HomeMy WebLinkAboutCDW Government LLC; 2020-05-04; 2020-PSA/IT04Tracking # 2020-PSA/IT04
AGREEMENT FOR AD-HOC DEPLOYMENT SERVICES
CDW GOVERNMENT LLC
THIS AGREEMENT is made and entered into as of the ______ day of
___________ , 20_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CDW GOVERNMENT LLC, ("Contractor").
RECITALS
A.City requires the 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 andability 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 PERFORMANCEWhile 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.TERMThe 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.
5.COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not
exceed thirty-four thousand dollars ($34,000). 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-four thousand dollars ($34,000) per
Agreement year. The City reserves the right to withhold a ten percent (10%) 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".
City Attorney Approved Version 6/12/18
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May 20
4th
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Manager, Service ContractsShawn Luedde
for
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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 pe1formed 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
fotih 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
Except as otherwise provided by this Agreement, this SOW shall be governed by that cetiain City of Mesa
Agreement Number 2018011 Information Technology Solutions & Services between CDW Government LLC and
City of Mesa, AZ, administered by National IPA, effective March 1, 2018 (the "Mesa Agreement"). If there is
a conflict between this SOW and the Mesa Agreement, and/or this Agreement, then this 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
counterpatis, 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. Subject to the disclosure requirements of the California Public Records Act,
this SOW is the proprietary and confidential information of Seller.
Page 4 Proprietary and Confidential Version: 3 Contract Number: 55410 Drafted by: Natosha Hunt-Mobley
CDW,LLC.
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