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HomeMy WebLinkAboutNetwork Storage, Inc./IS_ CUn?tcwt IL 19 og; of APPROVED, AS TO 'NETWORK STORAGE, INC Information SystemsDepartment - 2008 FORA 6Y: Appropriation #1202404-00: P.O. #18230 Contract Not To Exceed $6.000:00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES. ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Network Storage, Inc., (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services- ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. ?ZE flaANy UUuumNAOf?vimal5e'nuS2110AN'ETWOPA STORAGE INCProfmi?ntl Srvi?n.dx-,9/]li Ebd I.11 AMA jNETWORK STORAGE-, INC Information SysiemsDepanment - 2005 Appropriation #1202-404-00; P.O.#18230 Contract Not To Exceed 86,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may-assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1202- 404-00 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terns of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and. applying' at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Six Thousand Dollars ($6,000.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a forn containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. err6 %Iy Ouvmml.M fwk" Smica?wSTOMGE MCC f, fflA SU"wH.Ju.Y'JU'1014? M42AM] NETWORK STORAGE, WC Information SystemsDepartment - 2008 Appropriation #1202-404-00; P.O. #18230 Contract Not To Exceed $6,000.00 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the.first day of each January thereafter, automatically renew fora period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement maybe terminated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount, shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party. Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its'agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all" costs, fees, expenses and/or damages incurred by City as.a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. t2^E PU.Ufy D:wvmm ninvl SO CCU D(M11:EfWMSTOMGE ryC, fo mA Smssadx:Y/3 iYlLRt I Uy AM) NETWORK STORAGE, INC Information Systems Department - 2008 Appropriation #1202-404-00; P.O. #18230 Contract Not To Exceed $6,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the-event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders; rules and regulations applicable to Professional's performance of its obligations under this Agreement; all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. [ZEE Pa tr DnamntMUtatimel.f -'MEP MVORK M"GE INCAVIdvmal5wi[n'.d?vr??ryD 1&4^ mf NETWORK STORAGE, INC Information SystenrsDepartment- 2008 Appropriation #1202404-00; P.O.#18230 Contract Not To Exceed $6,000.00 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated' by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color; sex, handicap, national origin, ancestry; age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice: order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Administration One Civic Square Carmel; Indiana 46032 ATTENTION: Terry Crockett PROFESSIONAL: Network Storage, Inc. 911 E. 86`h Street J Indianapolis, Indiana 46240 ATTENTION: Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 Rl tl Wyl mmt, mrm. ASmc?311081\'EiW(tA1: MRAGE 1\'CRa imd Svnc¢d+[',R?MIMIM WSW] NETWORK STORAGE. INC Information SystemsDepartment -2008 Appropriation #1202404-00; P.O.108230 Contract Not To Exceed $6.000.00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business clays from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law: Lawsuits. This Agreement shall be govemed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Cannel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to, require such performance at any time thereafter. 7.16 Non-Assigrtment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in' writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. li?9u0.MYURVmm?l.PmrtamJ SmiaaVMXV:EIN'OPI: CIOMGF RIC.RO( imJ S.m?n JUC:Y/?WHMP IhAyMll NETWORK STORAGE, INC Information SystemsDepartment - 2008 Appropriation 41202-404-00; P.O. #18230 Contract Not To Exceed $6,000.00 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not. form a part of this Agreement nor limit; expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreementand fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall. not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters' covered under this agreement for three (3) years after the expiration or early termination of this agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. tLE fl WM,U &m nllu Smia'dSW9WET\IOPJ( STOMGENC.Nd-a SO?i[u:JCC:4/JIVjIFli Ill?1AW NETWORK STORAGE, INC Information SystemsDepartment - 2008 Appropriation #1202404-ft P.O. #18230 Contract Not To Exceed $6.000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety NETWORK STORGE, INC. BY: Jam rainard, Presiding Officer Date: 69?)_ Mary Ann 'Burke, Member Date: Lori S. Watso ember Date: It ?, 9 c?4ti ATTES ` Diana Cordray, IAMC, Cler reasurerr Date: BY: sized Signature / Printed Name: /'I/? t / r i ?L ?o d s.. Title: Z?>, ?-t? of /c cLi-o/o9? FID/TIN: 3 3-/ ,-) v Y 7 8 5 SSN if Sole Proprietor: Date: / a ZZ F-Z,2 & the aaw,oLL?unoi??asu.;.?•??iaervrow: smEncE wcftd- ?s,,.ti•.•?:c?mnre to?4AM Professional.Services Statement of Work Network`Storage INC. Information Infrastructure Upgrade Project City of Carmel Statement of Work City of Carmel Carmel City Hall One Civic Square Carmel, In 46032 Date:09/29/08 Network Storage, Inc 911 E. 86'n Street Suite 103 Indianapolis, IN 46240 USA SOW Number: N51092909 NSI Confrrlemial ITNIX0 - 'S, lelo6- 99 Professional Services Statement of Work Table of Contents 1. Project Overview ....................................................................................................................... 3 2. Project Scope ............................................................................................................................ 3 2.1 Out of Scope ....................................................................................................................................................3 3. Project Approach and Organization ............................................................................................ 3 4. Terms and Conditions ................................................................................................................3 4.1 Fees, Acceptance, and Invoicing .....................................................................................................................4 4.2 Cancellation or Termination ...........................................................................................................................4 4.3 Location ...........................................................................................................................................................4 4.4 Independent Contractor ............................................................................................ .....................................4 4.5 Progress Reports and Time Records .......................................................................... .....................................4 4.6 NSI Program Delivery Manager and City of Carmel Contacts .................................... .....................................5 4.7 Notices ....................................................................................................................... .....................................5 4.8 Approval ..................................................................................................................... .....................................5 4.9 Acceptance :............................................................................................................... .....................................6 List of Tables Table 1. Primary NSI and City of Carmel Project Contacts.... .......................................................................... 5 Table 2. Project Approval ..........................................................................................................................6 Table 3. Project Acceptance .......................................................................................................................6 NSl Confidential of 6 99 Professional Services Statement of Work 1. Project Overview This Information Performance Assessment Statement of Work (SOW) sets forth the terms under which City of Carmel has engaged Network Storage, Inc.'s (NSI) Professional Services to provide the project consulting and services (Consulting Services) described below. The project objective is to upgrade the information infrastructure of the City of Carmel as follows: a. Phase 1: L Configure new MSA20 Shelf into SAN Note 1- 5380 at Tower Location ii. Configure new MSA20 Shelf into SAN Note 1-4380.at Police Station iii. Configure 4" VMware server at Police Station iv. Install 2 new NICs in each of the 3 existing VMware Servers v. Upgrade VMware from version 3:0 to version 3.5 vi. Upgrade Virtual Center to version compatible with VMware V3.5 b. Phase 2: i. Upgrade SANMelody from version 2.0.2 to 2.0.3 2. Project Scope NSI will manage the project to deliver the assessment in the phases listed in Section 3 working closely with City of Carmel's staff. As part of this project NSI will: • Create and maintain detailed project documentation • Create and maintain communications information • Schedule and coordinate NSI project resources • Schedule and coordinate planning and status meetings • Coordinate with City of Carmel staff for availability of City of Carmel resources 2.1 Out of Scope NSI is responsible to perform only the Consulting Services described.in this SOW. Services outside the scope include, but are not limited to: • Any application or host system access that encompasses coding, scripting, system performance, and/or troubleshooting. • Installation of physical servers or physical hardware components other than the two NICS detailed in Phase 1 above. • Application logins outside of the tasks described in this SOW. • Installation and configuration of Fibre Channel HBAs • Installation of any operating system patches not specifically identified in Section 1 above Project Approach and Organization NSI will work in conjunction with the City of Carmel to conduct each task within each phase. 4. Terms and Conditions The following paragraphs detail the Terms and Conditions of this SOW. NSI Confidential 99 Services 4.1 Fees, Acceptance, and Invoicing Statement This projects Consulting Services will be performed on a time and materials basis. Network Storage, Inc. will invoice the City of Carmel Monthly for any services contracted. NSI's professional services are provided at a %: day rate of $750 (Note: NSI's daily rate is based upon 10 hours of labor; 5 hours labor is the basis for the Y2 day rate.) The total project duration is estimated to require 4 business days or 40 hours. The City of Carmel will be invoiced in hourly increments of $150 for services delivered. Billing will not exceed $6000 to address the scope of work defined within this document. City of Carmel shall have seven (7) calendar days from receipt of such notice in which to respond that (i) NSI has successfully complied with the acceptance criteria; or (ii) NSI has not so complied and the specific basis for such noncompliance. If City of Carmel indicates noncompliance, the parties shall promptly meet and use good faith to resolve difficulties. If City of Carmel indicates compliance with the Phase, or does not respond within such seven (7) day period, the Consulting Services for the applicable Phase shall be deemed to be accepted. NSI is authorized to issue the applicable invoice upon such acceptance. Payment is due within thirty (30) days after the date of the invoice. The resuIts,.accuracy, and contents of.NSI's'deliverables are dependent upon the content and accuracy of information provided by City of Carmel. Once a schedule has been mutually agreed upon, NSI shall make reasonable efforts to accommodate changes requested by City of Carmel. 4.2 Cancellation orTermination In the, absence of a.breach by NSI of NSI's obligations, if City of Carmel cancels the Consulting Services or if NSI terminates due to breach by City of Carmel, NSI is authorized to invoice, and City of Carmel shall pay NSI the following amounts, which are deemed liquidated damages, and not as a penalty: (1) all fees and expense reimbursements associated with the Phase in effect on the date of cancellation and all earlier Phases or agreed payment events (but only to the extent payment therefore has not yet been previously received by NSI at the time of such cancellation). 4.3 Location The Consulting Services shall be performed primarily onsite at City of Carmel Police station and Tower location. However, NSI shall have the option of performing appropriate portions at an NSI Services selected location (the "NSI site") with the prior approval of the customer Project Sponsor. 4.4 Independent Contractor Each of NSI and Customer will be and shall act as an independent contractor and not as an agent or partner of, or joint venture with the other party for any purpose, and neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. 4.5 Progress Reports and Time Records Unless otherwise agreed, NSI will send City of Carmel a phase summary report summarizing the work completed during such period, and the status of the work then in process, the status of any known problems of outstanding issues, and the status of open change requests, if any. NS] Confidential )) Professional Services Srmement. of Work 4.6 NSI Program Delivery Manager and City of Carmel Contacts Refer to Table 1 for the NSI Services and City of Carmel primary contact person(s), and the method to contact them. Table 1. Primary NSI and City of Carmel Project Contacts Item NSI Contacts City of Carmel Contacts Name Ed Saipetch Terry Crockett Office Phone No. (317) 251-8566 (317) 571-2567 Mobile Phone No. (317) 833-2658 Fax No. (317) 251-8560 E-mail Address esaipetch@networkstorageinccom trockett@carmel.in.gov 4.7 Notices Acknowledgements, invoices, payments, other usual and routine communications, and all other notices or writings required or permitted under this Statement of Work, including but not limited to notices of default or breach, shall be.signed by an authorized representative of the sender, sent to the respective individuals identified below (which may be changed by written notice to the other), and shall be deemed to have been received (i) when hand delivered to such individuals by a representative of the sender, or (ii) three (3) days after having been sent postage prepaid, by registered or certified first class mail, return receipt requested, or (iii) when sent by electronic transmission, with written confirmation by the method of transmission, or (iv) one (1) day after deposit with an overnight carrier, with written verification of delivery. 4.8 Approval This Statement of Work is the complete-and exclusive agreement between NSI and City of Carmel with regard to its subject matter, and supersede all prior oral or written proposals, agreements, representations and other communications between the parties with respect to the Consulting Services and shall prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any order or other document submitted by.City of Carmel. IN WITNESS WHEREOF, the parties have caused the Statement of Workto be signed on the respective dates indicated below. The parties hereby acknowledge that they have read and do understand this Agreement and all attachments hereto, and agree to all terms and conditions stated herein. Is 311 Confidential Services Table 2. Project Approval Statement Approval of Statement of Work Network Storage, Inc City of Carmel Name: Ed Saipetch Name: Terry Crockett Position: Systems Engineer Position: Director of Information Technology Signature: Signature Date: Date: 4.9 Acceptance NSI has performed and City of Carmel has accepted all services specified within this statement of work. The parties agree that all services are complete and final execution of this statement of work as outlined within may commence. Table 3. Project Acceptance Acceptance of Statement of Work Network Storage, Inc City of Carmel Name: Name: Position: Position: Signature: Signature Date: Date: NSI Confidential aaEXH1®'7dge6of6 •'?