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HomeMy WebLinkAboutCDW Government LLC; 2022-02-24;1 SUPPLEMENTAL TERMS & CONDITIONS to the NATIONAL IPA CONTRACT #2018011-01 Agreement Contractor City NIPA Contract 1. SCOPE OF WORK Services 2 2. STANDARD OF PERFORMANCE 3. TERM 4. TIME IS OF THE ESSENCE 5. STATUS OF CONTRACTOR 6. SUBCONTRACTING 7. OTHER CONTRACTORS 3 8. INDEMNIFICATION 9. NOTICES 10. CONFLICT OF INTEREST 11. GENERAL COMPLIANCE WITH LAWS x 4 12. DISCRIMINATION AND HARASSMENT PROHIBITED 13. COVENANTS AGAINST CONTINGENT FEES 14. CLAIMS AND LAWSUITS et seq. 15. JURISDICTION AND VENUE 16. SUCCESSORS AND ASSIGNS 5 17. INSURANCE OR OR (CGL) $2,000,000 6 18. BUSINESS LICENSE 19. ENTIRE AGREEMENT 7 20. AUTHORITY SIGNATURES City of Carlsbad (CA) Mailing Address: Mailing Address: Billing Contact (If different than above): EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 1 CDW Government LLC STATEMENT OF WORK Project Name:Service Portal SmartFlex Implementation Services Seller Representative:Rich Adams +1 (847) 465-6000richada@cdw.com Customer Name:City of Carlsbad (CA) CDW Affiliate:CDW Government LLC Date:February 4, 2021 Solution Architect:Lauren Woodruff Drafted By Summer Pace Specialty ResourceTyler Miller 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, CDWGovernment LLC (“Provider,” and “Seller,”) and City of Carlsbad (CA) (“Customer,” and “Client,”). This SOW shall be governed by that certain City of Mesa Agreement Number 2018011 Information Technology Solutions & Services between CDWGovernment LLC and City of Mesa, Arizona, administered by National IPA, effective March 1, 2018 (the “NIPA Contract”), as modified by the Supplemental Terms & Conditions between the Provider and Customer (the “Agreement”)to which this SOW is an exhibit.If there is a conflict between the NIPA Contract,this SOW and the Agreement, then the order of precedence for resolving the conflict will be the SOW,the Agreement, and the NIPA Contract. PROJECT SCOPE SMARTFLEX PROGRAMThe SmartFlex Program is designed to provide a flexible option for maintenance and enhancements to an organization’s ServiceNow solution. The program provides access to the expertise of ServiceNow consultants through a flexible ServiceNow implementation program focused on continuous management of a backlog and iteratively planned releases. The SmartFlex Program includes: Continuous management of SmartFlex program andbacklog. Releases &resources planned alongside your teams. Flexibility to plan and utilize breadth of ServiceNowpractice resources at varied times within program duration. Implementation consultants dedicated to program and releases allowing for planned and reportable results. Regularly scheduled and ad hoc contractreporting. No increase to defined rates for length ofSOW. Within the SmartFlex Program, Provider consultants break down ServiceNow maintenance & enhancement into iteratively planned ‘Releases’, which are time-boxed scopes of work including an estimated hourly Provider resource plan compared to the total Services Fees budget of this SOW. Provider SmartFlex Program services are to be provided for a period of twelve (12) months, defined as forty-eight (48 weeks), following an initial program kickoff meeting with Provider Program Manager. During this period, a minimum of five (5) resource hours from the ‘Principal’ Resources section defined within this SOW are to be utilized each week.Utilization of SmartFlex Program services is to expire three (3) months, defined as twelve (12) weeks, following the defined period of service or at the point the total Services Fees budget of this SOW is utilized, whichever condition is achieved first. Provider Responsibilities include: EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 2 CDW Government LLC 1.Plan and review Releases with Customer Project Manager and key stakeholders. 2.Collect and review new backlog items, and if needed, schedule session(s) with appropriate Customer & Provider resources to gather additional information. 3.Coordinate Provider resource execution of work planned within Releases. 4.Coordinate Provider resource planning and execution of continuous work outside of Releases, such as Release planning or maintenance support. 5.Notify Customer stakeholders when requested work within or outside of Releases is completed. 6.Report on status of the SmartFlex Program in addition to actual Provider resource time & cost utilized. 7.Work with Customer ‘Project Manager’ to plan utilization of budgeted Provider resources within Program duration. Customer Responsibilities include: 1.Designate a Customer ‘Project Manager’ as a single point of contact for Provider Program Manager and resources. 2.Provide access to systems and key stakeholders needed for Provider resources. 3.Review and approve program Releases and estimates with Provider Program Manager and key stakeholders. 4.Approve Provider resource planning for execution of continuous work outside of Releases, such as Release planning or maintenance support. 5.Prioritize and approve new backlog items with Provider Program Manager. 6.Coordinate Customer testing and approval of Release functionality for promotion to production environment. 7.Provide desired governance for scheduling and promoting Release functionality to production environment. 8.Work with Provider Program Manager to plan utilization of budgeted Provider resources within Program duration. The following Provider resources are available to be planned and utilized within the total Services Fees of this SOW, at the hourly rates defined: ‘PRINCIPAL’ RESOURCES Hourly Rate: $240.00 per hour Planned Budget Compared to Services Fees: $57,600.00 Program Manager/Engagement Manager(s): Set up and lead program introduction, kickoff, and status meetings. Coordinates all Provider resources to ensure successful program delivery. Serve as primary point-of-contact for project status and escalations. Work with Provider Solution Architect and Customer stakeholders to review development backlog and plan Releases. Manages program schedule, resolving blockers, and mitigating risks to ensure successful program delivery. Solution Architect(s): Make recommendations related to system administration and system management best practices. Work with Provider Program Manager and Customer stakeholders to review development backlog and plan Releases. Lead and coordinate development activity within planned Releases. Manage technical go-live and knowledge transfer activities with Customer ServiceNow system administrator(s). Business Process Consultant(s): Partner with Provider Solution Architect to recommend technical solutions that support process best practice. Share real-world experience to help clients work through process challenges and pain points. Provide guidance and recommendations that leave clients a runway for additional growth and improvements. Prepare and deliver training planned within Releases. EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 3 CDW Government LLC ‘OPERATIONAL’ RESOURCES Hourly Rate: $192.00 per hour Planned Budget Compared to Services Fees: $69,120.00 Developer(s): Work within Releases to develop planned functionality. Document developed solution artifacts. Escalate any risks related to solution or solution development to Provider Solution Architect for mitigation and to ensure successful delivery. Technical Consultant(s): Performs Seller SNS Developer role in cases where tactical engagement with Customer stakeholders is needed. Responsibilities vary based on documented enhancements and Customer priorities. Business Analyst(s): Partner with Provider Principal resources and Customer stakeholders to translate business requirements into solutions, review development backlog, and plan Releases. Work with Customer stakeholders to build process documentation and platform content. Participate in configuration show-back to help align process and technology throughout the development stage. Quality Analyst(s): Execute tests against functionality acceptance criteria to ensure solutions meet Customer requirements. Escalate any risks related to solution or solution development to Provider Solution Architect for mitigation and to ensure successful project delivery. KNOWN INITIAL GOALS Known initial goals are understood to be an initial activity and skillset focus, but do not represent discrete Items/Services Provided nor a limit of scope for the SmartFlex Program. Initial activity and Release planning will focus on these known initial goals: Service Catalog Taxonomy o Service Catalog Taxonomy and Design Workshop o Enhancement of Service Catalog Structure o Define a structure that is easy for end-users to navigate o Use ServiceNow capabilities like order guides to simplify multiple item needs like (New Employee’s, New Computers, etc.) Service Portal Basic Implementation o Portal design using Out of Box (OOB) templates o Work with City Marketing department for Branding (Colors / Logo) o Key portal Activities: o Portal Search o Service Catalog o Incident Submission o Knowledge lookup o Existing Ticket Lookup o My Assets Service Catalog Remediation and Enablement o Based on results from the Service Catalog Taxonomy Workshop, work with client to reclassify existing service catalog making changes, additions, and deletions where needed. o Knowledge Transfer on catalog buildout methods based on ServiceNow best practices Go-Live Marketing Video o Build excitement for your new implementation or updates to ServiceNow. o TV Commercial-style: Short and sweet, but informative. Your video will be easy for employees to watch and share. EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 4 CDW Government LLC o Professional Script-Writing: We'll take the messaging that's important to you and write that into a 1.5 - 3- minute script. Narration voice included. o Drives Adoption: With key features of your new platform highlighted, this video helps increase awareness, secure buy-in, and drive better organization-wide adoption rates. ASSUMPTIONS 1.Expertise and time are considered services delivered. 2.Program and development artifacts will be managed within Provider project portal unless mutually agreed otherwise by both parties. 3.No more than twenty (20) percent of the total Services Fees budget of this SOW is to planned to be utilized in within a single four (4) week period. 4.Services are to be available Monday-Friday 8:00am to 5:00pm in the time zone local to a primary Customer- Designated Location (excluding national holidays). 5.Provider resources with expertise outside of the following ServiceNow platform areas may have additional lead time to be planned within Releases and will be planned on a timeline mutually agreed to by both parties at the time of request. a.Core ServiceNow Platform/App Engine b.IT Service Management c.Customer Service Management d.IT Operations Management CUSTOMER RESPONSIBILITIES – GENERAL 1.Customer will provide access to the ServiceNow instances necessary to configure and develop Provider prescribed solutions 2.Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Provider’s performance of the Services. 3.Customer will provide in advance and in writing, and Provider will follow, all applicable Customer’s facility’s safety and security rules and procedures. 4.Customer is responsible for security at all Customer-Designated Locations; Provider is not responsible for lost or stolen equipment, other than solely as a result of Provider’s gross negligence and willful misconduct. 5.Customer is responsible for testing prior to production deployment. 6.Customer is responsible for end user training, unless otherwise noted. 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 EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 5 CDW Government LLC 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, provided the changes do not results in an increase in the Total Fees to paid or a decrease in the Services to be performed 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. 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. The following scheduling scenarios that trigger delays and durations to extend beyond what's been planned may require a change order: Site preparation, such as power, cabling, physical access, system access, hardware/software issues, etc. must be completed in a timely manner. Project tasks delegated to customer PMs/Engineers/Techs/Management/Resources must be completed in a timely manner. For example, in the event a project 's prioritization is demoted, and customer resources are reallocated causing the project's schedule to extend on account of experiencing interruptions to its momentum requiring complete stop(s) and start(s). External projects/dependencies that may have significant impact on the timeline, schedule and deliverables. It is our assumption that every reasonable attempt will be made to mitigate such situations. 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 FEES, meaning that the amount invoiced for the Services will be $126,720.00. The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone (see Table below). EXHIBIT “A” Proprietary and Confidential SOW 45003 Page 6 CDW Government LLC Table – Services Fees Milestone Percentage Fee SOW Signature 8.33% $10,560.00 Four (4) weeks after program kickoff meeting 8.33% $10,560.00 Eight (8) weeks after program kickoff meeting 8.33% $10,560.00 Twelve (12) weeks after program kickoff meeting 8.33% $10,560.00 Sixteen (16) weeks after program kickoff meeting 8.33% $10,560.00 Twenty (20) weeks after program kickoff meeting 8.33% $10,560.00 Twenty- four (24) weeks after program kickoff meeting 8.33% $10,560.00 Twenty -eight (28) weeks after program kickoff meeting 8.33% $10,560.00 Thirty-two (32) weeks after program kickoff meeting 8.33% $10,560.00 Thirty-six (36) weeks after program kickoff meeting 8.33% $10,560.00 Forty (40) weeks after program kickoff meeting 8.33% $10,560.00 Forty -four (44) weeks after program kickoff meeting 8.33% $10,560.00 Totals 100% $126,720.00 EXPENSES All services under this SOW will be performed remotely; therefore, neither travel time nor direct expenses will be billed for this project. TRAVEL NOTICE The parties agree that there will be no travel required for this project. CUSTOMER-DESIGNATED LOCATIONS Seller will provide Services benefiting the locations specified on the attached Exhibit (“Customer-Designated Locations”). ~ ® CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) ACC>RCJ 10/04/2021 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk services c entral, Inc. PHONE (866) 283-7122 I r.e~. No.): (800) 363-0105 Chicago IL office (A/C, No. Ext): 200 East Randolph E-MAIL Chicago IL 60601 USA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Travel ers Property cas co of America 25674 CDW Government LLC INSURER B: The Travel ers Indemnity co of CT 25682 230 North Milwaukee Ave The Travelers Indemnity co of Ame rica 25666 Vernon Hills IL 60061 USA INSURER C: INSURER D: The charter oak Fire Insurance company 25615 INSURER E: Lloyd's syndicate No . 2623 AA1128623 INSURER F: COVERAGES CERTIFICATE NUMBER: 570089728881 REVISION NUMBER: THIS IS TO CE RTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested 'i-'r'Fi TYPE OF INSURANCE i'Nso 'wvo POLICY NUMBER (M~10'61YV\'Yl ,/;;kv1J'61Yvv'v LIMITS C X COMMERCIAL GENERAL LIABILITY bbU'.>D'.>:SU~bA lU/VJ./ LVLJ. llU/Ul/LULL EACH OCCURRENCE $1,000,000 -=:J CLAIMS-MADE 0occuR see addendum UMIVIM,\,;H;:. I U 71:;.1'41 t:U $1,000,000 PREMISES (Ea occurrence I -MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $1,000,000 -GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ~ 0PRO-□LOG $2,000,000 POLICY X JECT PRODUCTS -COMP/OP AGG OTHER: D AUTOMOBILE LIABILITY BA-6Nl90234 10/01/2021 10/01/2022 COMBINED SINGLE LIMIT $1,000,000 (Ea accldenil ~ BODILY INJURY ( Per person) X ANY AUTO ~ ~ SCHEDULED BODILY INJURY (Per accident) OWNED ~ AUTOS ONLY AUTOS PROPERTY DAMAGE ~ NON-OWNED HIRED AUTOS (Per accidentl ~ ONLY ~ AUTOS ONLY A X UMBRELLA LIAB H OCCUR CUP6J538679 10/01/2021 10/01/2022 EACH OCCURRENCE $5,000,000 ~ SIR applies per policy ter ns & condi ions AGGREGATE $5 ,000,000 EXCESS LIAB CLAIMS-MADE DED I X !RETENTION Retained Limit $10,000 B WORKERS COMPENSATION AND UB8P79604A2151K 10/01/2021 10/01/2022 X I PER STATUTE I IOTH-EMPLOYERS' LIABILITY AOS ER YIN A ANY PROPRIETOR I PARTNER/ EXECUTIVE ~ UB8P8306872151R 10/01/2021 10/01/2022 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) AZ, MA, WI E.L. DISEASE-EA EMPLOYEE $1,000,000 ~m~rtif&~ ~1~PERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 E E&O-MPL-Primary Wl9A8C210701 10/01/2021 10/01/2022 Each Loss $5,000 ,000 cyber Liab & Network sec. Aggregate $5,000 ,000 SIR applies per policy ter 1s & condi i ons DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: Master Agreement for AD-HOC De~loyment servi ces. t he policy provi sions of the Genera Liability policy. city of Carlsbad is included as Additional Insured in accordance with CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carl sbad AUTHORIZED REPRESENTATIVE Brent Gerber ,ee, IT Dept. ~~~~ <t?~~-1635 Faraday Avenue Carlsbad CA 92008 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ... Q) ~ 'E Q) 3:! ai "C 0 :c * * i8 aJ g! a, aJ 0 0 " lO 0 z * (.) :;:: t Q) (.) 0 § 0 AGENCY CUSTOMER ID: 10227766 LOC#: ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Aon Risk services central, Inc. CDW Government POLICY NUMBER See certificate Number: 570089728881 CARRIER I NAICCODE See Certificate Number: 570089728881 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance commercial General Liability Policy# 6605D53096A State and Insurer(s) Affording coverage Commercial General Liability Travelers Property casualty company of America LLC NAIC# 25674 California All Other Travelers Indemnity company of America NAIC# 25666 Page_ of_ ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD