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HomeMy WebLinkAboutContract 36868 Agilysys Contract No. 071305A A-(J * IYSYS CITY SECRETARY CONTRACT NO. CONSULTING SERVICES AGREEMENT This Agreement is entered into as of March 31s`, 2008 ("Effective Date") (or if no date is filled in, the date of the latest signature below)by and between Agilysys, Inc. ("Agilysys"),with offices at 28925 Fountain Parkway, Solon, Ohio 44139 and City of Fort Worth("Client"),having a place of business at 1000 Throckmorton Fort Worth,Texas 76102. In consideration of the mutual promises and obligations in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Services to be Performed; Statement of Work Agilysys, through its employees and third-party contractors, will perform the consulting services for Client on a project-by-project basis as described in a Statement of Work("SOW"), which shall be attached hereto as Exhibit A and incorporated herein by reference. Consulting services performed under a SOW shall be referred to as "Services". A SOW shall not be effective until it is signed by Agilysys and Client. A SOW may be modified from time to time as mutually agreed by the parties and any changes shall be evidenced by a Project Change Request Form ("PCR Form") signed by Agilysys and Client. Additional SOWS may be added to Exhibit A by mutual agreement of the parties, provided any such SOW complies with this Section 1. Additional SOWS shall be listed as Exhibit A-1,Exhibit A-2,Exhibit A-3,and so forth. 2. Changes;Rescheduling Requests for changes to Services or rescheduling of Services shall be submitted by the requesting party on a PCR Form to the other party thirty(30)days in advance and shall be subject to the consent of the other party. In the event such rescheduling impacts the cost of the Services to be performed under a SOW,the parties will agree upon revised pricing. 3. Fees,Expenses and Invoices (a) Fees. Client shall pay Agilysys for Services as specified in the SOW and any applicable PCR Form. Fees may be fixed or based on time and materials or both, depending on the Client's needs and as mutually agreed. Client agrees to pay any sales, use,ad valorem,or other taxes due in connection with the Services unless Client provides a valid tax exemption certificate to Agilysys. (b) Expenses. Client shall reimburse Agilysys for all reasonable travel and living expenses incurred by Agilysys while performing Services. Agilysys agrees to maintain appropriate records and to submit copies of all receipts necessary to verify such expenses at the time and in the manner prescribed by Client. (c) Invoices. Agilysys shall invoice Client upon the completion of Services or as otherwise specified in the SOW. Long-term projects may require monthly invoices. Payment is due within 30 days from date of invoice. Any amounts payable by Client which remain unpaid after the due date shall be subject to a late charge equal to one percent (1%) per month (or such lower rate as required by law) from the due date until such amount is paid. Invoices will be submitted to the Client's address above,attention: Accounts Payable,unless otherwise requested by Client. _ 4-04-08 P03:44 IN (qpp� car•�/ nRI,, Go `t?krN j�`U H, fix. Agilysys APS Consulting Services Agreement 3 26 08.doc 1 of 5 Agilysys Contract No. 071305A 4. Intellectual Property Unless otherwise agreed in the SOW, Agilysys retains ownership of Agilysys developed skills, designs, processes, procedures,formulas, trade secrets and ideas ("Intellectual Property")that are used in or form a part of the Services or documentation. Agilysys reserves the right to market to other clients the Intellectual Property associated with the Services provided under this Agreement,subject to the obligations of confidentiality in Section 10 herein. 5. Relationship of the Parties (a) The parties are independent contractors and neither party is an employee, agent,partner or joint venturer of the other party for any purpose. Without limiting the foregoing, neither Agilysys nor its employees or third party contractors shall be considered or treated as an employee of Client for tax purposes or for any other purpose. Neither party will have the right,power, or authority to act or to create any obligation,express or implied, on behalf of the other. Agilysys staff performing the Services shall at all times remain under the direction and control of Agilysys. As permitted by law and prior to initiation of Services, if Client provides to Agilysys a written copy of its working hours, work-place rules (including security and safety rules) and/or holiday policy, all personnel provided by Agilysys shall observe such rules or policies while performing the Services at the Client's premises. (b) Agilysys acknowledges that all persons furnished by Agilysys to perform the Services are Agilysys' employees,agents or independent contractors and Agilysys shall be solely responsible for compliance with all laws, rules and regulations applicable to Agilysys and any employee, agent or other person furnished by Agilysys, including without limitation any and all laws, rules and regulations relating to employment, immigration, hours of labor, working conditions, payment of wages and payment of unemployment, social security and other taxes, contributions or withholdings. 6. Client Information and Responsibilities Client shall provide accurate information concerning its business and consulting services needs and shall promptly review and verify the completeness and accuracy of all Services provided by Agilysys to Client under the applicable SOW. Client agrees that where participation by its own staff is necessary in order to assist Agilysys in the provision of Services, such staff shall possess the appropriate skills, experience and authority for the tasks assigned to them, and shall be available at such times as agreed by the parties. Client agrees to designate a member of its staff who shall have the authority to represent Client on all matters relating to the Services. 7. Acceptance of Services Following completion of Services by Agilysys, Client shall provide Agilysys with either: (a) written approval and acceptance of the Services (which shall not be unreasonably withheld); or (b) a written statement of why Client believes the Services do not substantially comply with the specifications in the SOW. 8. Limited Warranty Agilysys warrants to Client that the Services provided under a SOW will be performed in a workmanlike manner in accordance with industry standard and will substantially conform to the agreed to SOW at the time of performance. Agilysys does not warrant results or achievements of Services and Agilysys is not responsible for the work or activity of any non-Agilysys employed personnel (excluding Agilysys' authorized subcontractors). EXCEPT AS SET FORTH IN THIS SECTION 8, AGILYSYS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE OR USE, RIGHTS; AND (C) ARISING FROM A COURSE OF DEALING,CUSTOM OR USAGE OF TRADE OR COURSE OF PERFORMANCE. 9. Limitation of Liability (a) NEITHER PARTY SHALL BE LIABLE IN ANY EVENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH Agilysys APS Consulting Services Agreement 3 26 08.doc 2 of 5 Agilysys Contract No. 071305A THIS AGREEMENT,INCLUDING WITHOUT LIMITATION,LOSS OF USE,INCOME OR PROFIT,OR LOSS OF OR DAMAGE TO ANY PROPERTY OR DATA. (b) EXCEPT FOR LOSS FOR DAMAGE OR LOSS FOR PERSONAL INJURY OR DEATH, IN NO EVENT SHALL AGILYSYS' LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW)EXCEED THE CHARGES FOR SERVICES LISTED IN THE INDIVIDUAL SOW. (c) No action arising out of this Agreement, regardless of the form, may be brought by Client more than two (2) years after Client becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the cause of action. This section shall survive any termination of this Agreement. 10. Confidentiality (a)Confidential Information. In furtherance of a particular project hereunder,either party(the"Disclosing Party") may disclose to the other party (the "Recipient") proprietary and confidential information of the Disclosing Party including, without limitation, information regarding products, services, consulting methodologies, business plans, pricing,marketing and customers of the Disclosing Party("Confidential Information"). (b)Exceptions. Confidential Information does not include information which is: (a) in the public domain other than by a breach of this section on the part of the Recipient; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to the Recipient without any limitation on use or disclosure prior to its receipt from the Disclosing Party; or (d) independently developed by the Recipient; or (e) disclosed pursuant to an applicable law,an order or requirement of a court,administrative agency or other government body. (c) Protection of Confidential Information. To the extent permitted by applicable law, Recipient agrees not to disclose Confidential Information to any third party and to use Confidential Information solely for the purposes of this Agreement. Recipient shall not make any copies of Confidential Information received from the Disclosing Party except as necessary for its employees with a need to know. Recipient will reproduce on all copies of Confidential Information all confidentiality and other proprietary rights notices appearing on the originals. Recipient shall maintain the Confidential Information with at least the same degree of care that Recipient uses to protect its own Confidential Information, but no less than a reasonable degree of care under the circumstances. Recipient shall notify the disclosing party promptly if Recipient has reason to believe that Confidential Information has been disclosed to unauthorized party. (d) Rights and Responsibilities. No license to the Confidential Information is either granted or implied by the disclosure of Confidential Information. The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party if the Recipient discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including injunctive relief, are appropriate in the event of a breach hereof. The obligations of this Section 10 shall continue for a period of three(3)years from termination of this Agreement or the completion of Services, whichever is later. Upon request by the Disclosing Party, within ten (10) days of the termination of this Agreement, the Recipient shall return all Confidential Information received from the Disclosing Party. 11. Insurance Agilysys shall maintain, at Agilysys' expense, the following insurance coverage: (i) Commercial General Liability Insurance for bodily injury and property damage with an aggregate limit of liability not less than $1,000,000, (ii) workers' compensation insurance as required by law, and (iii) automobile liability insurance not less than $1,000,000.00 in coverage. Upon Client's request, Agilysys will provide a certificate evidencing such insurance coverage. 12. Non-solicitation Agilysys APS Consulting Services Agreement 3 26 08.doc 3 of 5 Agilysys Contract No. 071305A During the term of this Agreement and for six months thereafter, Client will not employ or solicit for employment any employee of Agilysys who provided Services to Client under any SOW, unless agreed in writing by Agilysys. This provision will not restrict Client from hiring employees or persons who approach Client without having been personally and individually solicited by Client. For example,but not by way of limitation,Client shall be entitled to hire or otherwise retain personnel of Agilysys whose services are offered through any means of employment or contracting agency, as well as a result of individual and more personal contacts made and arising out of media advertisements,job fairs and other such functions. 13. Termination (a) Term. The initial term of this Agreement shall be one (1) year from the Effective Date and will automatically renew for additional one-year periods unless earlier terminated as set forth herein. (b) Termination Without Cause. Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to the other party. If this Agreement is terminated without cause, the parties will mutually agree upon completion of Services under an outstanding SOW. (c) Termination With Cause. Either party may terminate this Agreement in the event of a breach of this Agreement by the other party, which breach is not cured within thirty (30) calendar days of receipt of the written notice. If Client terminates this Agreement for cause and requests that a SOW also terminate, Agilysys shall cease providing Services as and when requested by Client. If Agilysys terminates this Agreement for cause, Agilysys shall have the right to immediately cease providing Services under a SOW. (d)Obligations Upon Termination. If either party terminates this Agreement as specified in this Section 13,Client shall pay Agilysys all outstanding invoices and all invoices that are issued after the termination date, for Services performed up to the effective date of termination and including expenses as specified in Section 3(b). 14. Miscellaneous (a) Entire Agreement. This Agreement, together with the SOW(s), is the complete agreement between the parties and supersedes all other agreements between the parties relating to the subject matter of this Agreement. (b)Modification. No modification or amendment of this Agreement will be valid unless in writing and signed by both parties. (c) Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other default or breach. (d) Applicable Law. This Agreement will be interpreted under the laws of the state of Texas without regard to its conflicts of law provisions. (e) Construction. To the extent any terms of a Statement of Work are additional terms to this Agreement, the Statement of Work shall govern. To the extent any terms of a Statement of Work conflict with the terms of this Agreement,this Agreement shall govern. (f) Force Majeure. Except for Client's payment obligations, neither party will be liable for any delay in performance hereunder if such delay is due to causes beyond the reasonable control of such party. Such causes will include, without limitation, fires, floods, strikes or other labor disputes, war, criminal disturbances, power failure, acts of God and restrictions imposed by any governmental agency. In the event such delay or nonperformance extends beyond thirty(30) days, either party may, at its option, cancel any portion of this Agreement and/or extend any date upon which any performance is due,and neither party will assess any damages against the delaying party in such event. (g) Severability. if any provision of this Agreement is held to be invalid or unenforceable, such provision will be read in order to give effect to such term to whatever extent permissible under the law, and the remaining provisions will remain in full force. Agilysys APS Consulting Services Agreement 3 26 08.doc 4 of 5 Agilysys Contract No. 071305A (h)Compliance with Laws. Both parties will perform their respective obligations under this Agreement in compliance with all material respects with all applicable laws,rules and regulations. (i) Headings. The headings of this Agreement are included for convenience only and do not affect the meaning or construction of the provisions herein or the parties'respective rights and obligations hereunder. (i)Survival. The following provisions of this Agreement shall survive termination:3,4,5,8,9, 10, 12(d), 13 and 14. 0) Notices. All notices required under this Agreement will be sent to Agilysys at 11545 Wills Road, Suite 100, Alpharetta, GA 30004 Attn: APS Project Manager with a copy to 28925 Fountain Parkway., Solon, OH Attn: Legal Department and to Client at the address contained in the first paragraph of this Agreement or to such other address as may be provided by the parties in writing. (k)Assignment. Neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party,which consent will not be unreasonably withheld. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the dates written below. Agilysys, Client By: By: -*J-- Authorized a re Authorized Signature FerossJo CosTa Name/�(p�rGnt orr type) .� 1Name(print or type)AcI..s A,s/s h-+CrT4 ft*1.3er Title a �j Title 4r+`/oe Date Date APPROVED AS TO FO M 114 ' G��ALITY: ASSISTA T CITY ATTORNEY Attested By: 11A kLL Op..ty H, ng-*Ckv - = 22ff :� II IUI p/s/\� p n 0 : :OM:&:CR>:�UIRI;D Agilysys APS Consulting Services Agreement 3 26 08.doc 5 of 5 Agily§y§ ' • ' • •r r REQUEST DATE: 02/07/2008 CONTACT: COMPANY: Fort Worth Water Department PROJECT ID: APS-C32371 CUSTOM SERVICE: VMware and Blade Chassis switch review Instructions for Statement of Work and Resource Scheduling We sincerely appreciate your business. To expedite resource scheduling, please sign and return this statement of work along with a purchase order or letter of intent. If using the digital signature option, please assign your ID then use the"Submit By Email"button on the signature page to automatically route to servicenter@agilysys.com. Scanned images can also be sent to the same email address.Alternatively, you can fax to the APS Services Center at 770-234-6667. If you have questions, please contact the APS Services Center at 800-401-8901 or+1 770-625-6500 for local customers or those outside North America. APS Services Center Disclaimer.All services are subject to final approval by Agilysys, Inc. PAGE 1 OF 10 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 STATEMENT OF • ' FOR CUSTOM Agily§y§ Exhibit A-1 Fort Worth Water Department will hereunto be referred to as 'Client'. This Services Proposal ("Statement of Work"or"SOW") is being presented to you based upon your needs for contract information technology services and is made between Agilysys, Inc. ("Agilysys") and("Client").Agilysys Professional Services("APS")will provide the services outlined in this SOW. The terms of this Statement of Work supplement Agilysys' General Terms and Conditions of Sale or other executed contract between the parties governing services to be performed by APS (referred to hereafter as"Terms and Conditions"). To the extent there is a conflict between the terms of this Statement of Work and the Terms and Conditions, the Terms and Conditions shall govern.To the extent this Statement of Work contains additional terms to the Terms and Conditions, the Statement of Work shall govern.Any amendment, waiver or other alteration of these Terms and Conditions shall be effective only if made in a writing signed by both parties. Client Background Information Agilysys has been requested to assist with the review and configuration of Fort Worth Water Departments HP Blade Chassis switch environment, perform a VMWare VirtualCenter upgrade with the installation of one new ESX server, migrate one VM, upgrade ESX Host from 3.0 to 3.5 and run a test of Motion for failover purposes. No application integration or data migration will be performed by Agilysys Professional Services. Agilysys Professional Services will provide the consulting resources to accomplish the implementation of the hardware and software as outlined in this proposal. Services to be covered in this Proposal Kick Off Meeting: • Hold Kick-off meeting to define roles and responsibilities • Provide project management and planning skills needed to complete the project• Discuss communication plan and identify POC for Client and Agilysys • Identify issue escalation plan for Client and Agilysys • Identify status meeting and report schedule • Discuss project timeline and critical milestones • Identify project critical success factors PAGE 2 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 Agily§y�* SERVICES. Planning: During the Planning Phase, Agilysys Professional Services provides a Project Manager and Consultant to work closely with Client assigned staff to develop an appropriate project schedule. Project Management is conducted remotely and will perform the following: •Conduct a Project meeting with the Agilysys sales team, delivery consultant(s), and customer staff •Validate customer requirements •Verify scope and review deliverables • Review customer acceptance criteria for signoff and completion Perform Tasks: The perform tasks include all Consulting Services as described below as well as test and verification of a successful configuration and implementation. • Review of current switch setup •Assist with proper configuration of the switches • Provide recommendations for improvements on switch configuration •Apply best practices for networking the enclosure • Document entire networking portion of enclosure. • Review the current implementation of the storage configuration for VMware • Recommend and help implement improvements for the storage design • Install one instance of ESX v3.5 on a new blade server • Upgrade one instance of VirtualCenter from v2.x to v2.5 • Migrate the current guest VM to the new host • Upgrade current VMware ESX v3.Ox host to v3.5 •Test VMotion and failover through HA policy • Document the Virtual environment •Apply Best Practices in all cases and knowledge transfer PAGE 3 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 Agil s s • - • - CUSTOM y. y. 0 Documentation: Provide a configuration report which outlines the components and configuration details of the products being installed and configured during this engagement. Skills Transfer: Conduct a Functional Overview of this project to familiarize Client staff(up to two designated employees) with the implemented products. The Functional Overview will be focused around the initial installation settings and basic administrative functions of the installation and configuration addressed in this service. The Functional Overview is not a substitute for the formal manufacturer Client Education. More information about manufacturer education is available through your Agilysys Account Executive. Optional Services: Completion Criteria Agilysys has completed its responsibilities related to this Statement of Work when the above tasks are completed. Out of Scope Agilysys is responsible to perform only the Consulting Services described in this Statement of Work. Any additional services discussed or implied that are not defined explicitly by this SOW will be considered out of Scope Work Location: Company Name: Fort Worth Water Department Building Name: Address: SCADA, 1511 11th Avenue City, State, Zip: Fort Worth,TX, 76102 Country: United States Contact Name: Monica Fonseca Contact Phone: 817-392-8632 Contact Fax: Contact Email: Monica.Fonseca@fortworthgov.org Other instructions: Client Responsibilities You agree to: PAGE 4 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 Agily§yS STATEMENT OF WORK . SERVICES • Designate a representative who will be the focal point for all communication with us relative to this Proposal and will have the authority to act on your behalf in matters regarding this Proposal. • If required for this engagement designate up to two representatives to receive basic skill instruction on the administrative tasks, system installation and configuration activities performed by APS. • Participate in the planning/discovery meeting with APS to agree on desired hardware configuration and software programs that will be loaded/migrated by APS. • All work needs to be agreed to in advance by both parties. • Provide necessary infrastructure information (TCP/IP addresses, node names and network configuration). • Provide necessary application"Start"and"Stop"scripts, if necessary. • Have the new system (including cabling)and all Programs, manuals and other documentation required to enable us to perform the Service outlined in this SOW available at your site prior to APS personnel arrival. • Make any required repairs to machines prior to APS services specialist arrival. • Provide suitable workspace with telephone access for our services specialist while working on your premises. • Provide access to the system during the hours stated in this SOW (8:30 AM to 5:30 PM Monday through Friday, excluding holidays, unless otherwise agreed upon). • Any holidays or non-work days that may impact the project should be discussed in advance. • Provide the license keys, user ID parameters, passwords and other related information, which is required to enable us to complete this service. • Provide suitable and sufficient storage media and equipment/software for the backup of each system/data image upon completion of work described in this SOW. • Upon our completion of installation and customization tasks, it will be your responsibility to load your applications, load your data and verify the system backup. • Client shall pay(and prices do not include)all sales, use, services, excise, tariffs, duties or similar taxes or charges unless Client provides Agilysys with a valid tax exemption certificate(s). • Receipts for all Travel and Living expenses less than $ 10.00 per item that are reasonable and customary will not be provided (for example to include but not limited to: vending machine, toll receipts, and fast-food receipts). Key Assumptions: PAGE 5 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 ils s WORK FORSERVICES y. y The systems are pre-assembled and tested prior to delivery to site. (Manufacturer or SIVAC). • All Network Cabling between the Network Cabinets and the System location is installed and tested. •All Power requirements have been provided. •All Air conditioning requirements have been met. •All work will be performed during normal business hours, Monday through Friday, 8:30 a.m.to 5:30 p.m., except holidays, unless otherwise agreed upon. • All tasks will be performed over a consecutive time frame unless otherwise agreed to by APS and the client • The Client will be responsible for all networking issues, system hardware failures, missing parts, missing tapes/media documentation and compatibility issues. • The Client will ensure that the APS engineer has access to the Internet to download the appropriate patches should this be required. • The Client Systems Administrator will be on hand to resolve any issues with the existing environment, network or Domain. • ALL configuration and Setup information has been discussed and agreed upon during the Planning Session. Services Pricing The work outlined in this Statement of Work will be performed by APS for a fixed price. Travel & Living expenses are outlined below APS Services Pricing (Normal Work Hours): $9,000.00USD Travel and living expenses are included in the services price. Project Change Control The change control process is used to affect changes to the scope or cost of the project and the subsequent changes to the Statement of Work or project plan. Controlling changes keeps the project within scope, as defined in the Technical Proposal, Cost Proposal, Statement of Work, System Architecture and Design and project plan. Project Change Control ensures that only mandatory changes are addressed. Change Requests can be initiated by either the Agilysys Project Manager or by the Client Project Manager. The Client Project Manager can then assess the PAGE 6 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 STATEMENT OF • FOR • AgilyeyS. . cost and benefit tradeoffs associated with requested changes. The Consultant Project Manager and the Client Project Manager are the points of contact for administering change control. Each is responsible for identifying and controlling changes, and both must approve change requests prior to their investigation and implementation. Project Change Request Form The Consultant Project Manager provides the Project Change Request(PCR)form, and instructions for completing this form to the Client Project Manager. The PCR describes the proposed change, the reason for the request, and identifies the initiator. It also provides a statement of the estimated effect that implementation of each change will have on the project hours, schedule, and cost.The Consultant Project Manager then assigns a sequential control number to each PCR. Project Change Requests can be made at any time during the project by either party, and must be made whenever a change that affects scope or cost is contemplated. Since a change could affect the cost, schedule, or other terms, both the Client Project Manager and the Consultant Project Manager must review and approve each change prior to amending the Statement of Work and the project plan, and then implementing the change. TERMS Prices are valid for 60 days provided work commences within 60 days of this SOW date. Any travel and living expenses arising out of changes to this SOW will be billed at actual cost unless otherwise specified in a Project Change Request(PCR).Agilysys Professional Services must be notified at least two weeks in advance to schedule this project. Changes to the start date once the work is booked are subject to APS resource availability. Agilysys will invoice Client, at Terms Net 30, for the services performed under this SOW. No Solicitation To Hire: During the term of this SOW and for a period of one(1)year following termination or expiration of this SOW, each party agrees not to solicit to hire, hire or cause to hire the other party's personnel, or employees or subcontractors directly or indirectly without express written permission from the the other party. Both parties shall be entitled, in addition to any other remedies at law or in equity, to obtain injunctive relief. PAGE 7 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 STATEMENT OF • ' • ' CUSTOM Agily§y�f . Limited Warranty: Unless otherwise expressly agreed in writing by Agilysys,Agilysys warrants the Work for a period of 30 days from the date of the performance of the Work to the Client or its designated receiver of the services.Agilysys does not warrant results or achievements of the Work and Agilysys is not responsible for the work or activity of any non-Agilysys employed personnel (excluding Agilysys'authorized subcontractors). Limitation of Damages: Buyer shall in no event be entitled to, and Agilysys shall not be liable for indirect, special, incidental or consequential damages of any nature, including, but not limited to, loss of profit, promotional and/or manufacturing expenses, overhead, injury to reputation and/or loss of customers. Acceptance: All parties agree to the responsibilities and work outlined in this SOW. Upon completion of the Services,Agilysys will present the Client with an acceptance form for signature, evidencing the Client's acceptance of the Services. The Client agrees to promptly sign and return the acceptance PAGE 8 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 A, .111�SyS STATEMENT OF WORK FOR CUSTOM SERVICES form to Agilysys or, in the alternative, to notify Agilysys of any issues concerning the Services. If Agilysys does not receive the acceptance form within ten (10) business days from receipt, the Services will be deemed accepted by the Client. The Client agrees to pay Agilysys for the Services performed pursuant to this SOW.This Agreement must be signed by all parties and returned to APS with a Purchase Order from the Client for the services outlined above prior to any resources being allocated or deployed by APS. PAGE 9 OF 1 0 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 Agily�y� STATEMENT • • ' • ' CUSTOM , Custom Service:vMware and Blade Date Requested: 02/07/2008 Chassis switch review Services by. Agreed to bv: o� t 4i Agilysys, Inc. FertWa H-Wate, seps.t i.e.,� Professional Services SCADA, 1511 11th Avenue 11545 Wills Road Fort Worth,TX,76102 Suite 100 Alphare , GA 3 ,004 By: By: d sigyq' Authorized signature Name: y 41&0L1AVL1 Name: fgrn,4qJ4 Co.+a Date: ea-1 A090 Date: 4/4/o$ Phone: (800)401-8901 Phone: sn•sn.eo+z Fax: (770)234-6667 Fax: 9A 3'2•Solt E-mail: servicenter@agilysys.com E-mail: @ A_gilvsys Representative: Name: Emily Arbuckle Phone: 214-764-6905 �������� �� �� Email: emily.arbuckle@agilysys.com 6e ASSISTANT CITY ATTORNEY f Disclaimer:All Services are subject to final approval by Agilysys, Inc. AA iL4, Marty Hens" NO M&C REQUIRED PAGE 10 OF 10 Agilysys Professional Services APS-C32371 02/07/2008 11545 Wills Road, Suite 100 Alpharetta, Georgia 30004 (800)401-8901 TE ACORD. CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 04/O2/2008 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willie North America, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Scm 305191 Rushville, TN 37230SISI INSURERS AFFORDING COVERAGE NAIC# INSURED Agilysys Inc and its subsidiaries INSURERA: St. Paul Fire & Marine Insurance Company 24767-001 Solon lO Parkway Solon, OHR 44139 INSURERB:St. Paul Fire & Marine Insurance C 24767-002 441 INSURER C. INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR TYPE OF INSURANCE POLICY NUMBER L.ICYnow POLJCYEXPIRAum LIMITS A X GENERAL LIABILITY TE03400827 9/l/2007 9/l/2008 EAgCCMHppOCCURRENCE $ 11000,000 X COMMERCIAL GENERAL LIABILITY REM ESO=re ce $ 1,000,000 , OO 00 CLAIMS MADE rx-1 OCCUR MED EXP Any one person) $ 1 O 0 O X Sm. Benefita Liab, PERSONAL&ADV INJURY $ 1,000,000 X OR Stop Gap incl, GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMPIOPAGG $ 2.000,000 POLICY E OT X LOC A AUYOMOSILELIABILITY TE03400827 9/l/2007 9/l/2008 COMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO (EA ecddeM) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per P—) HIRED AUTOS BODILY INJURY NONOYVNEDAUTOS (Persociderd) _ 01,000, Collision De PROPERTYDAMAGE d (Peracciderd) $ GARAGELIASILfTY AUTO ONLY-EAACC(DENT $ ANYAUTO OTHERTHAN EAACC $ AUTOONLY: AGG $ A EXCESSIUMBRELLALL4B IL" TE03400827 9/l/2007 9/l/2008 EACHOCCURRENCE $ 10,000,000 7X OCCUR CLAIMS AGGREGATE $ 10,000,000 S DEDUCTIBLE $ RETENTION $ 10.000 $ A EMPLOYERS COMPENSATION AND HHU 778OC17307 9/l/2007 9/l/2008 X W YSTL irs ER ANY PROPRIETORIPARTMER/D(ECURVE E.L.EACH ACCIDENT $ 500,000 OFFICERIMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ 5 lo 0 0 1f yes,describe under SPECIAL PROVISIONS bew E.L.DISEASE-POLICYL(M- $ B OTHERTechnology grrore TH034007 3 9/l/2007 1 2008 $5,000,000 Bach Error and Omissions $5,000,000 General Total Limit Deductible $1,000,000 Each Wrongful Act O O T tal Deductible DESCRIPTION OF OPERATIONSJLACATIONSIVEWCLESID(CLUSIONS ADDED BY ENDORSEMENTISPEC AL PROVISIONS It is agreed that the City of Fort Worth is included as Additional Insured on Commercial General Liability as its interest may appear. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO$O SHALL City of Fort Worth IMPOSE NO OBLIGATION OR LIABILITY OF ANY IOND UPON THE INSURER,ITS AGENTS OR Attn: Julie Smith REPRESENTATIVES. 1000 Throckmorton AU EN7ATTVE Forth Worth, TX 76102 ACORD 25(2001108) Coll:2311632 Tpl:679924 Ce t: OS 646 ©ACORD CORPORATION 1988 Page 2 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACOR025(2001=) Coll:2311632 Tp1:679924 Cert:10519646