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'NETWORK STORAGE, INC
Information SystemsDepartment - 2008 FORA 6Y:
Appropriation #1202404-00: P.O. #18230
Contract Not To Exceed $6.000:00
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 Network Storage, 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 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 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.
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jNETWORK STORAGE-, INC
Information SysiemsDepanment - 2005
Appropriation #1202-404-00; P.O.#18230
Contract Not To Exceed 86,000.00
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 terns 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 Six Thousand Dollars ($6,000.00) (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 forn 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.
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NETWORK STORAGE, WC
Information SystemsDepartment - 2008
Appropriation #1202-404-00; P.O. #18230
Contract Not To Exceed $6,000.00
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 fora 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 maybe
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 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 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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NETWORK STORAGE, INC
Information Systems Department - 2008
Appropriation #1202-404-00; P.O. #18230
Contract Not To Exceed $6,000.00
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.
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NETWORK STORAGE, INC
Information SystenrsDepartment- 2008
Appropriation #1202404-00; P.O.#18230
Contract Not To Exceed $6,000.00
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:
Network Storage, Inc.
911 E. 86`h Street J
Indianapolis, Indiana 46240
ATTENTION:
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
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NETWORK STORAGE. INC
Information SystemsDepartment -2008
Appropriation #1202404-00; P.O.108230
Contract Not To Exceed $6.000.00
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 clays 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 govemed 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 performance at any time thereafter.
7.16 Non-Assigrtment.
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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NETWORK STORAGE, INC
Information SystemsDepartment - 2008
Appropriation 41202-404-00; P.O. #18230
Contract Not To Exceed $6,000.00
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 Agreementand 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 of Project
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.
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NETWORK STORAGE, INC
Information SystemsDepartment - 2008
Appropriation #1202404-ft P.O. #18230
Contract Not To Exceed $6.000.00
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
NETWORK STORGE, INC.
BY:
Jam rainard, Presiding Officer
Date: 69?)_
Mary Ann 'Burke, Member
Date:
Lori S. Watso ember
Date: It ?, 9 c?4ti
ATTES `
Diana Cordray, IAMC, Cler reasurerr
Date:
BY:
sized Signature /
Printed Name: /'I/? t / r i ?L ?o d s..
Title: Z?>, ?-t? of /c cLi-o/o9?
FID/TIN: 3 3-/ ,-) v Y 7 8 5
SSN if Sole Proprietor:
Date: / a ZZ F-Z,2 &
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Professional.Services Statement of Work
Network`Storage
INC.
Information Infrastructure Upgrade Project
City of Carmel
Statement of Work
City of Carmel
Carmel City Hall
One Civic Square
Carmel, In 46032
Date:09/29/08
Network Storage, Inc
911 E. 86'n Street
Suite 103
Indianapolis, IN 46240
USA
SOW Number: N51092909
NSI Confrrlemial ITNIX0 - 'S,
lelo6-
99
Professional Services Statement of Work
Table of Contents
1. Project Overview ....................................................................................................................... 3
2. Project Scope ............................................................................................................................ 3
2.1 Out of Scope ....................................................................................................................................................3
3. Project Approach and Organization ............................................................................................ 3
4. Terms and Conditions ................................................................................................................3
4.1 Fees, Acceptance, and Invoicing .....................................................................................................................4
4.2 Cancellation or Termination ...........................................................................................................................4
4.3 Location ...........................................................................................................................................................4
4.4 Independent Contractor ............................................................................................ .....................................4
4.5 Progress Reports and Time Records .......................................................................... .....................................4
4.6 NSI Program Delivery Manager and City of Carmel Contacts .................................... .....................................5
4.7 Notices ....................................................................................................................... .....................................5
4.8 Approval ..................................................................................................................... .....................................5
4.9 Acceptance :............................................................................................................... .....................................6
List of Tables
Table 1. Primary NSI and City of Carmel Project Contacts.... .......................................................................... 5
Table 2. Project Approval ..........................................................................................................................6
Table 3. Project Acceptance .......................................................................................................................6
NSl
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Professional Services Statement of Work
1. Project Overview
This Information Performance Assessment Statement of Work (SOW) sets forth the terms under which City of
Carmel has engaged Network Storage, Inc.'s (NSI) Professional Services to provide the project consulting and
services (Consulting Services) described below.
The project objective is to upgrade the information infrastructure of the City of Carmel as follows:
a. Phase 1:
L Configure new MSA20 Shelf into SAN Note 1- 5380 at Tower Location
ii. Configure new MSA20 Shelf into SAN Note 1-4380.at Police Station
iii. Configure 4" VMware server at Police Station
iv. Install 2 new NICs in each of the 3 existing VMware Servers
v. Upgrade VMware from version 3:0 to version 3.5
vi. Upgrade Virtual Center to version compatible with VMware V3.5
b. Phase 2:
i. Upgrade SANMelody from version 2.0.2 to 2.0.3
2. Project Scope
NSI will manage the project to deliver the assessment in the phases listed in Section 3 working closely with
City of Carmel's staff. As part of this project NSI will:
• Create and maintain detailed project documentation
• Create and maintain communications information
• Schedule and coordinate NSI project resources
• Schedule and coordinate planning and status meetings
• Coordinate with City of Carmel staff for availability of City of Carmel resources
2.1 Out of Scope
NSI is responsible to perform only the Consulting Services described.in this SOW. Services outside the
scope include, but are not limited to:
• Any application or host system access that encompasses coding, scripting, system performance,
and/or troubleshooting.
• Installation of physical servers or physical hardware components other than the two NICS detailed
in Phase 1 above.
• Application logins outside of the tasks described in this SOW.
• Installation and configuration of Fibre Channel HBAs
• Installation of any operating system patches not specifically identified in Section 1 above
Project Approach and Organization
NSI will work in conjunction with the City of Carmel to conduct each task within each phase.
4. Terms and Conditions
The following paragraphs detail the Terms and Conditions of this SOW.
NSI
Confidential
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Services
4.1 Fees, Acceptance, and Invoicing
Statement
This projects Consulting Services will be performed on a time and materials basis. Network Storage, Inc.
will invoice the City of Carmel Monthly for any services contracted. NSI's professional services are
provided at a %: day rate of $750 (Note: NSI's daily rate is based upon 10 hours of labor; 5 hours labor is
the basis for the Y2 day rate.) The total project duration is estimated to require 4 business days or 40
hours. The City of Carmel will be invoiced in hourly increments of $150 for services delivered. Billing will
not exceed $6000 to address the scope of work defined within this document.
City of Carmel shall have seven (7) calendar days from receipt of such notice in which to respond that (i)
NSI has successfully complied with the acceptance criteria; or (ii) NSI has not so complied and the specific
basis for such noncompliance. If City of Carmel indicates noncompliance, the parties shall promptly meet
and use good faith to resolve difficulties.
If City of Carmel indicates compliance with the Phase, or does not respond within such seven (7) day
period, the Consulting Services for the applicable Phase shall be deemed to be accepted. NSI is
authorized to issue the applicable invoice upon such acceptance. Payment is due within thirty (30) days
after the date of the invoice.
The resuIts,.accuracy, and contents of.NSI's'deliverables are dependent upon the content and accuracy
of information provided by City of Carmel. Once a schedule has been mutually agreed upon, NSI shall
make reasonable efforts to accommodate changes requested by City of Carmel.
4.2 Cancellation orTermination
In the, absence of a.breach by NSI of NSI's obligations, if City of Carmel cancels the Consulting Services or
if NSI terminates due to breach by City of Carmel, NSI is authorized to invoice, and City of Carmel shall
pay NSI the following amounts, which are deemed liquidated damages, and not as a penalty: (1) all fees
and expense reimbursements associated with the Phase in effect on the date of cancellation and all
earlier Phases or agreed payment events (but only to the extent payment therefore has not yet been
previously received by NSI at the time of such cancellation).
4.3 Location
The Consulting Services shall be performed primarily onsite at City of Carmel Police station and Tower
location. However, NSI shall have the option of performing appropriate portions at an NSI Services
selected location (the "NSI site") with the prior approval of the customer Project Sponsor.
4.4 Independent Contractor
Each of NSI and Customer will be and shall act as an independent contractor and not as an agent or
partner of, or joint venture with the other party for any purpose, and neither party by virtue of this
Agreement shall have any right, power, or authority to act or create any obligation, expressed or implied,
on behalf of the other party.
4.5 Progress Reports and Time Records
Unless otherwise agreed, NSI will send City of Carmel a phase summary report summarizing the work
completed during such period, and the status of the work then in process, the status of any known
problems of outstanding issues, and the status of open change requests, if any.
NS]
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Professional Services Srmement. of Work
4.6 NSI Program Delivery Manager and City of Carmel Contacts
Refer to Table 1 for the NSI Services and City of Carmel primary contact person(s), and the method to
contact them.
Table 1. Primary NSI and City of Carmel Project Contacts
Item NSI Contacts City of Carmel Contacts
Name Ed Saipetch Terry Crockett
Office Phone No. (317) 251-8566 (317) 571-2567
Mobile Phone No. (317) 833-2658
Fax No. (317) 251-8560
E-mail Address esaipetch@networkstorageinccom trockett@carmel.in.gov
4.7 Notices
Acknowledgements, invoices, payments, other usual and routine communications, and all other notices
or writings required or permitted under this Statement of Work, including but not limited to notices of
default or breach, shall be.signed by an authorized representative of the sender, sent to the respective
individuals identified below (which may be changed by written notice to the other), and shall be deemed
to have been received (i) when hand delivered to such individuals by a representative of the sender, or
(ii) three (3) days after having been sent postage prepaid, by registered or certified first class mail, return
receipt requested, or (iii) when sent by electronic transmission, with written confirmation by the method
of transmission, or (iv) one (1) day after deposit with an overnight carrier, with written verification of
delivery.
4.8 Approval
This Statement of Work is the complete-and exclusive agreement between NSI and City of Carmel with regard
to its subject matter, and supersede all prior oral or written proposals, agreements, representations and other
communications between the parties with respect to the Consulting Services and shall prevail
notwithstanding any different, conflicting or additional terms and conditions which may appear on any order
or other document submitted by.City of Carmel.
IN WITNESS WHEREOF, the parties have caused the Statement of Workto be signed on the respective dates
indicated below.
The parties hereby acknowledge that they have read and do understand this Agreement and all attachments
hereto, and agree to all terms and conditions stated herein.
Is
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Services
Table 2. Project Approval
Statement
Approval of Statement of Work
Network Storage, Inc City of Carmel
Name: Ed Saipetch Name: Terry Crockett
Position: Systems Engineer Position: Director of Information Technology
Signature: Signature
Date: Date:
4.9 Acceptance
NSI has performed and City of Carmel has accepted all services specified within this statement of work. The
parties agree that all services are complete and final execution of this statement of work as outlined within
may commence.
Table 3. Project Acceptance
Acceptance of Statement of Work
Network Storage, Inc City of Carmel
Name: Name:
Position: Position:
Signature: Signature
Date: Date:
NSI Confidential aaEXH1®'7dge6of6 •'?