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HomeMy WebLinkAboutGTC Systems; 2013-09-16;AGREEMENT FOR PHYSICAL AND VIRTUAL SERVER MIGRATION SERVICES GTC SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the day of 5'<yrfaK\bci^ . 20/3. by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and GTC Systems, Incorporated a California corporation, ("Contractor"). RECITALS City requires the professional services of an information technology infrastructure contractor that is experienced in the physical to virtual server migration process and deployment of a Citrix based virtual desktop environment. Contractor has the necessary experience in providing these professional services, 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of six (6) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be on a time and materials basis and will not exceed five thousand five hundred fifty dollars ($5,550). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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' City Attorney Approved Version 1/30/13 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless othenA/ise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 four categories. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS City Attorney Approved Version 1/30/13 This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. 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: (sign here) Cathy Wang, Controller (print name/title) By: Tina ytestian Chief Technology Officer C-'^O^V-^OR r o ATTEST: (sign here) Keith Michael Esshaki, CEO 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. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. ^B^A^R, City Attorney y Assistant City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Project Vision City of Carlsbad has engaged GTC to provide consulting services to assess and migrate a storage / SQL server migration project. The Deployment will take place at the City of Carlsbad Faraday Center. The objective of the project is migrate servers from the physical to the virtual environment. COMPLETED BY TASK TO BE COMPLETED GTC Shut down clusters passive node GTC Clean active node (delete unnecessary files) shut down all database services prior to starting the conversion process GTC Start physical to virtual migration process GTC After physical to virtual migration process is complete create a new SQL virtual machine GTC Check all services are online GTC Test all applications connecting to the databases Estimated Time Scoped for Project The following is an overview of the allotted time for server migration project. Approximately twenty (20) hours of GTC resources have been allocated to the completion of this project. This is an estimated time based on practical experience deploying similar solutions. Description of GTC Staff Fees Implementation consulting services Travel Included 20hrs X $277.50/hr $5,550 Total Estimated Project Fees $5.550 1. Fees will be billed as follows: a. Server migration consulting services, performed afterhours (after 6pm and before 8 am on weekdays) or a weekend, will be billed at an hourly rate of two hundred seventy seven dollars and fifty cents ($277.50). b. On-going migration and virtualization consulting services will be billed at $185 per hour when performed between the hours of 8am and 6pm Monday through Friday. . City Attorney Approved Version 1/30/13 2. For work billed on an hourly basis. City shall designate a Manager or other employee to review for approval the time records of Contractor personnel on a form provided by Contractor and submitted to the designate City approver. City's approval of such time records shall be evidenced by its signature thereon and such approval shall constitute acceptance of the work performed by technical personnel and City's agreement to pay Contractor as stated herein. Acceptance by City shall not be unreasonably withheld and any refusal to accept shall be noted on the time record for the relevant week, with a written explanation of the reasons that the work was not acceptable. Nothing herein shall eliminate City's obligation to pay Contractor for any services provided by technical personnel which City has approved by some other means. Assumptions Contractor consultants should have access to the following: • Workspace (desk, chair, etc.) and access to offices during normal work hours • Network connections • Internet access • Telephone access • Printer, copier and fax access • City will provide all necessary and pre-identified hardware and software required for this project. While onsite, GTC Systems' resources will be expected to work towards the completion of project deliverables. It is expected that the City may use a limited amount of time from them to assist with questions and items of an advisory nature regarding the existing environment. Change Management Process GTC Systems follows a structured methodology with respect to managing unexpected scope changes. Such scope changes may be encountered in projects such as this one. If items requiring a scope change are identified, the following are the high-level steps that we will follow to discuss these with Client: • Discuss and confirm need for additional work with Client. • Identify additional tasks and deliverables associated with the scope change. • Estimate the work effort associated with the additional tasks and deliverables • Draft a Change Order to the Original Statement of Work • Get Change order approved by Client Outside of This Proiect Scope Although the parties will identify issues that might not be related to the scope mentioned above, with the limited timeframe for this project, the parties must agree to a fixed scope of tasks that will allow success to be achieved in the required timeframe. It may be determined that some issues uncovered in this process are in addition to this scope, which may require changes to this scope, but it is best that a future project be defined to address issues not directly related to the Vision set forth in this document. City Attorney Approved Version 1/30/13 Risk Management Matrix A critical success factor for this project is to accurately identify and mitigate risks duhng every phase of the project. Schedules for the defined project must use risk assessments as their fundamental planning assumptions. A Risk is broadly defined as any issue that threatens the overall success of the project or affects the ability of the team to fulfill the project scope. There are currently no risks identified for the project at this time. City Attorney Approved Version 1/30/13