HomeMy WebLinkAboutCDW Government LLC; 2020-05-04; 2020-PSA/IT09Tracking # 2020-PSA/IT09
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AGREEMENT FOR AD DS PLANNING AND DESIGN 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 contractor that is experienced in Active
Directory Domain Services Planning and Design.
B. Contractor has the necessary experience in providing professional services and
advice related to Active Directory Domain Services Planning and Design.
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 one (1) year from the date first above
written.
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
thirty-one thousand, seven hundred, and four dollars ($31,704). No other compensation for the
Services will be allowed. 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".
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.
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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
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 attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
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.
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
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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.
10.1.1 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 project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 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.
10.1.3 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.
10.1.4 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:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 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 sent by certified
mail pursuant to the Notice provisions of this Agreement.
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.
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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. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. 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 For Contractor
Name Joe Stephenson Name Jeremy Whiting
Title IT Manager Title Solutions Architect
Department Information Technology Address 230 N. Milwaukee Avenue
City of Carlsbad Vernon Hills, IL 60061
Address 1635 Faraday Avenue Phone No. 866.782.4239
Carlsbad, CA 92008 Email jerewhi@cdw.com
Phone No. 760-602-2789
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.
16. CONFLICT 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 report
investments or interests in all categories.
Yes No
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17. 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.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. 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 (10) 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.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
21. 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
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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.
22. 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.
23. 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.
24. 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.
25. 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.
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26. 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 CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Maria Callander, IT Director
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENGLESON
City Clerk
(print name/title)
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 Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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, City Attorney
BY: _____________________________
Assistant City Attorney
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Shawn Luedde Manager, Service Contracts
For
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EXHIBIT “A”
SCOPE OF SERVICES
See attached Scope of Work dated February 20, 2020 for AD DS Planning & Design Services.
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STAT EM EN T OF WORK
STATEMENT OF WORK
Project Name: AD DS Planning and Design Services Seller Representative:
Richard Adams
805-559-0563
richada@cdw.com
Customer Name: CITY OF CARLSBAD (CA)
CDW Affiliate: CDW Government, LLC.
Date Requested: February 28, 2020 Solution Architect:
Jeremy Whiting Seller Services Manager: JJ Joson Version: 1
This statement of work (“Statement of Work” or “SOW”) is made and entered into on the date this SOW is 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 SCOPE 39TOVERVIEW
Customer currently has 5 disparate Active Directory Domain Services (“AD DS”) Forests and would like to move
down the path of consolidating into a single AD DS Forest. There are currently issues with Customer unable to
purchase their public domain names which results in issues with the internal PKI infrastructure. These issues and
others are on the roadmap to be fixed and Customer has engaged Seller to provide an in depth design review and
redesign of the current environment to help define consolidation next steps.
PRE-PLANNING
APPROACH
In order to ensure a successful project, Seller will follow its proven methodology that focuses on envisioning,
planning, design, and deploy phases.
During these phases, Seller will work with Customer in a team-centric approach in order to ensure that knowledge
transfer and best practices are provided to Customer team. It is assumed that Customer will provide a ‘point’ person
who has knowledge of Customer systems and setup in order to provide input to the planning and design efforts.
The Workshops described in this SOW will facilitate direct knowledge transfer between Seller and Customer staff,
preparing Customer to more effectively participate in the implementation of Microsoft AD DS. Techniques include
a combination of formal presentation and less structured discussions that allow Customer staff to acquire
information about the technologies specific to Customer deployment requirements. The design workshops will
discuss the technology overview, best practices and design elements specific to Customer environment.
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PRE-PLANNING – DOCUMENTATION REQUEST
Seller needs to review Customer documentation of its current environment prior to the workshop activity.
Upon the receipt of a signed SOW, Seller will work with Customer to obtain this documentation that will prepare
Seller for the Design Workshops. This documentation will be reviewed prior to the commencement of the Kick-Off
Meeting. If the required documentation is not available, Seller has a Site Assessment worksheet that can be provided
to help gather the documentation.
The Current State Document Request List includes: Domain Environment, Directory Services environment,
Messaging environment, Network Environment, User Population, Service Levels and Administration.
PROJECT KICK-OFF MEETING
Seller will begin with a Project Kick-off Meeting with the core Customer Project team. The initial meeting may
require time with Customer business stakeholders, program sponsors, leads and IT managers. These interviews will
help drive out the required business objectives, drivers, overall design objectives and finalize the scope. This
meeting should occur at least one week prior to the onsite design and planning activities in order to give the teams
the opportunity to prepare.
Topics for this meeting include:
• Knowledge transfer and review of company and project vision
• Outline of primary goals, objectives, and project requirements
• Knowledge transfer of Company Physical Profile and Organization structure including special requirements
for a location of business unit
• Document Request Current State
• Establishment of Project Management protocol for the engagement
• Establishment of Roles and Project Schedule
PLANNING SESSION
Planning is important and key to the success of a project or group of projects. The first day of onsite design and
planning will include a session to clarify and review the gathered current state information. The requirements for the
new environment will also be outlined during this session.
• Current State. Review and clarification of questions on the Current State environment.
• Requirements Definition. Determine, review and prioritize requirements for users, directories, security,
coexistence, migration process, and monitoring and maintenance activities.
PLANNING AND DESIGN
The Design Workshops described in this document will facilitate direct knowledge transfer between Seller and
Customer staff, preparing Customer to more effectively participate in the consolidation of AD DS. Techniques
include a combination of formal presentation and less structured discussions that allow Customer staff to acquire
information about the technologies specific to Customer deployment requirements. The design workshops will
discuss the technology overview, best practices and design elements specific to Customer environment.
EXISTING AD DS DESIGN REVIEW AND VALIDATION
Since Customer has an existing environment, Seller will review this environment. This review will focus on the
suitability of the environment to support a consolidation and on comparing the environment to best practices to
identify any gaps or necessary remediation steps.
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The AD DS Design Review will cover the following topics with respect to the existing AD DS environment:
• Architecture Design
○ Current State and Requirements Review
○ Forest and Domain Architecture
○ Name Resolution and Network Services
○ Sites and Services Architecture
○ Operations Master Roles and Domain Controllers
○ Backup and Restore
• Administrative Design
○ Account Model
○ Group Model
○ Delegation of Administration
○ Group Policy Model Design
AD DS MIGRATION PLANNING WORKSHOP
The AD DS Coexistence and Migration Planning Workshop is a critical component in determining a comprehensive
migration plan that minimizes user disruption and process changes during the production migration phase. During
this phase, Seller will work with Customer to ensure that knowledge transfer and best practices are provided to
Customer team.
The AD DS Coexistence and Migration Planning Workshop will cover the following topics:
• Migration Approaches
• Network Services Integration
• Domain Consolidation Strategy
• Data Migration Strategy
• Applications and Services Migration Strategy
• Tools Selection
• Deployment Planning
○ Pre-Requisites
○ Communication Plan
○ Environment Build
○ Coexistence
○ Testing
○ User Migration Process
○ Workstation Migrations Process
○ Project Milestones and Timeline
PROJECT CLOSURE AND NEXT STEPS
At the project’s conclusion, a closure meeting will be held with Customer and Seller (Delivery and preSales
resources) to verify that all business and technical requirements have been satisfied. If, during the engagement, next
steps or recommendations have been discovered by Seller those options will be presented to Customer for future
action.
PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the project:
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• Kick Off Meeting. Review SOW including project objectives and schedule, logistics, identify and confirm
project participants and discuss project prerequisites.
• Project Closure Meeting. The project team will meet to recap the project activities, provide required
documentation, discuss any next steps, and formally close the project.
• Change Management. When a change to a project occurs, Seller’s project change control process will be
utilized.
PROJECT ASSUMPTIONS
1. This project is limited to a 5 AD DS forest(s) comprised of 5 domain(s).
2. All tools Seller installs or runs will be done so on Customer’s hardware. Seller retains all rights to Seller-
developed tools.
3. The current AD DS is healthy and properly functioning.
4. The current DNS is healthy and properly functioning.
5. You and Seller will follow Seller’s Project Management Methodology for this project.
6. You will provide network connectivity, Internet access and voice access for local and long-distance calls.
7. All Change Orders will be provided in a timely fashion either by U.S. Mail, e-mail, personal transfer or
facsimile transmission to Seller’s contact person.
8. If specified in the “Description/Scope of Services” section above, initial support services related to the
services that are the subject of this SOW will be available as specified in that section. Seller will invoice
you for the time Seller performs this support, calculated using the rates specified in the “Professional
Services Fees” section below (in the increments specified therein).
9. Customer will provide subject matter experts in any applications that may be necessary to connect to AD
DS. These experts will provide the project team with authentication and migration plans. Seller will NOT
design any application migration procedures.
10. Customer acknowledges that Seller may earn a Microsoft incentive payment if Customer purchases
Microsoft products from Seller. Furthermore, Customer hereby consents to Seller receiving any such
payment from Microsoft and has no objections in relation thereto.
11. Cost of Delay: The cost of all delays in Customer approval, issue resolution, and information provision to
our team will be paid by Customer.
12. External Dependencies: There may be external projects/dependencies that may have significant impact on
the timeline, schedule, and items/services provided. It is our assumption that every reasonable attempt will
be made to mitigate such situations.
CUSTOMER RESPONSIBILITIES
1. Communicate all material project matters to Seller’s contact person.
2. Application compatibility and application support.
3. Provide at least one qualified technical person with system administration responsibilities for the duration
of the project.
4. Provide qualified personnel at your location (or any other location designated by you where services are to
be provided) to support your existing equipment for the duration of the project.
5. Provide other full-time, qualified, knowledgeable personnel who will perform your obligations under this
SOW; make timely decisions necessary to move performance of the services forward; participate in this
project to the extent reasonably requested by Seller; and reasonably assist Seller with its performance of the
services.
6. Provide Seller’s personnel with appropriate levels of access and privilege to systems and information
necessary for Seller’s performance of the services.
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7. Build new server hardware and/or create guest virtual machines, install baseline operating system, establish
network connectivity, and update OS with the latest patches, according to Microsoft best practices.
OUT OF SCOPE
Specific tasks outside this SOW include, but are not limited to:
1. Seller is NOT investigating, assessing, documenting, evaluating risk, or mitigating any of the following:
a. Application compatibility with Schema upgrade.
b. Applications compatibly with domain services functional level changes.
c. Applications installed on DCs and their functionality after removing AD DS.
2. Redesign of the structure of AD DS OUs, Groups, or Group Policies.
3. Hardware build and configuration of servers for the new servers (“rack and stack”).
4. Provisioning of virtual servers to be used in this project.
5. Remediation of application dependencies on AD DS.
6. PKI health review, configuration or migration.
7. Reorganizing or repermissioning file server volumes and directories.
8. Installing and configuring antivirus, monitoring and/or backup agents on new Windows Servers. Customer
is responsible for the solutions and will ensure that the servers are protected after the operating system is
installed.
9. Seller will not be conducting formal training; however, knowledge transfer is integral to our approach
throughout execution of our methodology.
10. User, administrative operations or other documentation not specifically previously mentioned.
11. Troubleshooting and/or remediation of the current AD DS environment.
12. Designing the migration of and/or migrating Exchange or Skype for Business/Lync servers in this project.
13. Backup/disaster recovery. Seller will not develop a backup/disaster recovery plan for the new environment
as a part of this engagement.
14. Writing end user and administrator process documentation. That documentation can be added to the
project’s scope but will require a change request for the additional hours required.
Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or
Change Order.
ITEM(S) PROVIDED TO CUSTOMER
The following will be provided to Customer by the completion of this project.
Table 1 – Item(s) Provided to Customer
Item Description Format
AD DS Review/Validation Document that has captured all inventory that has been gathered during the Analysis and Planning phase and the AD DS Architectural Design and Administration Review/Validation workshops.
PDF
AD DS Migration Planning Design Final design document that includes:
• Migration planning design
• Migration strategy and approach
• Dependencies and coexistence design
PDF
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Item Description Format
Next Steps/Recommendation follow-up pre-SOW
Preliminary Statement of Work written by pre-Sales (non-billable) for the recommended next steps. PDF
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
(“Service 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 $31,704.00.
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
Signed SOW 33.3% $10,568.00
Discovery 33.3% $10,568.00
Completion of Work 33.3% $10,568.00
Totals 100% $31,704.00
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 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”).
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Page 7 Proprietary and Confidential CDW, LLC. Version: 1 Contract Number: 60569 Drafted by: Ella Clark
PROJECT-SPECIFIC TERMS
1.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.This SOW can be terminated by the Customer without cause upon at least thirty (30) days’ advance written
notice.
8. THERE ARE NO DELIVERABLES PROVIDED BY SELLER UNDER THIS SOW.
9. SOME OR ALL OF THE SERVICES PROVIDED UNDER THIS SOW WILL BE PERFORMED BY SELLER’S
SUBCONTRACTOR: NONE
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Page 8 Proprietary and Confidential CDW, LLC. Version: 1 Contract Number: 60569 Drafted by: Ella Clark
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 of no 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
Except as otherwise provided by this agreement, 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 “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 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. Subject to the disclosure
requirements of the California Public Records Act, this SOW is the proprietary and confidential information of
Seller.
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Page 9 Proprietary and Confidential CDW, LLC. Version: 1 Contract Number: 60569 Drafted by: Ella Clark
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. CITY OF CARLSBAD (CA)
By: InternalSignature1____________________________
Signature
Name: InternalName1____________________________
Date: InternalDate1 _______________________________________
By: ExternalSignature1___________________________
Signature
Name: ExternalName1____________________________
Date: ExternalDate1 ________________________________________
Mailing Address:
230 N. Milwaukee Avenue, Vernon Hills, IL. 60061
Mailing Address:
Street: ________________________________________
City/ST/ZIP: ___________________________________
The following PSM has given approval:
JJ Joson
Billing Contact:
Street: ________________________________________
City/ST/ZIP: ___________________________________
A purchase order for payment hereunder is attached.
A purchase order is not required for payment hereunder.
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Page 10 Proprietary and Confidential CDW, LLC. Version: 1 Contract Number: 60569 Drafted by: Ella Clark
EXHIBIT A.
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations (“Customer-Designated Locations”).
Table 3 – Customer-Designated Locations
Location(s) Service(s)
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA, 92008
☑ Assessment
☐ Configuration
☑ Design
☐ Implementation
☑ Project Management
☐ Staff Augmentation
☐ Support
☐ Training
☐ Custom Work
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