Ordinance No. 8,520990225 -3
ORDINANCE NO. 8520
AN ORDINANCE ACCEPTING THE PROPOSAL OF COMPUSA INTEGRATION SERVICES
FOR THE CONTRACT LABOR NT SYSTEM ADMINISTRATOR FOR HARRIS COUNTY
ORGANIZED CRIME AND NARCOTICS TASK FORCE AND AUTHORIZING PAYMENT BY
THE CITY OF BAYTOWN, THE SUM OF THIRTY -FIVE THOUSAND FOUR HUNDRED
SIXTY AND NO /100 DOLLARS ($35,460.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the City Council of the City of Baytown did authorize the Purchasing Department for the City
of Baytown to request proposals for the Contract Labor NT System Administrator for Harris County Organized Crime
and Narcotics Task Force to be received December 21, 1998; and
WHEREAS, a request for proposal was published pursuant to all applicable provisions of the Charter of the
City of Baytown and state law; and
WHEREAS, CompUSA Integration Services timely submitted a proposal satisfactory to the City of Baytown;
NOW THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown hereby accepts the proposal of CompUSA
Integration Services for the Contract Labor NT System Administrator for Harris County Organized Crime and Narcotics
Task Force for the sum of THIRTY -FIVE THOUSAND FOUR HUNDRED SIXTY AND NO /100 DOLLARS
($35,460.00), and authorizes payment thereof. A copy of said contract is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: That pursuant to the provisions of Texas Local Government Code Annotated § 252.048, the
City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in
costs of FIFTEEN THOUSAND AND NO /100 DOLLARS ($15,000.00) or less, subject to the provision that the
original contract price may not be increased by more than twenty -five percent (25 %) or decreased by more than
twenty -five percent (25 %) without the consent of the contractor to such decrease.
Section 3: This ordinance shall take effect immediately from and after its passage by the City Council
of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this
the 25`h day of February, 1999.
,�xc C'-
PETE C. ALFARO, Mayor
ATTEST:
'�P
EILEEN P. HALL;..City derk
® APPROVED AS TO FORM:
eK(NACIO RAMIREZ, SACi#
y Attorney
c:\M yDocu ments\Cou nci i\M eeti ngs\ February\ProposalContractNTSystemAdm in.doc
TStW�IICAi SE1�1/l><ES
Your Corporals so6rltOrrsYrvPidrr.
City of Baytown
Statement of Work
NT Administrator
PTvjZ%i ivilliiuCl 70AV— VJ7—jV777
Submitted To:
Dennis Wells
Siihinitted By:
Jeff Brown
Eric Chappell
,Orrip u �A integration cervices
101 West Bay Area Boulevard
Webster, r TX 77598
.
January 25, 1999
This d0'omen' iz ,lie PMP" Of wW is 7fOPriguri to CofnpV$A InloCralon SWvioe_, Il rr Mt to De tl.:,gpg6c7 ;n wnpy y yl y.���l o writ ;an COf138n1 of ComoVSA
lntearalmon SorviCOS, 5t:a1 not be dWIiG7TeC or used in whole Or In Pert. ror 9ny purpose other tttFR; to evaluale ComPUSA's p:v?a:al, and snail be resumed Upon foqueaf.
EXHIBIT A
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P. 17
® Appendix IV
•
Statement of Work Signature Document
An authorized signature below on this page by City of Baytown indicates your acceptance of
this statement of work.
City of Baytown
By:
Signature & Date
Name
Title
CompliS A Integration Services
By:
kT-'~ Signature 8: Date 2.25.11
1I QI ILI,
Title
LOmpU,)A Integration Services 2/25199
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the Power Behind American Business.,.
820 EAST RECTOR x4. SUITE 120,\\ SAN ANnr mo, TEXAS 78216
DATE
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FACSIMILE
NUMBER OF PAGES (INCLIJ]DiNG COVER):
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DEPT. : Llf ^ DEPT. : CORPORATE SALES
PHO E : PHOYE : (210) 321 -2543
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® Table of Contents
1.0 Statement Of Work .......................................... ............................. x
2.0 Project Scope .............................. ... ........... ....................... ....................... ............................_.. Y
2.1 project Deliverables.... ....... ... ............................. — ............ ...... x
2.2 Service Descriptions /Acceptance Criteria ............................................................... ............................... x
2.3 project Support ..................................... ..:............................. ..................................... ........................... x
2.4 Optional Sales Support Augmentation .................................••... ...........I................... ... x
3.0 Project Responsibiiities ................................................................................ .. ......................... x
�.1 cuilwmn- Re;pauslwuclos .........................
I 11A X
�.a •rVa u}/V.J Ca 1 \y��V1aJ1Vla�aal:� ..................................................................... ............................... ...... x
A rn....... •.....r .
.............
d.l Mrr=4:oc ......,
Q. ?_ project Change Order p- nccdure .. -------------------------- ...................... ....... ..
4.3 Project Assumptions ................................ ............................... - •....:::: - ..:................. Y
Appendix I - pricing /Invoicing ................
Appendix 17 - Proiect Change Order Form ................................ ............................... x
.......................
Appendix Ill - Statement of Work Terms and Conditions .............................................. ............................... x
Appendix IV - Statement of Work Signature Document ........ : ............................................. .... ...................... x
Appendix V - Complete Projcct Acceptance Signature Document ................................. ............................... x
COMTUSi1 i�;77
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CompUSA Technical Resources.
• Consultants and Engineers
A+ ra..;�td
• comr_.nz and Tn:hih_ _n
• Windows 95
• Windows NT .
• Novell 3.x & 4.x CNE's and MCNE's
• Microsoft Certified Systems Engineers — MCSE's and Microsoft Certified Professionals - MCP's
• Complete Telephone Based Support
• PC Appiications
Gperadn- Systems
ir'�yiwurw V�JG14tW�f J� �lG1Tl$
• Nenvork Support
• ArovTll _ 3_x,- d_r
• Windows NT - 3.51. 4.0
• Cabling Services .
• Centralized 800# for 1jardware, Software and Network call Logging
• National Call Tracking Management System
• Managed & Automated Escalation Trees
= ,� =:Y.m ... • w� a ...y wYuu .. vyawcs •, i-aCc� »avw i�a•wu w•uc
• Lapto❑ Rot Sr ?.re CerVtC4:
• Standard Rates Nationwide
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Comp USA Integration Services 2125199
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1.0 Statement Of Work
This statement of work defines the tasks to be performed by CompUSA Integration Services and City of Saytown.
In addition. the specific responsibilities of both CompUSA Integration Semites and City of i,.,a�_4.A
Throughout this proposal, references to Customer unless otherwise specified shall refer to City of Ba"o'lvn and
those individuals working for City of Baytown who are involved directly with the prgiect.
Completion and submittal of the enclosed signature page along with a valid purchase order, indicates agreement and
acceptance of project scope, terms and conditions.
After acceptance of terms in this Statement of Work, changes to the conditions set forth in this document will be
proces,ed in accordance with tilt procedUCC described iti -Appendix H. Pruject Change Order Procedure ".
The following are incorporated in and made past of this Statement of Work:
• Appendix 1. Project Pricing
• Appendix H. Project Change Order Procedure
• Appendix III. Statement of Work Terms and Conditions
• Appendix IV. Statement of Work Signature Document
• Appendix V Project Acceptance Signature Document
CompUSA Integration Services
2125199
0 2.0 Project Scope
This Statement of Work is in[etiddd to cover the provision of lung -term 13'irrdows JET adminuuoror personnel to
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2.1 Project Deliverables
The City of Baytown requires an NT System Administrator in the 11000 block of Interstate 10 East, Houston, Texas.
The scope shall include the following:
Scope of the contract will be;
a. Upon acceptance — 31 May 1999
b. 40 hours per week 0800 -1700 daily except City of Baytown holidays.
C. Option for an additional year 1 June 1999 — 31 May 2000
tilirtimutn qualifications consist of;
a. Ex,:hrzu.ge Server 5.X Server
i. Minimum % years NT 5.X Exchange server administration
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a- t trar ACr ir+icc;ritenn
b. SMTP /POP Internet Cnnrlestnr
c. Recipients Directories
d. Public Folder creation and administration
b- NT Server 4.0 Server
1 • Minimum 2 years NT 4.0 Server administration experience
2 NT Administrator Class
3. Daily activities -Mll include but not be limited to:
a. Administration: User setup, Global Groups, Local Groups, Login
Scripts
b. He yen,er: Directory structure, sharing and permissions, backup
Optiatioas and verification
• S crveri It C p rac Flrt
yu Cr Vi�riilaw a�yVll, HF JOl Direci
., ......a? zrd e:;tf D rect Print Ser`Jers
aonlicatlons
C. Other Associated Duties
1 • Working knowledge of unmanaged hubs, bridges, routers and CSU/TSU
equipment
2. Knowiedge of TCP /lP and 1PX protocols
Z_ . T roubiesnoot twisted pair network connections.
4.. Provide Quvanccd ueip ilcsk support to PC Speciaiist for 4.0 workstations.
d. Internet and Web skills
I. Minimum 2 vear.c ?r+nn n,•,,,. �,, e
2. Certification, in US (preferred)
3. Web design experience
4. Experience managing a Web site
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2.2 Existing Equipment
HCOCWTF is currently operating a trusted NIT domain with the City of Baytown. Servers consist of lBM
compatible Intel Pentium, Pentium. II and twin Pentium Il computers. There is curremy one filelapplication server
with an HP dat tape backup, an ?exchange 5.5 server providing in -house and Internet email services, M5 Proxy 2.0
server and F rcwall-1 server. hitcntions arc to inswii an US 4.0 server in the near future. Connectivity in -house is
accomplished with Cai > Plus twisted pair cabling and 10'106 hubs operating TCP /IP peowc -ol. The majority of
printers are connected via HP Jet Direct car:...^. •E;;,cr nal :.on.mectivizy includes a full T -i connection with tlic City of
Baytown utiliztn; a Xyp!ex Netwerk 3.000 brid;elrcut-er and Aaren CSU/DSU as \yell as a full T -1 Irtcrrct
connection via a Cysco 2540 bridge /router.
3.0 Project Responsibilities
The following sections define City of Baytown and CornpUSA's responsibilities prior to and during the PROJECT
lifetime.
The City of Daytown Project Coordinator and will •York to establi3h a schedule that will
Permit rt orc Cc-npUSA �cocc activity at Civ of
3.1 Customer Responsibilities
City of Baytown must perform the following at no charge to CompUSA, in order to ensure a successful completion
of this project. Failure to meet these responsibilities may result in change orders to this Statement of Work. These
change orders could result in additional charges to City of Baytown or changes to the project deliverables.
Provide ample work space for equipment setup and testing
Provide adequate power for all new equipment. The designated computer room needs a 3u amp dedicated
circuit with at leant four (4) outlets near tie file server iocation,
identify a City of Baytown Project Coordinator who will perform the following functions:
r.
ail C : _f _a, t;; 'Vr. Project
'ream mamberc *+a [ir,afir. rs r� !tio ern a
,l fn concert with the CompliSA Protect Min leer, ar!n ir.icter role, t chang�as.
Obtain and Drovide information. data decisions and
approvals within a mutually agreeable titr=e
frame of the project.
d Assist in resolution of project issues and escalate problems within the City Baytown
organization.
Approve Progress Reports
V` Provide access to the required hardware and software at the start of the project.
v Approve deliverable items.
Autilonzc payilielits.
Cn:iuiL' wul uu u4ru Vll ii.c i.;Siadiw iv w uYbiaucu ua� V�cir vabn2u url. V_OMpUSA 1J no; "Aable fur any
loss of d=ta dur L -)g this pr je
Disposal for art;-• packing rnatttrials ass^ciaTcd '•v rh n =•.v G ;i1�S_C?it rrrrph 39�<
3.2 CompUSA Responsibilities
The following list identifies the responsibilities that CompUSA will perform in addition to project deliverables:
Identify and schedule skilled, professional CompUSA resources who will perform the deliverables listed in
'' ,un%.1.
Tdcr.tL j a Con 'USLl� Prcj_ ,. 1'i au.ap; : :iv . -T, vC �Iij vi i�aj i0:: i1'J aluuai: �GTiui�a �ompr Jai and --fo m the fi,llnt _no fi_rr ('ri (ant•
Management of scope as detailed in Section 2.1
In concert with the City of Baytown Project Coordinator,_ administer *_+reject changes
Planning and schedule tracking
Schedule and lead status meetings as required
0
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4.0 Project Assumptions and Operations
This section outlines standard operational procedures to be followed during the Project.
4.1 Meetings
Status meetings will be held during the course of the project at City of Baytown's facilities or via conference ealI as
required. The City of Baytown Project Coordinator and the CompUSA Project Manager will represent their
organizations in these meetings and schedule other resources to attend as required. Status meetings will include, but
are not limited to, the following topics:
• Review project progress against schedule
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Rt,,ie,., or•a ?: pct C: a v��u Yrvj.. .'..n�'STC � d A vs i 1 Ch
anges Requ CJt(s)
•
Review all or I r= ec* Issues :�, •� t_g �.,y new
• These meetings /ccnfLrcncL Ca)ls u•il held ?g nPP!�o!{, Prnn *nc:
r..,...a , and
delivered to document and exchangc project sntus information.
4.2 Project Change Order Procedure
• A Project Change Order ( "PCO ") will be the official method for communicating any changes to the project. The
PCO will describe the change(s), the reason for the change, the charges for the change, and the effect the change
will have on the project timelines. The Project Change Order form is attached in Appendix 1
A written Change Authorization must be signed by both parties to authorize implementation of the research
changes.
• A mutually signed Change Order must be signed before any work can commence that is outside the deliverables
4.3 Project Assumptions
• All pricing in this proposal is based on this Statement of Work document. Any work beyond the Statement of
s :4 rr -a ' ai• :: A11Ma L 1 r^ v ✓. ✓... iJ.I :.
r
• All pricing in this proposal is based on all work being compacted as a continuous effort. Disruptions of this
continuous effort beyond the controi of CompUSA may require additional costs in labor and materials.
• CompUSA assumes that normal hours of operation will be Monday - Friday, 8:00 AM to 5:00 PM. Work may
be done on weekday evenings when required.
• A full image backup of all data, is to be completed by the Customer prior to the start of installation services;
Custom, -r is rYspaosibic far rnP of _11 rat ±.
_ •
CompUSA will have access to all areas necessary to this installation. Any areas of high security or hazard
sliGiiiu bit 7�ad8 1GivwT1 tV CurhP V prior t0 1nStallation_ it rs assumed that there is no asbestos or other
s iuiiieriZiJ are (✓rd52;it its uic3 'cnst&uaiivri areas.
• CompUSA may, at its discretion, utilize subcontractors for select facets of this project. Any subcontracting will
ee accomplished by qualified subcontractors, and subject to the review of the Customer and at all times under
the supervision of CompUSA.
• CompUSA will ensure that all personnel are fully trained in the necessary hardware and software required to
• ConlpUSA Integration Services
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0 4.3 Warranty for Services
o
• CompUSA makes no warranty for the proper functioning of Customer supplied equipment or cabling.
• Uriless otherwise agrccd and documented within this Statement of Work, CompUSA makes no warranty for the
proper L%i6 ionin3 of Cwfooier's pruprictary ncework or client workstation software. Proprietary is defined For
shu purpose as sof, aro packages that arc riot sold by CompUSA.
4.4 Project Implementation Schedule
• Unless otherwise stated, CompUSA will start delivery of services for this project on February 15'', I999.
® CompUS4 Integration Services
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0 .Appendix I
Project Personnel Pricing
Richard Scarborough,
Marla Foster,
-or-
Doug.'" Rerulztl ................... . ........ SiR lO per hour
Ronald Pierce,
Noorah Panjwani,
--or-
Cedric. McGee ............................. SV 20 per hour
John Brown
-or-
ruvii "U rnderson ......... .................Shc..i9perhOur
Phuona A Nguyen .. ......................S99.IGper hour
CompUSA Integration Services 2125199
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® Appendix H
PROJECT CHANGE ORDER Foam
COMPT434 %rtr,rar.'or SPrrrrrs 2125199
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® Appendix III
Statement of Work Terms and Conditions
ARTICLE 1 - SERVICES
1.1 Customer hereby retains CompUSA to perforrti, or Cause to be p= fertred, i:tegation senices
( "Services ") for Customer as described in the Statement of NYork ( "SOW') to which this Appendix 112 is attached.
12 Additional Services requested by Customer may result in additional charges, -hick shall be
mutually agreed to prior to performance of such additional Services in a Project Change Order Form, a form of
which is attached to the SOW hereto as Appendix lI.
I.3 CompUSA or any Technician (as defined below) may decline to perform any services requested
by Customer that are in violation of any applicable law or other obligation or that are not typically associated with
Lhu Scrviees.
ARTICLE 2 - CONSIDERATION
2.1 In consideration of CompUSA's performance of the Services, Customer shall pay CompUSA the
amounts set forth in Appendix 1 to the SOW- CompUSA shall invoice Customer as specified in Appendix 1.
Custom.cr shall pay the amounts specified in such invoice within thirty (30) days aft e7 the. date thereof.
22 Customer agrees to accept as correct the invoices provided by CompUSA unless Customer nctifaes
CompUSA in writing within ten (10) business days after the invoice date of any item specified in such invoice that
Customer disputes in good faith.
2.3 Customer agrees to pay, and CompUSA shall invoice Customer for, any reasonable and necessary
travel or other out -of- pocket expenses incurred by any Technician in connection -with performing Services.
2.4 Customer agrees to pay any sales, use, excise or similar taxes applicable to the Services or
:t faring to any equipment purchased in connection with the Services.
2.5 If Customer fails to pay timely any invoice, CompUSA may curisider such failure to be a material
broach of this A, e °.mert and may ceaze pro id:n y Ser::ccs sr::l approY :ate pa}r,�e nt is received or tennrnate this
A, eemerr.
ARTICLE 3 - RELATIONSHIP OF THE PARTIES
3.1 For the purposes of this Agreement. "Technicians" shall refer to those Com?)USA employees or
third party technicians engaged by CompUSA providing Services.
3.2 At all times during the term of this Agreement, CompUSA and all Technicians are, and shall at all
times be, independent contractors with respect to Customer. Nothing contained in this Agreement shall be construed
zo create any partttership, joint venture, agency or similar relationship between Customer and CompUSA or any
Technician. CompUSA and Technicians are fret: to provide integration or other similar services to others during the
lean of his Agr_tinent_ CcmpUS:; and Technicians shall use their own uiscretioa in periortning the tasks assigneci
or requested by Customer.
3.3 CompUSA shall provide Customer with Technicians in accc:"--.e :.:ut: Corrp;TSA's
understanding of Customer's requirements subject, however, to Customer's right to reject any unsatisfactory
Technician and to availability (including, without limitaron, absences of Technicians resulting from incapacity,
illness, vacation or similar occurrences). Tf any Technician is reasonably rejected by Customer, CompUSA shall use
- reasonable efforts to furnish to Customer a suitable replaccment Technician.
3.4 Neither CompUSA nor any Technician shall be eligible for any of Customers employee benefits
programs.
C
ARTICLE 4 - CONTUSA'S OBLIGATIONS
4.1 CompUSA shall, at all times during the term of this Agreement, comply with all applicable laws,
Statutes, .regulations, ordinances 3rd directive$ of 30t'etnrne ntal authorities in the perfc.rmylce ^,f Sen; ices.
4,2 CompUSA shall report and pay, or cause to bee reported and paid, in a timely manner, (i) all n�ag,s,
salary, health and welfare benefits, social security: unemployment and workers' corrmnsation and state disabiliR'
insurance, if any, to which the Technicians employed by CompUSA are entitled, and (ii) a]) applicable federal. state
Comp USA Integration Services 2/75/09
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® and local employment taxes required to be withheld or paid with respect to all compensation paid to such
Technicians.
43 CompUSA shall maintain, or cause to be maintained, appropriate workers' compensation and other
insurance forTcchnicians employed by CompUSA, as required by applicable law.
4.4 CompUSA shall, appoint a project manager (th6 "Project iYianager ") to be Customer's primary
contact and :a (i) manage the pert :m:: ^ce of the Sr icy, 0j) work with Cus-,ome?s Project Nfanager, to monitor
progress and administer any required Cl!an4;es (iii) sche .ale =d� lead any 5 meeting v)
(Ii-ii) y .. ...6,, a:.d (i.� prc.idc periodic
progress reports.
ARTICLE 5 - CUSTOMER'S OBLIGATIONS
5.1 Customer shall provide, at its cost and expense, appropriate facilities for Technicians to perform
the Services, including adequate power for equipment setup and testing. The minimum power provided shall be a
30 amp dedicated circuit with tour (4) outlets near the file server location. Customer shall promptly report to
CompUSA any accidents or injuries involving any Technician.
5.2 Customer shall appoint a Projet:t ivIanager to be CompUSA's primary contact and to (i) work with
CompLSA's Project Manager to manage progress and administer any required chwiges, (ii) promptly obtain and
pro`: ids infcrunation, data, decisions =d Oppro al- Icclat'.ng to the Se,- ic%S, (iii) assist. ill resoi11Lion of project issues
within Customers organL?aT_on, (iv) approve any pro -ess reports, (v) provide access to required hardware and
soft,are as needed, (vi) :approve the scope of Services to be performed, and (vii) acthorz_ p3,yments a dire:wd by
CompUSA.
5.3 Customer shall comply, and shall ensure that all facilities comply, with all applicable laws,
statutes, regulations, ordinances and directives of governmental authorities applicable to Customer and the
Technicians in the performance of Services, including, without limitation, those relating to health and safety.
5.4 Customer shall not pay any direct or indirect compensation to any Technician performing
Services.
5.5 Customer snali, at its cost and expense, dispose of any packing materials associated with
equipment purchases.
5.6 CU^N, n SR A-1 r r ns T ri XP vie t�n� ;s r ., 1 ,.. r`
ST V t.li.a� 3 �cfaJai 3ii �.4L A AxG L V:� I` V R< .'7 M DATA OR
LY'F'M�LgTION STORED LN OR ON Ain' cr,rrrvar -, T mall. !,"V. ��^�yyA Al I Sr...CGS Ana
+-�G •••• •`t UPON •a11 i..I'a Al
PERYOMMIED, AND IT SHALL BE SOLELY RE,SPONSIBr' FOR 1~A.' -KE \C "E ACL_ -UP" OR
SECURITY COPIES OF SUCH DATA OR fNFORMATION.
5.7 Customer's failure to satisfy any of its oblientions hereunder could result in additional charges
andlor delay the completion of the services.
ARTICLE 6 - PROJECT ASSUMPTIONS AND OPERATIONS
6.1 if CompUSA determines any status meetings are necessary-, they shall be held durin- the course of
the project at Custoilizes faculties or vin conzeremce Cali. Customer's Project Manager and trompUSA's Project
i:Zai-ager shall rrprewie t their rzspective orjanizauon5 ail utesc ruecti;igs anal scneduk- other personnel to attend as
I :T n`.s may be held t^
r s r.^.�0. ;. ^.b5 } .... v any tvNi:., iu:.ii+%A 5 (i) prVjzct aro; ess against
scledule, (ii) addressing Custorn r or CompT -TSA questions (iii) any open PrOjcct Change (:ruSr3 as
defined below) and addressing new Project Ch;tnocs Order(s), and (iv) review .ng any open projecr issues and
addressing any new issues. Prog ess reaortg may also be prepared and delivered to document and exchange project
status information.
- 6.2 A "Project Chance Order" shall be the official method for communicating any changes to the
Services. The Project Change Order shall describe the change, the reason for the change, the charges for the change,
and the effect the change shall have on the project schedule. The project Change Order form is attached as
Attachment C. A written Project Change Order must be signed by both parties to authorize implementation of the
requested Chan03 before any work can commence that is outside the SOW.
5.3 CompUSA'; agieement to WfOrm the Services and the tstabli-&lrmcnt of the price therefor are
hared on all of the prOvrsrons of th' Agreem.-nt. u.clud:a^ the follow- r_ r
r y Lowing assumptioru, the raiiure: of any of which to
be true could delay the performance of the Sr'-v - an.3far result to additic n al char—Cs to CuStoir er:
• A full imnme backup of all data must be completed by Customer bef: re. the start of Seryires,
• All pricin, in this Agreement is based on all work being completed as a continuous effort .
• CompUSA assumes that normal hours of operation shall be Monday - Friday. 8:00 AM to 5:00 PM, but
CompUSA Integration Services 2125/09
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® that work may be done on weekday evenings when Technicians deem it to be necessary.
• CompUSA shall have access to all areas necessary to perform the Services, including any existing
Customer equipment to be utilized in connection with the Services. Any areas of high security or hazard
should be made known to CompUSA prior to installation.
No asbestos or other bwzw sous materials are present in the installation areas.
+ All environmental systems shall be ini place bC vre the star of the Sc'r�7cas.
ARTICLE 7 - PERFORMANCE STANDARDS
CompUSA warrants that all Services to be provided corder this Agreement shall be performed with
reasonable care and diligence and in accordance with good workmanship. COMPUSA EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE,
INCLUDING ANY WARRANTTES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE WITH RESPECT TO ANY SERVICES.
ARTICLE 8 - OWNERSHIP OF INVENTIONS
Customer agrees that all inventions, ideas or processes developed or conceived by CompUSA or any
Technician in con.-ieCU :ti`it:i tric pe b ma:.cc of Services shall be the sole property of Con.,-USA and -gall nct be
deemed a "work made for hire ".
ARTICLE 9 - CONFIDENTIALITY
9.1 CompUSA and Customer shall use reasonable efforts to protect the confidentiality of all
information relating to the business and affairs of the otber party that is identified in writing as being confidential
and that may be acquired in connection with CompUSA's performance of Services (collectively, "Confidential
Information "). During the term of this Agreement and for a period of one year following the expiration or
termination hereof, neirher Compi-iSA nor Customer shaii, without the prior written consent of the other, disclose in
any a►auncr to aiy thud patty qty Coucideutial Irifa-:nati:,,l.
'" 17 _ u :_ L r.._ (' ..G�` ! T-1
.. .:n« 11 .. - A�.ln «rv, uu « mat:
`.x �lii3n w u,�. av, :6v,u5, Con niiaa —or ,auuu „iau nor uac-,a.a,a. any u,a t7v.
1 :�.r t hQ- rt—iV. n o at the �e of dirt -nru the rnnnivi h naa y by Qhc- iscl i 6 n r h.
IC^.O o L . :ap party t:!t._ on_._ to t..• rp r-r'`� J d',�.os -no r3S{`" (ii} . as
become publicly lmown rh_rough no wronofttl act of the receivinb nary; (iii) has beer. riahtfnlly received by rbr
receiving n.rh from a third party; (iv) has been irdeperdently devefoped by the receiving party; or (v1 is required to
be disclosed by the receiving party pursuant to a requirement of law, regulation or legal process.
9.3 The terms and conditions of this Agreement shall be kept confidential and shall not be disclosed
by either party. Customer shall not make any press release or public disclosure, either written or oral, regarding the
Services without the prior written consent of CompUSA, which shall not be unreasonably withheld.
ARTICLE 10 - NON - SOLICITATION AND NON- EMPLOYN'IENT OF TECHNICLkNS
Without the prior written consent of CompUSA, Customer shall not employ, attempt to employ or solicit
far cinploy-rauent, di:ect:y or indirectly, any Technician perfa --iny, Scr- This pruhibi..cn s: s]1 —main in tM Ct
as tc !�aclr Tcch_nman for a reriod of one Year after the date on which such Tethrii.13si last rendered Services.
Should Customer violate this provision; Customer shall pay to CompUSA, as liquidated d=azes, an amount equal
to the annual salary paid by CompUSA to such Tech_rtician plus any costs or expenses (including reasonable
- attorneys' fees) incurred by CompUSA in enforcing this provision..
CompUSA Insegrarion Services 2125199
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ARTICLE 11 - INDEMNIFICATION
11A Subject to Section 13.01, CompUSA hereby agrees to indemnify and defend Customer, its
subsidiaries and affiliates, and their rssYectivc officers, directors, shareholders, employees, represeritative� and
agents (collectively, the "Customer Indemnitees "), from and against, and hold the Customer Indemnitees harnlsss
ft m, any and all third party claims suits, liabilities, losses, damages, costs and expenses (including, without
limitation, attorneys' fees and costs and expenses incurred in investigation, defense or settlement) (collectively,
"Actions"), asserted against or incurred by the Customer Indemnitees, to the extent such Actions arise out of or
result from (i) any material breach of Articles 4 or 9 by CompUSA, or (ii) CompUSA's failure to comp_ ly with any
applicable law, statute, regulation, ordinance or directive of any govemmental authority.
11.2 Customer hereby agrees to indemnify and defend CompUSA, its subsidiaries and affiliates, and
their respective officers, directors, shareholders, employees, representatives and agents (collectively, the
"CompUSA Indemnitees "), from and against, and hoid the CompUSA Indemnitees harmless from, any and all third
party Actions asserted against or incurred by the CompUSA Induninitces, to the extent such Actions arise out of or
=ult from (i) any material breach of this Agreement by Customer, (ii) any acts; omi;;ions, misrepresentations by or
PenliiarnrP of customer or =y of Customer's employee-S, agents or contractors, (iii) any injury or illness, including
death., of aay Technician, or the loss of or damage to any property of any Technician, occiurinb on Customer's
premises or otherwise in the performance of CompUSA's obligations under rhis agreement (other than as a result of
CornpUSA's gross neelipcnce or willful misconduct), (iv) any actions by Customer that usurp CompUSA's status as
employer of any Technician, or (v) Customer's failure to comply with any applicable law, statute, regulation,
ordinance or directive of any governmental authority.
ARTICLE 12 - INSURANCE
12.1 Customer shall obtain and maintain throughout the term of this Agreement: (i) comprehensive
general liability insurance covering operations iiabill `y, completcd vperativas and persuuai injury with limits not less
t,':an $1,400,000 cc nbinc. ;:ng;e limit c` liability and (if) comprchcrsivc automobile liability insurance covering all
c'1i':! _d, h:.red or non -o,,%-n?d vehicl °S, wiih fl-�iL no less than an $ 1,000,000 corn :red s' :ble ]:emir of li�nili ^r
auromohile bodily injury, personal liability and automobile property damage. All such insurance sh -H b- carried
with insurers reasonably satisfactor to CompUSA and licensed to do business in the states in x-hich, Sertii -'cC5 ar' to
be performed.
12.2 Customer shall provide CompUSA with certificates evidencing the insurance required hereunder.
Such certificates of insurance shall (i) name CompUSA as loss payee (with respect to property insurance) and as
additional insured (with respect to liability policies) and (ii) provide at least thirty (30) days advance written notice
to CompUSA prior to cancellation or modification, Customer shall provide notice to CompUSA of Customer's intent
to cancel or modify the insurance policies maintained as of the date hereof on or before thirty (3U) days prior to the
proposed cancellation or modification.
ARTICLE 13 - MISCELLAiNEOUS
13.1 Limitation of Liabilitv: No Consequential Damages. Notwithstanding any other provision of this
Agreement to the contrary. CompUSA's total liability to Customer under this Agreement for any losses, claims,
costs or damages arising out of any cause whatsoever, whether at law, in equity or otherwise, shall in no event
exceed the total amount actually paid by Customer to CompUSA in respect of Services performed by CompUSA
hereunder. IN NO EVENT SHALL COMPUSA BE LiARLE TO CUSTOMER FOR ANY SPECIAL,
livDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WMIOUT
LI- MIT ATION, LOSS OF STORED MEMORY OR DATA OR LOSS OF PROFITS, REVENUES OK
GOODWILL. EVEN IF IT HAS BEEN ADVISED OF THE jFO35iuB1L iii THEREOF.
REOF.
13.2 Assignment This Agreement is not assignable by Customer wiibout prior written consent of
Cer.:r>rUSA. 1—cr::pt7SA may assign G`r deltg ^te it3 rights :end �bli r. red, �l �' -d
• 6—Q 5 `z Va `-` Agrc°.ment to i1auu p?u Li Service
*,3r v idarg financial entities or to a subs, mry or er?�er entity cot! *rol!eLf by 1 *_ t`T t0 2'ty sLTCCes$pr (by me-Pr or
otherwise) to all or substantially all of its assets.
13.3 Amendment. This Agreement may not be added to, mod=ified, superseded or otherwise altered
except by a written instrument si;ned by all the parties hereto.
13.4 Parties In Interest; No Third party, Beneficiaries. Except as otherwise provided herein, this
Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties
CompUSA Integration Services 2125/.99
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hereto. This Agreement shall not be deemed to confer any rights or remedies upon any Technician or any other
person not a party hereto.
13.5 ]:-afire Agreement. This Appendix 113, the '>'OW to which is attached and the attaclaments thereto
(ecIle:tively, tt:e "Ag a ter:t "), and any agreements contemplated hereby constitute the entire agreement of the
p:*tles nvarding the subject matter hereof, and supersede all prior aa. "e °tnrrs and under�rdm,s, both t- %ritten and
oral, among the parties, or any of them, with respect to the subject matter here-of.
13.6 Severability, If any provision of this Agreement is held to be illegal, invalid or unenforceable,
such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part hereof, and the rcmainina provisions hereof shall remain in
fall force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance.
Furthermore; in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of
this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.
;3.7 Waivw- T'i,r waiver by a party hcrctu of any dcfauit hereunder shall not be deemed to be a waiver
of subsequent de cults of the same or different kind. The failure of any patty to act or to enforce any of its rights
sh�!I not ?n a,Wd Cf. its°'f be cc ^.Mud as a waiver.
13.3 Im ro er lQavments_ With respect to any transaction arising from tit ='s a� eernen, rite part±.s
agree M to make any illegal offer or make, or commit to the making of. a transfer of anything of value (in the fore
of compensation, gift; contribution or otherwise) to any employee, representative, person or organization in any way
connected with the other parry or any customer of the other party. Nothing in this section is intended to prevent
ordinary and reasonable business entertainment or gifts not of substantial value, customary in local business
relationships and not violative of applicable law.
13.9 Governing Law. This Agreement shall be governed by and construed in accordance with the
substantive laws (but not the rules governing conflicts of laws) of the State of "texas.
13.10 Captions. The captions in this agreement are for convenience of reference only and shail not limit
or Otherwise affect wiy of the terms or provisions hereof.
13. i I ;`d ;:.n:brt. `•,! z cn ncc rCy4irc5, u is number of all words includes ha singular and plural.
1-.1') R- Pf'ar�n_v to _�o�r_rnPnt I-iCP of t$N ..drag " re oL:,�� " ereof" " eret�" a.:w flue l:ke cTi this
Agreement refer to rh -slt?o e:f!mert as a whole and nor to any particular paragraph c_* provision. of this Ag- °grunt,
unless otherwise noted.
13.13 Notice. Any notice or communication hereunder or in any agreement entered into in connection
with the transactions contemplated hereby must be in writing and given by depositing the same in the United States
mail, addressed to the parry to be notified, postage prepaid and registered or certified with return receipt requested,
or by delivering the same in person. Such notice shall be deetned received on the date on which it is hand delivered
or on the date received. For purposes of notice, the addresses of the parties shall be:
If to CcmpUSA: CorupUSA Inc.
14Q5 North Dallas Parkway
Dallas, Texas 75240
Attention: Vice President- Integration Services
If to Customer:
Any party may change its address for notice by written notice given to the other party in accordance with this
sA r•r ;nom
13.11 Survival of Terms. The provision- of Articles R o, i n 1 1 and 1_ of th�c Aora a..t at,all c•r.., ;.,e
.'
termination or expiration of this Agreement.
13.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument
Comp USA )nregrarion Services 2125199
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