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HomeMy WebLinkAboutCDW Government LLC; 2017-01-04;AGREEMENT FOR IMPLEMENTATION OF CITRIX AND NETSCALER COW GOVERNMENT, LLC. THIS AGREEMENT is made and entered into as of the lr/ th day of ___,.....,~.~~-::>...a.-":::f-------· 20 )1, by and between the CITY OF CARLSBAD, a municipal corporation, ("Cit ' , and COW GOVERNMENT LLC, an Illinois limited liability company, ("Contractor"). ~ RECITALS A. City requires the professional services of a firm that is experienced in Citrix and Netscaler implementations. B. Contractor has the necessary experience in providing professional services and advice related to the implementation of Citrix and Netscaler. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 90 days from the date first above written. The Police Chief may amend the Agreement to extend it for 1 additional 90 day period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-two thousand one hundred and sixty dollars ($22, 160). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($35,000.00) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Each Party ("Indemnifying Party") shall defend the other Party and the other Party's officers, directors and employees (each, an "Indemnified Party") from and against any claims, demands, actions, lawsuits, and proceedings asserted or made against the Indemnified Party (each, a "Claim") and shall indemnify and hold harmless the Indemnified Party from and against any loss, damage, cost, and expense (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or included as part of a final settlement to the extent that the Claim is proximately caused by the negligence or willful misconduct of the Indemnifying Party during the performance of the Services and that the Claim arises either from an action brought by an unaffiliated third party for death or personal physical injury, or from damage to tangible personal property suffered or incurred by the Indemnified Party. Claims do not include any damages or liability that are otherwise excluded from this Agreement or that arise from the Product(s) or software or from the data processed thereby. The obligation of the Indemnifying Party under this Section is contingent upon the Indemnified Party providing the Indemnifying Party with: (i) sole authority in any Claim's defense or settlement; (ii) all reasonable assistance, at the Indemnifying Party's expense, in any such defense; and (iii) prompt written notice of and description of each Claim; provided, however, that the Indemnified Party's failure to provide prompt notice will relieve the Indemnifying Party of its obligations only if and to the extent that the Indemnifying Party is materially prejudiced by such delay. In no event shall the Indemnifying Party settle any Claim that involves a remedy other than the payment of money without the prior consent of the Indemnified Party. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. City's authorized representative shall have the right to conduct an audit of Contractor's records one (1) time each twelve (12) month period, during the term of this Agreement, at a time mutually agreed upon by City and Contractor, and during regular business hours, to verify the accuracy of the amounts paid hereunder ("Audit"). Any Audit shall be at City's sole expense. In the event an Audit is performed by an independent third party, such third party must execute Contractor's Standard Non-Disclosure Agreement. Any Audit shall be limited to records related to Contractor's transactions with City only. Contractor is not required to keep original documents, and copies of relevant documents will suffice for the purpose of this provision. Contractor will maintain documents for a period of three (3) years. The entire extent of any damages calculated as a result of an Audit will be limited to the amount of actual discrepancies revealed by Contractor's records. 13. OWNERSHIP OF DOCUMENTS City's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for City's internal use. City will have no ownership or other property rights thereto and City shall have no right to use any such Work Product for any other purpose whatsoever. City acknowledges that Contractor may incorporate intellectual property created by third parties into the Work Product ("Third Party Intellectual Property"). City agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties. 14. CONFIDENTIALITY Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, of such party's Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and the Statement of Work. Confidential Information includes any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of the Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Each party agrees to hold the other Party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement or the Statement of Work and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other Party for any purpose other than the business purposes contemplated by this Agreement and the Statement of Work. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed. 15. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES WILL COW, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH INCLUDES BUT IS NOT LIMITED TO, LOSS OF PROFITS, REVENUES OR SAVINGS, EVEN IF COW HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; OR (B) LOSS OF OR DAMAGE TO CITY DATA. IN THE EVENT OF ANY LIABILITY INCURRED BY COW OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF COW AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE GREATER OF: (A) THE DOLLAR AMOUNT PAID BY CITY FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Maria Callander Title Information Technology Mgr Department Police Department City of Carlsbad Address 2560 Orion Way Phone No. (760) 931-2176 For Contractor Name Steve Radogna Title Professional Services Manager Address 101 N Brand Blvd #550 Glendale, CA Phone No. 818-254-1767 Email Steve.radogna@cdw.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST If requested by City, Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION Either Party may terminate this Agreement without cause upon thirty (30) days' prior written notice. Either Party may terminate this Agreement for cause if the other Party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified Party will have thirty (30) days to remedy its performance, except that it will have only ten (1 0) days to remedy any monetary. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. WARRANTIES City understands that Contractor is not the manufacturer of the Products purchased by City hereunder and the only warranties offered are those of the manufacturer, not Contractor or its Affiliates. In purchasing the Products, City is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Contractor or its Affiliates. CONTRACTOR AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. City expressly waives any claim that it may have against Contractor or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a "Claim") with respect to any Product and also waives any right to indemnification from Contractor or its Affiliates against any such Claim made against City by a third party. City acknowledges that no employee of Contractor or its Affiliates is authorized to make any representation or warranty on behalf of Contractor or any of its Affiliates that is not in this Agreement. Contractor warrants that the Services will be performed in a good and workmanlike manner. City's sole and exclusive remedy and Contractor's entire liability with respect to this warranty will be, at the sole option of Contractor, to either (a) use its reasonable commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b) refund amounts paid by City related to the portion of the Services not in substantial compliance; provided, in each case, City notifies Contractor in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS CONTRACTOR'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, CONTRACTOR MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON- PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CITY ACKNOWLEDGES THAT NO REPRESENTATIVE OF CONTRACTOR OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF CONTRACTOR OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING CONTRACTOR'S WARRANTY. City shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. City shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. CONTRACTOR, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CITY ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES. Contractor will not be responsible for and no liability shall result to Contractor or any of its Affiliates for any delays in delivery or in performance which result from any circumstances beyond Contractor's reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Contractor or any purported deadlines contained in a Statement of Work or any other document are estimates only. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: /~ (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Pollee Ch1ef ATTEST: r ) /) 1 • . V No-.co ... sc«-s -z.o 1~: \ Ja tb1n A.a. K 1(/cJJ1uw-J ~· ·. ·~-~ (s1g ere) BARBARA ENGLESON j/ .:...· ~~. 'd~i>E"1~-~er~K'i 'f?LJ~k' c. (print name/title) City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, Cit~,ney /"' ,I 8'Cz As;;;~~-liftt:,:.~ ~. EXHIBIT "A" SCOPE OF SERVICES PROJECT SCOPE Contractor will conduct a Citrix XenApp Basic Jumpstart engagement with City at their location. This engagement will include directed component oveNiew and interactive workshops covering items critical to the Citrix XenApp Infrastructure, high-level instruction, hands-on guidance and installation seNices and will take up to 10 consecutive days. The engagement includes: CITRIX XENAPP PLANNING AND DESIGN WORKSHOP The workshop will cover items listed below: • XenApp OveNiew and Concepts • XenApp Site Structure • XenApp Database Configuration • XenApp Policies • SeNer Roles and Placement • Application Review • Application Delivery • Client Access Methods a) Citrix Receiver b) Legacy Clients c) HTML 5 • Citrix Storefront SeNices • Machine Catalog Considerations • Delivery Group Considerations • Workload Sizing Considerations • HypeNisor Host Sizing and Configuration Considerations • HDX 3D/GPU Pass Through Considerations • Printing Architecture • SeNer Build Process a) Manual b) Cloning c) Scripted Installation d) Provisioning SeNer e) Machine Creation SeNices • Active Directory Configuration • OU Structure • Active Directory Group Policy Settings • Windows Profile Environment Design a) Active Directory Considerations b) User Profile Manager • Licensing Infrastructure • Application Security • Site Security • Application Monitoring • Site Monitoring • Site Management • User Support and Monitoring • Backup/OR strategies • Virus Protection • Secure Remote Access • Load Balancing Strategies • Thin Client Devices • Change Management • Administrative Tasks • Discuss Training Options CITRIX XENAPP OPERATIONS • Standard operating procedures • Application Delivery • Citrix Policy Management • User Access management • Server maintenance • Site Expansion • Citrix Storefront • Image Management • Daily, weekly, monthly tasks • Service level agreements • Monitoring • Reporting SECURITY Define and establish strategy: • Security authentication • Roles and privileges • Compliance • Networking • Anti-virus XENAPP JUMPSTART • Deploy the Citrix XenApp environment based on Design Workshop Sessions • Installation and configuration of (2) Citrix Delivery Controllers • Installation and configuration of (2) Citrix Storefront Servers • Installation and configuration of (1) Citrix License Server • Usage of existing compatible hypervisor • Creation of Citrix Database on City SQL environment a) Clustering suggestions b) Mirroring assistance c) Always On Group recommendation • Installation and configuration of Citrix Netscaler Gateway a) Configure up to (2) Netscaler Appliances in a HA pair b) Configuration limited to (1) Netscaler Gateway Virtual Server c) Configuration for two factor authentication d) Netscaler Gateway configuration limited to ICA Proxy e) XenApp integration f) Active Directory integration. • Configuration of Windows Key Management Services (KMS) for licensing • Creation of up to (2) Machine Catalogs • Creation of up to (2) Delivery Groups a) Hosted Desktop Group b) Application Group • Creation of one of the following Provisioning Methods for client access sessions a) 1 Hypervisor template for persistent machines b) Up to (2) Physical machines c) Up to (2) Master VMs for use with Machine Creation Services • GPU Pass Through and HDX 3D configuration where applicable • Explanation of Machine Creation Services processes • Citrix Policy configuration • Configuration of Citrix User Profile Manager and Redirected Folders for a single use case • Configuration of up to 40 Endpoints, including non-managed Thin Client configuration • Interactive overview covering the Infrastructure procedures and processes TARGET AUDIENCE • Desktop Engineers, System Engineers and Administrators new to Citrix XenApp 7.x • Organizations who are already familiar with virtualization, and who want to deliver virtual desktops and applications to end-users would be interested in this workshop AGENDA The following items are included in this engagement and will be agreed upon with City. Additional tasks can be included upon request by City. • Pre-Engagement Conference Call a) Introduce key participants b) Verify hardware/software specifications c) Verify infrastructure dependencies d) Review agenda e) Review logistics • Activities to be performed remotely a) Citrix XenApp Plan and Design Workshop b) Citrix XenApp Jumpstart Overview c) Citrix XenApp Overview d) Windows Server and Citrix License Server Installation and Configuration e) Windows Server and Citrix Storefront Server Installation and Configuration f) Windows Server and Citrix Delivery Controller Installation and Configuration g) Creation of XenApp Master VMs h) Configuration of up to (2) Machine Catalogs i) Configuration of up to (2) Delivery Groups j) Endpoint Access Configuration k) Citrix Netscaler Gateway installation and configuration I) Citrix User Profile Manager configuration m) Basic Citrix Policy Configuration n) Active Directory Configuration o) Endpoint Configuration p) Troubleshooting q) Wrap-Up/High Level Overview of Processes and Procedures r) Review and Checklist presentation CITY RESPONSIBILITIES City is responsible for providing the following: 1) All Server Hardware or Server Virtualization components installed and ready if using ESXi, Hyper-V or XenServer. a) All Hardware will be assembled and installed in Rack/Racks with all appropriate Power and Network runs completed prior to Contractor beginning work. b) Contractor recommends at least four (4) gigabit, or (2) 10 gigabit Ethernet runs per Virtual Host to a redundant network core. Additional Ethernet runs for out-of- band management adapters may also need to be run depending on client's environment. c) Hyper-V has limited support for certain components of XenApp and XenDesktop, and may restrict the type of provisioning allowed, and increase the steps in building out the environment. 2) Virtual Machine or Physical Server resources that meet or exceed the following for XenApp Servers: a) 4vcpu and 16 GB or RAM for Virtual Machines b) Minimum Dual Socket Server with 16GB or Ram for Physical Servers 3) Virtual Machine Resources or Physical Server resources that meet or exceed the Citrix Controller specifications: https ://docs. citrix. com/en-us/xena pp-a nd-xendesktop/7 -6/xad- system-requirements-76.html 4) Virtual Machine Resources or Physical Server resources that meet or exceed the Citrix Storefront specifications: https://docs.citrix.com/en-us/storefronU3/sf-system- requirements.html 5) Virtual Machine Resources or Physical Server resources that meet or exceed the Citrix License Server specifications: https://docs.citrix.com/en-us/xenapp-and-xendesktop/7- 6/xad-system-requirements-76. html 6) If Netscaler Gateway VPX is used the following specifications must be met or exceeded: http:! /support. citrix. com/proddocs/topic/netscaler -vpx-1 0-1 /ns-vpx-install-prereq-ref. html 7) Physical or virtual machine resources that meet or exceed the Microsoft SQL requirements: https :1 /docs. citrix. com/en-us/xenapp-a nd-xendesktop/7 -6/xad-system- requirements-76.html 8) City has compatible storage available for use with Machine Creation Services 9) Microsoft SQL Server installed and configured for use 10) Network share locations available for User Profile Manager 11) Network Configuration a) DNS is required to be functional and operating prior to implementation b) Up to 4 IP addresses for Netscaler Access Gateway functions c) Contractor highly recommends that appropriate Hostname records be setup in DNS prior to the commencement of this engagement d) DHCP scopes defined e) IP addresses defined for XenApp, License and Storefront Servers f) Network topology information to determine routes needed g) URL name defined for user access h) Ability to open external firewall port 443 i) Ability to open internal firewall ports for XML, LDAP and ICA traffic j) Ability to generate request for SSL certificate or use of existing wild card certificate 12) SSL required for Citrix Storefront Services a) Public SSL certificate preferred b) If self-signed or internal CA is used more time may be needed to configure mobile devices c) Netscaler SSL Offload is preferred method 13) City will provide appropriate system access during product implementation. Contractor recommends keeping participants separate from daily operations and support teams. 14) City is responsible for any backup procedures required for any infrastructure component 15) City will allow the installation and configuration of the Citrix XenDesktop Infrastructure components in their environment. 16) City will allow services to be performed remotely. 17) City's site will be secure. Contractor is not responsible for lost or stolen equipment. 18) City will provide a conference room with projector and network access. 19) City must provide valid licenses for all operating systems and applications installed in Virtual Machines and Templates created by Contractor. 20) City has Microsoft Volume Licensing in order to use Key Management (KMS) PROJECT ASSUMPTIONS 1) The environment is meant as a start for the XenApp environment. City will be able to expand as needed to meet full production rollout needs if not covered in full by the Jumpstart. 2) Project Management activities will be performed remotely. 3) City has acquired all necessary hardware and software required to fulfill this project. Delays in hardware and software delivery may increase costs or change the project timeline. 4) Contractor is not responsible for any direct or indirect disruption of network service during this assessment. 5) City has reviewed each vendor's policy for operating system and application virtualization and is responsible for license compliance. 6) City has obtained licensing from all OEM vendors and City has a MyCitrix account set up to be able to retrieve licensing. Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order according to the Agreement. ITEM(S) PROVIDED TO CITY The following will be provided to City by the completion of this project. Table I -ltem(s) Provided to City Item Description Documentation Design Document Documentation Architecture Summary Documentation Visio Diagram Documentation Basic Build Documentation Documentation XenApp Process Documentation Documentation MCS Process Documentation PROJECT SCHEDULING Format PDF PDF PDF PDF PDF PDF City and Contractor, who will jointly manage this project, will together develop timelines for an anticipated schedule ("Anticipated Schedule") based on Contractor's project management methodology. Any dates, deadlines, timelines or schedules contained in the Anticipated Schedule, in this SOW or otherwise, are estimates only, and the Parties will not rely on them for purposes other than initial planning. TOTAL FEES The total fees due and payable under this SOW ("Total Fees") include both fees for Contractor's performance of work ("Service Fees") and any other related costs and fees specified in the Expenses section ("Expenses"). Contractor will invoice for the Total Fees. SERVICES FEES Services Fees hereunder are FIXED FEES, meaning that the amount invoiced for the Services will be $22,160.00. The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone, as specified in Table 2. Table 2 ~Services Fees Project Milestones Percentage Fees Design Completion 30% $6,648.00 Component Buildout 40% $8,864.00 Acceptance 30% $6,648.00 Totals 100% $22,160.00 EXPENSES All services under this SOW will be performed remotely; therefore, neither travel time nor direct expenses will be billed for this project. Two (2) weeks advance notice from City is required for any necessary travel by Contractor personnel. CITY-DESIGNATED LOCATIONS Contractor will provide Services benefiting the locations ("City-Designated Locations") as specified below in Table 3. Table 3 ~City-Designated l.ocations Location(s) Service(s) D Assessment 0 Knowledge D Staff Carlsbad PO 0 Transfer Augmentation 2560 Orion Way, Configuration 0 Project D Support 0 Design Management D Training Carlsbad, CA 92010 0 D Reconfiguration D Custom Work Implementation D Reinstallation Project-Specific Terms 1. City is responsible for providing all physical and communications access, privileges, environmental conditions, properly functioning hardware and software, qualified personnel, project details, material information, decisions/directions, and personnel and stakeholder interviews that are reasonably necessary to assist and accommodate Contractor's performance of the Services ("City Components"). 2. Contractor is not responsible for delays in performance directly caused by the unavailability of the City Components and will have the right, with prior written notice and after a reasonable opportunity for City to correct the failure, to reassign Contractor personnel to work unrelated to this SOW and the services hereunder. 3. Both parties will treat all employee personally identifiable information as confidential per the Agreement. 4. City will provide in advance and in writing, and Contractor will follow, all applicable City safety and security rules and procedures. 5. City is responsible for security at all City-Designated Locations; Contractor is not responsible for lost or stolen equipment.