HomeMy WebLinkAbout5.789 Original Contract
5. 78'1
PROFESSIONAL SERVICE AGREEMENT
THIS AGREEMENT is entered into this ,,:>rVo.. day of A"".,v<" \-
, 2006, by and
between the City of Port Angeles, Washington, a municipal corporation, hereinafter called
"City", and Right! Systems, Inc. a Washington corporation, hereinafter called "RSI" or
"Contractor. "
For and in consideration of the mutual covenants and benefits herein, the Parties
hereby agree as follows:
1. SCOPE OF SERVICES.
Contractor agrees to provide all professional services as outlined on the Statement
of Work attached hereto as Exhibit A, which is incorporated by this reference.
2. STANDARD OF SERVICE.
Contractor shall provide the services under this Contract in accordance with all
professional and ethical standards applicable to technology management services.
The Contractor agrees to. perform all services in a competent manner and in
accordance with generally accepted standards for such technology management
services.
3. TERM.
This agreement shall be for a term commencing on the date it is signed by both
parties and ending (JC!r, /1. /).00 /;
4. COMPENSATION.
The City will compensate Contractor for services performed herein at the rate of
$180.00 per hour for each hour of time devoted by Contractor for a total of 40 hours.
The total compensation shall be $7,200 (40 x $180), plus a contingency allowance of
15% ($1,080). Contractor shall not be entitled to any other or additional
compensation or consideration. Payr1'lents to Contractor for services shall be made
by the City pursuant to the payment/voucher schedule of the City's Finance
Department.
Travel expenses of Contractor will be submitted to the City for reimbursement using
standard IRS gUidelines for expenses. Contractor will endeavor to select reasonably
priced hotels, meals, and other expenses. It is expected that City will provide travel
expenses during the project for those consulting team members traveling out of their
-1-
domiciled area, between sites, or over long sequences. These expenses including
the following:
· Meals
. Parking, ground transportation and tolls
. Lodging.
5. INDEPENDENT CONTRACTOR STATUS.
The relationship created by this Contract is that of independent contracting entities.
The Contractor is not an employee of the City and is not entitled to the benefits
provided by the City to its employees. The Contractor, as an independent
Contractor, has the authority to control and direct the performance of the details of
the services to be provided. The Contractor shall assume full responsibility for
payment of all Federal, State, and local taxes or contributions imposed or required,
including, but not limited to, unemployment insurance, Social Security, and income
tax.
6. ASSIGNMENT.
This agreement may not be assigned by either party except with prior written
consent of the other.
7. BREACH.
A. In the event of either party's material breach of the terms or conditions of this
Contract, the non-breaching party reserves the right to withhold payments or
services until corrective action has been taken or completed. However, the
party shall not exercise this right until they have given written notice of such
material breach to the breaching party and ten days have passed since the
receipt of such notice. This option is in addition to and not in lieu of the
parties' right to terminate this Contract or any other right that State law offers
for breach of contract.
B. If either party shall materially breach any of the covenants undertaken herein
or any of the duties imposed upon it by this Contract, such material breach
shall entitle the other party to terminate this Contract, provided that the party
desiring to terminate for such cause shall give the offending party at least
twenty days' written notice, specifying the particulars wherein it is claimed that
there has been a violation hereof, and if at the end of such time, the party
notified has not removed the cause of complaint, or remedied the purported
violation, then the termination of this Contract shall be deemed complete.
8. NON-DISCRIMINATION.
A. Contractor shall conduct its business in a manner which assures fair, equal
and non-discriminatory treatment of all persons, without respect to race,
creed or national origin, and, in particular:
-2-
B.
\
Contractor shall maintain open hiring and employment practices and will
welcome applications for employment in all positions, from qualified
individuals who are members of minorities protected by federal equal
opportunity/affirmative action requirements; and,
-3.
C. Contractor shall comply with all requirements of applicable federal, state or
local laws or regulations issued pursuant thereto, relating to the establishment
of non-discriminatory requirements in hiring and employment practices and
assuring the service of all persons without discrimination as to any person's
race, color, religion, sex, Vietnam era veteran's status, disabled veteran
condition, physical or mental handicap, or national origin.
9. HOLD HARMLESS AND INSURANCE.
Indemnification/Hold Harmless
Contractor shall defend, indemnify and hold the City, its officers, officials, employees
and volunteers harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or resulting from the acts, errors or omissions
of the Contractor in performance of this Agreement, except for injuries and damages
caused by the sole negligence of the City.
Insurance
The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, or employees.
No Limitation. Contractor's maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the Contractor to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at
law or in equity.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired
and leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, and personal injury and advertising injury. The City shall
be named as an insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the City.
3. Workers' Compensation coverage as required by the Industrial
Insurances laws of the State of Washington.
-4-
4. Professional Liability insurance appropriate to the Contractor's
profession.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 g.eneral ag_g~eg~te.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability and Commercial General
Liability insurance:
1. The Contractor's insurance coverage shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not
contribute. with it.
2. The Contractor's insurance shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days prior written notice
by certified mail, return receipt requested, has been given to the City.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less
than A:VII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Contractor
before commencement of the work.
10. APPLICABLE LAW.
This contract shall be governed by, and construed in accordance with, the laws of
-6-
the State of Washington.
11. MODIFICATION.
This contract may be modified, or its term extended, only by written modification
hereto.
12. ENTIRE CONTRACT.
The parties agree that this Contract is the complete expression of the terms hereto
and any oral representation or understanding not incorporated herein is excluded.
Further, any modification of this Contract shall be in writing and signed by both
parties.
IN WITNESS WHEREOF, the parties hereto caused this Contract to be executed the
day and year first herein above written.
CITY OF PORT ANGELES
By: 7f~"'-~
RIGHT! SYSTE~S, INC. ~
B~~--~ ~
lOR; Keeg.t1 M(M'v-, \jJe"'t-\~~
Title: Vice President
ATTEST:
b~~~~^-
Becky J. U n, Clerk
~p OVED AS TO FOR~'
4 r /-'
(/ ~ ,.0
William E. Bloor, City Attorney
G:\LegaLBackup\AGREEMENTS&CONTRACTS\2006 Agmts&Contracts\RightSystems.PSC.070506.wpd
" ,
) "
-7-
=rtl5
tnC.
Statement of Work
To
City of Port Angeles
For
Infrastructure Assessment & Citrix Access
Suite Proof of Concept
Prepared by:
Tony Matlick
07/25/06
Right Systems Inc.
Sales Engineer
360-528-8601
tmat/ick@rightsys.com
Reviewed by:
Mark Westling
07/25/06
Right Systems Inc.
Vice President, eTQ
360-528.8603
mark. westling@rightsys.com
. ;.
CUSTOMER
1
Right' Svstems Jl1..:
Executive Summary
Rlghtl Systems, Inc. is a regional technology management services company providing IT solutions to a
diverse customer base throughout the Pacific Northwest. Rightl Systems, Inc. is headquartered in Olympia,
Washington with regional representatives covering their geographic areas of responsibility.
Mission Statement:
The mission of Right! Systems is to provide world-class solutions, that help our customers manage the
costs, people, and processes assocIated with the technology needs of their business. We will deliver these
solutions in a manner consistent with the core values of our company and work to develop a culture that will
always be based on nurturing long-term relationships and delivering honest value for the solutions we
provide.
Products & Services:
Rlghtl Systems provides technology solutions centered around traditional Intel-based local-area and wide-
area networks. We categorize our offenng in the following manner.
. Professional Services - As technology has grown more complex and our customer's reliance on
that technology has increased. Right! Systems has discovered that the need to provide technology
and business integration services is greater than ever. These services include but are not limited
to - Technology planning I budgeting, Asset management, Platform migration services, Business
process analysis, Total Cost of Ownership studies, Custom programming, and General consulting
on how to best leverage technology to the effective operation of a customer's core business.
. Network Services - Right! Systems provides LANlWAN services which includes: Network Design,
Network Installation, Network Support, Network Monitoring and Bandwidth Management. In order
to deliver only the highest quality of products and services we hire, train and certify all employees
associated with any Rightl Systems project.
. Desktop Support - Right! Systems provides complete desktop support for hardware and software.
Our certifications to sell and service Compaq, Hewlett-Packard, IBM, Gateway and Micron personal
computers, servers, laptops and printers allow us to provide custom preventative maintenance
options, IMAC services, reactive break/fix services, and guaranteed response time offerings
ensuring minimal user down time.
. Procurement Services - With long solid relationships with Tier 1 manufacturers and distributors
Rightl Systems places a high priority on delivering the lowest cost, highest efficient method of
product procurement to our customers. Leveraging these relationships enables us to deliver an
unsurpassed level of delivery of hardware and software to all of our customers.
Founded in 1993, Right! Systems provides business driven information and telecommunication
solutions to enterprise customers worldwide. Right! Systems will do whatever it takes to help
customers realize the complete value of their infrastructure by reducing total cost of ownership,
increasing end-user satisfaction and productivity. To allow organizations to refocus their talent
and energies on their core business activities.
CLJS10MER
2
Righll Sv~!ems, tnc
l5.u_
SliIMma
me.
1) Business Value Analysis - Executive Summary
This Statement of Work was prepared by the Professional Services Group (PSG) of Right!
Systems, Inc., hereafter referred to as "RSln, specifically for, City of Port Angeles, hereafter
referred to as 'PENCOM" or "Customer". The Statement of Work defines the scope of the
services and outlines certain deliverables RSI will provide to CUSTOMER under a resulting
service agreement. It also identifies RSI and CUSTOMER responsibilities, as well as the major
assumptions on which RSI 's offer is based.
The work effort and activities used to define, develop and deliver the deliverable items specified
hereIn are collectively known as the "Citrix Infrastructure Assessmenf and hereafter referred to
as "Program". This program represents new custom business and is independent of any existing
services contract.
2) Introdu~tion - CUSTOMER Reauirements
. CUSTOMER requires an infrastructure assessment and implementation of a Citflx
Access Suite Proof of Concept. The goal of this SOW is to develop a Citrix Access
Model that can be deployed into a production environment and will confirm that the
various components of the Citrix Access Suite will work in CUSTOMER's environment.
Right! Systems, Inc. will provide at the conclusion of the implementation a documented
architecture and model for that goal.
(TS rOMER
3
RwJn I Sv::.rems. {Ile
&.
IIlC.
SCOPE OF WORK (DELIVERABLE)
RSI will utilize Citrix Certified Integration Architect (CCIA) to perform the following service
objectives. The project team, or teams as necessary are prepared to deliver services at project
locations. RSI project teams include a project lead and are scaleable which may be necessary to
ensure completion of project deliverables within the timetable. The team will work hand in hand
with CUSTOMER every step of the way to validate project objectives, timelines and provide
valuable knowledge transfer.
The following services will be provided'
. Infrastructure Assessement: The assessment produce information detailing the areas
of CUSTOMER's current environment that are crucial to the success of a Citrix
deployment. Through interactive meetings, RSI will review criticality, readiness,
requirements, risks, and considerations for each infrastructure component. This
information will allow RSI to understand the infrastructure and by reviewing this
information, CUSTOMER will be able to better leverage existing skill sets and tools for
support of the Citrix environment. In addition, this information is used as an input to the
ongoing design process. The key sections of this document are outlined below:
Infrastructure Assessment
Hardware
Environment
Systems
Management
Environment
Windows 2000
Environment
Novell
Environment
Network
Architecture
Backup
Architecture
-Printing
Environment
Client Environment
Su ort Structure
Testing
Environment
Change Control
Environment
Security
Environment
Disaster Recovery
Environment
CUSTOfvl[R
Vendor, version, vendor specifications, class (client-server, stand-alone, host
presentation), 16-bit, 32-bit, 64-bit, number and type of users, languages, and current
a Iication issues.
Vendor, memory, processors, disk drives, and NIC.
Software distribution, event monitoring, network monitoring, event correlation, and
hardware management.
Active Directory, name resolution, profile management, and file/print management.
NOS, Zenworks, Network Protocols. (If Applicable)
Network protocols, switches, network segmentation, topologies, and bandwidth
mana ement.
Backup hardware, software, schedules, and timeframes.
- Print-server -vendors, protocols, -quantities, and -printer -types.
Resources, processes, and schedules.
Resources. processes, hardware, standards, and schedules.
Resources, processes, vendors and schedules.
4
RidHI Systems, In,
Bii~
~.
CUSTOMER
. Application Environment: RSI's team will examine the following applications and how
they are deployed in the current server based computing environment. Our engineers
will familiarize themselves with the mission critical applications and how they are
deployed.
o Microsoft Applications
o Other applications Including
. Aegis, I Drive, OPNET, Drug Talk, Secure Files, Schools, Training,
Mobile Data, OPSCAN, Fingerprinting (IGN), JBRS, L1NX (Internet), e-
ticket, CAD Mapping
. Citrlx Infrastructure Design: Upon completion of the Infrastructure Assessment RSI
will have the necessary information to begin moving forward with the design phase of the
Citrix Infrastructure. RSI will provide the following design services:
o Layout of current network with recommendations for:
· Server sizing
· Hardware or Software Upgrades (If necessary)
. Cltrix Proof of Concept: Upon completion of the design phase, RSI will have the
necessary information to begin the implementation of the Citrix Presentation Server 4,0
Proof of Concept. RSI will provide the following design services:
o Install and configure Citrix Presentation Server on an industry standard server
running Microsoft W2K3.
o Install and configure a Citrix Access Gateway with Advanced Access Control.
· Advanced Access Control limited to basic functionality
o Test the following items:
· File Sharing
· Printing
· Application Services
· AS400 connectivity in compliance with NCIC workstatIon 10
requirements
· Connectivity to the IGN
· Determine compliancy with NCIC encryption standards
. Work Estimate for Proposed Infrastructure Assessment: RSI estimates that the
proposed infrastructure assessment, Citrix infrastructure design, and Citrix Proof of
Concept will take approximately 40 hours to complete.
. Proposed Project Completion nrrieframe: "'RSI estimates that the infrastructure
assessment and proof of concept will not exceed 60 days for completion.
. Deliverable: RSt will, upon completion of thIS pilot project, provide the' customer with a
documented architecture and plan to implement a Citrix Access Infrastructure in a
production environment.
5
Right! Svstem~. lne
i5~
SIildlEm5
tnC.
CHANGE ORDER PROCESS
As with any project, as time goes by new issues arise. In order to accommodate these new
issues, RSI provides a change order process:
J J'" ,;' .... ........
o If a change to this quote becomes necessary then the Project focal shall submit a written
change order to the RSI Service Center.
o If the requested change will result in a change to the cost of services, or time required to
complete the services; the RSI Service Center Staging Lead shall, within 3 business
days, respond in writing with any change of the cost or the time required to perform the
required activities.
KEY ASSUMPTIONS
The assumptions that follow were made by RSI in the preparation of the cost, resource estimates,
and schedule reflected in this Statement of Work. Any changes to the assumptions may result in
changes to RSl's pricing and/or Project schedule.
o CUSTOMER will proVide RSf with a single point of contact (SPOC).
o CUSTOMER will provide all hardware and software needed to implement program.
o RSI is prepared to work during or after normal business hours according to the need of
CUSTOMER. After hours work will be billed time and a half.
o Any overtime will need to be approved by the CUSTOMER and the RSI Project
Administrator.
o Out of scope services, while welcomed, need to be implemented via change order.
o All systems are in good working condition.
o CUSTOMER will be responsible for all aspects of licensing reporting and compliance for
all software installed by RSI wIthin this project.
NO-HIRE
During the term of this agreement, RSI employees shall devote as much of hislher productive
time, energy and abilities to the performance of hislher duties hereunder as IS necessary to
perform the required duties identified in the SOW in a timely manner. During the course of this
project and for a period of twelve months follOWing the conclusion of this SOW: the Customer
shall not directly or indirectly hire, solicit, or encourage RSl's employees or contractors to leave
the employment of RSI in an effort to gain employment with the Customer.
CLSTOMER
6
Ridlll Sv:,tems. Ine
5~
~.
InC.
PRICING
The services, described herein, will be scheduled prior to the signed agreement. In this pricing
section, we have provided per hour rate.
The pricing presented in this section is based on the services to be provided as described in
Section 3 of this Statement of Work, subject to the assumptions, terms and conditions Included
herein. The pricing includes all costs associated to complete the project including, but not limited
to travel, lodging, truck rental, etc. Pricing for this Project is as follows.
EXPENSES
Travel expenses will be submitted to the client for reimbursement using standard IRS guidelines
for expenses RSI will endeavor to select reasonably priced airlines, hotels, meals, and other
expenses. It is expected that CUSTOMER will provide travel expenses during the project for
those consulting team members traveling out of their domiciled area, between sites or over long
sequences. These expenses include the following:
. Airfare necessary to location(s)
. Meals
. Parking, ground transportation and tolts
. Lodging
PER RESOURCE PRICING
Resource Quantity Per Hour Rate Total
CCIA 40 $180 $7,200
Continaencv 15% $1080
Estimate Tota'* $8,280*
*RSI agrees to fully perform and complete all work describe
herein for a total compensation not to exceed $8,280*
Contact Information:
Right! Systems, Inc.
2918 Ferguson Street SW, Suite A
Tumwater, Washington 98512
(360) 956-0414 - Main
(360) 956-0336 - FAX
Attention: Tony Matlick
CllSTOMER
7
RilJ,bt' Svs.tcm~;. Ine
CUSTOMER CONTACT INFORMATION
Customer: CUSTOMER
C/O: Port Angeles Police Dept.
Contact: Naomi Rig~ns
Address: 321 East 5 St
Port Angeles, WA 98362
Phone: 360-417-4911
Email: nriggins@cityofoa.us
,
CUSTOlvlER
8
Riu.ht1 Svswms, Inc
!i:.
=~IS
InC.
(' II ,\ N ( ~ FOR J) EI{ R F Q { : F S I F () I{ i'-I __
In reference to the Section titled Change Order Request of the below referenced
Statement of Work between Right! Systems, Inc. ("RSI") and PENCOM, ("Customer"),
both parties hereby certify, by the signature of an authorized representative that this
Change Order Request will amend and be fully incorporated into the existing Statement
of Work (SOW). '
Statement of Work Number:
Change Request Number:
3. Reason for Change Request:
4. Changes to SOW:
5. Schedule Impact:
6. Cost Impact:
SOW/Change Request
Services
T&E
Total
a. Original Value of SOW $ $ $
b. Value of this Change $ $ $
Request
c. New Value of SOW: $ $ $
7. Purchase Order Issuance (if applicable): Customer shall issue a written
Purchase Order to RSI, or shall issue an amendment to its original Purchase,Order
issued under this SOW, for the total amount of $
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have
caused this Change Management Request to be fully executed.
CUSTOMER
By:
Name:
Title:
Date:
RIGHT! SYSTEMS, INC.
By:
Name:
Title:
Date:
Except as changed herein, all terms and conditions of the SOW remain in full force and effect.
CLSTOMER
9
Right' Svstemf< In..: