclose Confidential Information to any third party until three(3)years after expiration or termination of this Agreement.
Confidential Information does not include information that:(i)is or becomes publicly available without breach of this
Agreement;(ii)is in Recipient's possession at the time of receipt or becomes available from a third party without breach of
confidentiality obligation;or(iii)is independently developed by or for Recipient without access to Confidential Information,as
evidenced by written records. This section shall not prohibit ePlus from disclosing information required by its suppliers or
subcontractors in connection with this Agreement. Customer acknowledges that ePlus or its employees and subcontractors
may provide similar services to others and use or disclose to others general knowledge,skill and experience developed over the
years,including under this Agreement. A Recipient may disclose Confidential Information pursuant to a legal requirement or
court order after first notifying Discloser and making a reasonable effort to obtain a protective order limiting the scope of
disclosure.
Non-Solicitation: Customer acknowledges that ePlus has invested significant resources in the training of its employees and that
these employees are a valuable resource. Therefore,if ePlus provides Services under this Agreement,Customer agrees that
during the term of this Agreement and for a period of eighteen(18) months thereafter,Customer shall not solicit for hire or
hire employees of ePlus(or anyone who has been employed by ePlus within the month prior to the date of solicitation).Should
such a hiring of an ePlus employee take place,ePlus shall be entitled to liquidated damages and/or compensation directly from
the Customer in the amount of 20%of the employee's total annual compensation.
Severability: The invalidity of any provision of this SOW will not affect the validity and binding effect of any other provision.
Subcontracting:The relationship created hereunder between the Parties shall be solely that of independent contractors
entering into an agreement. No representations or assertions shall be made or actions taken that could imply or establish any
agency,joint venture,fiduciary,partnership,employment or other relationship between the Parties with respect to the subject
matter of this SOW. ePlus retains the right to subcontract any Service described herein to subcontractor(s)of ePlus'choosing,
provided that such subcontractor(s)shall possess qualifications equivalent to those of ePlus.
Data Rights and Consents: Customer represents and warrants that it has all right,title,and interest in and to any data
furnished in connection with the Services and/or that it has obtained all necessary consents,permissions,and releases
necessary for ePlus to perform its obligations under this SOW.Customer shall indemnify,defend,and hold ePlus harmless from
any claims or liabilities arising out of Customer's breach of the foregoing.
Docusign Envelope ID:82A72EB1-C82F-4AB1-8E57-E65AB01DA56D
e + STATEMENT OF WORK
City of Ashland
1 SOW ACCEPTANCE
This SOW#City of Ashland-AFN DOCSIS 3.1 Upgrade-156501 is acceptable. Please sign and return to Brian Burnett
at Brian.Burnett@eplus.com.
IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have caused this SOW to be
executed.
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Don McLaughlin Sabrina Cotta
SVP Contracts City Manager
• 1/27/2026 Jan 30, 2026
1/23/2026 City of Ashland-AFN D• p ..-