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HomeMy WebLinkAboutCORE BTS, Inc/ISCORE BTS. INC. IS Department - 2008 Appropriation #1202-404-00; P.O. #18226 Contract Not To Exceed $16,000.00 rffnWe10'ol.OL'Ov PPROVED n ±f FORM By:_ AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and CORE BTS, INC. (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure;. and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing, responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractorfor the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to'engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services; has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of, the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. WE6 vDu?mm?alAOfuvaiJ ]mim\ro1L111Vm1'w:®el5mvss FORM P 2W7.? :9/ WNa 02 PMq GORE BTS, INC. IS Department - 2008 Appropriation #1202-404-00; Y.O. #18226 Contract Not To Exceed $16,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required.for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1202-404-00 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Sixteen Thousand Dollars (S 16,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. [Z.PB-WV QavmmwVmfmimtl 5miu?FOR\fAPmfcdmL SV,icn FOW R, 3007 JUC91L300N ?$ P..m) 2 CORE BTS, INC. IS Department - 2008 Appropriation #1202404-00; P.O. #18226 Contract Not To Exceed $16,000.00 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services:" 7.1.3 in the event of full or partial Ageement tennination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and: Professional, and their respective officers; officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7:4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors-are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and.other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs,.fees, expenses and/or damages incurred by City as a.result of any claim for wages, benefits of otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. [4I Ba JYD?Ie f?A$ %?FoM4~mnwo S- FORM Rrv 2W7 Ya9WWf 4 m PMT 3 GORE BTS, INC. IS Department - 2008 Appropriation #1202-404-00; P.O.#18226 Contract Not To Exceed $16,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or- unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the.right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. [Z'FBa+MlyMwim,SAUfu?iwalSmi?MF00.?4\PnifnamJ Same FoM, R, _WI].Ax':?21Ub- Ol Phli 4 CORE BTS, INC. IS Department - 2008 Appropriation #1202404-00; P.O. #18226 Contract Not To Exceed $16,000.00 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severability.. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Administration One Civic Square Carmel, Indiana 46032 ATTENTION: Terry Crockett PROFESSIONAL: CORE BTS, INC. 201 W. 103rd Street, Suite 240 Indianapolis, Indiana 46290 ATTENTION: Chad McWhinney Douglas C. Haney Carmel City Attorney One Civic Square Cannel, Indiana 46032 (ZT BuMfy MW-gRf and Sm nWOR JSV mel S- FORM Rev 2W7E -9M"4'.01 PMT 5 CORE BTS, INC. IS Department - 2008 Appropriation #1202-404-00; P.O. #18226 Contract Not To Exceed $16.000.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana; except for its, conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. (Z?£84 vOnummeMrvf Seri TOB56 ifx Su-FORMM 21W.G-421WS 4@F-1q 6 GORE BTS, INC. 1S Department-2008 Appropriation #1202404-00; P.O. #18226 Contract Not To Exceed $16,000.00 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not foram a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Co t. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description fonnats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will. secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be perfonned by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Proiect Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. ?2:1E9mN1, DuvmmuVlrilmsim+?5vria'c?110RM511*?fso®LSmuo fYlAM 0.,v 2W1 d?'Y ?EWP?III PN? 7 CORE BTS. INC. IS Department - 2008 Appropriation #1202-404-00; Y.O. #18226 Contract Not To Exceed $16.000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety CORE BTS, INC. BY: NdTi?sF n7' James Brainard, Presiding Officer Date: M y An Burke, Member ATTES Di ordray,IA Cler -Treasurer D te: V b BY: Name: ??/IS4*??C9Nti Title: (fit/GP./G t?XiyS?G FID/TIN: 397-5 76y SSN if Sole Proprietor Date: 1 je CLTB 'Afy ITa Wftn(?imlSmimVORMSI}YOl®mal 5u -FORM Re 2(W,?X%411E PMq 8 EXHIBIT B Invoice Date: Name of Company: Address £r Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (any one fire): Medical Expense Limit (any one person): Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 S 10,000 c o r e e T - r it L May 21, 2008 Terry Crockett City of Cannel One Civic Square Carmel, Indiana 46032 Dear Terry, Core Business Technology Solutions (Core) is pleased to present this proposal to provide E-mail archival and compliance system implementation. This Letter of Engagement describes the services and deliverables Core.would provide, and the approach under which these would be delivered. E-mail Archive and Compliance Implementation (Phase 2) Activities The following specific activities will be performed, listed numerically and matching the Deliverables presented in the following section: 1. Build MA server and Journal / DA, CA servers 1.1 Server OS loaded for Mail Archiving Server' 2.1 Server OS loaded for Joumaling and Discovery/Compliance applications 2. Install, Enterprise Vault Server per design (Phase 1) 2.1. Install server and the 3 areas of data storage (SQL Metadata, Index, and Vault Store) 2.2. Install both mailbox archiving and joumaling software bundles. 2.3. Install Offline vault for laptop users 2.4. Implement PST migration tools 2.5. Configure backup scripts and jobs to enable consistent state and correlating data backups. 3. Configure Journaling 3.1. Create Journal Mailbox 3.2. Setup Microsoft Exchange to use Joumaling 3.3. Create Journal Archive Tasks 4. Configure pilot group for Mail Archiving 4.1. Configure mailbox archival for policies defined in Activity 1 for POC subset of users. (Usually Information Technology staff). 4.2. PST migration for POC users - develop methodology 4.3. Validate configuration for POC users, provide access for client personnel to provide criteria and perform archival searches and usage testing. 4.4. Determine rollout process, document 5. Production Rollout 5.1. Configure e-mail archival policies for remainder of users. 5.2. Document PST process and provide to client personnel for PST's beyond the initial 10 POC users. 5.3. Identify Offline Vault process and provide rollout process for future OV users., 6. Install Discovery Accelerator 6.1 Install Discovery Accelerator software components 6.2 Create required Admin accounts using recommended best practices 6.3 Test discovery case 7. Install Compliance Accelerator 7.1 Install Compliance Accelerator software components 7.2 Create required Admin accounts using recommended best practices 7.3 Test Compliance configuration 8. Create File System Archiving Architecture 8.1 Research current File system environment 8.2 Document FSA infrastructure 9. Project closure 9.1. Complete implementation documentation 9.2. Provide 4 hrs of EV admin training to City of Carmel IT staff 9.3. Validate ongoing support through PSA and Symantec Support Agreement 9.4. Schedule and complete the Project completion session Deliverables The activities undertaken by Core will result in the specific deliverables defined below and matched to the numerical activities presented in the preceding section: 1. Design Document - policies as dictated by the client, storage requirements and growth, server topology. 2. Enterprise Vault Server- Serverbonfiguration checklist and config runbook. 3. Documented Exchange Joumaling configuration and Archive tasks - document 4. POC group- production rollout methodology document 5. Production Rollout -completedrolloutchecklist 6. Discovery Accelerator- DA settings document 7. Compliance Accelerator- CA settings 8. File System Archiving - FSA design document Core STS, Inc. -2- Email Archive and Compliance Phase 2 CONFIDENTIAL gor-X IIBII ?L7/ '? 9. Project closure -Project closure signoff document Assumptions The following assumptions are being made in the definition of activities and deliverables, and in the costs assigned: • The client will designate a contact person who will provide access to necessary client sites and information. • It is understood that during this engagement there may be periods of network downtime. Core will work on a best-effort basis to minimize the length and impact of such downtime, and to schedule such periods in advance. • Client is responsible for the procurement of any hardware, software, licensing, or third party support that may be required for this engagement including EV servers and storage as designed in Phase 1. • Core assumes no liability for data loss. Client is strongly encouraged to backup and validate data on all affected systems prior to initiation of the engagement. • Client is responsible for the BIOS, Firmware, OS, software revision and patch levels on client provided servers. • Day-to-day operational activity is outside of the scope of this engagement. • Core'is not a legal advisor, cannot provide legal advice, nor shall any recommendations be assumed to be such. • Enterprise Vault requires input from client to create policies for data archiving. Client is responsible for providing all company policies prior to implementation. Establishing new corporate policy remains outside of Core's purpose, although Core can assist with the technical generation and/or documentation of new policies through the PCR process. All necessary hardware and software including SOL database licensing and location for the production installation are the responsibility of the client. • The PST migration process is a lengthy and continuing process (fewer than 10 PST files per day are not uncommon). The scope of this engagement included PST migration for the POC group and development of a methodology such that the client IT staff can migrate the remainder of PSTs for production users. • Note that the knowledge transfer does NOT replace classroom education for administration. Classroom training is recommended to support daily activities. • Delays may cause project resources to be reassigned and may prevent reinserting them into a revised project timeline. Timeframe Core estimates that the effort of this project will be 1-2 weeks. Core is available to begin this project within 3 weeks of receipt of your acceptance of this Letter of Engagement. Unless otherwise noted in this document, all deliverables will be completed, and transfer of any documentation will occur, upon your acknowledgement of completion of this engagement. Fees & Costs Core fees for service are based on the actual time expended at our established hourly billing rates, plus reimbursement for out-of-pocket and travel-related expenses, to include mileage at a rate not to exceed the then current federal rate. No mileage or travel time will be charged for work performed at locations Core BTS, Inc. -3- Email Archive and Compliance Phase 2p )) CONFIDENTIAL 41EX OIBIT A 3 91 inside Marion or Hamilton counties. Labor incurred outside of business hours, or beyond 40 hours in a calendar week, is subject to billing at 150%a of the rate schedule presented below. Resource Description Hourly Rate Staff Consultant $75 Senior Staff Consultant $100 Systems Consultant $125 Senior Systems Consultant $150 Principal Consuftant $175 Senior Principal Consultant $200 Business Consultant $200 Project Manager $175 The following is an estimation of the work effort involved in completing the activities and providing the associated deliverables defined in this document. This estimate is provided for budgetary purposes only, in all cases Core will bill for the actual hours and expenses incurred. Estimated Work Effort, Project Manager EffortRange Rate,. Totals Low High Low High 45 74 $ 200 $ 9,000 $ 14,800 4.5 7.4 $ 175 $ 788 $ 1,295 $ 9,788 $ 16,095 Project Approach & Management Core brings its experience in effective project delivery to all engagements. Included in all Core engagements are Project Oversight services. Project Oversight provides for quality assurance in documenting expectations, identification and scheduling of resources, administrative functions, and project closure. Of particular focus is fulfilling completely the expectations set in the Deliverables section of this document. Assigned Project Coordinator/Manager: Emilv.Wann(c-bcorebts.com 317-566-6245 Project Executive Sponsor: Practice Director: Jim. Mavesocorebts.coni 317-566-6261 In order to maintain the defined expectations and scope, no changes to the Activities or Deliverables defined in this document will be effective unless instituted through a written Project Change Request (PCR), signed by an authorized client representative. At the completion of the work effort on this project, you will receive a communication from Core indicating that it is believed that the engagement is closed, and that all deliverables defined in this document and any PCRs have been fulfilled. Should this not be the case, or if you have any questions at that time, please respond to this communication vvithin 7 calendar days. Terms & Conditions This engagement is subject to the Terms and Conditions set forth in the final page of this document, as well as to any Master Services Agreement (MSA) in place between Core and the client identified on the Core BTS, Inc. -4- Email Archive and Compliance Phase 2 CONFIDENTIAL "EXHIBIT 4 99 first page of this document. Should any conflicts arise between the Terms and Conditions portion of this document and another portion of.this document, the language ofthe Terms & Conditions section will prevail. This proposal is confidential, and shall not be used or disclosed, in whole or in part, for any purpose other than evaluation within the client organization. f ? • f • We look forward to working with you on this engagement. Best Regards, Chad McWhinney Core BTS, Inc. Acceptance If the terms of this Letter of Engagement are acceptable, please sign below and return a complete copy ACCEPTED BY: Name Printed: Date: Title: PO # associated with this work: Customer Technical Point of Contact: Customer Sponsor: Core BTS, Inc. -5- Email Archive and Compliance Phase 2 CONFIDENTIAL "EXHIBIT " Project Terms and Conditions 1. Pavmerf Terms. Payment is due within thirty (30) days of invoice date. After the time period, interest accrues at the lesser Of the matdmum rate permitted under applicable law or we and one-half percent (1.5%) per math from the date due unlit pad. 2; Independent Connector Texas. We wiB perform al services hereunder in our capacity as an independers contractor and not as an employee or agent of you. Our employees shall not be muted to any privileges or benefits that you may provide to your employees, and we shall be responsible for payment of all unemployment, social seamty, federal income (slate and local income where applicable) and other payroll tares imposed by any governmental body on us in regard to our employees who are engaged in the Performance of the seMces. Pricing set fond herein is exclusive of appicable saes, use and similar taxes assessed on the performance d any services. You agree to reimburse, indemnify and hold us harmless from and against any such lax, penalty and interest thereon levied against us for the provision of services to you hereunder. 3. No Hirm . For the tern Of the ptojed and for a peacd of One year thereafter. you agree not to hire, action or accept sdicita5on of. through employanem or ahermss, dredy or Indirectly, any of our employees or independent contractors with whom you have had any conmd during the poled, unless you obtain Our pear written consent. Should you hire an employee or indeperderd caMeGor of ours through empWymert or Otherwise willin this lime period without our poor written consent, you will immedamy, pay as liquidated damages to us an amount equal to the relevant person's then current annual compensation (or the amount pad to or m behalf of the person in the last 12 months, in the new of an independent contractor). 4. Warranty A. We warart and represent flat the services will be performed in a skilful emd workmanlike manner according to those standards generally prevailing among consultants performing similar services under similar dreanslances. To the extent that we ere not the manufacturer of any hardware our software products his you may purchase as a result of of relating to our Services, we do not provide any womanly on such products, whether with respect to their. design, performance, fundionahly or canpa5htty with your existing system. Any warranty Will respect to product must come from the marwfactumr. Our product procurement distributor our we will pass through to you any applicable warranties of the manufacturer, to the ardent permissible. B. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, WE DISCLAIM ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. S. Our Indemnty. We will indemnify, defend and held you harmless from and against any dams, liabilities, bsses, expenses or damages (cdledivdy; Damages) caused by the services performed or the work delivered by us under these terns infringing my copyright , trade secret or any other proprietary right d any third party.. Excluded from such indemnification ere any claims real to (i) services performed oat equipment or software which you cove rta ted that we had the rights to modify as set forth in Section 7 below, CI) services performed to your specification or design and (ii) Infringement resulting from or caused by your misuse a unauthorized modification of systems a product. We Will also Merrily, defend and held you harmless from and against any Damages resulting than our vviffud misconduct a negigers acts or ornssiams in performing the services w c h are the subject d these terms, except to the indent such Damages are caused by the wilful misconduct a negligence of you, your employees or agents. Our obligation to indemnify and defend you with reaped to any dam shall be subject to (1) your providing us width prompt notes, of such dam, a Our having sole control over the defense and sedtertwd thereof, (ul) your Providing us with the information and assistance necessary to defend or settle such Claim as mason oly requested by us, and pv) the limitations on liability set forth in Section 6 below. 6. Limitations of Uabllty. WE WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF OUR LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACTOR NOT, INCLUDING NEGLIGENCE. Your right to racmrer Damages is limited to the arrwunte pad to us hereunder. You aduro.Nedge that this irritation Of liabiityis pad of the consideration and was considered by win ealablisting the prices and Mates to be charged to you, which, but for this limitation, would have been higher. 7. Your Covenants. You covenant that: n you have the aulhody to agree to these terms and the funding necessary to pay for Ibe requested services:. G9 you have We to or License or lights to use a modify any software or products which you have requested us to modty as part of such services; and (ii) you will provide us necastu ry aarw to your perspnnel, appropriate ClOdU mafmMOM and norms and facilities in order for us to timely perform such services. 6. Requests for Chances. No change in the services provided hereunder wall be performed unto war receive a property issued and executed Change Order, provided, however, that nothing herein wit relieve you of the obligation to pay us for serdees renderedwriUr were requested by you but am nor documented in such a Property issued and executed Charge Order a within the applicable scope of work. 9. Cahfidenfialty. Each party adenoMedges that it and its employees a agents may, in the course of the project, be exposed to a acquire Information trust is proprietary or confidemad to the other party. Each party agrees to hold such information in strict eenfiderrm and mat to dsass or disclose, any such infomhaf en to any third party for a period of grcee years. The pades acknowledge that the Provisims of this paragraph shall not apply to: (a) information which at the time of dsctosure is, orwithout fault d the recipient becomes, generally available; (b) idorrnstidt which ether party can show was in is possession at the time of dsctosure a was independently developed by t; (c) idormaGm received from a third party which had the right to transmi same without violation of any secrecy agreement with the dhwf party; and (d) idorrnadtth which is required to be disclosed pursuant to court order or by law. 10. Temynabbn of AgmaneM. Either party may tedrinate out engagement at any time upon 30 days poor written notice. 11. En`re Agreement' Amendment.- These terms and the aavmpanting engagement letter sets forth the entire understanding of the parties with respect to the subject matter hared and is binding upon both parties in aanrdanm with its terms and may be emended orgy by on entry signed by both parties. There are no understandings, representations a agreements other than those set frith herein. 12 AssignmertI You may not assign any of the rights a obligations hereunder without the Prior written consent of Core. 13. Notices. Any nodes a communkabon from we Pany to the Other concerning the time hereof shall be in writing and shall be sea by certified mail, mum receipt requested and postage prepaid a by oammercmi Overnight mail to the mcac recent address that enter platy has specified lo writing to the other. 14. Governme: Lew. These terms shag be govemed by and construed in accordance with the laws tithe State of Indana, -15. Force Maieure. Nether party shall be liable b the other br any failures or delays arising at Of oxhdfions beyond its reasonable central, indudng. withaA limitation, wok stoppages, firs: civil disoleedeax. delays associated with product malfunction or availability, riots, rebellions, slomms, eledricol Islures, delays mused by the Other part'; and ads of Gad and arrest omrrtences. 16. Waver Sevembifty Any waiver of any right or default shall be effective oily in the instance given and if in writing and signed by the parry against when it is sought to be enforced and shag not operate as or imply a walver of a simiar right or default on any other aomsim. tarry term or provision hereof should be declared Invald by a court of competent junsdctiorm, the remaining terms and provisions hereof shall be urimpaired, and the invalid terms or provisions shall be replaced by such valid terms and provisiohss as come closest to the intention undetying the invalid term a provision. Core BTS, Inc. -6- Email Archive and Compliance Phase 2 CONFIDENTIAL 91 "EXHIBIT k&6.