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STERLING • For this project, the Provider will perform all of the work remotely. Remote access to the Infrastructure will be needed. • It is assumed that travel is not part of this statement of wok; if travel is required, it will require a change order according to section 10 of this CSOW. • For this remote engagement, there will be a minimum charge of 24 hours of Provider Consultant time, regardless of time spent by the Provider Engineer. • If the Customer makes any changes to the scope of work during or after the work begins under the CSOW, additional charges and/or schedule changes may apply. • It is assumed that the destination host for the Virtual Machine migrations has all the prerequisites, hardware, networking, OS, and software configurations already performed prior to the start of the Project. 5.3 LIMITATIONS The following tasks are considered out of scope for this engagement: • Sterling is not responsible for conflicts with existing software or network permissions conflicts, as configured by the customer's network and Active Directory. • Any changes to any system or network device, Production or otherwise, unless explicitly stated in this SOW. • Sterling will work with vendors for installation or configuration of third -party software, but is not responsible for issues that arise with third -party software. • The development of any intellectual property created solely and specifically for the Customer under this SOW. • De -installation or re -arranging of existing equipment, unless described in this SOW. • Any on-site physical labor. 6, S(I"WHEM JUNG Upon f a Sterling SOW (Statement of ing and ustomer agree on firm and the work rto begin, pletion o and all wok scheduled will require a m)inimuim oftwo C(2) weeks'lead time. Both parties will use their best reasonable efforts to inform the other party at least two (2) weeks before requesting changes to dates for onsite/remote wok. • Delays caused by the Customer that prevent the Provider from performing Services as scheduled may result in additional charges. Provider will notify Sterling Services of delays that prevent the service from being performed. Customer shall provide or update existing purchase order (with a purchase order number) for the price or charges for Services, either upfront or as agreed to, as specified in this Agreement. • Customer Delays: Both parties acknowledge that unforeseen events may occasionally occur in the normal course of business, potentially leading to delays in the Customer's timely participation in the services engagement described herein. ■ If the Customer experiences project delays exceeding a cumulative total of ten (10) business days or more than five (5) business days in a single instance, the Provider reserves the right to temporarily suspend the provision of Services and reassign Provider personnel. ■ The Customer is required to provide a written Notice of Re -Engagement certifying their renewed availability to participate in the project within the required timeframe. ■ During the suspension period, the Provider retains the right to invoice the Customer for weekly Project Management hours to compensate for incurred costs resulting from the delay. Billing will include Consulting/Engineering hours consumed up until the project suspension. 7'' III'R l G IIIN SIIASSU%I'°°IPONS 7.1 TIME LS AND MATERIA...,.® , _ """"....... e, , ,..... „ ......... . ..... ......... „ ..... ......... .....� ............. ... .W ....... ....... Customer agrees to pay Sterling on a Time and Materials ("T&M") basis for Services performed under this SOW. The T&M fee for the Services performed under this SOW will not exceed the total price as stated in the Sterling Pricing Table in this section and will be invoiced based on actuals. Sterling will submit, upon request from Customer, the billable resource(s) timesheet per the guidelines. • This Time and Materials engagement will be performed as best effort and provides no guarantees that activities/objectives listed in section 3 of this SOW will be completed in the timeline provided. The hours identified represent the provider's best estimate of the Professional Services time needed to complete the various phases of this project. If the estimates are to surpass what is outlined in the table below, the Customer will be consulted before continuing the services. The Provider's fees for services are based on the actual time expended at our established hourly billing rates as stated in the Pricing Table in Section 8 of this SOW. • For Services performed based on hourly rates, estimates are provided for planning purposes only. CSOW for City of Paris, TX 10 October 2025 Sterling Confidential ru, Crappight 2021. S;:cri, n?, AIL rights fes rved, Page 5 of 8 vi.3.8.30.2021