HomeMy WebLinkAboutCDW Government LLC; 2020-09-03; NIPA 2018011-011
SUPPLEMENTAL TERMS & CONDITIONS to the NATIONAL IPA CONTRACT #2018011-01
These Supplemental Terms and Conditions to the National IPA Contract #2018011-01, (“Agreement”) dated as of this __ day of ______, 2020 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 isexperienced in information technology continuous improvement program services.
B.Contractor has the necessary experience in providing professional services and
advice related to information technology continuous improvement program services.
C.Contractor has submitted a proposal to City and has affirmed its willingness and abilityto perform such work.
D.Contractor was awarded National IPA Contract #2018011-01 (“NIPA Contract”)pursuant to a solicitation process. The NIPA Contract has been in effect since March 1, 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Unless expressly amended and/or superseded, the terms and conditions of this Agreement shall include, and expressly incorporate herein, all the terms and conditions of National IPA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 WORKCity retains Contractor to perform, and Contractor agrees to render those services that are definedin attached Exhibit "A" Statement of Work (the “Services”) and to include Exhibit “B” SOW Termsand Conditions and Exhibit “C” Customer-Designated Locations of the Services, which is
incorporated by this reference in accordance with this Agreement’s terms and conditions. To theextent any of the terms in any exhibit to this Agreement conflict, in whole or part, with the terms ofthis Agreement, the terms of this Agreement shall prevail.
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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.TERMThe term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional two (2) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement.
5.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.
7.SUBCONTRACTINGAll Services performed under this Agreement will be performed by Contractor or its authorizedsubcontractors who have been identified to Customer and approved by Customer in advance, suchapproval not to be unreasonably withheld. Notwithstanding any delegation of Services, Contractorwill 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 everysubcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicableto Contractor's work unless specifically noted to the contrary in the subcontract and approved inwriting by City.
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8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services.
9.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employees andvolunteers from and against all claims, damages, losses and expenses including reasonableattorney’s fees arising out of the performance of the work described herein caused by any negligenceerrors, acts, mistakes or omissions by Contractor or any subcontractor, or willful misconduct of theContractor, any subcontractor. However, notwithstanding the prior sentence, any claim shall not bean indemnified claim if such claim or damage was caused in whole by the actions of the City, itsemployees, agents, contractors or representatives. Under no circumstances shall either party beliable 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
10.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Ruthann Pearlman Name General Counsel
Title Client Service Manager Title General Counsel
Department IT Address 230 N. Milwaukee Avenue
City of Carlsbad Vernon Hills, IL 60061
Address 6135 Faraday Ave. Phone No.
Carlsbad, CA 92008 Email CDWG-PremiumPages@cdw.com,
Phone No. 760.248.7592
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.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories.
Yes No
12.GENERAL COMPLIANCE WITH LAWSContractor 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 ofthe 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
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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.
13.DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
14.TERMINATIONRESERVED.
15.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, otherthan a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor 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, orresulting from, the award or making of this Agreement. For breach or violation of this warranty, Citywill have the right to annul this Agreement without liability, or, in its discretion, to deduct from theAgreement price or consideration, or otherwise recover, the full amount of the fee, commission,percentage, brokerage fees, gift, or contingent fee.
16.CLAIMS AND LAWSUITSBy 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 submittedto City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractoracknowledges that California Government Code sections 12650 et seq., the False Claims Actapplies 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 recoverpenalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, includingattorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor toan 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.
17.JURISDICTION AND VENUEAny 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 changeof venue in these proceedings to any other county.
18.SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor andtheir respective successors. Neither this Agreement nor any part of it nor any monies due or to
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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.INSURANCEContractor 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 andauthorized to do business in the State of California. The insurance carrier is required to have a currentBest'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 InsuranceCommissioners (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 ageneral aggregate limit applies, either the general aggregate limit shall apply separately to thisproject/location or the general aggregate limit shall be twice the required occurrence limit.
• 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 noemployees and provides, to City's satisfaction, a declaration stating this.
• 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.
• Additional Provisions. Contractor will ensure that the policies of insurance required under thisAgreement contain, or are endorsed to contain, the following provisions:
• The City will be named as an additional insured on Commercial General Liability which shallprovide primary coverage to the City.
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• Contractor will obtain occurrence coverage, excluding Professional Liability, which will bewritten as claims-made coverage.
• This insurance will be in force during the life of the Agreement and any extensions of it andwill not be canceled without thirty (30) days prior written notice to City sent by certified mailpursuant 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.
21.BUSINESS LICENSEContractor 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 AGREEMENTThis 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 ofthe Agreement supersede the purchase order. Neither this Agreement nor any of its provisions maybe amended, modified, waived or discharged except in a writing signed by both parties.
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23.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 tobind 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.
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:
Name:
Title:
Date:
By:
Name:
Title:
Date:
Mailing Address:
230 N. Milwaukee
Ave. Vernon Hills,
IL 60061
Mailing Address: Street:
City/ST/ZIP:
The following PSM has given approval:
Eric Rivard
Billing Contact (If different than above):
Street:
City/ST/ZIP:
Maria Callander
IT Director
1635 Faraday Avenue
Carlsbad, CA 92008
APPROVED AS TO FORM
Celia Brewer, City Attorney
BY: _______________________
Assistant City Attorney
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Timothy N Ancona
VP ServiceNow Solutions
8/28/2020 9/3/2020
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SOW 6438
STATEMENT OF WORK
Project Name: 40 Hour Continuous Improvement Planning Services Seller Representative:
Rich Adams
(847) 465-6000
richada@cdw.com
Customer Name: CITY OF CARLSBAD
CDW Affiliate: CDW Government LLC
SOW Created
Date: July 06, 2020
Solution Architect:
Mark Hannasch
Drafted by: Karina Ramos
This statement of work (“Statement of Work” or “SOW”) is made and entered into on the last date that this SOW is fully
executed as set forth below (“SOW Effective Date”) by and between the undersigned, CDW Government LLC (“Provider,”
and “Seller,”) and CITY OF CARLSBAD (“Customer,” and “Client,”).
PROJECT DESCRIPTION
PROJECT SCOPE
INTRODUCTION
The Continuous Improvement Program (CIP) is designed to provide a continuous improvement and maintenance program for
an Organization’s ServiceNow solution. The CIP program provides access to the expertise of a ServiceNow certified
consultant and the consistency of regularly scheduled work on the system, to supplement an Organization’s internal
administrative resources.
PROGRAM TASKS MAY INCLUDE
•Regularly scheduled meetings to review status and direction of the platform
•ServiceNow system administration services
•Designated Technical Consultants assigned to your company
•Regularly scheduled contract reporting
•Service available Monday-Friday 8:00am - 5:00pm CT (Excluding National Holidays)
CIP Services Included
The following ServiceNow Services may be included within this SOW:
•Regular review of ServiceNow system configuration
•Regular maintenance on a scheduled basis that may include
o Archiving old records
o Clearing out old activity log and email records
o Performing consistency checks on the ServiceNow structure
EXHIBIT A
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•Requirements gathering for future platform enhancements
•Address issues, questions, and customizations as needed
•System configuration, screen design, automation, and upgrades where they are of appropriate complexity to fit
within the regularly scheduled program hours (work of sufficient complexity/scope that exceeds the chosen level of
program hours would utilize project hours)
•Technical review and improvement where appropriate within the regularly scheduled program hours
•Provide knowledge transfer/mentoring as needed with the designated Customer contact
•Report customization/configuration as needed
•Ad hoc questions answered via email or phone that are less than 15 minutes each do not count against Billable Units.
•Access to Customer Portal which includes Case creation, tracking, testing, and approval as well as real-time
reporting
Where noted below, wherever onsite is mentioned CDW will make adjustments as necessary within government and
regulatory guidelines or restrictions and work with the Customer to provide the same services remotely.
GENERAL RESPONSIBILITIES AND ASSUMPTIONS
•Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller’s
performance of the Services.
•Customer will provide in advance and in writing, and Seller will follow, all applicable Customer’s facility’s safety
and security rules and procedures.
•Customer is responsible for security at all Customer-Designated Locations; Seller is not responsible for lost or stolen
equipment, other than solely as a result of Seller’s gross negligence and willful misconduct.
•This SOW can be terminated by either party without cause upon at least fourteen (14) days’ advance written notice.
CONTACT PERSONS
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.
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.
CHANGE MANAGEMENT
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”). Services not specified in this SOW are considered out of scope and will be addressed with a
separate SOW or 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.
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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”).
Seller will invoice for Total Fees. Customer will pay invoices containing amounts authorized by this SOW in accordance
with the terms of the Agreement. Unless otherwise specified, taxes will be invoiced but are not included in any numbers or
calculations provided herein. Any objections to an invoice must be communicated to the Seller Contact Person within fifteen
(15)days after receipt of the invoice.
SERVICES FEES
Services Fees hereunder are FIXED FEE of $35,000 per Agreement year and will be invoiced in quarterly increments of
$8,750 as reflected in Table 1.
This agreement will renew each quarter of the two year term unless canceled at least 30 days prior to the start of a new quarter
within the two year term.
The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone for a 2
year term (see Table below).
Incidents/Requests that are less than 15 minutes each do not count against Hours included. Incidents/Requests that are 15
minutes or more will use program hours. Seller reserves the right to limit this feature to one per day.
*If the Customer requests and receives support over the Hours included defined in the CIP program as listed above, those
overage Hours included will be billed at a rate of $218.75 per Hour and require a Change Order to document the overage
amount invoiced to the Customer.
The rates presented in the table below apply to scheduled Services that are performed during Standard Business Hours
(meaning 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding holidays).
Hours will be measured in (1) hour and 15 minute (.25 hour) increments with a minimum of 15 minutes (.25 hour) billed each
day Services are performed remotely and eight (8) hours billed each day Services are performed at any Customer-Designated
Location(s).
Upon notice, Seller may adjust the rates below, provided that the rates will remain fixed for at least six (6) months after the
SOW Effective Date and then again for at least six (6) months after any subsequent adjustment.
Hours do not accumulate. At the start of a quarterly billing cycle any unused hours will expire and a new block of Hours will
be credited to the account for use in the upcoming quarter. Table – Services Fees Milestone Percentage Fee
Signed SOW 25% $8,750.00
91 days from the 1st day of the month following SOW signature 25% $8,750.00
181 days from the 1st day of the month following SOW signature 25% $8,750.00
271 Days from the 1st day of the month following SOW signature 25% $8,750.00
Totals 100% $35,000.00
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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 not be billed for this project.
TRAVEL NOTICE
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 C (“Customer-Designated
Locations”).
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EXHIBIT B
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
This SOW shall be governed by that certain City of Mesa Agreement Number
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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.
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EXHIBIT C
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations (“Customer-Designated Locations”).
Location(s) Address
City of Carlsbad -
Administration Building
1635 Faraday Ave., Carlsbad, CA 92008
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