Core BTS, Inc./IS
'Core BTS, Inc.
IS Depl. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
Gm~ fLOI.QlD.OS-
APPROVEO~IO
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 is committed to maintaining an equitable and competitive compensation system
for the benefit of its employees; and
WHEREAS, from time to time, City needs consulting or other workforce assistance (the
"Services") to assist it in fulfilling the foregoing commitment; and
WHEREAS, Professional is ~xperienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for 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, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative and attached hereto in the order approved by City.
2.3 Time is of the essence ofthis Agreement.
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Core BTS, Inc.
IS Dept. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
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 1202-419-55
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. I 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 One Thousand Two Hundred Dollars ($1,200.00) (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 (J %) 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.
SECTION 6.
TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect for one (I) year after its Effective Date.
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Core BTS, Inc.
IS Dep!. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
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 Agreement termination, 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 Partv 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 or 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.
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Core BTS, Inc,
IS Dept. - 2006
Appropriation #1202-419-55; P,O, #15604
Contract Not To Exceed $1,200.00
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 payor 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 Comoliance.
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.
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4
Core BTS, Inc.
IS Dept. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
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 Severabilitv.
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:
Terry Crockett, Director of IS Department
City of Carmel
One Civic Square
Carmel, Indiana 46032
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Core BTS, Inc.
201 West 1 03rd Street
Suite 240
lndiana~ Indiana ~O
ATTN: 6v~~ (/-.;'e,-
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Core BTS, Inc.
IS Dept. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
Notwithstanding the above, City may orally provide to Professional any notice required or
pennitted 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 Cannel, 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 perfonnance 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.
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Core BTS, Inc.
IS Depl. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form 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 CopYright.
City acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms, job description formats, 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 performed
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 ofProiect
Professional shall commence, carryon, 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.
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Core BTS, Inc.
IS Dept. - 2006
Appropriation #1202-419-55; P.O. #15604
Contract Not To Exceed $1,200.00
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, INe.
BY:
BY:
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Aut rized Signature
Printed Name: ::ti:-tf11/ 6~
Title: 06+'~? ~cc.
Fill/TIN: 2~- :!S731br
ember
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SSN ifS~~prietor:
Date: Ifl. /I 0&
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September 18, 2006
Terry Crockett
City of Carm el
One Civic Square
Carmel, Indiana 46032
Dear Terry,
Core BTS, inc, (Core) is pleased to present this proposal to provide VMware ESX Server build
services, This Letter of Engagement describes the services and deliverables Core would provide, and
the approach under which these would be delivered,
VMware ESX Server Build
Purpose
The C~y of Carmel has a VMware ESX 2,5 server that needs to be upgrade to run ESX 3,0, This will
aliow them to use the Virtual Center Management Console to manage their current and future VMware
servers,
Activities
The following specific activities will be performed, iisted numerically and matching the Deliverables
presented in the following section:
1, Copy the existing virtual machines to file storage of another server at the C~ of Carmel.
2, Install VMware ESX 3,0 on the server currently running ESX 2,5,
3, Import saved virtual machines into the ESX 3,0 environment
4. Upgrade the VirtualCenter Management Console to utilize VirtualCenter 2,0.
Deliverables 0< '_
The activities undertaken by Core will result in the spec~ic deliverables defined below, and matched to
the numerical activities presented in the preceding section:
1, Existing virtual machines shut down, and copied as files temporariiy stored on an existing file
server.
2, VMware ESX 3.0 installed, replacing (not upgrading) the existing installation of ESX 2.5.
3. Existing virtual machines copied back to the ESX 3.0 server and upgraded to run under ESX
3,0.
4. VirtualCenter Management Console upgraded and configured to manage the ESX 3.0 server.
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Assumptions
The follo~ng assumptions are being made in the definition of activities and deliverables, and in the
costs assigned:
. The client ~II 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.
. 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 will provide sufficient disk file storage capacity to temporarily contain copies of the virtual
machines running on the existing ESX 2.5 server.
. Completion of this project will be attempted during off hours.
Timeframe
Core estimates that the duration of this project will be 1 day. Core is available to begin this project
within 3 weeks of receipt of your acceptance of this Letter of Engagement.
Unless othe~se 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-pecket and travel-related expenses, to include mileage at a rate not to exceed
the then current federal rate, and iabor costs for travel time at 50% of the rate schedule presented
below. No mileage or travel time will be charged for work performed at locations inside of Marion or
Hamilton counties. Labor incurred outside of business hours, or beyond 40 in a calendar week, is
subject to billing at 150% of the rate schedule presented below.
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:
iResourceTLf'[,' -::'T':'-EffortRan- Ii";:: Rale:-.'-
ID~~'C'ric>i:tlan~f ::r,,;,Low.' Hlgii':)ll~~'~
"s~;;I~;~yst~;"s Consultant -. "'4" ''''-''~----f' 150 $
Estimated Total: $
~k~I~t~!j:d;~~j,;,e
600 $ 900
600 $ 900
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.
In order to maintain the defined expectations and scope, no changes to the Activities or Deliverables
defined in this document ~II be effective unless instituted through a wrftten Project Change Request
(PCR), signed by an authorized client representative.
Core BTS, Inc.
-2-
CONFIDENTIAL
VMware ESX Server Build
"EXHIBIT
tr '1 (G\ "
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 within 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
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 of the Terms & Conditions section will
prevail.
This proposal is confidential, and shall not be used or disclosed, in whole or in part, for imy
purpose other than evaluation within the client organization.
.
.
.
.
.
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 one copy
ACCEPTED BY:
Date:
Name Printed:
Title:
Core BTS, Inc.
-3-
CONFIDENTIAL
VMware ESX SelVer Build
"EXHIBIT
A ~ (L\
"
Project Terms and Conditions
1. Pa'ml8nt Terms, Payment is due within thirty (30) days of invoice dale. After this ~'me period, interest accrues al the lesser of the
maximum rate permitted under applicable law or one and one-half percent (1.5%) per month from the date due until paid.
2. IndeDAndent Contmctor' TaxP.!';. We will perform aU services hereunder in our capacity as an independent contractor and not as an
employee or agent of you. Our employees shall not be en@ed to any privileges or benefits that you may provide to your employees, and we shall be
responsible for payment of all un~mpoyment, social security, federal income (s~le and local income whern awIlcab1e) and other payroll taxes imp::lSed
by any governmental body on us In regard to our employees who are engaged In the perfonnance of the services. Pricing set forth herein is exclusive of
app~cab.le sales, use and similar taxes assessed on the performance 01 any services. You agree 10 reimburse, Indemnify and hold us harmless from
and agamsl any slXh tax, penalty and interest thereon levied against us for the provision of services to you hereunder.
3. U2....!::fu:iDg. For the tenn of the project aOO for a period of one year thereafter, you agree not to hire, solicij or accept solicitation of, through
employment or otherwise, direcUy or indirectly, any of our employees or independent contractors with whom you have had any COI'ltact during the
projec~ unless you obtain our prior WIltten consent. Should you hire an employee or independent contractor of ours through employment or otherwise
within this time period .,.,.;lhout our prior \\fitten consen~ you will immediately pay as liquidated damages to us an amount equal to the relevant person's
then current annual compensation (or !he amount paid to or on behalf of the person In !he last 12 mOllths, in the case of an independent o:mlractor).
4. ~
A. We warrant and represent that the services will be performed in a skillful and workmanlike manner according 10 those standards
generally ~vailing among consultants perfonning similar services lXlder similar circumstances. To the extent that we are not the manufacturer of any
hardware or software prOOucts that you may purchase as a result 01 or reiating to our Services, we do no! provide any warranty on such products,
whether with respect to their design, perfonnance, functionality or compatibility IMth your existing system. Any warranty wilh respect to PrOOuc1 must
come from the manufacturer. Our PrOOucl procurement distributor or we will pass through 10 you any applicable warranties of the manufacturer, to the
extent permissible.
B. EXCEPT FOR THE EXPRESS WARRANllES STATED IN THIS SECTION, WE DISCLAIM ALL WARRANTIES INCLUDING ALL
IMPUED WARRANTIES OF MERCHANTABIUTY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Our Jndemnitv. We.,.,.;1I indemnify, defend and hold you hannless from and against any claims, liabilities, losses, expenses or damages
{collective!y,"Damages'1 caused by the sef\lices perfonned or the worn delivered by us urder these terms infringing any copyright, lracle secret or any
other proprietary right of any lhird party. Excluded from such indemniflcatlon are any claims related to (I) services performed on equipment or software
which you covenanted that we had the rights td'"mcdify as set forth in Section 7 belO'N, (Ii) servk:es performed to your specification or design and (iii)
intringement resulting from or caused by your misuse or unauthorized mOdification of s~tems or prcduct. We will also indemnify, defend and hoid you
hannless from and against any Damages resulting from our willful misconduct or negiigent acts or omissions in perfonning the services which are the
subject of these terms, except to the extent such Damages are caused by the v.;ltluJ miscondld or negfigence of you, your employees or agents. Our
obligation to indemnify and defend you with respect to any claIm shan be subject to nl your p-oviding us with prompt notice of such claim, (ii) our having
sole control r:N8r the delense and settlement thereof, (iii) your providing us with Ihe Infonnation and assistafK::e necessary 10 defend or settle such daim
as reasonably requested by us, and (iv) the limitations on liabmty sellOl'ltl in Section 6 below.
6. Umilations of Uilbllilv. WE WILL NOT BE UABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES, INCLUDING FOR LOSS OF DATA OR ITS USE OR LOST PROFrrs OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF
THE POSSIBIUTY OF SUCH DAMAGE. THts UMlTATlON OF OUR UABIUTY WILL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT OR NOT, INCLUDING NEGUGENCE. Your right to recover Damages is limited to the amounts paid to us hereunder.
You acknowledge Ihatlhis limitation of liaOiily is part ollhe consideration and was considered by us In establishing the prices and rates to be charged 10
you, which, but for this limitation, would have been higher.
7. Your Covenants. You covenant that (i) you have Ihe authority to agree to these tenns and the fundin'J necessary to pay for the requested
services; (iO you have title to ()( license or rights to use Of modify any software or PrOOucts which you have requested us to modify as part of such
services; and Oii) you wlll provide us necessary access to your personnei, appropriate documenlation and records and facilities in order for us to timely
perform such services.
B. Reauests fOf ChaflO8!'i. No change in the services provided hereurder.....;1I be performed until we receive a properly issued and executed
Change O"der; provided, however, that nothing herein will relieve you 01 the obligation to pay us for services rendered which WElre requested by you but
are not documented in such a properly issued and executed Change Order or within Ihe appijcab'e scope 01 worn.
9. Conf~ntialilv. Each party acknowledges that it and its employees or agents may, in Ihe course ot the project, be exposed to or 8O:fuire
information that is proprietary or confidential to the other party. Each party agrees to hold such information in strict confidence and not to CISCUSS or
disclose any such information to any third party for a period of Ihres ye~. The parties ackno'Medge that Ihe provisions of thiS paragraph shall not
apply 10: (a) inlonnation which althe time of disclosure Is, or without fault of the recipient becomes, generally available; (b) in/ormation which either party
can show was in its possession al the time of disdosure or was independently developed by It; (c) in/oonation received from a third party which had the
right to transmit same without violation 01 any secrecy agreement 'Nith the other party; and (d) informatIon which is required to be disclosed pursuant to
court order or by law.
10. Termination 01 Aareement. Either party may terminate our en'Jagement at any time upon 30 days prior written notice.
11. Entire Aoreement. Amendment. These lerms and the accompanying engagement letter sets forth the entire understanding of the parties
with respect to the subject matter hereol and is binding upon both parties in accordance.,.,.;th its tenns and may be amended only by an entry signed by
both parties. There are no understandings, representations or agreements olher than those set forth herein.
12. Assionment. You may not assign any of the rights or obligations hereunder without the prior witten consent of Cole.
13. ~. Any notice Ol'" communication from one party to the other cooceming the terms hereof shall be in wliting ard shall be sent by
certified mail, retum receipt requested and postage prepaid or by commercial ovemight mail to the most recent address that either party has specified in
writing to the other.
14. Govemino Law. These terms shall be govemed by and construed in accordance with thelawsoi lhe State or Indiana.
15. Force MaieLJrA. Neither party shall be liable to the other for any fallures or delays arising out of conc:Iitions beyond ~ reasonable control,
including, 'Nithout limitation, work stoppages, fire, civil disobedience, delays associated wilh pnduct malfunction or availability, riols, rebellions, storms,
electrical failures, delays caused by the other party, and acts 01 God and similar occurrences.
16. Waiver'Severabilitv ArIy waiver 01 any right ordelault shall be effective onry in the instance given end if in writing and signed by the party
against whom it is sought to be enforced and shall not operate as or lmply a waiver of a similar right or default on any other OCcaSion. If any term or
provision hemal should be declared invalid by a court of competent jurisdiction, the remaIning terms and provisions hereol shall be unimpaired, and the
invalid terms or provisions shall be replaced by such validlerms and provisions as come closest to the intention underlying the invalid term or provision.
Core BTS, Inc.
-4-
CONFIDENTIAL
VMware ESX Server Build
"EXHIBIT It 1 ('l
"
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Date:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total .0
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
....~
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
WSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentlDisease:
Bodily Injury by Accident/Disease:
Bodily Injury by AccidentIDisease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liabilitY,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$500,000
$250,000
$250,000
$ 50,000 .
Comprehensive AutoLiability (owned, hired and non-owned)
Bodily Single Limit:
Inj ury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
NEW AGEN'DA ITEM
Today's Date: In / 19 / O(P
\
\
CITY COUNCIL (Original and 8 Copies)
· E-Mail All Ordinances and Resolutions (Include any Exhibits) to
Lois Fine
~OARD OF PUBLIC WORKS (Original and 5 Copies)
I
Check One:
ADD-ON
~EXT MEETING:
II / eJ( / 0(,
(Date)
.
FUTURE MEETING:
/
/
(Date)
Sponsor:
(Person to be Listed o~~ .
~ PH-
D~m' - tdi
.' ~~/~Lo ()~ if ,
-*Any Special Instructions::f- . .
(Special Equipm~nt N;eded. Verbal preseTon. Etc.) . ~ ~
*~ ~m!;'r&;1 ~ t~iJ(!:'-/. ~.
City of Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO, 003120155 002 0
PAGE
FEDERAL EXCISE TAX EXEMPT
35-60000972
ONE CIVIC SQUARE
CARMEL, INDIANA 46032.2584
FORM APPROVEO BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL. 1997
THIS NUMBER MUST APPEAR ON INVOICES, AJP
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE.
'URCHA$E ORDER DATE
DATE REQUIRED
REQUISITION NO.
VENDOR NO.
DESCRIPTION
"
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SHIP 71 r..M CIV)C ?1/A#rC
TOA J /4f,oJ-L
CO-YfYI .J; jlv
CONFIRMATION BLANKET CONTRACT PAYMENT TEAMS FREIGHT
QUANTITY I UNIT OF MEASURE DESCRIPTION I UNIT PRICE I EXTENSION
/
frv/r 5YJ/?1;r
.J/; ;}-tf7J-
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Send Invoice To:
/;)-0;2.- 9/9- 5-:;--'
PLEASE INVOICE IN DUPLICATE
ACCOUNT I PROJECT I PROJECT ACCOUNT
PAYMENT
AlP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
.a~'"'~"~'O_'~.'~O"'~
o~'":~ I~,/
DEPARTMENT
AMOUNT
SHIPPING INSTRUCTIONS
. SHIP REPAID.
. C.O.D. SHIPMENTS CANNOT BE ACCEPTED.
. PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO.15 6 0 4
CLERK. TREASURER
VENDOR COpy