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HomeMy WebLinkAboutCDW Government LLC; 2019-07-09;DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 SUPPLEMENTAL TERMS & CONDITIONS to the NATIONAL IPA CONTRACT #2018011-01 These Supplemental TellJlS and Conditions to the National IPA Contract #2018011-01, ("Agreement") dated as of thisCffh day of Sv-Aj, J-01 <'1 is between CDW Government LLC, having its principal office and place of business at 230 N. Milwaukee Avenue, Vernon Hills, IL 60061, ("Contractor") and CITY OF CARLSBAD, a municipal corporation ("City"). The City is undertaking certain activities related to acquiring Information Technology Products, Solutions and Services and the City desires to engage the Contractor to provide work in connection with such undertakings of the City. RECITALS A. City requires Products and professional services of a consulting services firm that is experienced in information technology deployment services. B. Contractor has the necessary experience in providing professional services and advice related to information technology deployment services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. Contractor was awarded National IPA Contract #2018011-01 ("NIPA Contracr) pursuant to a solicitation process. The NIPA Contract has been in effect since February 28, 2018. Now, therefore, in consideration recitals and the mutual covenants contained herein, the City and Contractor agree as follows: Unless expressly amended and/or superseded, the terms and conditions of this Agreement shall include, and expressly incorporate herein, all the terms and conditions of National IPA Contract # 2018011-01, signed and dated by the City of Mesa, Arizona, a copy of which is attached hereto. For purposes of this Agreement, any and all references to the City of Mesa, AZ in the NIPA Contract shall also be a reference and include the City of Carlsbad, CA. The parties agree that, to the extent the terms in this Agreement contradict or are in any way inconsistent with any term in the NIPA Contract, the terms in this Agreement shall prevail. The following terms of the NIPA Contract are hereby specifically modified solely for the purposes of this Agreement: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render those services that are defined in attached ATTACHMENT •A• (the "Services"), which is incorporated by this reference in accordance with this Agreement's terms and conditions. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 1 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 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 one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods 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. s. COMPENSATION RESERVED 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. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 2 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 7. SUBCONTRACTING All Services performed under this Agreement will be performed by Contractor or its authorized subcontractors who have been identified to Customer and approved by Customer in advance, such approval not to be unreasonably withheld. Notwithstanding any delegation of Services, Contractor will remain primarily responsible for the performance of the Services. 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. a. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including reasonable attorney's fees arising out of the performance of the work described herein caused by any negligence errors, acts, mistakes or omissions by Contractor or any subcontractor, or willful misconduct of the Contractor, any subcontractor. However, notwithstanding the prior sentence, any claim shall not be an indemnified claim if such claim or damage was caused in whole by the actions of the City, its employees, agents, contractors or representatives. Under no circumstances shall either party be liable to the other for any indirect, special or consequential damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in contract, tort or otherwise. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement Ill Ill Ill /II Ill Ill Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page3 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 10. 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 Title Ruthann Pearlman Client Service Manager Department '""'l;..;:.T ______ _ City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760.602.7592 For Contractor Name General Counsel Title General Counsel Address 230 N. Milwaukee Avenue Vernon Hills, IL 60061 Phone No. ----------- Em a i I CDWG-PremiumPages@cdw 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. 11. CONFUCT OF INTEREST 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 repor1 investments or interests in all categories. Yes □ Na 12. 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 o1 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 198€ and will comply with those requirements, including, but not limited to, verifying the eligibility to, employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 4 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F438724E3452 13. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 14. TERMINATION RESERVED. 15. 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, thefull amount of the fee, commission, percentage, brokerage fees, gift, or contingentfee. 16. CLAIMSANDLAWSUITS 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. 11. 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. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 5 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F438724E3452 1a. 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. 19. WARRANTIES RESERVED. 20. 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. • 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. • Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecVlocation or the general aggregate limit shall be twice the required occurrence limit. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 6 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 • Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. • 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. • Professional Liability. Errors and om1ss1ons 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. • Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: • The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. • Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. • 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 sent by certified mail pursuant to the Notice provisions of this Agreement. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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. 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. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page7 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 21. 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. 22. 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. 2a. 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 IN WITNESS HEREOF, THE PARTIES HERETO HAVE CAUSED THIS SUPPLEMENT TO THE NATIONAL IPA CONTRACT #2018011-01 TO BE EXECUTED AND INSTITUTED ON THE DATE FIRST ABOVE WRITTEN. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 8 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 ATTACHMENT A STATEMENT OF WORK Project ame: Change Implementation Seller Representative: Customer Name: City of Carlsbad (CA) Rich Adams 805-559-0563 CDW Affiliate: CDW Government LLC richada@cdw.com SOW Created Date: June 18, 2019 Solution Architect: Version: 5 Chirstian Leonard & Eros Canabrava This statement of work ("Statement of Work" o r "SOW") is made and entered into on the date signed by both parties (the "SOW Effective Date") by and between the undersigned, CDW Government LLC ("Provider", "Seller" and "we") and City of Carlsbad (CA) ("Customer" and "you"). PROJECT DESCRIPTION PROJECT S COPE KEY OBJECTIVES & REQUIREMENTS Customer has requested Provider perform "Services" in the following areas: • Process Alignment Workshop • Change • Change Advisory Board (CAB) Workbench • Service ow Admin Knowledge Transfer Workshop Provider will perfo rm all in scope Services (i.e. design, configuration, development, and testing) on the London release of the platform. PROCESS ALIGNMENT WORKSHOP Provider Advisory Consultants facilitate full-day onsite workshop leveraging ITfL/other relevant best-practice guidance to provide knowledge transfer to the organization's team and providing a high-level reconciliation to existing Change Management process. The goal of these workshops is not to re-engineer Customer's processes, but rather review best recommended processes and practices in relation to current state. These workshops can stand alone, or in conjunction with a Service ow implementation, result in a significantly more effect Discovery workshop. Program highlights include: • Knowledge transfer on industry recommended practices and processes • Review of best practice workflows for the in-scope processes • Align the organization's processes to best practice processes Service ow work flows and. • Generate high-level best practice process map Items/services provided include: • Pre-built recommended Practice Process Flows (for [TSM, this will be ITIL-based) Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 9 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 • RAC! aligned with Best Practice Process Flow (for ITSM, this will be ITIL-based) • Recommended Roles and Responsibility document for key process roles • Recommendations report with summary of findings Minor adjustments and discussion around process areas that don't align with recommended practice will be done during the session CHANGE MANAGEMENT APPLICATION Provider will implement the baseline Change application within ServiceNow and will perform minor optimizations and adjustments based on Customer requirements identified during the Examine workshops. For additional details on what is included in the baseline Change Management application please reference: https://docs.servicenow.com/bundle/london-it-service-management/page/product/change- management/concept/c ITILChangeManagement.html • Configuration of the base change management application will include configuration of Standard, Comprehensive & Emergency Changes, Change Calendar, Blackout/Maintenance Windows, Conflict Analysis, Change Risk Assessment and the Standard Change Catalog • Configuration will be limited to the base application parameters and the creation or modification forms, fields, list, dashboards and notifications. • Provider will make minor adjustments to the baseline change work flows but significant worktlow changes are not anticipated • Significant workflow and security parameter changes are not anticipated • Provider will conduct a walkthrough of the Standard Change Catalog submittal and approval process. The Customer will be responsible for populating the Standard Change Catalog. • Provider will collaboratively create or modify one Risk Assessment with the Customer, who will be responsible for creating additional risk assessments • Provider will collaboratively create or modify one Blackout/Maintenance Window with the Customer who will be responsible for creating additional Blackout/Maintenance Windows • Provider will assist with the creation of a single page "Cheat Sheet" for Customer use post implementation CHANGE ADVISORY BOARD {CAB) WORKBENCH Provider will implement the baseline Change Advisory Board (CAB) Workbench application within ServiceNow and will perform minor optimizations and adjustments based on Customer requirements identified during the Examine workshops. For additional details on what is included in the baseline Change Advisory Board (CAB) Workbench application please reference: https://docs.servicenow.com/bundle/london-it-service-management/page/product/change-management/concept/cab- workbench.html Assumptions: I. Provider will create a single CAB meeting occurrence, additional CAB meeting occurrences will be the responsibility of Customer 2. Configuration will be limited to the base application parameters and the creation of fields, list, dashboards and notifications. 3. Significant workflow and security parameter changes are not anticipated Deviations from these assumptions may lead to commensurate changes in the timeline and fees. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 10 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 SERVICENOW ADMIN KNOWLEDGE TRANSFER WORKSHOPS Provider will conduct a series of workshops to educate the System Administrators on the general usage of the ServiceNow platform and in the specific configurations employed by Provider during the implementation. Program highlights include: • Provide System Administrators with a firm understanding of the configurations implemented by Provider team • Provide System Administrators with the ability to further extend and utilize the ServiceNow platform Items/services provided include: • Remote video conferencing sessions between Provider Solution Architect on the project and the System Administrators to review: o Artifacts document o High-level overview of solution delivered o Update Set management • Recording of the sessions for future reference PROPOSED TIMELINE Provider estimates the Project will begin six (6) to eight (8) weeks from SOW execution. Provider will work with Customer project team to identify the proposed schedule during the initiate stage of the project. Significant changes in the expected project duration will be documented as a Change Order. If the increase in duration is the result of an increase in the number of active project weeks (rather than a pause to the project), the Change Order will also include an increase in project hours and/or fees to accommodate the additional engagement management and Customer meetings that occur during these weeks even if there is no other change to scope. GENERAL 1. Customer will provide the required resources and ensure active participation to ensure the implementation is successful. This will include executive decision maker, project leadership and management, subject matter experts, and technical resources. 2. Customer is responsible for definition and documentation of the business processes within scope for this implementation and implementing all business process changes required to support the implementation. 3. Customer is responsible for testing prior to production deployment. 4. Customer is responsible for end user training. 5. Clearly defined and documented functional requirements are completed during the Examine stage. 6. Onsite visits will be defined during the kick-off workshops in the Initiate stage. Customer's Project Manager and Provider Engagement Manager will manage onsite engagements in order to avoid extensive travel time. 7. Only English language services are in-scope 8. Work will be performed during normal business hours (8AM-5PM, Monday through Friday local time). IMPLEMENTATION METHODOLOGY Our implementation methodology includes six stages: Initiate, Examine, Plan, Create, Transition, and Closure. Each stage comprises its own set of unique tasks and is further defined below. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 11 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F438724E3452 Initiate Mobuza•,o, 0VERVJEW Examine Ch·p ,\na,y0 1, Ou•put (Star ,es) PR00UCT IIACJ(LQG Scope: Plan SPRINT IIACJ(LQG • Mobilize Provider Project team • Mobilize Customer Project team Create • Introduction and preparation communications ... RL'clCV fer F111c1l -est111g POTEHTlAU. y 5Hl'PAIIU PRODUCT INCREMENT • NOTE: ServiceNow project control template documents will be used to manage the implementation with minim al alterations based on Customer methodology requirements • Plan and cond uct Project kick-off Items/services provided: • Workshop Agenda • Status Report(s) Proprietruy and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 12 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 Scope: • Review Customer processes • Collect requirements for ServiceNow product modules being delivered in the Sprints • Provider and Customer jointly document requirements and acceptance criteria as Agile Stories Items/services provided: • Customer specific requirements documented as Stories in ServiceNow • Status Report(s) Note: these stories will be focused on functionality that is NOT out of the box (00TB) with ServiceNow. 00TB configurations will not be documented, as they are displayed and evident in the base system and the ServiceNow wiki. As a time and materials project, it is understood that documented stories may require more time than allocated in this SOW and will be prioritized and be configured based on available time approved for the project. Scope: • Initial Project, Release, and Sprint Planning Items/services provided: • Status Report(s) • Scheduled Meetings (Weekly Status, Scrum, Sprint Planning, Sprint Review, etc.) • Budget Checkpoint Scope: • Complete configuration of user stories as prioritized during the sprints Items/services provided: • Customer's ServiceNow instance configured according to the prioritized and accepted user stories • Status Report(s) Scope: • Execute system testing • Assist with User Acceptance Testing (UAT) • Conduct Go Live Checklist/Review • Cut over newly implemented Software to Customer's production system • Post-production Sprint for additional requirements and enhancements • Transition support for the Software to Customer Items/services provided: • Status Report(s) • Review of testing results • Customer's system running in production Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 13 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 Scope: • Post Implementation Review Items/services provided: • Final Status Report INITIATE STAGE The purpose of the Initiate stage is to gain an initial understanding of Customer's business problem(s) and the value they purchased, mobilize Provider project team, assist Customer in mobilizing their internal team, prepare for communication needs, layout the initial engagement timelines, and align on goals and expectations. Initial project startup activities and planning include: • Mobilization of Provider and Customer project teams • Review of relevant documents and background information • Initial project planning • Plan and conduct Project kick-off EXAMINE ST AGE The purpose of the Examine stage is to understand the process and product gaps between baseline ServiceNow functionality and specific Customer needs. It provides an understanding to Customer Process Owner(s) and Customer Platform Owner of how ServiceNow is designed to support process best practices and leverage platform capabilities. The Examine stage commonly begins after the official kickoff meeting and is typically conducted at Customer location. Workshops may be scheduled consecutively or staggered depending on customer needs, the agreed to engagement schedule, and available hours on the SOW. There are three primary workshop types: • Platform Core Configuration Workshop to gather the technical requirements common to the ServiceNow platform such as user and groups, color scheme and branding, location hierarchy, departments, etc. • Product I Process Workshop(s) to compare ServiceNow baseline and best practice capabilities to Customer needs and capture the required configuration changes to meet Customer needs • Integrations Workshop to discuss and design the data requirements and integration techniques best suited to connect external systems to the ServiceNow platform. Each Product/ Process Workshop follows a similar agenda: • Review ServiceNow best practice process • Demonstrate baseline ServiceNow platform functionality • Discuss and capture customer needs that vary from the ServiceNow product and document as draft stories. PLAN STAGE The purpose of the Plan stage is to take the output of the Examine stage and finalize the stories and plans for the upcoming release(s). This will support a strong definition of scope which aligns to the SOW and supports Customer business objectives and value, while also fitting within the budget and time line. The level of involvement from Customer Platform Owner and Customer Process Owner(s) is highest in this stage and sets the direction for the rest of the engagement. The Plan stage commonly begins when the Examine workshops have been completed with agreement from Customer Executive Sponsor and ends when the release(s) have been planned to include an updated project plan. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 14 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 BACKLOG REFINEMENT The process of backlog refinement is to add details, estimates, and order to items in the product backlog. The stories documented in the Examine stage should now be reviewed and additional details added so they are commonly understood, represent a well written story, and have an initial estimate of size. Customer Process Owner(s) should order the stories, creating an ordered list with the most important or impactful story at the top, followed by the next, and so forth. Stories lower on the ordered list may be less defined and will be further refined prior to entering into a sprint. STORY REFINEMENT AND ESTIMATION Provider reviews stories captured during the Examine stage and performs the following tasks: • Ensure each story is well written with a persona, a functional desire, and a justification (As a WHO, I want WHAT, so that WHY) • With input from Customer Process Owner(s), write an Acceptance Criteria for each story that will be used to measure when a story is complete and as the definition for unit testing • When a story has been detailed with a well written description and acceptance criteria Provider Technical Consultant estimates the size of the story. • Once stories have an estimated size and Acceptance Criteria, the story state can be updated from Draft to Ready. RELEASE PLANNING • Once stories are detailed, estimated, and ordered, Customer Process Owner(s) can determine what functionality constitutes a minimum viable product and should be placed into the current release. This is done with the guidance of Provider. • If new stories are identified after release planning has been completed, Customer Process Owner(s) must determine if the criticality surpasses the stories already in the release, and if so what stories should be removed in lieu of the new stories, ifthere is time and budget to extend the release or create an additional release, or if the release and/or engagement should be expanded following the Change Order process. • It is also valuable to state an overall goal of the release to facilitate better communication to Customer Executive Sponsor and other stakeholders. This differentiates one release from another in terms of value delivered and has more meaning than relying solely on a release number structure. • Provider Engagement Manager creates a team for each release with Customer Platform Administrators, Provider Business Process and Technical Consultants, and any other active participants. SPRINT PRE-PLANNING • With the release(s) planned, Provider Engagement Manager and Customer Project Manager can estimate the delivery team capacity per sprint and divide the total points in the release into one or more sprints. • As with the release, it can be valuable to set business goals for each sprint for more meaningful communications to Customer Executive Sponsor and stakeholders. ,. CREATE STAGE The purpose of the Create stage is to configure the ServiceNow platform per the ranked stories and produce a functional solution that meets business objectives and value. This iterative process leverages the Agile Scrum framework of development to ensure transparent value delivery, rapid and data-driven decision making, and effective team dynamics that promote creative solution creation. The Create stage commonly begins when Customer Executive Sponsor approves the scope of the release(s) and ends when either all release scope has been configured, or the approved timeline or budget dictates the end of configuration work. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 15 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F438724E3452 During this implementation Provider will be responsible for the initial configuration of the ServiceNow platform. Provider will be responsible for modifying the out-of-the-box applications. These modifications can include the creation of and/or changes to forms, fields, validations, workflows, scripts and automations. The extent of these customizations will be determined based on the requirements documented as user stories and prioritized by Customer. Provider and Customer will make a best effort to maintain the out-of-the-box configuration of applications when possible. This project will be conducted in interactive sprints, the items below are examples of possible configurations that could be accomplished during said sprints. SPRINT ACTIVITIES Each sprint will consist of a single two-week interval comprised of the following activities: • Development Planning Activities, including: o Sprint planning collaboratively with Customer to prioritize user stories for the sprint o Daily 15-minute huddles throughout the sprint o Customer definition of acceptance criteria for each user story o Requirements clarification with Customer as needed o Sprint review meeting with Customer to review completed stories o Light knowledge transfer as needed for completion/acceptance of stories o Customer acceptance of completed stories. Unaccepted stories will be reprioritized/redefined as needed by Customer for work in subsequent sprints. • ServiceNow configuration for each story included in the sprint • Initial testing of completed configuration against acceptance criteria The user stories critical for go-live should be prioritized for the first sprints. The final sprint before release is reserved for iteration and refinement of the stories from previous sprints rather than starting new user stories. If all critical stories are sufficiently complete at the start of the final pre-release sprint, additional non-critical stories can be started. If additional functionality is needed beyond what is completed in the initial sprints, additional sprints can be purchased via a Change Order to either postpone the go-live or to begin work on an additional release and go-live. CREATE STAGE ACTIVITIES The Create stage activities comprise the bulk of the project work during the sprints. The following are examples of typical activities that can be prioritized as stories within the sprints: MODULE CONFIGURATION • Configure or modify forms (views) for the module o Create/Modify fields on the form o Create/Modify UI Policies o Create/Modify Business Rules o Create/Modify Customer Scripts • Create or modify workflows with activities such as Approvals, Conditions, Notifications, Tasks, etc. • Conduct a one-time CSV import of categorization data • Create or modify module Homepage (dashboard) • Create or modify Service Level Agreements (SLAs) • Create or modify Inactivity Monitors related to module • Configure Assignment Rules • Create or modify Notifications related to module • Configure roles and Access Controls (security) • Configure Related Lists Proprietary and Confidential Version 5, Template l-l Drafted by Alex Goes, REQ46676 Page 16 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F438724E3452 • Create or modify single table reports related to module TRANSITION STAGE The purpose of the Transition stage is to manage the shift from ServiceNow platform configuration to testing and go-live and prepare Customer for ongoing production operation and support from ServiceNow Customer Support. The transition stage commonly begins when the last scheduled sprint in the release has completed and concludes at the end of the post go-live support period. Provider suggests reserving hours from the total sprint effort for Provider to assist with Transition phase tasks, as follows: • Assist with User Acceptance Testing (UAT) • Perform a Train-the-Trainer session • Conduct Go Live Checklist/Review • Run Production Pilot test • Cut over newly implemented Software to Customer's production system • Provide remote go-live support as needed during the one (I) week following go-live USER ACCEPTANCE TESTING (UA T) Customer Quality Assurance team typically creates UAT test cases and leads a small group of representative users through work scenarios using the newly configured ServiceNow platform as User Acceptance Testing (UAT). UAT test cases should provide testers a definition of the role being tested, often with test user accounts, to confirm the expected role permissions. Each test case covers multiple individual stories and takes the test through processes and procedures that represent the typical work to be performed. Optionally, the SOW may include additional time to assist in the creation oftest cases and guidance throughout the UAT cycle. CLOSURE The purpose of the Closure stage is to ensure the proper wrap up of the project. The Engagement Manager ensure project tasks are completed, prepares a final project status report, and conducts a Lessons Learned and Project Closure session with Customer. POST GO-LIVE SPRINT We often find that during the project Customers identify additional functionality they would like added to the system that was not originally planned for. To facilitate this Provider suggests reserving hours from the total project effort for Provider to assist with improving the configuration of ServiceNow after the product has gone live to production. ENGAGEMENT MANAGEMENT Engagement Management includes Management of Scope, Schedule and Budget. Weekly tasks include facilitation of scrum meetings, weekly team meetings, and touchpoints with Customer Project Manager and Sponsor, resource forecasting, weekly grooming of the story backlog, and facilitation of sprint planning and sprint review meetings. The Engagement Manager is responsible to report the weekly status of budget, scope and schedule to the customer Sponsor and Project Manager. The Engagement Manager will raise and mitigate risks to the project success in partnership with Customer and will serve as the primary point of contact and trusted advisor to Customer project team. BUSINESS PROCESS OVERSIGHT If hours are designated in this SOW as "Business Process Oversight" the Business Process Consultant will utilize those hours for regular process oversight and guidance during the project such as attending and providing process guidance during weekly status meetings. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 17 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 SENIOR ARCHITECT OVERSIGHT If hours are designated in this SOW as "Senior Architect Oversight" a Senior Architect will be assigned and will utilize those hours for regular technical architecture oversight and guidance during the project such as attending and providing application and technical architecture guidance during weekly status meetings. CONTINGENCY RESERVE The Project Management Institute defines contingency as, '·an amount of funds added to the base cost estimate to cover estimate uncertainty and risk exposure." Including contingency into the authorized project budget improves transparency and encourages realistic collaboration by the project team regarding budget and scope tradeoffs. (England, K. & Moreci, J., 2012, retrieved from https://www.pmi.org/leaming/library/contingency-are-covered-6099). Provider encourages this practice and provides this line item as a means of reserving contingency funds for the project. RESOURCES • Customer Resource Roles o Process Owner(s)-Customer will provide subject matter experts to be responsible for the correct and complete definition of each of the processes implemented within the Service Now product. o Project Manager -Customer will provide a project manager who will have overall responsibility for the project. The Project Manager will meet regularly with Provider Engagement Manager to review progress and resolve issues. o System Administrator(s) -Administrator training must be completed by Customer's assigned resource(s) no later than the beginning of the Plan stage. o Technical Resource(s) -Customer will supply required technical resource(s) to accommodate the scope of the implementation and to support the joint execution of the Project. To support the agreed integrations, Customer will also supply required technical resource(s) with working knowledge of the integration areas. o Testers -Customer resources that will perform testing related to this project. This will include some resources to perform initial story testing and some resources to perform any other testing typically performed by your organization such as User Acceptance Testing. o Trainer(s)-Customer resources that will provide training related to this project. Customer will be responsible for all training unless otherwise identified in this SOW. • Provider Resource Roles o Engagement Manager -Provider Engagement Manager will facilitate project planning, provide implementation expertise, ensure the SOW is being adhered to, allocate appropriate resources from Provider, manage escalations, and act as a single point of contact for the duration of Implementation. The Engagement Manager will facilitate at minimum a weekly status or update call to ensure the Project is progressing appropriately. o Business Process Consultant(s)-The Business Process Consultant will drive process definition, re- engineering, improvement and gap analysis of current and future processes together with Customer Process Owners, key Customer sponsors and stakeholders. o Integration Expert(s)-Provider will provide Integration Expert(s) to assist with integrations defined above. o Quality Assurance Expert(s)-Provider will provide Quality Assurance Expert(s) to test stories before turning them over to Customer. Quality Assurance Experts will also provide additional testing services if additional testing options are selected in this SOW. o Technical Architect -Provider will assign a technical lead that will provide direction on the best means of performing application configuration based on the defined business requirements o Technical Consultant(s) -Provider will provide Technical Consultant(s) to help with application configuration and assist with knowledge transfer to Customer Resource(s). o Trainer(s)-Provider resources that will provide training related to this project. The extent of the training provided will be determined based on the training options selected in this SOW. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 18 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order. PROJECT SCHEDULING Customer and Seller, who will jointly manage this project, will together develop timelines for an anticipated schedule ("Anticipated Schedule") based on Seller'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 Seller's performance of work ("Services Fees") and any other related costs and fees specified in the Expenses section ("Expenses"). Unless otherwise specified, taxes will be invoiced but are not included in any numbers or calculations provided herein. Seller will invoice for the Total Fees. SERVICES FEES Services Fees hereunder are FIXED FEES, meaning that the amount invoiced for the Services will be $90,896.64. The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone, as specified in Table I. Table I -Services Fees Project Milestones Percentage Fees Signed SOW 20% $18,179.33 Completion of Examine Stage 35% $31,813.82 (Documented stories received) Completion of Create Stage 35% $31,813.83 (ServiceNow instance ready for UAT) Completion of User Acceptance 10% $9,089.66 Testing (UAT) Totals 100% $90,896.64 EXPENSES Seller will invoice Customer for Seller's reasonable, direct costs incurred in performance of the Services. Direct expenses include, but may not be limited to: airfare, lodging, mileage, meals, shipping, lift rentals, photo copies, tolls and parking. Seller will charge actual costs for these expenses. Any projected expenses set forth in this SOW are estimates only. Travel time will be billed in accordance with Customer's Travel policy. Two (2) weeks' advance notice from Customer is required for any necessary travel by Seller personnel. CUSTOMER-DESIGNATED LOCATIONS Seller will provide Services benefiting the locations specified on the attached Exhibit ("Customer-Designated Locations"). Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 19 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 PROJECT-SPECIFIC TERMS I. Customer 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 Seller's performance of the Services ("Customer Components"). 2. Seller is not responsible for delays in performance directly caused by the unavailability of the Customer Components and will have the right, with prior written notice and after a reasonable opportunity for Customer to correct the failure, to reassign Seller personnel to work unrelated to this SOW and the services hereunder or to invoice Customer for time Seller personnel are thereby idled if reassignment is not feasible. 3. Both parties will treat all employee personally identifiable information as confidential per the Agreement. 4. Customer will provide in advance and in writing, and Seller will follow, all applicable Customer safety and security rules and procedures. 5. Customer is responsible for security at all Customer-Designated Locations; Seller is not responsible for lost or stolen equipment. 6. This SOW can be terminated by either party with cause upon at least thirty (30) days' advance written notice. 7. THERE ARE NO DELIVERABLES PROVIDED BY SELLER UNDER THIS SOW. 8. SOME OR ALL OF THE SERVICES PROVIDED UNDER THIS SOW WILL BE PERFORMED BY SELLER'S SUBCONTRACTOR: ______ APTRIS, INC. _____ _ Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 20 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 SOW TERMS AND CONDITIONS CONTACT PERSON( S) Each Party will appoint a person to act as that Party's point of contact ("Contact Person") as the time for performance nears and will communicate that person's name and information to the other Party's Contact Person. The Customer Contact Person is authorized to approve materials and Services provided by Seller, and Seller may rely on the decisions and approvals made by the Customer Contact Person (except that Seller understands that Customer may require a different person to sign any Change Orders amending this SOW). The Customer Contact Person will manage all communications with Seller, and when Services are performed at a Customer-Designated Location, the Customer Contact Person will be present or available. The Parties' Contact Persons shall be authorized to approve changes in personnel and associated rates for Services under this SOW. PAYMENT TERMS Customer will pay invoices containing amounts authorized by this SOW within thirty (30) days of Customer's receipt of the invoice. Any objections to an invoice must be communicated to the Seller Contact Person within thirty (30) days after receipt of the invoice. EXPIRATION This SOW expires and will be ofno force or effect unless it is signed by Customer and Seller within thirty (30) days from the SOW Created Date, except as otherwise agreed by Seller. CHANGE ORDERS This SOW may be modified or amended only in a writing signed by both Customer and Seller, generally in the form provided by Seller ('·Change Order"). In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in this SOW or a prior fully executed Change Order, the terms and conditions of the most recent fully executed Change Order shall prevail. MISCELLANEOUS This SOW shall be governed by that certain City of Mesa Agreement Number 2018011 Information Technology Solutions & Services between CDW Government LLC and City of Mesa, Arizona, administered by National IPA, effective March 1, 2018 (the "Agreement"). If there is a conflict between this SOW and the Agreement, then the Agreement will control, except as expressly amended in this SOW by specific reference to the Agreement. References in the Agreement to a SOW or a Work Order apply to this SOW. This SOW and any Change Order may be signed in separate counterparts, each of which shall be deemed an original and all of which together will be deemed to be one original. Electronic signatures on this SOW or on any Change Order ( or copies of signatures sent via electronic means) are the equivalent of handwritten signatures. This SOW is the proprietary and confidential information of Seller. Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 21 DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 SIGNATURES In acknowledgement that the parties below have read and understood this Statement of Work and agree to be bound by it, each party has caused this Statement of Work to be signed and transferred by its respective authorized representative. CDW Government LLC By: __.T--e-rr~e ..... 11__.J-. -Digitally signed by Name: I errell J. lsselhard, Jr. ----------lssel ha rd Jr Date: 2019.06.19 Title: Date: ------- Mailing Address: 230 N. Milwaukee Ave. Vernon Hills, IL 60061 I • 10:49:12 -05'00' 0 The following PSM has given approval: Eric Rivard Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Page 22 City of Carlsbad (CA) By: --~~--1,U,~~-Uf~---- Name: Elaine Lukey ------------------ Tit I e: _____ c_h_i_e_f_s_i _g_n_i _ng_o_f_f_,_· c_e_r ___ _ Date: 7/2/2019 ------------------ Mailing Address: Street: 163 5 Faraday Avenue City/ST/ZIP: Carlsbad, CA 92008 Billing Contact (If different than above): Street: ------------------ City/ST/ZIP: _____________ _ Approved As To Form DocuSign Envelope ID: C4790C72-F3ED-45EF-B0FA-F43B724E3452 EXHIBIT A. CUSTOMER-DESIGNATED LOCATIONS Seller will provide Services benefiting the following locations ("Customer-Designated Locations"). Table 3 -Customer-Designated Locations Location(s) City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Proprietary and Confidential Version 5, Template 1-1 Drafted by Alex Goes, REQ46676 Service(s) □ Assessment [2] Knowledge Transfer D Staff Augmentation [2] Configuration [2] Project Management D Support [2] Design D Reconfiguration [2] Training [2] Implementation D Reinstallation D Custom Work Page 23