HomeMy WebLinkAboutInfor (US) - Software Services - Amdt. - 2016AMENDMENT TO SOFTWARE SERVICES AGREEMENT
This Amendment ("Amendment") modifies the Software Services Agreement
entered into between lnfor (US), lnc. (formerly lnfor Global Solutions (Michigan), lnc.)
("lnfor") and the City of Fresno, a California Municipal Corporation ("Licensee-'¡ on May
2008 for the purpose of increasing the Scope of Work by lnfor to include the
igration Requirement Gathering as described in Exhibit A, and is effective
,2016. All of the capitalized terms not othenryise defined in this Amendment have the
same respective meanings as contained in the Agreement. The sections of the
Agreement that are not expressly modified or replaced by this Amendment shall remain
in effect pursuant to their terms.
1. Section 6(a) is deleted in its entirety and replaced with the following:
Right of Termination.
(aX1) lf either pafi materially breaches any material obligation in this Services
Agreement or a Work Order (lncluding, without limitation, any obligation to pay
fees), and fails to remedy such breach (if such breach can be remedied)within
thirty (30) days of receipt of written notice of such breach, the other party may
terminate this Services Agreement (including all Work Orders hereunder).
Notwithstanding the foregoing, to the extent such material breach cannot be
remedied through efforts of the breaching party, the other party has the right to
terminate this Services Agreement (including all Work Orders hereunder) on
less than thirty (30) days' written notice. Notice to lnfor of an alleged breach of
warranty will not constitute a notice of termination of this Agreement.
(aX2) This Agreement shall terminate without any liability of Licensee in the
event that: (i) Infor files for protection under the federal bankruptcy laws, or any
bankruptcy petition or petition for receiver commenced by a third party against
lnfor; (ii) Licensee provides thirty (30) calendardays priorwritten notice, without
æuse, to lnfor of termination; or (iii) Licensee's non-appropriation of funds
sufficient to meet its obligations hereunder during any Licensee fiscal year of
this Agreement, or insufficient funding for a Services Work Order.
2. The following will be added to the Agreement as Section 6(e):
6(e). Additional Termination Provisions. ln no event shall any payment by
Licensee pursuant to this Agreement constitute a waiver by Licensee of any
breach of this Agreement which may then exist on the part of lnfor, nor shall
such payment impair or prejudice any remedy available to Licensee with
respect to the breach. Upon any breach of this Agreement by the a party, and
subject to the cure periods set forth herein, the non-breaching party may (i)
exercise any right, remedy or privilege available to it under this Services
Agreement, (ii) proceed by appropriate court action to enforce the terms of the
Agreement; and (iii) subject to Section 12(Limitations of Liability), recover direct
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damages for the breach of the Agreement. lf it is determined that Licensee
improperly terminated this Agreement for default, such termination shall be
deemed a termination for convenience pursuant to Section 6(aX2Xii) above.
lnfor will provide the Licensee with reasonable written assurances of future
performance, upon Licensee's reasonable written request, in the event that
lnfor fails to comply with any material terms or conditions of this Agreement.
3. The first sentence of Section 1l (Ghoice of Law; Severability) is deleted
and replaced with the following:
This Services Agreement will be governed by and construed under the laws of
the State of California, as applicable to agreements executed and wholly
performed therein, but without regard to the choice of law provisions thereof.
Venue for legal act¡on shall be a court of competent jurisdiction in the County
of Fresno, California.
4. The following is added to the Agreement as Section 16:
Professional Skill. lt is further mutually understood and agreed by and
between the parties hereto that inasmuch as lnfor represents to Licensee that
lnfor and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to
perform the services agreed to be done by it under this Agreement, Licensee
relies upon the skill of lnfor and any subcontractors to do and perform such
services in a skillful manner and lnfor agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by Licensee shall not operate as a release of lnfor or any
su bcontractors from sa id professíona I sta nd a rds.
5. The following is added to the Agreement as Section l7:
lndemnification. To the furthest extent allowed by law, CONSULTANT shall
indemnify, hold harmless and defend CITY and each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines,
penalties, forfeitures, costs and damages (whether in contract or tort) for third
party claims for death, personal injury or damage to real or tangible personal
property to the extent caused by CONSULTANT's gross negligence or willful
misconduct.
CONSULTANT's obligations under this indemnification are expressly
conditioned on the following: (i) the CITY must promptly notify the
CONSULTANT of any such claim; (ii) CITY must in writing grant
CONSULTANT sole control of the defense of any such claim and of all
negotiations for its settlement or compromise (if CITY chooses to represent its
own interests in any such action, CITY may do so at its own expense, but such
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representation must not prejudice CONSULTANT's right to controlthe defense
of the claim and negotiate its settlement or compromise); and (iii) CITY must
cooperate with CONSULTANT to facilitate the settlement or defense of the
claim.
lf CONSULTANT should subcontract all or any portion of the services to be
performed under this Agreement, coNSULTANT shall require each
subcontractor to indemnify, hold harmless and defend CITY and each of its
officers, officials, employees, agents and volunteers in accordance with the
terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
The following is added to the Agreement as Section 1B:
lnsurance.
(a) Throughout the life of this Agreement, CONSULTANT shail pay for
and maintain in fullforce and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance company(ies)
either (i) admitted by the Califomia lnsurance Commissioner to do business in
the State of California and rated no less than "A-Vll" in the Best's lnsurance
Rating Guide, or (ii) as may be authorized in writing by clry's Risk Manager
or his/her designee at any time and in his/her sole discretion. The required
policies of insurance as stated in Exhibit B shall maintain limits of liabiliÇ of not
less than those amounts stated therein. However, the insurance limits
available to clrY, its officers, officials, employees, agents and volunteers as
additional insureds, shall be the greater of the minimum limits specified therein
or the full limit of any insurance proceeds to the named insured.
(b) lf at any time during the life of the Agreement or any extension,
CONSULTANT or any of its subcontractors\sub-consultants failto maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to CONSULTANT shall be withheld until notice is received by
CITY that the required insurance has been restored to full force and effect and
that the premiums therefore have been paid. Any failure to maintain the
required insurance shall be sufficient cause for CITY to terminate this
Agreement. The phrase "failto maintain any required insurance" shall include,
without limitation, notification received by CITY that an insurer has commenced
proceedings, or has had proceedings commenced against it, indicating that the
insurer is insolvent.
(c) The fact that insurance is obtained by CONSULTANT shall not be
deemed to release or diminish the liability of CONSULTANT, including, without
limitation, liability under the indemnity provisions of this Agreement. The duty
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to indemnify CITY as descríbed in Section 17 shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be
provided by CONSULTANT. Subject to the terms of this Agreement, approval
or purchase of any insurance contracts or policies shall in no way relieve from
liability nor limit the liability of CONSULTANT, its principals, officers, agents,
employees, persons under the supervision of CONSULTANT, vendors,
suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone
employed directly or indirectly by any of them, except as set forth herein.
(d) lf CONSULTANT should subcontract all or any portion of the services
to be performed under this Agreement, CONSULTANT shall require each
subcontractor/sub-consultant to provide insurance protection, as an additional
insured, to the CITY and each of its officers, officials, employees, agents and
volunteers in accordance with the terms of this section, except that any required
certifícates and applicable endorsements shall be on file with CONSULTANT
and CITY prior to the commencement of any services by the subcontractor.
CONSULTANT and any subcontractor/sub-consultant shallestablish additional
insured status for CITY, its officers, officials, employees, agents and
volunteers.
7. The following is added to the Agreement as Section 19:
Conflict of lnterest and Non-Solicitation.
(a) Prior to CITY'S execution of this Agreement, CONSULTANT shall
complete a City of Fresno conflict of interest disclosure statement in the form as
set forth in Exhibit C. During the term of this Agreement, CONSULTANT shall
have the obligation and duty to immediately notify CITY in writing of any change to
the information provided by CONSULTANT in such statement.
(b) CONSULTANT shall comply, and require its subcontractors to
comply, with all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local conflict
of interest laws and regulations including, without limitation, California Government
Code Section 1090 et. seq., the California Political Reform Act (California
Government Code Section 87100 et. seq.) and the regulations of the Fair Political
Practices Commission concerning disclosure and disqualification (2 California
Code of Regulations Section 18700 et. seq.). CONSULTANT shall take, and
require its subcontractors to take, reasonable steps to avoid any appearance of a
conflict of interest. Upon discovery of any facts giving rise to the appearance of a
conflict of interest, CONSULTANT shall immediately notify CITY of these facts in
writing.
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(c) ln performing the work or services to be provided hereunder,
CONSULTANT shall not employ or retain the services of any person while such
person either is employed by clTY or is a member of any clTY council,
commission, board, committee, or similar CITY body. This requirement may be
waived in writing by the City Manager, if no actual or potential conflict is involved.
(d) CONSULTANT represents and warrants that it has not paid
agreed to pay any compensation, contingent or otherwise, direct or indirect,
solicit or procure this Agreement or any rights/benefits hereunder.
(e) Neither CONSULTANT, nor any of CONSULTANT'S subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other contract in
connection with this Project unless fully disclosed to and approved by the Gity
Manager, in advance and in writing. CONSULTANT and any of its subcontractors
shall have no interest, direct or indirect, in any other contract with a third party in
connection with this Project unless such interest is in accordance with all
applicable law and fully disclosed to and approved by the City Manager, in advance
and in writing. Notwithstanding any approval given by the City Manager under this
provision, CONSULTANT shall remain responsible for complying with Section 9(b),
above.
(f) lf CONSULTANT should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, CONSULTANT
shall include the provisions of this Section 19 in each subcontract and require its
subcontractors to comply therewith.
(g) This Section 19 shall survive expiration or termination of this
Agreement.
8. The following is added to the Agreement as Section 20:
Nondiscrimination. To the extent required by controlling federal, state and local
law, CONSULTANT shall not employ discriminatory practices in the provision
of services, employment of personnel, or in any other respect on the basis of
race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject
to the foregoing and during the performance of this Agreement, CONSULTANT
agrees as follows:
(a) CONSULTANT will comply with all applicable laws and
regulations providing that no person shall, on the grounds of race, religious
creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status
or
to
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as a disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination under
any program or activity made possible by or resulting from this Agreement.
(b) CONSULTANT will not discriminate against any employee or
applicant for employment because of race, religious creed, color, national
origin, ancestry, physicaldisability, mentaldisability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or
veteran of the Vietnam era. CONSULTANT shall ensure that applicants are
employed, and the employees are treated during employment, without regard
to their race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such
requirement shall apply to CONSULTANT'S employment practices including,
but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training, including
apprenticeship. CONSULTANT agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the
provision of this nondiscrimination clause.
(c) CONSULTANT will, in all solicitations or advertisements for
employees placed by or on behalf of CONSULTANT in pursuit hereof, state
that all qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam
era.
(d) CONSULTANT will send to each labor union or representative
of workers with which it has a collective bargaining agreement or other contractor understanding, a notice advising such labor union or workers'
representatives of CONSULTANT'S commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) lf CONSULTANT should subcontract all or any portion of the
services to be performed under this Agreement, CONSULTANT shall cause
each subcontractor to also comply with the requirements of this Section 12.
9. The following is added to the Agreement as Section 2l:
lndependent Contractor.
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(a) ln the furnishing of the services provided for herein,
CONSULTANT is acting solely as an independent contractor. Neither
CONSULTANT, nor any of its officers, agents or employees shall be deemed an
officer, agent, employee, joint venturer, partner or associate of CITY for any
purpose. CITY shall have no right to control or supervise or direct the manner or
method by which CONSULTANT shall perform its work and functions. However,
CITY shall retain the right to administer this Agreement so as to verify that
CONSULTANT is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint
venture between CONSULTANT and CITY. CONSULTANT shall have no
authority to bind CITY absent CITY'S express written consent. Except to the extent
otherwise províded in this Agreement, CONSULTANT shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor,
CONSULTANT and its officers, agents and employees shall have absolutely no
right to employment rights and benefits available to CITY employees.
CONSULTANT shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits. ln
addition, together with its other obligations under this Agreement, CONSULTANT
shall be solely responsible, indemnify, defend and save CITY harmless from all
matters relating to employment and tax withholding for and payment of
CONSULTANT'S employees, including, without limitation, (i) compliance with
Social Security and unemployment insurance withholding, payment of workers'
compensation benefits, and all other laws and regulations governing matters of
employee withholding, taxes and payment; and (ii) any claim of right or interest in
CITY employment benefits, entitlements, programs and/or funds offered
employees of CITY whether arising by reason of any common law, de facto,
leased, or co-employee rights or other theory. lt is acknowledged that during the
term of this Agreement, CONSULTANT may be providing services to others
unrelated to CITY or to this Agreement.
l0.The following is added to the Agreement as Section 22:
Binding. Once this Agreement is signed by all parties, it shall be binding upon,
and shall inure to the benefit of, all parties, and each parties' respective heirs,
successors, assigns, transferees, agents, servants, employees and
representatives.
11.The following is added to the Agreement as Section 23:
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Compliance With Law. ln providing the services required under this Agreement,
CONSULTANT shall at all times comply with all applicable laws of the United
States, the State of California and CITY, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
12.The following is added to the Agreement as Section 24:
Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
13.The following is added to the Agreement as Section2S:
lnterpretation. The parties acknowledge that this Agreement in its final form is
the result of the combined efforts of the parties and that, should any provision of
this Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
14.The following is added to the Agreement as Section 26:
No Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as
identified in the preamble of this Agreement. Notwithstanding anything stated to
the contrary in this Agreement, it is not intended that any rights or interests in this
Agreement benefit or flow to the interest of any third parties.
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lN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
Calífornia, the day and year first above written.
CITY OF FRESNO,
a Cali
By:
By: -VCtø1¡.^
Name: ß *c/ fttìn¿-DePutY M *on * *î?;l-Vzlasl^rc a
nte: ìtc relarul
,
Treasurer, Secretary or Assistant
t/u/1, secretary)
ATTEST:
WONNE SPENCE, CMC
City Clerk
Deputy City Attorney
Addresses:
CITY:
Gity of Fresno
Attention: [Name],
fiitle]
[Street Address]
Fresno, CA [Zip]
Phone: (559) t#I
FAX: (559) [#]
Attachments:
1 . Exhibit A: Scope of Work
2. Exhibit B: Insurance Requirements
3. Exhibit C: Disclosure of Conflict of
lnterest
(if corporation or LLC, Board
Chair, Pres. or Vice Pres.)
Any Applicable Professional License:
Number:
Name:
Date of lssuance:
CONSULTANT:
[Consultant Name]
Attention: [Name],
['itle]
[Street Address]
[City, State Zip]
Phone: [area code and #]
FAX: [area code and #]
[Consulþnt Name],ç,rç',.LÌùbW
Title:
APPROVED AS TO FORM:
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Exhibit A
SCOPE OF WORK
Hansen 7 Migration Requirement Gathering
Objective: Conduct onsite and offsite workshops and interviews to define and develop the
scope for the migration of the City of Fresno's current Hansen V7 users and Departments to
IPS (Hansen) 8.x, and integrating it with other City software platforms; this effort will also
include the development of a complete Statement of Work document specific to Fresno's
requirements and the items discussed during the workshops, a proposed project schedule,
and a cost and level-of-effort estimate for the migration.
Project Scope
lnfor will provide the following services:
1) Conduct onsite (and offsite/remote, as required) requirements-gathering interviews with
current Hansen 7 functional and technical units for City of Fresno departments. ln
general, workshop and onsite activities will likely include at least 2 consultants onsite,
as well as a Project Director and/or Solution Architect, depending on schedule, agenda,
and topics being covered. Specialized expertise (mobility, GlS, etc.) will be utilized as-
needed.
(a) An agenda will be provided for these workshops, however they will
encompass:
(i) Requirements gathering interviews for any and all non-standard
Hansen v7 functions, such as Triggers, Stored Procedures, Work
Bench tabs, and any other non-standard function directly related to the
operation of Hansen v7.
(b) ldentification and prioritization of operational reports in use today, and any
required reports for use post-migration.
(c) ldentification and prioritization of high-level functional and technical scope
for any required interfaces.
(d) ldentification of any non-standard migration needs and corresponding
functional and technical requirements.
(e) ldentification of GIS and any mobile requirements.
(f) Development of a high-level Testing approach.
(g) Development of a high-level Training approach.
2) Run the Database Migration Tool on the Fresno V7 instance, and review and analyse
report.
3) Development a Statement of Work, Project Schedule (.mpp format), and level-of-effort
estimate than can be used for budgeting.
4) Development of a recommendation for prioritizing and sequencing migration and
software integration activities.
5) Review and finalize the deliverables listed above, in cooperation with the City of Fresno
and its resources
Project Deliverables
Provide lnfor Resources with Hansen v7.x to IPS (Hansen) I migration experience and
public sector expertise to lead and host interviews and workshops.
Produce a narrative SOW, based on interviews and workshops, outlining recommended
approach and requirements to move Fresno from 7.x to Lx in a phased and prioritized
manner
3. Run the Database Migration Tool on the Fresno V7 instance, and review and analyse
report.
4. Generate a formal quote for the migration of Fresno from Hansen v7 to Hansen I
5. lf Fixed Fee, quote will include fixed-cost summary, delíverables, milestones, and
proposed payment schedule.
An initial project plan, based on the scope defined during interviews and workshops, and
specific to Fresno requirements, calendar, and business drivers.
A walk-through, review, and update of the SOW, project plan, and scope with the Cíty of
Fresno
Delivery of final documentation to Fresno.
Project Assumptions
The costs and durations contained in this work order are estimates based on preliminary
discussions with Licensee personnel.
1. Consultants can provide on-site assistance as mutually agreed upon
2. Licensee will provide access to the seryers and Licensee environments.
3. lnfor will not bill for any amount exceeding what is listed in the table above without
a mutually executed Change Order outlining specific and agreed upon changes in
scope and/or budget.
4. This is a time and materials estimate and does not include travel and living
expenses nor travel time. The task durations contained in this document are lnfor's
best estimate based on our experience with similar projects. lf opportunities arise
for lnfor to accelerate the implementation because certain tasks do not take as long
as originally estimated, then we will move ahead with the subsequent tasks as we
are able and the project will be delivered in less time and at less cost than was
originally estimated. Should circumstances arise that result in the project tasks
taking longer than anticipated or where significant changes in scope materially
affect the delivery or cost of the implementation then the project change control
process will be initiated.
1.
2.
6.
7.
8.
Project Exclusions
1.lnfor will not produce any functional or technical requirements documentation or
solution documentation that specifically defines the build of any migration
components for the City of Fresno migration from Hansen v7 to Hansen I
lnfor will not modify Licensee's Hansen system.
Any work efforts not specifically included in this Work Order are specifically
excluded.
2.
3.
lnfor Responsibilities
Provide knowledgeable Hansen consulting resources to perform the review and complete
Project as described within the Agreement, amendment, and Exhibits.
Licensee Responsibilities
1. The Core Project Team will be comprised of Licensee personnel from allfunctions
who will provide input regarding system and to-be system processes.
2. Licensee will have proper hardware and infrastructure in place prior to consultant
arriving onsite. A failure of on-site task readiness on the part of Licensee that
impacts the completion of lnfor activities could cause delays in the overall project
duration.
3. A dedicated Licensee Project Manager will be assigned to the project to work
collaboratively with the lnfor project team.
Services Fee Estimates
Resource Level Estlmated Hours/Trips Hourly Rate (US$)Estimated Fee
rus$t
IGS Gonsultant 120 $205.00 s24.600,00
Travel Expense
Estimate
3 Trlps $2,500.00 $7,500.00
Total*s32.100.00
GURRENGY:US DOLLARS
Estimated time and costs listed in this Work Order represent an estimate only.
Actual project time and cost may vary from the estimates provided. Where a
substantial variation from this Work Order is foreseen, both parties must agree in
writing to the additional work and amend this Work Order accordingly. All services
are provided on a time and materials basis and are billed Bi-Weekly. Billing and
payment are not dependent or conditioned on delivery of deliverables contemplated
herein or any other deliverables. Travel and living expenses are not included in the
rates or estimated fees stated herein. Such travel and living expenses are in addition
to such fees. Travel time to and from Licensee's site will be billed at $0 per hour.
Overtime rates of 150o/o of the quoted rate apply for after hours and weekend work.
"After hours work" is defined as services performed between 8:00 p.m. and 6:00 a.m.
"\ffeekend work" is defined as services performed between 8:00 p.m. Friday and 6:00
a.m. Monday. Holiday rates of 2o0o/o of the quoted rate apply for all holiday work.
LOCATIONS: Services may be provided at the facilities of lnfor or its Contractors, or
at the Licensee sites listed below. A minimum of lz day (4 hours) will be charged for
all work at the Licensee's facilities. Remote services provided via phone, facsimile or
remote access to Licensee's site will be charged at the standard hourly rate.
Exhibit B
INSURANCE REQUIREMENTS
Gonsultant Service Agreement between City of Fresno ("C|TY")
and [Consultant Name] ("CONSULTANT")
[Proiect Titlel
PROJECT TITLE
ìtlMlMul,ll SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of lnsurance Services Office (lSO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned
and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations
under the Agreement) with limits of liability not less than those set forth
under "Minimum Limits of lnsurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA
00 01, providing liability coverage arising out of the ownership,
maintenance or use of automobiles in the course of your business
operations. The Automobile Policy shall be written on an occurrence form
and shall provide coverage for all owned, hired, and non-owned
automobiles or other licensed vehicles (Code 1- Any Auto). lf personal
automobile coverage is used, the CITY, its officers, officials, employees,
agents and volunteers are to be listed as additional insureds,
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability lnsurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT'S profession.
MINIMUM LIMITS OF INSURANGE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain
limits of liability of not less than those set forth below. However, insurance limits
available to CITY, its officers, officials, employees, agents and volunteers as
additional insureds, shall be the greater of the minimum limits specified herein or the
full limit of any insurance proceeds available to the named insured:
1. COMMECIAL GENERAL LIABILITY:
(¡) $1,000,000 per occurrence for bodily injury and property damage;(i¡) $1,000,000 per occurrence for personal and advertising injury;(ii¡) $2,000,000 aggregate for products and completed operations; and,
(¡v) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(i¡i) $1,000,000 disease policy limit.
PROFESSIONAL LIABILITY (Errors and Omissions and Cyber Liability):
(¡) $2,000,000 per claim/occurrence; and,(ii) $4,000,000 policy aggregate.
UMBRELLA OR EXCESS
'A'SURA'VCE
ln the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of lnsurance," this insurance policy(ies) shall 'Tollow form"
and afford no less coverage than the primary insurance policy(ies). ln addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
D E D U CTI BIES A'VD SELF-'NS U R E D RETE'V T'O'VS
CONSULTANT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and CONSULTANT shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared to on the Certifìcate of lnsurance. At no time shall CITY be responsible for
the payment of any deductibles or self-insured retentions.
OTHER I N SU RAN CE P ROVI S IO N S/E N DORSE/T'ENTS
are to contain, or be
endorsed to contain, the following provisions:
CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds. CONSULTANT shall establish additional insured status for the City
and for all ongoing and completed operations by use of an executed manuscript
insurance company endorsement providing additional insured status.
The coverage shall contain no special limitations on the scope of protection afforded to
CITY, its officers, officials, employees, agents and volunteers. Any available insurance
2.
3.
4.
5.
(i)
1.
3.
proceeds in excess of the specified minimum limits and coverage shall be available to
the Additional lnsured.
For any claims relating to this Agreement, CONSULTANT'S insurance coverage shall
be primary insurance with respect to the CITY, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the CITY, its officers,
officials, employees, agents and volunteers shall be excess of CONSULTANT'S
insurance and shall not contribute with it. CONSULTANT shall establish primary and
non-contributory status by an executed manuscript insurance company endorsement
that provides primary and non-contributory status.
The Workers' Compensation insurance policv is to contain, or be endorsed to contain,
the following provision: CONSULTANT and its insurer shall waive any right of
subrogation against CITY, its officers, officials, employees, agents and volunteers.
The Cvber Liabilitv insurance shall cover claims involving privacy violations, information
theft, damage to or destruction of electronic information, intentional and/or unintentional
release of private information (including credit monitoring costs), alteration of electronic
information, extortion and network security. Such coverage is required only if any
products and/or services related to information technology (including hardware and/or
software) are provided to lnsured and for claims involving any professional services for
which Consultant is engaged with the City for such length of time as necessary to cover
any and all claims
is
written on a claims-made form:
The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
Insurance must be maintained and evidence of insurance must be provided for at least
four (4) years after completion of the Agreement work or termination of the Agreement,
whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not
less than a four (4) year discovery period.
lf coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by CONSULTANT, CONSULTANT must purchase "extended
reporting'coverage for a minimum of four (4) years completion of the Agreement work
or termination of the Agreement, whichever occurs first.
A copy of the claims reporting requirements must be submitted to CITY for review.
These requirements shall survive expiration or termination of the Agreement.
CONSULTANT will provide CITY with 30 davs written notice prior to anv non-renewal,
cancellation, or reduction in coverage or in limits below that specified herein. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or
reduction in coverage or in limits, CONSULTANT shall furnish CITY with a new
certificate and applicable endorsements for such policy(ies). ln the event any policy is
due to expire during the work to be performed for CITY, CONSULTANT shall provide a
1.
2.
3.
4.
5.
new certificate, and appl¡cable endorsements, evidencing renewal of such policy prior
to the expiration date of the expiring policy.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the CITY'S Risk Manager or his/her designee prior
to CITY'S execution of the Agreement and before work commences. All non-lSO
endorsements amending policy coverage shall be executed by a licensed and
authorized agent or broker. Upon request of CITY, CONSULTANT shall immediately
furnish City with a complete copy of any insurance policy required under this Agreement,
including all endorsements, with said copy certified by the undenryriter to be a true and
conect copy of the original policy. CONSULTANT's proprietary information may be
redacted from the insurance policy and endorsements, so long as the policy terms and
conditions are made available for review by CITY. This requirement shall survive
expiration or termination of this Agreement.
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
fProiect Titlel
PROJECT TITLE
YES*NO
1 Are you currently in litigation with the City of Fresno or any of
its agents?
n x
2 Do you represent any firm, organization or person who is in
litigation with the CiÇ of Fresno?
n x
3 Do you currently represent or perform work for any clients who
do business with the City of Fresno?
X D
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
¡X
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee
who has any significant role in the subject matter of this
service?
n x
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
connection with this Project?.!n
* lf the answer to any question is yes, please explain in full below.
Infor is a large, multi-national corporation. While we do not have specific knowledge of
performing work for other customers who do business with the City, lnfor has over
73,000 customers. lt is likely that one or more may also do business with the City.
Marco Martinez-Velasquez
From:
Sent:
To:
Cc:
Subject:
Ready for pick-up.
Marco Martinez-Velasquez
Friday, February 05,20L6 2:10 PM
May Albiañi
PaulAmico
RE: Infor/Hansen Agreement
From: May Albiani
Sent: Thursday, February 04,2016 9:51 AM
To: Marco Maftinez-Velasquez
Cc: PaulAmico
Subject: RE: Infor/Hansen Agreement
correct
From : Marco Martinez-Velasquez
Sent: Monday, February 01, 2016 2:33 PM
To: May Albiani
Subject: Infor/Hansen Agreement
Hi May,
I pulled the file for Hansen. I see that we already have an amendment with Hansen. Just to be sure that I understand
correctly. Hansen is now lnfor, correct?
Thanks,
Marco
Marco Ma rtinez-Velasquez
Senior Administrative Clerk
City of Fresno
City Clerk's Office
2600 Fresno St., Suite 2133
Fresno, CA 93721-3603
(ss9) 621-7669
llay ?7 OB O3:10p CiÈu Of Fnesno 498 I 703 p.5
SOFTWAREÃEEVICES AôRËE M É NT
luti íchiqan
ê Date The parti€s
2. Sêrvlces.
lnfor will wrthS in one er m0 ândÊ¡ whiçh shall tiqn.a S3rvices, I and
date of this Services Agresment or of the appticabte Work
Order. At LicÊnseË's rêquost, rho Work Ordor may includc
an estimate of charges for he Services. but such estirTlaic
sholl not be bindinE on f nfor ø corìvert the Work Order inlo
e fixed priÇ€ cofltrad,with respçctto suqh SqrviÇçs. Untcss
expressly stâtêd othelv/ise: (ì) the Seivices ratÐs arê for ên
&hour Þersondoy end will nôt iñclude the expenses and
chargc$ rcfcrrcd to in Section 3(c) of this Services
Agroomont; (ii) tho quotod ratcs shall represent lnfor'scunent rates apÞfic¡ble to Lic€nsee (i.e., the rttes
applícable to L¡cÊnsee ¡s of ihe effective date of lhe Work
Order) for thË resources speclfied; and (iii) to tlË extent
that lnfor ra¡ses the retes Çharged fcr Sorvices during the
course 0f â pfôiëct, Licensee shâll be reqrrired to pay lnfor
êt th6 inÇreased ratas, lnfor is under no obligation lo
pcrform any Sorviccs othcr than pursuant to a Work Order.
NotwithstEndlng the foregroing, il lnfur perfurms Services at
thç direction of Licensee and the parties have not slgned il
Work Order for such Services, then such Seruices shall be
s{rbject t0 âll tems ând coñdittÒns of th¡s Seruices
Agreërllent, and lnfor's thên-êurrêñt râtës fur Suëh SeN¡êes
$hall apply. lnfor may provide ServiÇes through rts third-party contrãctors (-0ontractors-), but, in all sudh cases,
lnforwill remain subject 1ô the oblìgations h€leunder,
(þ) Ôo-n_d ilro.nq_On Bro. vid i¡tServic-e,s-. Lic€nsee rnust
assign a poect manag€r who will assumo rospons¡b¡lity for
mÊnâgement of the project for wh¡ch th€ servicês are
provided. LicÊnsee will esta-blish lhe overall proiect
d¡rection, induding sss¡gning and rnanaging th€ Licensee's
projecl personnel tearn, Licensee must provide Infor with
such fêdlit¡es. equipment and supÞort as are rêesonably
necessary lor fnfqr to provide Services, including remote
ecÇess to thc Equipmcnt. lnfer pwns and will awn all rtlht"
titlè and interest trc the Servbes and âny work product
generabed from the Services ('14/Srk__PIø!ç!"). and
Licênsee will execuÞ ânc¡ deliver to lnbr âny docuûìents
reâsonâbly necessêry to vest in lnfor sll right, ùtle oñd
intercst thoroin. Subjoct to thc brms Ðnd cond¡tions of th¡s
Serviçes Agre€ment, lnfar grenLc LiÇensee â F€rpetu€|,
non€xÇlr"f$¡ve. nonlransferable license (without the Íoht to
subleæe or sublicense) to use ând ropy fôr usê the Work
Product for Licensee's own, internol computing operc(lons
(c) SÇh€dul¡nq and Ca¡cÆllâtion of Sctraduled Services,
ln connecüÖn with sny Wofk Ofder Lrcensee should mâke
stalïng requests st leêst four (q) weeks in advãnce to
increase thê likelihood thÊt the request c.3n be fillcd för th€
Inc. ('rnror")and ;,i#çi#{agrae as fgllgr¡/s
1, Dqfinitions.
(å) "Affiliate" meâns f,ny ent¡ty, d¡redty or ¡nd¡rEÇUy,
controfling, controlled by, or urÉei common control witñ,lnfar,
(c) "D¡sclosêt'' meâns the pÊrty providing Confidentiat
lnformation to the Rêcipient.
(d) "Etf_eclive nam" means the dåle ¡dentrfied on the
signature pêge of this Services Agreemenl as thc Effoctivp
D¡te.
(e) 'Equiomont'' m(jans ths hardware and systems
softr/are configuration on wh¡ëh lnfor suppons use of the
Licensed Software.
(f)" yãndãllnghts copyrightfêgrsll ¡cc marks
(¡ndud¡ng, where applicable, all derivative works of the
foregoing)
(g) "Llcanged Saftware' means the comÞutêr sôftware
progrãms licensed by lnfur or its Afliliate lq L'tc€nsee,
(h) "Recíoíenf me¡ns thc party reçeiving Confidential
lnfotmåt¡on of the Discloeer.
(¡) ñeåns idcas, concepts, know-how the Oisclosels technology andCon t âre reto¡ned rn tho unardild
rnornories 0l f!ô Rec¡p¡ênt wto had nghtful acccss üc
Confidentinl lnformation
ü) Eervices" means thc software-related pfofessíon€l
services that lnfor will provide Licensec ås cotÌterhplated
unoer this $ervic€s Agreement and/or any Work Ordor
(k) ']¡VSfk_Q¡dg¡' has th€ meen¡rig asoíbed to such Þrm
in SeclÌon 2(a) of this Services Agreemenl,
softw./. sdk . AtEñ.nl (Ug kEh m7l Pzgo 1 ol I
Hav e7 OB O3r t0p CitU Of Fnesno 4SB 1 703 p.6
WARRANTIES WHAISOËVÉR. ÊXPRESS OR IMPUEO,
WIÍH RE,GARD fO ANY SERVICES PROVIDED UNDER
THIS SERVICES AGREEÃIENT AND/OR ANY WORX
ORDER. IN ffiOLE OR IN PÀRT, INFOR EXPLICITLY
DISCLAIMS ALL WARRANTIES ÔF I{ÖN.
IHFRINGÊHÉNT, MËRCHANTABILITY ANO Of FITNE$3
FOR A PARTICULAR PURPOSE, INFOR EXPRESSLYDoEs NOr wARRANT THAT THË sERvtcÊs wtLL
MEET UCENSEE'S REOUIREMEMf$.
(c) FAILURE oF _ESSENTAL. pURgeqE. THE
PÂRII€S HAVE AGREED THAT THE LIMITAT¡ONS
SPËCIËIED IN SECTIONS 4 AND 12 WILL SURVIVË AND
APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS
SERVICES AGREEMENT IS FOUND TO HAVE FAILED
OF ITS ESSÉNIIAL PURPOSÊ, ANO RËGARDLESS OF
WHETHER LICENSEE HÂS ACCEPIED ANY SERVICE
UND'ER THIS SERVICES ÀGREEMENT.
5. Confidential lnfofiÉllon. Exceot as ôthêrw¡sè
pcrmrttcd under this $erviç€e Agreement the Recipient will
not disclose lo any third pârty. or mâke âny use of the
Discloser's Conlïdenfial lnforfiìaüon, The Recipiênt will useat lgast lhe same standard of cere to mâintain th€
c,onfidênt¡âlity óf thê Disclosêr's CoôfidÈntiâl lnfonTlâtiôrl
that it uses to rTìaiôtoin the confidentiality of ib own
Confidential lnformation, but in no eveát less than
reasonable cåre Except ¡n connection with the Licensed
Software and sny softwsre provided with ihe Licensed
Softwaro, tho non4i$qlasurr) and non-use oblìgations of
this Services Agreement wrll remain in full force with
respêct to eôch ¡tem of Conlìdent¡âl lnformôtion fôr â per¡ôd
of ten (10) years after Recipient's rec€ipt of that item
However, Liccnscr:'s obligations to maintejn botì the
L¡cens€d Sottware and any software provided with the
Lic€nsed Software ae confidential will survive in petpetuity
Notwithstand¡ng the foregoing, this SêÇt¡oo is not intÊnded
to prcvcn{ a Recipient from using Residual Knowledçe.
sub¡ec1 to any lntêlìêctuâl PrôÊerty Riohts of the Discloser.
G. Term ênd Terminat¡on,
(a) Rioht of Termination lf eit¡er party mafcrially
breaches âny mâlenal obligâl1ôn in lhis Services
Agreement or â Wod( Order (irtcluding, wrthoul limitation,
âôy Öbligation to pay fees), ond fails to romody suçh Þreach
(if suÇh bæach c€n b€ remed¡€d) within thirty (30) dêyÈ of
rec€ipt of M¡tten notice of such brêâch, the other party may
tÉftninaie this Scrvica$ Agreement (includlng all Work
Ordefs he¡'euñder) Not$thstcnding the ñÕrcgoing, to lhc
extent such mâterial breâch cênnot be remedied through
êfforts of the breaching party, lhc athor party has the right
to terminato this SorviÇes Agreement (including sll Work
Ordors hereunder) on less han üirty dâys' wrìtten notiÖe
Notice to lñfor 0f ân alleged breach of warranty will not
cortstitute a notice of lermination of th¡s Agreemont
(b) Effea ol Termination Upon torrnination of this
Services Agrecmcnt by oithor pêrty, lnfor will discontjnue
the provis¡an of all Services and Ljcensee wÌll promptly pây
lnfor for all $erv¡ccs rendered through the effêctrve dôte ôf
such termination Tèrmination of this Services Agrecmcnl
will nol relesse either party frorn mak¡ng psyments which
msy bc owing to the other pafty uñder the terms ot this
Services Agreemánl for all Serv¡cgs rerrdered thrôugh lhe
effectivo dat€ of such lerm¡nâdon
scheduled a specifiç will prtvirJe
Serviçç.€ under the Agreemenl
ând/or a Work OrcJer, tolay lnfor
for such Services as ch Services
3. Faymcntand Ta¡os.
. (â) Eåvment.. Untès Ötherwise stotcd in the æpl¡oåbleWbrt Or¿er, lnfor wiil invoiçc Uc€ns€e for all Seruióes and
applicablo charges on a bi{deekly btsis, âs lnfor rqndors
s, as appliqsble,
travEl and liv¡ng
LicDnsec wnh
reement, wth
is, Licensee will
also reirnburse tnfor for ail cherges incurred in conneaion
with accessing Equipment, if any. Licensee wiil pay eachlnfor invoice w¡th¡n lrfteen (15) days of the datc of iñvoice.
Lüte paymenE ärc subiect to a late charge equal to the
lesser of (i) one an! one-half pefcent (1t%) per mqnlh;
and (ii) the highest rate pefrnitted by aÞpticåþte taw,
for payíng âll tÊxest incomc or capital
leement, and ony
made hereunder.
ìncluded in the fcos
$ AgreerTênt ârtd any Work Ord€r
wíll invoíce Licons€e for applicâbte
invoicas are due upon Lioeñsee's
4. Limitcd Warrsnty and Disclrìmer of Warrentjos-
(a) Limited $ervices Wsnôntv.an.d Romedv For Breach.
lnfor wâr¡snlr to Licenseo that, fø the period bÈginning onthe specrfic date of the aÊplicable Wqrfi Ord€r and
conrinuing for n¡nêty (90) days afror the çomptêtioô óf
Services pursuant 10 ttrêt Wod( Oñer, lnfor will rondor ell
SeMces under srÆh l^/ork Qrdef with reaÊontble cåre and
skilf. lf Licqns€€ notines lnfor within the wanênty period ofa breach of lhe fufÊgoing wønenty, lnfor will re.perform
such Serv¡ces in comp[ance with the foregolng wârranty. tf
despile ils reâsonÐbb €forts, lnfor is unâble to provide
Uc¿ngee with Scrvices in compliance wrth lhe foregoin!
rìrarrañty. thôn, ilbject to thO l¡mna¡ians get forth in Sectlon
12 of this Serviços Agreêment, Licensee may pursue its
remedy at law to recover direct damages rcsulling from the
breach of this l¡m¡ted wÊnonty Thc$c remedies ârë
oxclusive and are in lieu of att oûror romediês, ênd lr'ìfor'c
sole obligâtions for Þreac¡ of tho limhed wananty are
ænla¡ned in thig kion 4(a).
(b) pisclajrle¡ ôf Warrdnv. The Iimiled warranty in
Section 4(a) is made ìo Lrcensâo oxclusively and is in treu
of all othcr warranties INFOR IIAKES NO OTHER
Soñwın Sorvl(.r ag'mÕt {Ug
^uf
uil 200Ð Þàgâ 2 ö( 4
tlây ¿7 OA O3: l Op Cits Of Fresno ¡+981703 P,7
United Nathns Convention on the lnlemationat Sale of
Goods (CISG) shall not âpply to ìhe iñteÞretat¡on or
enforcement of lhis Agreement.
12. L|M|IAI|ONS OF LtAEtL|TY.
(AI LIÍI'¡.TEO LIABI,L^ITY-OF-INFOR. THE TOÎAL
LIABILITY OF INFOR, ITS AFFILIATES ANO
CONTR,ACTORS IN CONNEETION WITH THE
SÉRVICÉS, OR ANY OTHÊR MATTER RELATING TO
TH|S SERVTCES AGREEMEÞ{T (W{ATEVER THE BASTS
FOR THE CATJSE OF Á,CT|ON) SHALL NOT EXCEED
lHE FEE THAÎ LICENSEE ACIUALLY PAID TO INFOR
FOR THE SERVICES GIVING RISE TO TI'IE LIABILITY
UNDER TTIE APPLICABLE WORK ORDER.
(b) Êxc_L_UstoN oF oAtrAGES. tN NO EVEi¡T
SHALL INFOR, ITS AFFÍLIÀTES OR CONTRACTORS BE
LIABLE FOR ANY SPECIAL, ¡NCIDET{TAL, INOIRECT
OR CONSEQUENTIAL DA¡'AGES OR DAMAGES FOR
LOSÎ PROFITS, WHETHER BASED ON BREACH OF
COHTRACT, TORT (INCLUDING NEGLK;ENCE),
PRODUCT LIÀBILITY, OR OTHERW|SE, ANT)
REGARDLESS OF WHETHER INFOR HAS âÊÊN
AÞVISEÐ OF THE PO$SIBILITY OF SUCH DAi'AGES,
13. C_onp-lieîcê tôl¡lh t-e!V_s.. Liccnsoc wtll compty with
all laws. rules and regulations âpplicable tö the (rse of the
ServiÇes and the Work Product.
14. Hon$olic¡tation of Emolovces. Durinö the Éeriôd
tnat ln@nt to tñis serv¡ces
Agreemenl and for a period of one (1) yêâr following the
complèÙon of such Servìces, fteilher lnfor nor Licensee wll
offer tq hiro, h¡re, Sol¡Çit fgr Omploynrent or retenlion a5 an
indep€rìdent cónù'aÇtor, or ¡n any wây employ âny
Resouroe of the other pâny without the priÒr lvr¡tten
cönsent of the olher party. 'Soli,c¡f' as uscd in this Saçtjondoes Öot include general solic¡tations, such as
âdyertig€ments in newspepers, irsde publications or on the
interret. 'Bes.o,urcç' for puçosos al lhis Ssction rn€ans:
(a) cmployoos of tho non-hiring party wtlo d¡rectly worked
on the Services projecl at Licensee's löcåt¡ôn (the
"Èojed'), and (Þ) fcrmcr çmplaycos af tha non-h¡ring party
who direçty worked on lhe Proþct and whose employrnent
with that party ondod loss th6n eix (6) mcnths prior t0 the
dub of such offur to hire, hire, Solicitaüon, or cmploymëni
f5. fu1[fúSgc_['gg This Scrvicos Agreement
contah$ the ontiro undorstanding of the pânies wilh respect
to its subject mater, and superÉedês rrnd e$iñguishes all
prior olal and written communications between the partics
êþout ¡ts subject rfiäner Any purêhase orter or similar
documenl, which mây be issued by Licensee in cunnectlon
with this Services Agreement does not mod¡fy this Scrvíces
Agre€menl No modificstion of lhis Services Agreernent
wfJ bo otfoctivo unles$ it is in writing. is signed by each
party, and expressly pfttvides that ¡1 âmends this Services
Agæement- This Services Agreemcnt and any signg(
Agreement Or ¡nstrument entered ¡nto ¡n conneÊtion
hcrcwith or conternplated hereby, and sny ômèndments
hercto Òr thereto, to the cxtent slgnod end dèllvered by
me¡ns of digital imeging, €leÇtrcnic fiail or â fscsfilile
mechine, shal¡ be treated ¡n all rÌlannêt tnd respects as an
onginal ôgfeêrnent or instrumBnt 3nd shüll be considcrcd to
hãvc tho same bindinç legal effect es if it u¡ere the or¡ginal
siÊned verston lhcrcof dclivcrod in person. This Serv¡ces
ll obtigAions rdãtin€ to Don-
Confidentlal lnforrTåtion,
other terrTg vrfilch by their
survive tcrmination of this
7. Noti€e$, All rptices and other communicetions
rhust promptly sônd cop¡es of any notice of material breachandior tarmination q¡ 1¡¡s Seruic€s A€rBernent lo lnfor,Atbntion; General Counsêl, 13560 Monis Rcad, Sute
4100, AlphrrÊfta, G4,30004, USA, FAX nrffiber67&319.t9a9. or to such other ptsco âs lnfor may subsêquenily
des¡gnate for its recetpt of notices.
accident, labor d¡sruptiôn, âçts, omissions and delaujts of
third parties and atfciat, govemmental und judicial action
not thc Þuti cf the party failing or delaying in perform¡nçs,
or the threät öf any of thê foregoing.
L Asqjgnmont. Liconsee may noi äS:jigfl or trınsfurâny of rts rights qr çbtigations undef th¡s Servtces
Agrocmant, u/tElher by law ot otherwise, and any attemptal $uÇh assignment w¡ll be vó¡d without tho prior written
consent 0f lnfof Fôr Þuposcs of this Ssrvices Agreement,
'essignment' shall include USê of thè Licensed Software for
b€nÊlit ot any third párty tc I mErger, ãcqut$itíon and/or
other consol¡der¡on by, w¡lh, of of LiænFÆe, ¡ncluding lny
new or suMving entity that rqsufls from such mefger,
âcquisition and/ar ather Çonsolidatiorl.
10. þþig¡, A party's failure to enforce its rights wrth
respect to any single or ænùnuing brecch of this S€rvices
^grccmcnt
will n01 êct as Ê waiver of the rþht of thet party
tô later enforce sny such rights or t0 enfcrce any othor or
tny subs€quenl broach.
J1. th-o,i,c-e of L¿wlsÉvêÌebílitv. This Services
Agreemenl will be goverrEd by ând consüued uncler the
lou's 01 the Stâte 0f New York, as applicable to agrêements
oxecuted ând ',\fiolty perÍormod ttl€re¡n, but wilhóul ÉÊard
to the cho¡co of lsw provisions thereof Thh Servi(æs
Agrecnront is originally W.itten in the Englìsh language and
the English lenguage vçæion shall conirol over any
uanslaùônE lf any provision of this Seruicês Agreement i$
¡llegÐl ar unÇnfbrceeble, I will be deemed striÇ,ken from the
Serv¡c€s Agreenent and lhê rema¡ning prqvisiong of the
Serv¡ces Agreement will rema¡n in full force ønd effect Thô
3ôf1w¡È Strvlco6 A{Eêmdt lqS Auguat 20071 Pagr 5 of I
F{aV ¿7 OB O3: 1 I p Citu of Fnesno 498 1 703 p.B
Agfêerïeftt arÌd êll Work Ö¡ders m6y be signGd in
counterpart9,
THE PARTTES hûve exedit€d
Eflecrive Darê:
s Serviccs Agrccñicnl mrouoh tho signaturor of tfû¡r rosÊoctivc ôuthorizcd rcpÍesertalivesr
LIÇEN$EE:
SignàÍJrB:
l|;; Director, Contracts Management
Ïïî;;."--- ,t'þ-/o/
Signslure:
Printed Neru: SUSan Efdely
Sollsrc Sffir! Ae .Mên¡ lgs au0ú{ æ01}Prgè 4 of 4