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HomeMy Public PortalAbout013-2018 - IT - Electronic Strategies Inc. - Connecting Airport to City NetworkPROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this day of vQC1UQr , 2018, and referred to as Contract No. 13-2018, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Electronic Strategies, Inc., 6855 Hillsdale Court, Indianapolis, Indiana, 46250 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide consulting and configuration services in connection with the information technology computer network connectivity and firewall configurations for the Richmond Municipal Airport, for connectivity to the City network. Contractor shall perform all services described on Contractor's proposed Statement of Work, consisting of twenty (20) pages, which proposal was received January 8, 2018, is attached hereto and marked as "Exhibit A" and is made a part hereof and incorporated herein by reference. Contractor agrees to abide by the same. The Parties agree that incorporation of Contractor's proposed Statement of Work (Copyright © 2015 ESI) as Exhibit A to this Agreement is not deemed as an abandonment of Contractor's copyrights nor is said incorporation a public dedication of said material. Additionally, Contractor expressly authorizes the City of Richmond to incorporate Contractor's proposal into this Agreement and disseminate or display said proposal in accordance with the Indiana Access to Public Records Act. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. Contract No.13-2018 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a sum estimated not to exceed Four Thousand Two Hundred Dollars ($4,200.00) for the complete and satisfactory performance of this Agreement and for all work described on "Exhibit A." SECTION IV. TERM OF AGREEMENT This Agreement shall be deemed effective when signed by all parties and shall continue in effect until satisfactory completion of this Agreement. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's .operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Page 2 of 6 x A. lJ� C. In E. Coverage Limits Worker's Compensation & Statutory Disability Requirements Employer's Liability $100,000 Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $1,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the Page 3 of 6 violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and Page 4 of 6 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. Page 5 of 6 In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. M. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By: Vicki Robinson, President "CONTRACTOR" ELECTRONIC STRATEGIES, INC. 6855 Hillsdale Court Indianapolis, IN 46250 Printed: doa� l:a Richard Foore, Member 6R-F—T Title: U—oev V� Anthony Y. Yoster, II, Member Date: /-/o f/ff APPROVED: Sno , ayor Date: 14100 Date: Page 6 of 6 ESI Statement of Work SonicWALL Configurations /Checks Date: 1/8/2018 Prepared for: City of Richmond 50 North Fifth Street Richmond, IN, 47374 EXHIBIT PAGE _ —' "i0 Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 R17.596.9891 Table of Contents 2 Overview....................................................................................................................................................... 2 Purpose ................................................................................................................. Project Information................................................................................. ...........................................2 2 Objectives................................................................................................................................................. EstimatedSchedule...................................................................................................................................2 Scope Services and Deliverables........................................................................................................... 2 of 2 1. Phase 1— Assessment................................................................................................................... 3 2. Phase 2 — Design........................................................................................................................... 3 3. Phase 3 — Develop......................................................................................................................... 4. Phase 4— Implementation............................................................................................................3 5. Phase 5 — Support .........................................................................................................................4 Investment........................................................................................... Estimated Project Costs .................................................... EstimateType Definitions.....................................................................................................................5 5 RateTable................................................................................................................................................. 6 ProjectAssumptions..................................................................................................................................... .......... 7 Changesto Services ............................................................................................................................ ProjectRisks............................................................. ContactInformation......................................................................................................................................9 ClientInformation.................................................................................................................................9 ESIInformation.....................................................................................................................................9 APPENDIX TO SOW — General Terms and Conditions.................................................................................12 EXHIBIT PAGE 2 OF Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 14'f COG 0201 Overview Purpose The Client has engaged ESI to provide the following specific services and/or deliverables (the "Services"): SonicWALL Check/Configurations. This Statement of Work, inclusive of all Appendices and Exhibits attached hereto or incorporated herein, (collectively the "SOW") describes the planned scope tfen understand ng of the relationship between ort and the estimated investment required for the provision of the Services. It also serves as the wri"Client"). By executing this SOW below, the Electronic Strategies, Inc. ("ESI"), and Citv of Richmond parties agree to be bound by all of the terms and conditions contained in this SOW. Project Information Objectives The Services will be provided to meet the following objectives: Remote Health Check on SonicWALL 5600, remote configure TZ300 VPN at Airport to SonicWall 5600, remote setup/configure new TZ300 to replace old TZ200 Estimated Schedule ESI intends to perform the Services based upon the following schedule: • Estimated Start Date: TBD • Estimated End Date: TBD Scope of Services and Deliverables 1. Phase 1- Assessment Phase 1 is designed to ensure ESI has a detailed understanding of the Client's technology environment. ent in conjunction with an Performing a detailed assessment of the Client's needs and existing environm understanding of the Client's stated objectives is in se As destimate w ll provhde investment contemplated by the requested Service part of the Assessment Phase, the following Services: 1.1. Perform remote assessment of current SonicWALL configurations, current issues, business and technical requirements related to the project. EXHIBIT PAGES ©P 0 Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 2. Phase 2 - Design During Phase 2, the details of the contemplated Services will be established and validated. ESI will work with the Client to review the information collected in Phase 1 and ensure that the project strategy is consistent with the Client's current business and technology goals. ESI will validate all findings and reflect the findings to current and future planning. This will enable the development of action plans designed to remediate any discovered issues. As part of the Design Phase, ESI will provide the following Services: 2.1. Validate requirements of project scope and expectations. 2.2. Review current configurations of SonicWALI's and VPN's 2.3. Plan project & review with Client 3. Phase 3 - Develop During Phase 3, the infrastructure is built according to the designed specifications. ESI will implement each step in accordance to industry standards and best practices. During this phase, there should be little to no impact to the end user. As part of the Develop Phase, ESI will provide the following services: 3.1. Identify best practice configuration for SonicWALL 5600 and make recommendation to client. 3.2. Identify VPN requirements from TZ300 at Airport to SonicWALL 5600 3.3. Develop/identify requirements and configuration for replacement TZ200 to a TZ300 4. Phase 4 - Implementation Phase 4 is when implementation begins. The final transitions will be performed in this phase. Knowledge transfer and training will be provided to the internal IT Staff upon completion of implementation. Detailed documentation will also be provided. As part of the Implementation Phase, ESI will provide the following Services: 4.1. Remotely preform health/best practice check of SonicWALL 5600 4.1.1. Implement best practices after client's approval 4.1.1.1. Including but not limited to ensuring firewalls at latest firmware release 4.2. Do initial configuration of TZ300 for Airport at ESI office 4.2.1. Client to install into network onsite, work with ESI engineer to complete installation 4.2.2. Test and validate connectivity to internet and VPN 4.3. Do initial configuration of New TZ300 (replacing old TZ200) at ESI office 4.3.1. Add new TZ300 to client MySonicwall.com account. License and register 4.3.2. Client to install into network onsite, work with ESI engineer to complete installation 4.3.3. Test and validate connectivity to internet and VPN EXHIBIT J�L PAGE OF-M Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 147 ccc OAQ1 5. Phase 5 - Support Post Migration Support is recommended for any issues that may arise after implementation. As part of the Support Phase, ESI will provide the following Services: 5.1. Provide up to 2hrs remote next day support EXHIBITS PAGE S ©F�� Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 -1,1-1 CQC. QQQ1 Investment Estimated Project Costs Work Cost --' Estimate Typei Task Name -- - - _ _ -- - - 1.5 hrs! $262.50, - ' Time Materials[ - Assess - — --- --- - - - - - , ---- ' rs 262.50, e &Materials' Time Design g------ - -- - - - - --- 3 hrs -- ---- _ ---- $525.00j Time & Materials'! Develop -- 16 hrs . $280000 Time & Materials; Implement - - - - - --- 2 hrs' _ ----- -� --- $350.00 — _ ------ Time & Matenalsl Support 24 hrs _ $4200.0 1 Estimated Total' Total Estimated Services _ _ _ _ _ _ _-_ __ ___ _�__-- Estimate Type Definitions Time & Material pricing is provided only as an estimate and reflects ESI's understanding of the project definition and of the Services contemplated by this SOW and as of the date of this SOW. Client will only be charged for actual time utilized to complete the Services. This effort driven estimate is provided when there may be unknown elements to a project. These costs may vary based on any number of factors. Duration Driven pricing is provided as an estimate of work based on the duration of time required to complete the contemplated Services. If the required duration is shorter or longer than proposed, for any reason, the duration driven estimates will decrease or increase based on that difference. Fixed Fee pricing is provided as flat pricing to perform very specific tasks in an extremely limited scope. The price quoted to complete a specific task for provision of the Services will be charged regardless of the effort required to complete that particular task. No Charge pricing indicates that a task or phase of the Services is out of scope or will be performed by the Client, and therefore ESI will not be charging for a service not performed. Rate Table Rate Type Std Hourly Rate Overtime Rate Choose an item. Choose an item. Choose an item. $262.50/Hr Network Engineer $ 175.00/Hr Choose an item. Choose an item. Choose an item. $135.00/Hr $202.50/Hr Systems Administrator EXHIBIT G Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Project Assumptions The proposed schedule and the proposed costs and expenses related to the Services to be provided by ESI pursuant to this SOW are based on the general scope, approach, constraints, and assumptions contained herein ("Assumptions"). ESI's Assumptions enable ESI to communicate the basis of its approach, work estimate, and delivery schedule more accurately and efficiently to Client and provide a foundation for building a mutual understanding, common expectations, and the teamwork necessary to achieve a successful project. Unless otherwise specifically stated in a SOW, Client agrees to each of the following enumerated Assumptions and acknowledges that should Client fail to comply with the Assumptions or should Client require changes to any specific SOW subsequent to its execution, such changes may result in an increase in the cost of the Services and/or Deliverable pursuant to such SOW. • The Client agrees to review this SOW prior to execution and verify that all required information pertaining to proposed Services are properly and accurately included and identified to ensure both parties understand the scope of the Services to be performed. • The Client will appoint and make available a Point of Contact ("POC") to work with ESI for the duration of the project contemplated by this SOW. The POC shall have authority to act on behalf of and bind the Client. • The Client will provide ESI reasonable access to (as applicable) the appropriate facilities, systems, staff, information, workspace, network connectivity, power sources, VPN or Remote Access to systems, licensed software media, license keys, hardware, equipment, and any and all other necessary materials required to perform the Services ("ESI Required Materials") and will make available a knowledgeable contact person to address questions directed to the Client by ESI. Such required resources will be provided on a schedule consistent with the timelines outlined in this SOW. Additional project costs associated with delays in acquisition or provision of ESI Required Materials to ESI will be the responsibility of the Client. ESI agrees to work with the Client regarding issues related to the Client's acquisition of any ESI Required Materials consistent with the ESI's Project Change Request Form procedures. • Unless specifically enumerated in this SOW, all licenses for hardware and software products associated with ESI's provision of the Services must be purchased and/or acquired by the Client separately. • ESI is not responsible for defects that arise during the migration and/or installation of any software or hardware products as part of the Services. ESI agrees to work with the Client regarding issues related to defects arising during migration or installation of any software or hardware products consistent with the ESI's Project Change Request Form procedures. • The Client shall be responsible for any third -parry charges or costs that may apply or which may be incurred by the Client when calling for support during any specific project. In some situations, the manufacturer and/or vendor of any specific hardware or software installed may require the EXHIBIT PAGE -7 OF Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Client to contact the manufacturer and/or vendor of such specific hardware or software for support assistance. • The Client's existing network infrastructure, systems and applications associated with any Services contemplated by this SOW shall be in proper working order and condition and there are no defects that have not been defined or otherwise disclosed to ESI as part of this SOW which may impact the provision of the Services by ESI. The Client shall inform ESI prior to any changes to the Client's existing infrastructure, systems and applications that may affect the timeframe, or completion of the Services by ESI pursuant to this SOW. ESI will work with the Client if changes occur related to the network infrastructure, systems and applications that will impact the project consistent with the ESI's Project Change Request Form procedures. • Client may terminate this SOW at anytime; however, all payment obligations of Client incurred prior to termination shall survive termination of this SOW and any services fees shall be non- refundable. • This Services contemplated by this SOW shall be considered complete when all Services contemplated herein, together with any Services contemplated under ESI's Change Request Forms (Exhibit B), have been delivered and/or completed. • Upon completion of the Services contemplated by this SOW, the Client agrees to complete the Acknowledgment of Completion and Acceptance Form, the form attached hereto as Exhibit A, acknowledging that ESI completed all Services in accordance with this SOW, and the Client has received and accepted the Services. • Unless otherwise stated herein, ESI will generally require two to three weeks' lead-time to start a project. Requests for ESI resources and schedules are managed by the ESI's Project Manager and will be assigned based on mutual agreement, the skill set needed for the particular Client solution, and availability of consultants possessing the required skill set. • The performance of all Services by ESI will be during normal business hours, which is Monday through Friday from 8am-5pm, EST, excluding holidays. The provision of Services after hours will be charged to Client at a rate of 150% of the standard hourly project rate stated above. The provision of unplanned or emergency Services that extend beyond standard business hours will be charged at ESI's then current "Emergency On Call" applicable rate. Changes to Services Either party may request a change or modification to the terms and conditions of this SOW in the event of actual or anticipated change(s) to the agreed upon scope of Services project schedule, fee, or any other aspect of this SOW pursuant to the Project Change Request Form. The Client will prepare a written Project Change Request Form, in the form attached hereto as Exhibit B, reflecting the proposed changes, including but not limited to the impact on the subject Services, project schedule, and fee, EXHIBIT PAGE OF ID Because you depend on IT Electronic Strategies, Inc. 6955 Hillsdale Court Indianapolis, IN 46250 —n [nc A401 es to be which Project Change Request Form must be approvedst expeditiously and in gooid faith. parties agree to negotiate all Project Change Request Form reque Project Risks Project risks are characteristics, circumstances, or features of the project environment that may have an losed or otherwise identified to ESI adverse effect on the Services contemplated by this SOW. Risks disc with this project and with the Services are itemized below. ESI will attempt to implement procedures as part of the scope of Services to minimize or eliminate the impact of each risk to the project and/or provision of the Services. • ISP modem at Airport/setup/configuration unknown. Possible need to work with ISP to get modem configured to allow pass thru traffic • Interruption of service will occur when implementing new SonicWALL into the environment and rebooting of firewalls • Site to Site VPN will go down if Firewalls are rebooted. EXHIBITS PAGE ©F.�_ Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Contact Information To assist in making this project and the provision of the Services successful, please complete the following contact and billing information: Client Information Signature Authority Point of Contact Name: Name: Title: Title: Voice: Voice: Email: Email: Billing Information (Required if no PO) Contact: Address 1: Voice: Address 2: Email: City/State/Zip: Client Tracking Number: ESI Information Account Executive Project Manager Name: Voice: Email: EXHIBIT R PAGE jb-OF Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 917 S96.9891 EXHIBIT PAGE _�A_0F.10- Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Statement of Work Acceptance Signatures EACH OF THE PARTIES agrees to the terms of this SOW, including the general terms and conditions contained in the Appendix which is incorporated herein, and has caused this SOW to be executed by its duly authorized representative as of the date of the last signature of the parties below. Client ESI Printed Name D q^) _go(L4''P0 Printed Title: %k-cwMa LO by .9-MOGI ? Signature:) pti W44— Printed Name: EXHIBIT PAGE OF_,_,__ Printed Title: EXHIBIT � PAGE OF _ Signature: Date: I . Z • L 6 / Date: EXHIBIT PAGE UP Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 APPENDIX TO SOW - General Terms and Conditions The following general terms and conditions shall apply to all SOWS by and between ESI and the Client and shall survive the termination of the SOW for any reason: Termination. This SOW shall expire six (6) weeks from the date of the SOW, unless extended by ESI in writing. This SOW may be terminated by either party, with or without cause, upon providing the other party not less than ten (10) days' prior written notice to the address of such parry provided in this SOW. Upon the termination of this SOW for any reason, the Client agrees to pay ESI all undisputed amounts due and payable for the Services performed and reasonable expenses incurred prior to the effective date of such termination. Except as specifically provided herein, the Client shall have no obligation to pay fees, commissions, reimbursements, or any other amounts under this SOW for Services or expenses with respect to any period after the effective date of such termination. Invoicing. ESI shall provide the Client an itemized invoice on a regular basis, unless otherwise agreed upon in this SOW, which invoice shall specify the dates, hours and brief description of the Services performed during such period. To the extent the Client provides ESI with a separate purchase order for the Services to be provided under this SOW, the parties expressly acknowledge and agree that any terms contained in a purchase order differing from the terms and conditions contained in this SOW will not apply, nor will any additional terms and conditions that appear on any ESI invoice issued to the Client, unless specifically agreed to in writing by the Client and ESI. The Client shall reimburse ESI for its reasonable and necessary expenses incurred in the performance of Services in accordance with the Client's policy applicable to outside vendors, upon presentation of invoices and such other documentation as the Client may from time -to -time request and such expenses may include reasonable living and travel costs for out-of-town Services. All additional expenses must be approved by the Client in advance. Payment. The Client shall pay ESI in accordance with the rates and terms set forth in this SOW. The Client will pay each invoice issued by ESI within thirty (30) days from the date it receives an invoice, except for those portions on any invoice that the Client disputes in good faith. For any undisputed amount not paid when due, the Client will pay interest at the lesser of fifteen percent (15%) per annum or the maximum amount permitted by law. The Client will notify ESI in writing of any dispute it has with any particular invoice within thirty (30) days after its receipt of such invoice and shall provide reasonable detail describing the basis of such dispute (the "Disputed Charge"). Failure of the Client to submit a written dispute within the required dispute time frame shall constitute acceptance of the invoice. The parties shall work together in good faith to resolve any such Disputed Charge. If the parties mutually determine the Client owes any Disputed Charge, the Client shall, within five (5) business days of such mutual determination, pay such amount including interest accrued from the date the payment was originally due. If the parties are unable to resolve the Disputed Charge within thirty (30) days of the Client's notice of the same, the parties shall be entitled to pursue remedies available hereunder. Unless the Client provides a valid tax exemption certificate to ESI, the Client shall be responsible for any sales, use, excise or comparable taxes assessed or imposed upon the Services provided or the amounts charged under this SOW and ESI will include the same on the applicable invoice. Record Mana>;ement. ESI will maintain complete and accurate records relating to the Services performed hereunder. The Client shall have the right to inspect and audit ESI's records at ESI's place of business during normal business hours at a mutually acceptable time during the term of this SOW and for a period of one (1) year thereafter. EXHIBIT _ ^ PAGEOF Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Team Composition. For Services performed on a fixed -price basis or for Services which ESI is obligated to produce specific Services in accordance with a fixed schedule, and based on the requirements of the particular Services, ESI shall determine, after consultation with the Client, the size, composition, and distribution of ESI's resource team, which may change from time to time based upon the scope and complexity of the Services. For Services performed on a time and materials basis in which ESI is not contracted to produce specific Services in accordance with a fixed schedule, the Client shall have the discretion to screen and select individuals for key project positions. Removal. The Client may require ESI to remove an ESI team member if, after consultation with ESI, the Client reasonably determines that the individual is not suitable to perform the Services. Any such removal shall be effective at a time as reasonably determined by the Client and communicated to ESI. The Client and ESI will mutually agree on a replacement team member to perform the Services as soon as practicable. For emergency purposes only and with prior consent from the Client, ESI reserves the right to recall ESI employees deployed at the Client's location or otherwise engaged for the Client's benefit and agrees to cover reasonable corresponding expenses to obtain suitable replacement representative. Non -Hire and Non-Sollicitation. Commencing on the execution date of this SOW, and for a period of one (1) year after the termination or completion of the applicable SOW on which an ESI employee or retained consultant worked, both parties agree not to directly or indirectly solicit for employment (or for the provision of services as a contractual representative or retained consultant in any capacity) the other parry's employees or retained consultants without the prior written consent of the other party. Proprietary Rights. Each party shall retain all rights in any and all current and future computer hardware or software products and/or Services information, roadmap, technical or financial information, customer names, addresses and related data, contracts, practices, procedures, methodologies and other business information, including software reports, strategies, plans documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Intellectual Property Rights") that it owned or developed prior to the effective date of this SOW, or acquired or developed after the date of this SOW without reference to or use of the intellectual property of the other party. No licenses shall be deemed to have been granted by either party to any of its Intellectual. Property Rights except as otherwise expressly provided in this SOW. The Client acknowledges that the Services generally do not involve the development of any significant intellectual property which is unique to the Client or based upon the Client's confidential information. The Client therefore agrees that ESI: (a) shall own and retain all Intellectual Property Rights in or related to the Services, or tangible components thereof; (b) shall retain all right, title and interest in and to all Intellectual Property Rights used in performing the Services which are based on trade secrets or proprietary information of ESI or are otherwise owned or licensed by ESI (collectively, the "ESI Tools"); (c) shall be free to use the ideas, concepts and know-how which are used, developed or created in the course of performing the Services (collectively, the "Residual Technology"), all of which constitute Intellectual Property Rights on the part of ESI in any technology which may be developed to facilitate delivery of the Services; (d) shall retain all right, title and interest in and to all repeatable processes and reusable forms, templates or output which are developed, created or otherwise used by or on behalf of ESI in the course of performing the Services without reference to or use of the Intellectual Property Rights of the Client (collectively, the "Generic Components"); and (e) shall retain ownership of any ESI Tools, Residual Technology or Generic Components that become embedded in any deliverables created EXHIBIT _-- PAGE Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 in the performance of the Services. ESI hereby grants to the Client a royalty -free, non -transferable, non- exclusive license to use any such embedded ESI Tools, Residual Technology, and Generic Components solely in connection with the Client's use of the Services or tangible components thereof during the term of this SOW. Nothing herein shall prevent either party from using the techniques, ideas, and other know-how gained during the performance of this SOW in the furtherance of its business, to the extent that this does not result in disclosure of confidential information or unauthorized use of any Intellectual Property Rights of the other party. The Client acknowledges that information, software, and documentation created by ESI in the course of delivering the Services which relate to ESI's internal processes and procedures may be used by ESI to facilitate delivery of services to other customers. Use of Software. To the extent ESI is required or deems it expedient to use software owned or used by the Client to perform the Services ("Client Software"), the Client grants ESI a non-exclusive, worldwide, royalty -free license to use Client Software during the term of this SOW solely for the purpose of providing the Services. In the event that Client Software comprises or includes any third -party software, the Client shall ensure that ESI has the right to use such Client Software as necessary to perform the Services. To the extent the Client needs to use any software owned or used by ESI to receive the Services ("ESI Software"), ESI grants the Client a non-exclusive, worldwide, royalty -free license to use ESI Software during the term of this SOW solely for the purpose of receiving the Services. In the event that the ESI Software comprises or includes any third -party Software, ESI shall ensure that the Client has the right to use such Software as necessary to receive the Services. Specific Work for Hire. Notwithstanding the foregoing provisions of this SOW and to the extent any specific Service provided by ESI to the Client pursuant to a specific SOW involves the independent development of a significant intellectual property which is unique to the Client or based upon Client confidential information ("Unique Client Deliverable") and upon payment in full of all undisputed charges arising from this SOW, the Client shall be entitled to retain ownership of such Unique Client Deliverable developed by or with the assistance or input of ESI and/or ESI's employees in connection with the Services or their other activities under this SOW. Without limiting the forgoing, the Unique Client Deliverable provided by ESI pursuant to a SOW, unless specifically agreed in writing by the parties, shall be the sole and exclusive property of the Client and the Client shall own all right, title and interest in such Unique Client Deliverable, including any associated documentation, exclusive of any derivative works arising from such Unique Client Deliverable. Except as otherwise set forth herein, ESI and its employees each hereby assigns to the Client all their respective right, title, and interest in and to any and all Unique Client Deliverable created hereunder, including any and all copyrights in the Unique Client Deliverable. The Unique Client Deliverable shall be deemed a "work made for hire" as that term is defined under Section 101 of the U.S. Copyright Act and Client shall be considered the person for whom the work was prepared for purposes of determining authorship of any copyright in the Unique Client Deliverable or ownership of any intellectual property rights therein. Additional Rights. ESI shall retain a world-wide, unlimited, perpetual and royalty -free right to (i) copy and use any applicable software and documentation of the Client internally solely to the extent required to fulfill its obligations under this SOW; (ii) copy and distribute to third parties any ESI proprietary software that performs a general utility function; and (iii) use for any purpose any concepts, ideas or techniques arising from the performance by ESI of the Services under this SOW. ESI shall retain all right, title and interest in and to any software or documentation that is an enhancement to or modification of proprietary software or documentation of ESI incorporated in any Unique Client Deliverable. ESI shall EXHIBIT A PAGE _LS OF Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 grant the Client a world-wide, unlimited, perpetual, and royalty -free right to copy and use any such enhancement, modification, or derivative work. Additional Responsibilities. It is the Client's responsibility to backup and maintain a backup of all data and programs on the Client's systems prior to ESI performing the Services and ruing the term of the SOW. ESI IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE LOSS OF, COURRUPTION OF, OR DAMAGE TO DATA OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF THE CLIENT'S SYSTEM(S) OR NETWORK. The Client acknowledges that ESI's performance and delivery of the Services are contingent upon: (i) the Client providing safe and hazard -free access to its personnel, facilities, equipment, hardware, software, network and information and (ii) the Client's timely decision -making, notification of relevant issues or information and granting of approvals and/or permission. The Client will promptly obtain and provide to ESI any required licenses, approvals or consents necessary for ESI's performance of the Services and may be responsible for developing or providing specific documentation materials and assistance to ESI and agrees to do so in a timely manner. The Client shall timely perform all its obligations as set out in any SOW. The Client shall provide reasonable assistance, cooperation, timely decisions, and support in connection with the provision of the Services by ESI. The Client shall provide ESI with access to and use of all that information, data, and internal resources as is reasonably necessary to deliver the Services. The Client represents and warrants that all information and data supplied to ESI pursuant to this SOW is current, complete, and accurate. The Client shall provide, where applicable, secure access to adequate work space, supplies, facilities (including local and wide area networks), telephones, power, and lighting ("Client Facilities") at no charge. The Client Facilities must be within reasonable proximity to where the Services are to be performed. The Client shall provide timely access and use of Client Facilities and any assets belonging to the Client or any assets which the Client is entitled to use ("Client Assets") necessary to enable ESI to perform the Services. The Client shall ensure that, in the course of accessing or using Client Facilities and Client Assets, ESI shall not be exposed to any materials or conditions which are classified or identified as hazardous, toxic, or unsafe under applicable law and the Client shall comply with all local health and safety law and regulations in respect of such Client Facilities and Client Assets and shall defend, indemnify, and hold harmless ESI and its representatives from and against any and all losses arising out of or in connection with any such claim against ESI or its representatives by any ESI employee, ESI sub -contractor or other third party. The Client shall be responsible for obtaining all consents, approvals, and licenses required by the Client's suppliers, licensors, lessors, government regulators (if applicable), and other third parties which are necessary to support or permit the provision of the Services by ESI under this SOW, at no cost to ESI ("Required Consents"). in the event that one or more Required Consents cannot be obtained by the Client, the parties shall cooperate with each other and take reasonable steps to resolve the matter. ESI shall not be liable for failure to provide the Services or to achieve service levels under this SOW to the extent such failure is caused by, arises out of, or is a result of the Client's failure or inability to obtain any such Required Consents or to otherwise timely provide required documentation, materials and assistance as required herein. ESI shall execute such non -disclosure agreements as the Client's applicable suppliers, owners, licensors, or lessors may reasonably request as a condition of providing Required Consents. The Client shall be responsible for carrying out equipment and technology upgrades, refreshes and replacements for any equipment and technology that is out of scope, as specified in accordance with the provisions of the SOW. Authority. Each party represents and warrants that (i) it has the full corporate right, power, and authority to enter into this SOW, (ii) the execution of this SOW by and the performance of its obligations EXHIBIT _J�j_ PAGE OF`Lc)_ Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (iii) this SOW will constitute the legal, valid, and binding obligation of such party, in accordance with its terms. Limitations of Liability. Except as specifically provided in this SOW, ESI makes no warranties or representations, express or implied, oral or written, arising from course of dealing, course of performance or otherwise, including without limitation, any implied warranties of merchantability, fitness for a particular purpose as to those Services or deliverables provided hereunder, conformity to any representation or description, non-interference, or non -infringement. Notwithstanding any provision of this SOW to the contrary and except for damages arising under the indemnification obligations set forth below, any losses or damages as a result of performance by either party under this SOW shall be limited to the lesser of: (i) the total sum paid pursuant to this SOW as of the date of the initial notice of such claim for losses or damages, or (ii) the actual damages sustained. Under no circumstances shall either party, its officers, directors, employees, affiliates, subcontractors, agents or suppliers be liable for any special, incidental, indirect, consequential or punitive damages of any kind or for loss of profits, loss of business, loss of revenue or loss of data, whether in an action arising in contract, tort, statute or otherwise, even if the other party has been apprised of the likelihood or potential of such damages and whether or not the possibility of such damages is foreseeable; provided, however, that this damages exclusion shall not apply to either party's indemnification obligations hereunder. The Client acknowledges that for purposes of this SOW, 'lost profits' and 'lost revenues' does not include its payment obligations to ESI pursuant to this SOW. Indemnity. Each party ("liable party') shall indemnify, defend and hold harmless the other party (and its affiliates and their respective employees, subsidiaries, officers, directors, consultants and agents) against any claims, actions, damages, losses, expenses, or liabilities, including reasonable attorneys' fees, to the extent brought or asserted against the indemnified party by a third party and arising from any breach of contract, negligence or willful misconduct of the liable party (or any of its employees, subsidiaries, affiliates, officers, directors, consultants and agents). In addition, the Client shall indemnify, defend and hold harmless ESI against any claims, actions, damages, losses, expenses or liabilities, including reasonable attorneys' fees, to the extent brought against ESI by a third party and arising from (i) infringement or misappropriation of any U.S. patent, copyright or other proprietary right attributable to the Client's data, content, software or other materials, or (ii) the Client's use of any Services or ESI deliverables in violation of any law, rule or regulation. An indemnifying party shall have no obligation for indemnification unless the other party promptly gives written notice to the indemnifying party after any applicable matter arises and allows the indemnifying party to have sole control of the defense or settlement of any underlying claim; provided that, the indemnifying party may not settle a claim without the other party's prior written consent if it places liability, obligations or adversely affects the other party, such consent not to be unreasonably withheld. Notice required by this paragraph will be considered prompt as long as there is no material prejudice to the indemnifying party. Publicity. Neither party may divulge the terms of this SOW or make any public statement (including without limitation, reviews or comments published to the internet or similar outlets) about the specifics of the nature, quality or terms of the Services performed or to be performed hereunder without the prior written consent of the other party. Assignment: Successors. Neither party's rights nor obligations under this SOW (except the right to receive money) will be assigned or delegated without the written consent of the other party. This SOW EXHIBIT Q PAGE Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 will inure to the benefit of and be binding upon the respective successors and assigns, if any, of the parties. Notices. Any notices to be provided pursuant to this SOW shall be in writing and shall be deemed given if delivered personally or sent by registered mail, return receipt requested, to such party's address as set forth herein (or at such other address for a party as shall be specified by like notice). Force Majeure. If either party is unable to perform any of its obligations under this SOW because of circumstances beyond the reasonable control of the party, including without limitation, an act of God, fire, casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, exercise or civic unrest, assertion or requirement of any governmental authority, epidemic, or destruction of production facilities (a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything reasonably practicable to resume performance. Upon receipt of such notice, all obligations under this SOW shall be immediately suspended for the period of such Force Majeure Event. Entire Agreement. This SOW contains the entire agreement between Client and ESI with respect to ESI's provision of Services to the Client and this SOW supersedes all prior oral or written agreements, quotes, discussions, negotiations, commitments, writings or understandings, including without limitation, any representations contained in any sales literature, brochures, proposals or other descriptive or advertising material, whether in writing or oral. Governing Law: Venue: Waiver of Jury Trial. This SOW shall be exclusively governed by, interpreted under, and construed in accordance with the laws of the State of Indiana without giving effect to its principles of conflict of laws. The sole and exclusive venue for any disputes, claims, or causes of action, legal or equitable, arising out of or relating in any way to this SOW, shall be in the state courts located in Hamilton County, in the State of Indiana and, in connection therewith, each party hereby agrees and stipulates to the exercise of personal jurisdiction by such courts and that they are subject to personal and subject matter jurisdictions in the State of Indiana for such purposes thereby expressly waiving whatever rights may correspond to either of them by reason of their present or future domicile. The parties hereby waive their rights to a trial by jury in any litigation based on or arising out of this SOW. Should either party take any action or assert any claims against the other party concerning any provision of this SOW or the enforcement of this SOW, the prevailing party (whether by judgment, settlement, or otherwise) shall be entitled, in addition to such other relief as may be granted, to reimbursement of all attorneys' fees, all witness fees, travel costs, court costs and all other costs and expenses incurred. Waiver. No term or provision of this SOW will be deemed waived and no breach will be deemed excused unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other will constitute consent to, waiver of, or excuse for any different or subsequent breach. Counterparts. This SOW may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. EXHIBIT PAGE 0F 21D Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Exhibit A: ,. Acknowledgment of Project Completion Client Name: Date: Project Manager: Project #: This acknowledges that ESI has completed all Services and supplied all deliverables in accordance with this Statement of Work, and the Client has received and accepted such Services and deliverables. Acknowledgment Client Date ESI Engineer / Deliverables Consultant Initials [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] [Enter each deliverable from each phase in SOW here or Remove Line] Remarks: EXHIBIT PAGE OF w Y w #r a EXHIBIT PAGE Because you depend on IT Electronic Strategies, Inc. 6855 Hillsdale Court Indianapolis, IN 46250 317.596.9891 Exhibit B: .. Project Change Request Form Client Name: Date: Submitter: Project M The Client must approve and authorize all changes to the SOW by signing this Project Change Request Form prior to ESI initiating the change. If the Client agrees to the impact and additional cost of the change request, the Client will sign the Project Change Request Form to indicate its approval of the Change Request into the current approved project scope and Statement of Work for the project. Acknowledgment Client Date Description of Change Required Impact (Cost, Schedule, etc.) Initials [Enter each change that is not included in original SOW here] [Enter each change that is not included in original SOW here] [Enter each change that is not included in original SOW here] [Enter each change that is not included in original SOW here] Remarks: 4 s EXHIBIT PAGE EXHIBIT f� PAGE `LO OF.