Innovative Integration/IS Inno+ative Integration Inc
IS Departmf.nt 2009 APPROVED, AS TO
Appropnation #1202 404 00 P 0 19321 $3600 00 21143 $720 00 FORM BY Cffie
Contract Not To Exceed $4 320 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 Innovative Integration, 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 expenenced 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 foi the provision of such additional Services has encumbered sufficient monies
to pay for same and has authon7ed Professional m wnnng to provide such additional Services
shall such Services be provided by Professional to City A copy of the City s authoniation
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
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Innovative Integration inc
IS Department 2009
Appropnation #1202 -404 00 P 0 19321 $3600 00 21143 $720 00
Contract Not l o Exceed $4 320 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 pnvate property as reasonably required
for Piofesstonal to perform the Services
3 4 City shall designate payment of the Services from City budget appropnation 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 teens 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 Four Thousand Three hundred Twenty Dollars ($4,320 00) (the Estimate
Professional shall submit an invoice to City no more than once eve' y thirty (30) days for Services
provided City dunng the time penod encompassed by such invoice invoices shall be submitted on
a form 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 (I 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 pnor written consent
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Irmo &anvelntegratton inc
IS Department 2009
Appropnanon #1202 404 00 P 0 19321 S3600 00 21143 $720 00
Contract Not To Exceed $4 320 00
SECTION 6 TERM
Unless otherwise terminated rn accordance sith the termination provisions set forth in Section 7 1
herembelow this Agreement shall be in effect from the Effective Date through December 31,
2009, and shall, on the first day of each January thereafter automatically renew for a penod of one
(1) calendar year, unless otherwise agreed by the parties hereto
SECTION 7 MISCELLANEOUS
71 Termination
7 1 1 The obligation to provide all or any portion of the Services under this Agreement may be
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
71 3 In the event of MI 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 Ind obligations
7 3 No Third Party Beneficianes
Nothing contained herein shall be construed to give nghts 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 thcy 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 mattcr of this Agreement This indemnification
obligation shall survive the termination of this Agreement
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Innoiative integration inc
IS Department 2009
Appropnanon #1202 -404 00 P 0 19321 $3600 00 21143 $720 00
Contract Not fo Exceed $4 320 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 pnor written notice to City
7 6 Liens
Professional shall not cause or permit the filing of any hen 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 nght to pay or bond over such hen 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) falls 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 nght to terminate all or any
part of this Agreement without liability to Professional and to exercise any other nghts 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
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iS Depanment 2009
Appropnation #1202 -404 00 P 0 19321 $3600 00 21143 $720 00
Contract Not To Exceed $4 320 00
7 9 Indemnification
Professional shall indemnify and hold harmless City and its ofheers, officials, employees and
agents from all losses, liabilities claims judgments and liens, including, but not limited to all
damages, costs, expenses and attorney tees ansing 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 Discnmination Prohibition
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discnmination 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 Agrcement with respect to hire, tenure, terms
conditions or pnvileges of employment or any mattes directly or indirectly related to employment
subcontracting or work performance hereunder because of race, religion color sex, handicap
national ongtn, ancestry age, disabled veteran status or Vietnam era veteran status This
indemnification obligation shall survive the termination of this Agreement
711 Severability
if any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent Junsdiction, that provision shill 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 wntten 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 Douglas C Haney
Department of Administration Carmel City Attomey
One Civic Square One Cn is Square
Carmel, Indiana 46032 Carmel, Indiana 46032
ATTENTION
PROFESSIONAL
innovative Integration, inc
8902 Vincennes Circle I Suite B
Indianapolis IN 46268
ATTENTION Mr Cliff Sweazey
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innovative Integration Inc
IS Department 2009
Appropnation #1202 404 00 P 0 19321 $3600 00 21143 $720 00
Contract Not To Exceed $4 320 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 days 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 governed 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 Carmel Indiana The parties agree that in the event a lawsuit is filed hereunder, they
waive any nght 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 appropnate venue for and has
jurisdiction ON er same
715 Waiver
Any delay or inaction on the part of either party in exercising or pursuing its nghts and /or
remedies hcreunder or under law shall not operate to waive any such rights and /or remedies nor in
any way affect the nghts of such party to require such performance at any time thereafter
7 16 Non Assignment
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City s pnor wntten 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 pnor agreement understanding or representation pertaining to such
subject matter, written or oral shall he effective tor any purpose No provision of this Agreement
may be amended added to or subtracted fiom except by an agreement in anting 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 authonty to bind
such party or the party which they represent, as the case may be
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lnnovatne Integration Inc
iS Department 2009
Appropnation #1202 404 00 P 0 19321 53600 00 R 21143 5720 00
Contract Not To Fxceed 54 320 00
719 Headings
All headings and sections of this Agreement arc inserted for convenience only and do not torn 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 Agreement and 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, voluntanly, and without any duress, undue influence or coercion
7 21 Copyright
City acknowledges that vanous matenals 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 copynghted City agrees that
all ownership nghts and copynghts thereto he with Professional, and City will use them solely for
and on behalf of its own operations City agrees that it will take appropnate action with its
employees to satisfy its obligations with respect to use, copying, protection and secunty 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 senices
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 of early termination of this agreement City shall
have free access at all proper times to such records and the nght 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 rind efficient manner in accordance with the provisions thereof and all
applicable laws In accomplishing the project, Professional shall take such steps as are appropnate
to ensure that the work involved is properly coordinated with related work being tamed on within
City's organization
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Innenative Integration Inc
IS Department 2009
Appropriation #1202 404 00 P 0 19321 $3600 00 21143 $720 00
Contact Not To Exceed $4 320 00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows
CITY OF CARMEL INDIANA INNOVATIVE INTEGRATION INC
by and through its Board of Public
Works and Safety
BY BY
J es Brainard 'residm_ Officer Authon %mature
Date O
/L A Pnnted Name
M :i An Burke be 0 9 Title c VP �Of
FID/TIN 40 3PRI
Lon S at Member SSN if Sole ro netor
Date S r 1 q Inc/ Date g J(1);n
ATTEST I
i 1OL0.
Diana Cordray IA C, Clerk-Treasurer
Date 811g
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Inn vative
Integration, Inc.
XenApp Farm Expansion
Statement of Work
for
Oil iNOIA
July 23, 2009
"EXHIBIT /4 l(
Can of Cannel
\cnApp Firm Fxpansion STATEMENT OF WORK
1 Executive Summary
Innovative Integration Inc (Innovative) is pleased to present this proposal to
provide XenApp Farm Expansion services This Statement of Work summarizes
the services and deliverables Innovative will provide
City of Carmel seeks to expand their existing Citrix XenApp farm to utilize a new
virtual server hosted in their existing VMware environment At the same time a
server running Microsoft Windows Server 2000 and Citrix Presentation Server
4 0 will be removed from the farm and placed in a farm of its own
2 Activities
Innovative will add a virtual clone of the existing physical server running Microsoft
Windows 2003 Server and Citrix XenApp 4 5 to the farm This server already
has all of the City of Carmel applications installed and configured
The following specific activities will be performed
1 Create a new Web Interface site for external users that prompts for
usemame password and domain Modify the existing Citrix Secure
Gateway to utilize this new web site for external users
2 Move the existing server CITRIX01 to be in a new farm by itself and
republish the Revenue application housed on that server
3 Walk client IT staff through process of altering end user workstations to
use this new farm for that application
4 Modify the Web Interface sites to utilize both Citrix farms providing a
seamless interface to allow simultaneous access to applications from both
fames
5 Utilize VMware Converter to create a virtual clone of the existing server
CITRIX02 The new virtual clone will use a new static IP address and
new server name (CITRIX03)
6 Update CITRIX03 to include all latest patches from Citrix and Microsoft
bringing it to a current state
7 Join the new server to the existing Citrix XenApp farm and publish all
applications to be available and load balanced from both CITRIX02 and
CITRIX03
8 Update CITRIX02 to include all latest patches from Citrix and Microsoft
bringing it to a current state
3 Deliverables
The activities undertaken by Innovative will result in these specific deliverables
Innovative Integration, Inc Proprietary Confidential CR id Pogo 2
Ca) of C 'irmcl
\rn. \pp Firm Cwanston STATEMENT OF WORK
1 External users will be required to enter their username password and
domain name when connecting to the Cltrlx farm from an external
location
2 CITRIX01 moved to an independent farm solely providing access to the
Revenue application
3 Web Interface sites will provide access to applications from both Cltrlx
farms in a single interface
4 New Citrix farm providing load balanced applications (except Revenue)
from two identically configured servers
4 Assumptions
The following assumptions are being made in the definition of activities and
deliverables detailed in this Statement of Work
Client will designate a key point of contact for this project This person
who will provide access to necessary client resources
Client has VMware Converter installed and available for use in their
environment
Client has sufficient resources available to host a virtual clone of
CITRIX02 in their existing VMware environment
Client will provide all necessary software media licenses and hardware
required for this project
5 T7meframe
Innovative estimates that the duration of this project will be 3 business days
Innovative is available to begin this project within 2 weeks of receipt of your
acceptance of this Statement of Work
Unless otherwise noted in this document all deliverables will be completed
before completion of this engagement
6 Fees Costs
This engagement will be performed on a fixed -fee basis This fixed fee is for
labor costs only costs for products hardware software and travel and expenses
are not included in this fee The activities and deliverables defined in the
preceding sections will be completed within the timeframes indicated for the fixed
amount of $4 320
No travel costs will be separately charged for travel to the client site in Carmel
Indiana No additional costs are anticipated but should they arise they will first
Innovative Integration Inc Proptiotary Cowl antral a g a
i,...
Ca} of Cannel
\enApp Farm Lwanston STATEMENT OF WORK
be approved by the client before being incurred These costs will be the
responsibility of the client and not included in this fixed fee
No modifications or additions to the activities deliverables assumptions or any
other portion of this document will be effective except through authorization by
the client and acceptance by Innovative of a written change request as outlined
in the Project Administration section of this document Such change requests
may result in additional cost which will be disclosed pnor to completion of the
change request
7 Project Administration
Innovative utilizes its project delivery expertise in all engagements The fee
above includes technical project management from initiation through delivery Of
particular focus is fulfilling completely the expectations set in the Deliverables
section of this document
In order to maintain the defined expectations and scope no changes to the
Activities or Deliverables defined in this document will be effective unless
instituted through a written change request signed by an authorized client
representative
At the completion of the work effort on this project you will receive a
communication from Innovative indicating that it is believed that the engagement
is complete and that all deliverables defined in this document and any
authorized change requests have been fulfilled Should this not be the case or if
you have any questions at that time please respond to this communication within
5 business days
8 Terms Conditions
This proposal is confidential, and shall not be used or disclosed, in whole
or in part, for any purpose other than evaluation within the client
organization
This engagement is subject to the Terms and Conditions set forth below
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Innovative Integration, Inc Proprietary 8 ConAderntW "EXHtBt r P e e• 4 ft
City of Cannel
en_1pp Firm Expansion STATEMENT OF WORK
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S EXCEPT FOR THE EXPRESS WARRM7IES STATED IN THIS SECTION WE DISCLAIM ALL WARRANTIES INCLUDING ALL IMPLED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
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6ymatws of t labia WE WILL NOT BE LIABLE FOR INCIDENTAL SPECIAL WROTIVE INDIRECT OR CONSEOUENIW. DAMAGES INCLUDING FOR LOSS
OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE THIS LIMITATION
OF OUR LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR NOT INCLUDING NEGLIGENCE Your NM to
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9 re&th Each parry aduawtedgesthaiand Its empbyses agent may in the Caine Of the papa be exposed to o acqum mamatw that s ptpnrway
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11 Eg A.s LAmendmam. These terms and the ahinpanpngengagernem letter sets and the entire undersaMng of the fat wah respects me su*a
mater Mad and a land ng upon both paus in accordance vet its bats and may he amended only by an entry signed by both perms There are no understandings
repsese wins or agreements oltthan apse at forth herein
12Aai imtm Neither paty may ear any of is rglt aahlpaars hereunder whoa ms nor written consent ogle alt paty
13 Flan Any cola or communaum from ere pas to the other commas the teas hemp as he Ming ad dal he bas M rarefied ma ram rue W pt
requested and postage Thad or by commercial mama mat to me most reran address that ether pay has speared n wring to the other
14 Gassman l we These teas as he gummed by and mawrl In accordance sat the laws of the State of Indiana
15 fy midi Ip NNMr pay she be Made b to other for any Wass or delays ring an of conditions bsya d its reasonable anal Indiana rollout I main
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pay and acts of God and Saarosuences
1 6WaMameaft9lD Ara wawa of wry rgMor default pall beedxt e only m the instance pvenad d in wntng ad dined by the party agrvewtom n isaught10
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9 Acceptance
Innovative looks forward to working with you on this project If the terms of this
Statement of Work are acceptable please sign below and return one copy
ACCEPTED BY
Signature
Name Printed
Title
Date
Innovative Integration, Inc Proprietary 8 Confidential rue K P a g E4