Server Centric Consulting/IS
. -'
.'-7 Server Centric Consulting
IS Department - 2007DataCore Software Installation
Appropriation #1202404-02 - $5,000.00; P.D. #15624
Contract Not To Exceed $5,000.00 ,
{dryad-If oYID', ()7 a;L
APPROVED AS TO FORM BY W
, .
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 Server Centric Consulting, LLC (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 m 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 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.
INCORPORA TroN 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 ofthis Agreement.
[Z"\E B"ss\M~: D<lcumCO'(Slprorc,s.ion.l SCH;(cs\1007'.scrvtr ('com;c Consulling.doc,}/26i:!007 4:28 PM)
Server Centric Consulting
IS Department - 2007 DataCore Software Instal/ation
Appropriation #1202404-02 - $5.000.00; P.D. #/5624
Contract Not To Exceed $5.000.00
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 1202404-02
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 ofthe 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 Five Thousand Dollars ($5,000.00) (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
!!, 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.
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Server Centric Consulting
IS Department- 2007DataCore Software Installation
Appropriation #1202404-02 - $5,000.00; P.D. #15624
Contract Not To Exceed $5,000.00
SECTION 6.
TERM
Unless otherwise terminated in acc;ordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2007, 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 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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Server Centric Consulting
IS Department - 2007DataCore Software Installation
Appropriation #1202 404-02 - $5,000.00: P.D. #15624
Contract Not To Exceed $5,000.00
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 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 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.
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Server Centric Consulting
IS Department - 2007DataCare Software Installation
Appropriation #/202404-02 - $5.000.00: P.D. #/5624
Contract Not To Exceed $5.000.00
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 unen forceable 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 Information Services
One Civic Square
Carmel; Indiana 46032
ATTENTION: TerryN. Crockett
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Server Centric Consulting, LLC
11939 Manchester Road, #110
St. Louis, Missouri,.,6317i- M' /'
ATTENTION: ~Ct> I Lov-
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Server Centric Consulting
IS Department - 2007DataCore SofMare Installation
Appropriation #1202 404-02 - $5,000.00; P.O. #15624
Controct Not To Exceed $5,000.00
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,
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Server Centric Consulting
IS Department - 2007DataCore Software Installation
Appropriation #1202 404-02 - $5,000.00; P.D. #15624
COlltract Not To Exceed $5,000.00
7.19 Headings,
All headings and sections of this Agreement are inserted for convenience only and do not form a
part ofthis 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 Copvri ght.
City acknowledges that various materials which maybe 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 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 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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Server Centric Consulting
IS Department - 2007DataCore Software Installatioll
Appropriation #1202 404-02 - $5,000.00: P.D. #15624
Conn'acl Not To Exceed $5,000.00
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
BY:
I
, efber /
L{ /e>, 07
Jana Cordray, lAM
Date:
SERVER CENTRIC CONSULTING, LLC
~~
Aut 0 'zed Signature
Printed Name: 50>/1/1 i / kr
Pre~;J~Y\ -+
L-/ J - ;:J,ad 13 S-
Title:
FID/TIN:
SSN if sOlelrojl;ietor:
Date: 04 a: o'}
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~R~~~
Statement of Work (SOW)
The City of Carmel, IN Installation (Phase I)
02/13/07
Objective
DataCor~ Software Corporation (Data Core) has been engaged by Server Centric
Consulting Lie (Reseller) to render the professional services (Services) described in this,
Statement of Work (SOW) to install and configure I copy of the SANmelody Software
(Software) to the topology as indicated in the attached network diagram for The City of
Carmel, IN (Customer), all as more fully set forth in this SOW. Under a contract
between Reseller and Customer, Reseller is reselling to Customer the Services to be
provided by DataCore under this SOW subject to the terms and conditions of this SOW.
Notwithstanding anything to the contrary, DataCore's obligations and liabilities with
respect to the Services qre solely as set forth in this SOW, and there are no other terms
and conditions in the contract between Reseller and Customer or otherwise that are
binding upon DataCore.
Scope
These Services wilIbe performed at the Customer's facilities at Three Civic Sq (location)
by Bob Strachan or other personnel specified by DataCore (Data Core Installation
Manager) with Terry N. Crockett (Customer's Installation Manager). The Services
include installation, the Software, configuration and testing of the Software subject to the
'limits of the consulting time purchased in Customer's PO number 15624. The DataCore
Installation manager and other personnel deployed by DataCore under this SOW may be
DataCore subcontractors.
Prerequisites
It is assumed that the Customer or the Reseller has all equipment, as outlined in the
attached network diagram and equipment list, on site, installed, interconnected and
operational. The equipment must be DataCore qualified per the most recent DataCore
Application Server Support Guide (ASSG - See F A0730 at SANmelody support site at
www.datacore.com). DataCore Installation Manager will perform a pre-installation
checklist before installing the Software. Any untested equipment or additional software,
verbally agreed to by the DataCore Installation Manager and the Customer, may be
attempted, but DataCore will not be responsible for any failure of functionality,
interoperability or deliverables as a result of non-qualified hardware under such
circumstances.
"COClyhasel_031607"
Initials - Customer: _ DClE:
Page] of9
"EXHIBIT -t. (11-"
Deliverables
DataCore will create a reasonable number of SAN mirror and. standard, virtual volumes
and serve these volumes up to 3 application servers to demonstrate functionality to each
unique server type. In addition, the onsite activity of these services will include:
I. Installation of the single SANmelody storage server software on your DL380 G5
system.
2. Virtualize and serve storage to up to 3 different server types in your environment
(ESX, Windows and Exchange) The application servers can be running any of
the approved operating systems as listed in the ASSG.
3. Performance of a functional test plan to validate the function of the software in
your environment demonstrating your purchased options NMV and Snapshot.
4. Informal orientation to the product administration.
5. Assist with planning and information collection regarding the next phase (phase
II) of the implementation (HA with partnered systems running synchronous
mirrors over distance).
These services are expected to require approximately 2 days. Items 4 and 5 will be
performed as time permits under the purchased services (PS) of your order.
A successful Software installation will be demonstrated by execution of a Functional Test
Plan (FTP) document that is specifically tailored to the Customer's SAN installation.
This document will serve as the Customer's run book. Following completion of the FTP,
the attached Installation Services Signoff document will be completed and signed by the
DataCore Installation Manager and Customer's Installation Manager.
As time permits, the DataCore Installation Manager will provide informal training to the
Customer's Installation Manager in the theory and operations of the Software. This
operational training will be tailored to the environment, and is not intended as a substitute
for other DataCore SAN Administration training.
After the installation is complete, DataCore will provide a final diagram of the system.
Along with the diagram, DataCore will provide an installation report.
Special Provisions
Customer must assure that its personnel, or designated integrator, who are trained on the
operation and configuration of the storage arrays, the 3Com 5500G switches and any
operating systems of its application servers are available for the duration of the DataCore
Installation Manager's visit and allow for uninterrupted access to the Customer's
equipment to assure completion of the tasks.
"COCUlhasel_031607" .
Initials - Customer: DClE: _
. Page 2 of9
"EXHIBIT J ~~L "
Customer shall give DataCore access to Customer's premises, equipment and personnel
as reasonably required by DataCore to perform the Services, and shall provide resources
and prepare its premises and equipment. DataCore shall not be liable for any delay,
service level breach or project timeframe extension in providing the Services caused by
the failure of Customer to comply with these obligations. Total cost of services, travel
and expenses to Customer shall not exceed $5,000. If Customer fails to comply with
these obligations or the actual installation requires more days on site than the number of
days ordered by Customer, Customer will be liable (to DataCore, if the Customer has
procured the Services directly from DataCore, or to DataCore and the Reseller, if
Customer has procured the Services from a DataCore Reseller) for additional fees. These
additional fees will be charged by DataCore at its published Professional Services daily
rate plus additional travel and living expenses Prior to any changes in cost of these
services, DataCore and the Customer will agree to this using the attached "Project
Change Request (PCR)" form (see page 8).
DataCore strongly recommends that all data associated with the installation be backed up
prior to the installation. DataCore will not be responsible for any lost or corrupted
Customer data. DataCore will not be responsible for any lost producti vity resulting from
the installation and recommends that the Customer make contingency plans.
Contingency planning and data security are beyond the scope of these Services.
Travel and Living expenses will be billed as specified in the quote that was supplied to
the customer. Full and reasonable travel and living expenses incurred during the work
outlined in this document will be invoiced upon completion of the work.
DataCore will exclusively own all rights, title and interest in and to any software
programs or tools, utilities, technology, inventions, devices, specifications,
documentation, ideas, concepts, know-how, processes, methodologies, techniques and
materials of any kind used or developed by DataCore or its personnel in connection with
performing Services (collectively "Data Core Materials"), including all worldwide patent
rights (including patent applications and disclosures), copyright rights, moral rights, trade
secret rights, know-how and any other intellectual property rights therein. If and to the
extent the DataCore Materials include any modifications, customizations, enhancements
or extensions to the Software, all such modifications, customizations, enhancements or
extensions will be deemed licensed to Customer subject to and in accordance with the
terms and conditions of the standard End User License Agreement accompanying the
Software. Customer will have no other rights inthe DataCore Materials except as
expressly agreed to in writing by the parties. Nothing in this Agreement will be deemed
to restrict or limit DataCore's right to perform similar services for any other party or to
assign any employees or subcontractors to perform similar services for any other party.
Customer agrees not to solicit for employment or retention any DataCore employee or
consultant who provides Services during the term of such Services and for one (I) year
after the completion of such Services. Solicitation shall not be deemed to include.
advertising in newspapers or trade publications available to the public. In the event that
Customer solicits a DataCore employee, the entire liability of Customer and DataCore's
exclusive remedy shall be payment by Customer to DataCore of an amount equal to the
solicited employee's base salary for one year.
"COClyhase 1_03 I 607"
Initials - Customer: DCIE: _
"EXHIBIT -A. f7~30f:j
Customer may terminate this SOW at any time; however, all payment obligations of
Customer incurred prior to termination shall survive termination of this SOW and any
Services fees shall be non-refundable.
Warranty; Limitation of Liability
DataCore warrants solely to Customer that it will perform the Services in a professional
manner in accordance with generally accepted industry standards. .If any Services do not
comply with the warranty in this Section, DataCore will, at its discretion, either perform
the Services again or refund the relevant Service fees paid for such Services. THIS
SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND DATACORE'S SOLE
AND EXCLUSIVE LIABILITY, IN CONNECTION WITH THE SERVICES, INCLUDING FOR ANY
BREACH OF THE WARRANTY IN THIS SECTION. THE WARRANTIES SET FORTH IN THIS
SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS,
WHETHER EXPRESS OR IMPLIED, AND DA T ACORE EXPRESSLY DISCLAIMS ALL OTHER
W ARRANTlES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
DATACORE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S
REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR
FREE. DA T ACORE MAKES NO WARRANTY TO THE RES ELLER.
IN NO EVENT SHALL ANY PARTY OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY OR
ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMIT A TION LOSS OF PROFITS, SAVINGS, BUSINESS, GOODWILL OR
DATA, COST OF COVER, RELIANCE DAMAGES OR ANY OTHER SIMILAR DAMAGES OR
LOSS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS LIMITED BY APPLICABLE LAW, DATACORE'S TOTAL LIABILITY, UNDER THIS
SOW OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE
SERVICES GIVING RISE TO THE LIABILITY. THE DATACORE SOFTWARE IS NOT DESIGNED
OR LICENSED FOR USE IN ON-LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS SUCH AS
OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NA VIGA TION OR CONTROL, OR LIFE-
CRITICAL APPLICATIONS. AS MORE FULLY SET FORTH IN THE LICENSE FOR DATACORE
SOFTWARE, IT IS THE CUSTOMER'S RESPONSIBILITY SOLELY, AND NOT DATACORE'S
RESPONSIBILITY, TO ASSURE THAT THE USE OF THE SOFTWARE IS NOrIN A HAZARDOUS
ENVIRONMENT OR LIFE-CRITICAL APPLICATION, AND DA T ACORE SHALL NOT HAVE ANY
LIABILITY ARISING FROM RENDERING SERVICES WITH RESPECT TO SOFTWARE THAT IS
OR IS TO BE INSTALLED IN A HAZARDOUS ENVIRONMENT OR LIFE-CRITICAL
APPLICATION. THE LIABILITY LIMITATIONS IN THIS SECTION ARE A MATERIAL
INDUCEMENT TO EACH PARTY'S ENTRY INTO THIS SOW, AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED
UNDER THIS SOW. THIS SECTION SHALL SURVIVE THE TERMINATION AND THE
COMPLETION OF THIS SOW.
Miscellaneous
As to all matters between Reseller (if any) and DataCore, DataCore's Reseller Agreement
with Reseller shall govern with respeCt to this SOW, including but not limited to its
provisions as to governing law, venue and dispute resolution.
As to matters between Customer and DataCore, tlie following provisions apply:
No delay or failure by either party to enforce any right under this SOW shall constitute a
waiver of that right or any other right A waiver of any breach or default under this SOW
shall not constitute a waiver of any other right for subsequent breach or default,
Customer shall not assign, delegate or transfer this SOW, or any license or other rights or
obligations under this SOW, without the prior written consent of DataCore. Any attempt
by Customer to assign, delegate or transfer in breach of this Section shall be void. This.
Initials - Customer: DC! E:
"COCU,hase 1_031607"
Page 4 019
"EXHIBIT fr 4(~ 'j
SOW will bind and iimre to the benefit of each party's permitted successors and assigns.
If any provision of this SOW is found illegal or unenforceable, it will be modified to the
minimum extent required to make it legal and enforceable, and the legality and
enforceability of the other provisions of this SOW will not be affected. Neither party
shall be in default by reason of any failure to perform any obligation (excluding any
obligation to' pay money) due to unforeseen circumstances or to causes beyond such
party's reasonable control, including but not limited to acts of God, war, riot, embargoes,
acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export
licenses or shortages of transportation, facilities, fuel, energy, labor or materials. This
SOW is the complete and exclusive agreement between the parties with respect to its
subject matter, and supersedes any previous or contemporaneous agreement, proposal,
commitment, or representation, whether oral or written, and any other communications
between the parties in relation to such subject matter, including any different or
additional terms on Customer's purchase order form or similar document. This SOW
, may only be amended in writing executed by all parties.
If Customer's Principal Office is in the U.S.A. or Canada: The laws of the State of
Florida U.S.A. shall govern this SOW,without reference to its conflict of laws principles'
or the United Nations Convention on Contracts for the International Sale of Goods.
DataCore and Reseller accept the exclusive jurisdiction of the state and federal courts of
Broward County, Florida U.S.A.; provided, DataCore shall at all times have the right to
commence proceedings in any other court of its choice of appropriate jurisdiction to obtain
an injunction, specific performance or other equitable relief for protection of intellectual
property rights. Each party irrevocably waives any rights to trial by jury as to any suit,
action or proceeding under this SOW, and irrevocably agrees that such suit, action, or
proceeding shall be tried hy a judge without a jury.
If Customer's Principal Office is not in the U.S.A or Canada: Any dispute arising out
of or in connection with this SOW shall he finally settled by binding arbitration in Fort
Lauderdale, Florida U.S.A. under the Ru!es of Arbitration of the Intern'ationa! Chamber
of Commerce ("ICC"), before an arbitrator selected by the parties (or, if not selected
within fifteen (15) days of a Request for Arbitration, appointed by the ICC pursuant to its
rules), who has practiced as a lawyer or judge for at least ten (10) years and who is
reasonably familiar with the business pertaining to the products covered by this SOW.
The arbitrator shall apply Florida law to the merits of any dispute or claim, without
reference to rules of conflicts of law or the United Nations Convention on Contracts for
the International Sale of Goods. The arbitration and all pleadings and written evidence
shall be in the English language, and the procedure will be in accordance with ICC Rules
without regard to local rules. Judgment on the award may be entered in any court having
jurisdiction thereof or having jurisdiction over either of the parties or its assets.
Notwithstanding the foregoing, DataCore shall at all times have the right to commence
proceedings in any other court of its choice of appropriate jurisdiction to obtain an
injunction, specific performance or other equitable relief for protection of intellectual
property rights, without breach of this arbitration agreement and without any abridgment
of the power of the arbitrator.
"COC! _phase 1_03 1607"
Initials - Customer: DCIE:
"EXHIBIT J1Zq~"
This statement of work is hereby accepted and agreed to by:
CUSTOMER:
Signature:
Name: Terry N. Crockett
Company: City of Carmel. IN
Title: Director ofInformation Systems
RESELLER:
Signature:
Name:' Scott Miller
Company:Server Centric Consulting Lic
Title: Business Director
DATACORE:
Signature:
Name: Ben Treiber
Company:_DataCore Software Corporation Title: Director, Customer Services
Initials - Customer:
DCIE:
"CGCI_phase 1 ~ 031607"
Page 6 of9
"EXHIBiT
A-' ~ L1~"
Installation Services Si!!noff
(To be completed following the installation)
The undersigned acknowledges that the Services as described in the Statement of Work
(SOW) dated have been delivered as specified in detail in the SOW.
Installation start date:
Installation end date:
Please indicate in the space provided below, the reason for any time required that was
beyond the quoted amount:
CUSTOMER:
Signature:
Name: Terrv N. Crockett
Company: City of CarmeL IN
Title: Director ofInformation Systems
RESELLER:
Signature:
Name: Scott Miller
Company:Server Centric Consulting LIe
Title: Business Director
DATACORE:
Signature:
Name: Bob Strachan
Company:_DataCore Software Corporation Role: DataCore Installation Manager
"cacI _phase 1_031607"
Initials - Customer: _ DCIE:_
"EXHIBIT _fge;;b.~"
Project Change Request (PCR)
(To be completed whenever a project or document change is requested.)
Date:
Requestor:
(name)
Summary:
(This section to be completed by requestor)
Change Request:
(This section to be completed by requestor)
Impacts to project:
(This section to be completed by DataCore and Customer installation managers. Includes
detailed description of change to be implemented and project planning documents that
will be updated as a result)
The undersigned agree to the change requested in this document and have received
necessary approval from management to execute this change. Documents listed above
have been reviewed by both parties and are correct in their present form:
CUSTOMER:
Signature:
Name: Terry N. Crockett
Company: City of Carmel. IN
Title: Director ofInformation Systems
RESELLER:
Signature:
Name: Scott Miller
Company: Server Centric Consulting Llc
DATACORE:
Title: Business Director
Signature:
Name: Bob Strachan
Company:_DataCore Software Corporation Role: DataCore Installation Manager
"COClyhase 1_031607"
Initials - Customer: DCIE:
, Page8of9
"EXHIBIT A- I'j'q "
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EXHIBIT B
. Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked .
GRAND TOTAL
Signature
Printed Name
"c'ity of Carmel
PAGE
)
INi:lIANA RETA1~ TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERA~ EXCISE TAX EXEMPT
35-60000972
ONE CIVIC SQUARE
CARMEL. INDIANA 46032-2584
FORM APPROVED BY STATE SOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
THIS NUMBER MUST APPEAR ON INVOICES, AlP
VOUCHER, DEUVERY MEMO, PACKING SliPS,
SHIPPING !.ABELS AND AN't CORRESPONDENCE.
'URCHASE ORDER DATE
VENDOR
DA.TE REQUIRED
REQUISITION NO.
VENi:lOR NO.
DESCFtIPTION
5A-A./
CI"7 ~f Orm" '.
SHIP 1hr.el {:; Y7t ::t; t't-
TO c;,.rf'l? ~ JV 4M;l-2-
. rJ:1' C
~FIRMATION BLANKET CONTRACT
PAYMENT TERMS
FFlEIGHT
OUANTlTY
UNIT OF MEASURE
DESCRIPTION
UNIT PRICE
eXTENSION
/
/J~;b Clre. :J',btJ 1J7~ ~A!$~~
~ fJL'r o.tla cfl'-r'(~~1f1~~~:.S;:
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Send Invoice To:
41
/?-I;.... .f., -3~ - b?- - ~34tf
/Jp;J - q"cj -OJ... ., ~Piii.EASE INVOICE IN DUPLICATE
DEPARTM ENT
ACCOUNT
PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT g 3 fC( (
PJP VOUCHER CANNOT Be APPROVED FOR PAYMl:NT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE. PROPER SWORN AFFIDAVIT "'11""CliED.
ll".ERESV CERTIFY THAT iHE.RE. IS AN UNOBLlGATEO BAI..ANCE IN
THIS API' nON SUF CIENT TO PAV FOR THE M301I
..
S\oIIPPING INS'TRUCTIONS
. SHIP REPAID.
. C.O.D. SHIPMIiNTS CANNOT BE ACCEPTeD.
. PURCHASE OROIiR NUMBIiR MUST APPEAR ON ALL
SHIPPING LABELS.
. THIS QADER ISSUED IN COMPl.IANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORV THEREOF AND SUPPLEMENT THERETO,
ORi:lEREi:l BY
TIT
DOCUMENT CONTROL NO.15 6 2 4
CLERK-TREASURER
VENDOR COpy
April 19, 2007
Mr. Scott Miller
SERVER CENTRIC CONSULTING, LLC
11939 Manchester Road #110
St. Louis, Missouri 63131
RE: Agreement for Purchase of Goods and Services
City of Carmel, Information Systems
No. 04.18.07.02
Dear Mr. Miller:
On April 18, 2007, the Board of Public Works and Safety approved the above-referenced
Agreements to do business with your company. Enclosed is a fully executed copy for your
records.
Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
con tract.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Thank you for your attention to the above-referenced matters.
Sincerely,
Sandra Johnson .
Deputy Clerk-Treasurer
Enclosures