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Item 4DCITY OF SOUTHLAKE MEMORANDUM (August 11, 2009) To: Shana Yelverton, City Manager From: Dale Dean, Director of Information Technology Subject: Consent agenda item 4D - Approve purchases for IT Virtualization Project from USA Consulting /Macer Technology, Calence, and XNet in the amount of $227,975.68. Action Requested: Approval to spend $227,975.68 for hardware and software required for implementation of the virtualization project. Background Information: The IT department's vision statement states that we are striving to be a model IT department that is recognized for our value added /cost effective innovation and best in class customer service. All new services or applications purchased by the City of Southlake must meet the following requirements. The systems must be secure, scalable, reliable, financially viable, and aligned with the city's Strategic Management System. In order for the IT department to meet its high level objectives, improve service levels between the city and the IT department, reduce /avoid cost and risk by reducing system complexity, and streamline business and /or systems processes, I believe it is necessary to begin our move into a virtual server and application environment. This project will enable us to reduce /avoid future IT costs, improve our service offerings to the city, as well as improve service availability through a highly developed disaster recovery and business continuity plan. Financial Considerations: Total project expenditure is within the budgeted amount of $228,768.62. (General Fund) Strategic Link: B1 — Enables the IT department to streamline our internal business process which in turn will allow for improved performance for city employees. B3 — Will enable us to deliver applications to many devices and home computers securely. B4 — Allows for quick resolution times. B5 — Extends the life of our current systems (desktop /laptops and servers). Honorable Mayor and City Council Community Events Partnership Program Page 2 of 2 F2 — Enhances disaster recovery and business continuity abilities including failover for all business critical applications to West DPS. F3 — Increases performance on all city owned IT equipment (desktop /laptops and servers). F4 — Extends the life of systems while also decreasing the cost of replacements. Citizen Input/ Board Review: Not Applicable Legal Review: TOASE has approved both the Master Services Agreement and the Statement of Work from USA Consulting / Macer Technology. Alternatives: 1) Approve as proposed 2) Approve with modifications: a) Reduction in cost by lowering total Citrix concurrent user count ($372 /user connection). b) Reduction in cost by removing Disaster Recovery potion (= $60K). 3) Reject project Supporting Documents: 1) SOW and MSA from USA Consulting 2) Quotes from all vendors 3) SAN and virtualization decision matrixes 4) Design diagram Staff Recommendation: Approve project as proposed ��,/a �Ol'ISL1�117C�' cC USA Consulting, Inc. 701 E Plano Parkway Suite Sao Plano, Texas 75074 972.673.0333 fox 972.673.0222 InfoQusacl.com MASTER SERVICES AGREEMENT by and between USA Consulting Inc. and City of Southlake, Texas - -- CUSTOMER MASTER AGREEMENT NO. COS_20090810 THIS MASTER COMPUTER SERVICES AGREEMENT (hereinafter "Agreement ") is made and entered into by and between Macer Technology, a wholly owned division of USA Consulting, Inc. (hereinafter collectively referred to as ( "USAC ") a Texas corporation whose address is 701 E Plano Pkwy, #300, Plano, TX 75074 -6700 and the City of Southlake (hereinafter "Customer ") whose address 1400 MAIN ST, SUITE 420/440, SOUTHLAKE, TX 76092. SCOPE. This Agreement shall include the General Terms and Conditions attached hereto, one or more Project Statements identified as an Exhibit (each a "Project Statement ") referencing the above stated Agreement number, and all future Project Statements. USAC and Customer may enter into one or more additional Project Statements in substantially the form of Exhibit A attached hereto and incorporated herein. Each Project Statement, when executed, shall become incorporated in this Agreement; and this Agreement, as augmented by such Project Statement, shall constitute the entire agreement between the parties concerning the specified Project ( "Project ") described in such Project Statement, and shall supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral. To the extent of any conflict between any provision of the Project Statement and any provision of the balance of this Agreement, the provision of the Project Statement shall prevail with respect to such Project. This Agreement does not operate as an acceptance of any conflicting terms and conditions and shall prevail over any conflicting provision of any purchase order or any other instrument of Customer, it being understood that any purchase order issued by Customer shall be for Customer's convenience only. This Agreement may only be amended, modified, supplemented, or deviated from by a writing executed by USAC and Customer and referenced as an amendment to this Agreement. BY EXECUTING THIS AGREEEMENT, BOTH PARTIES ACKNOWLEDGE THAT EACH HAS REVIEWED THE TERMS AND CONDITIONS INCORPORATED INTO THIS AGREEMENT AND ON THE ATTACHED HEREOF AND AGREES TO BE LEGALLY BOUND BY THE SAME. USA Consulting, Inc. City of Southlake (CUSTOMER) (Print or type name) (Signature) (Title) (Date) (Print or type name) (Signature) (Title) (Date) I\IC'SA 44.06 F'age 1 of 4 General Terms and Conditions Payment Terms. Invoices shall be rendered for delivery of services and /or products. Payment shall be made within thirty (30) days from invoice date without regard to other deliverables. If deliverables are authorized in installments, each invoice for a deliverable shall be paid within thirty (30) days from invoice date without regard to other scheduled deliverables. Invoices not paid when due will have a one and one -half (1 %) percent per month interest charge or the highest lawful rate, whichever is less, assessed against the unpaid balance from the date of invoice until the date of payment. All amounts payable under this Agreement shall be in U.S. dollars. Customer shall be responsible for payment of applicable sales taxes. USAC acknowledges that all fees and charges are subject to funding provided by the City Council of the City of Southlake and that all payments must be duly authorized and paid when due out of funds on hand and legally available for such purpose. 2. 3. Delivery. All hardware and /or software products shall be considered delivered to Customer, F.O.B. destination. USAC will ship all products prepaid and will then invoice Customer separately for related transportation costs. In absence of prior shipping instructions, USAC will select the carrier and shall assume liability until Customer receives shipment. Services shall be considered completed for each deliverable produced, where required, upon delivery and acceptance by the Customer. Non - acceptance is to be made in writing within thirty (30) business days of delivery. No written response within thirty (30) business days after delivery will constitute acceptance. Charges. USAC acknowledges and agrees that Customer is a tax - exempt entity and Customer shall not be billed for sales, use and like taxes. For services, other than those services which are being performed at a flat rate, minimum billing block is four (4) hours. Services performed (a) after standard working hours, (b) on weekends, or (c) on Customer's ( Southlake, Texas) holidays will be charged at one and one -half (1'/) the standard rate. When services are performed, the Customer agrees to pay for all related expenses including reasonable travel, subsistence, and lodging under the same terms and conditions under which Customer pays for travel, subsistence, and lodging for City employees. Additionally, Customer agrees to reimburse USAC for any special or unusual expenses incurred at the Customer's specific written request. 4. Change Orders. USAC and Customer shall modify and rescind this Agreement or any Project Statement only in a written Change Order that is signed by both parties. Change Orders may include additional charges when applicable. 5. Term. This Agreement shall govern all matters described in each Project Statement that shall be executed by the parties from time to time on or after the date hereof. optical disks, tapes, listings and other software documentation first developed or created by USAC under this Agreement, and all proprietary rights therein, shall at all times remain with USAC. 8. 0 Warranty. USAC warrants that its Services will be of professional quality (performed in a good and workmanlike manner), and will conform to generally accepted standards for such Services in the industry and to the requirements specified in the Project Statement; and its personnel shall be competent and qualified to perform the tasks to which they are assigned. In the event of any breach of this warranty, USAC, at its sole expense and without delay, shall re- perform the non - conforming Services to the applicable standard or, in the case of infringement, remedy such matter to Customer's satisfaction. This warranty is in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Defaults. Each of the following shall constitute an "Event of Default" pursuant to this Agreement: a. Customer fails to timely pay any sum due and owing to USAC pursuant to this Agreement and such failure continues unremedied for more than ten (10) days after notice of such failure from USAC to Customer; b. Either party hereto fails to timely perform any other obligation of such party pursuant to this Agreement and such default continues unremedied for more than thirty (30) days after notice of such default from the non - defaulting party to the defaulting party; C. Either party (i) makes a general assignment for the benefit of creditors; (ii) commences a proceeding under any bankruptcy, reorganization or insolvency law; or (iii) seeks or consents to the appointment of a trustee, receiver or liquidator to take charge of its assets; or d. Any proceeding under any bankruptcy, reorganization or insolvency law is commenced against a party and an order is entered appointing a trustee, receiver or liquidator of all or any substantial part of such party's assets or granting relief in such proceeding or approving the petition in any such proceeding, and such order remains in effect for more than ninety (90) days. Upon the occurrence of an Event of Default, the non - defaulting party may exercise any or all rights and remedies provided under applicable law, including without limitation the right to terminate this Agreement by giving at least ten (10) days' notice of such termination to the other party hereto. No termination of this Agreement shall terminate or otherwise affect USAC's rights to receive payment for services performed and /or products provided by USAC prior to termination. 6. Customer Responsibilities. Customer shall provide to USAC any information, access to facilities and equipment, and other cooperation as may be necessary to fill USAC's obligations, and 10. such additional information, access, and cooperation as may be reasonably requested by USAC, all without charge to USAC. 7. License. Software, codes, reports, documentation and other tangible items produced by USAC for Customer pursuant to, and as described in, each Project Statement are hereinafter referred to as "Materials." Except with respect to Materials originating from parties other than USAC, USAC hereby grants Customer a limited, non- transferable and non - exclusive internal license to use, execute and perform the Materials in the location(s) of Customer set forth in such Project Statement. Customer shall employ all copyright and other notices requested by USAC. Customer shall not copy the Materials other than one copy for back -up purposes. No other rights or licenses (including without limitation, patent or trademark licenses) are granted by USAC to Customer pursuant to this Agreement. Title to and ownership of all Materials created for Customer under this Agreement, including but not limited to software, magnetic and Notice. Notices hereunder shall be sent to the addresses on the face of this Agreement, or to such other addresses as specified by a notice complying herewith, and shall be deemed received on the earlier of actual receipt or five (5) days after deposit in the United States mail, postage prepaid. 11. USAC Proprietary Property. Customer acknowledges and agrees that all trademarks, trade names, service marks, copyrights, programs, software, specifications, systems designs, applications, routines, sub - routines, techniques, enhancements, documentation, manuals, ideas or formulas utilized or developed and provided by USAC or utilized or developed and provided in connection with this Agreement (collectively, the "USAC Proprietary Property ") are proprietary to USAC and shall remain the sole property of USAC. Customer shall have no ownership interest in the USAC Proprietary Property or other rights therewith. To the extent authorized by law, Customer agrees to keep the USAC Proprietary Property confidential at all times. Upon request from USAC from time to time, and at the expense of USAC, Customer will execute any document MCSA 44.06 Page 2 of 4 or take any further action as may be reasonably necessary to evidence or perfect the proprietary rights of USAC in the USAC Proprietary Property. 12. Representations and Warranties. Each party hereto represents and warrants to the other that the execution and performance of this Agreement by such party has been duly authorized by all necessary corporate and other action and that this Agreement constitutes the legal, valid and binding obligation of such party and is enforceable against such party in accordance with its terms. 13. Solicitation of Employees. During the term of any specific Project Statement and continuing for one (1) year thereafter, Customer agrees that Customer and Customer's affiliates shall not hire, contract, or solicit the employment of any current or previous USAC employee who performed work relating to that Project Statement unless a period of twelve (12) months has elapsed from the last date that such employee was employed by USAC, without the prior written consent of USAC. The foregoing shall specifically exclude any general solicitations for employment by either party through indirect means, such as solicitations through print media or other forms of publication. 14. Insurance. USAC shall, at its sole cost and expense, secure and maintain, at all times during the term of this Agreement, with one or more duly licensed insurance companies of sound financial condition: a) hired and non -owned automobile liability insurance with One Million Dollars ($1,000,000) limit; b) worker's compensation insurance of not less than the applicable statutory limit covering all employees of that party in connection with any performance by that party under this Agreement; and c) comprehensive general liability insurance in an amount not less than one million dollars ($1,000,000) aggregate limit, one million dollars ($1,000,000) occurrence limit insuring against loss, damage or injury to property or persons that might arise out of USAC's activities in connection with this Agreement and including personal injury liability, and property damage liability coverage. Customer may request of the USAC reasonably acceptable evidence of such coverage prior to commencement of any work under this Agreement. All policies hereunder shall not be cancelable without thirty (30) days' written notice to Customer. All insurance policies required to be maintained by USAC hereunder shall include an endorsement waiving the insurer's right of subrogation against Customer. 15. Indemnification. EXCEPT FOR CUSTOMER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, USAC AGREES, AT ITS SOLE COST AND EXPENSE, TO INDEMNIFY AND HOLD CUSTOMER HARMLESS, INCLUDING ALL OF CUSTOMER'S OFFICERS, EMPLOYEES, AND COUNCIL MEMBERS FROM ANY AND ALL CLAIMS BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DAMAGES, JUDGMENTS, ATTORNEYS FEES, EXPENSES, INJUNCTIVE OR EQUITABLE RELIEF, INTEREST, PERSONAL INJURY OR DEATH, THAT MAY ARISE UNDER THIS AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE COMPLETION OR TERMINATION OF THIS AGREEMENT, ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO, AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. 16. Force Majeure. Except as to the timely payment by any party of any sums required to be paid by it to the other party under this Agreement, neither party shall be responsible for failure or delay of fulfillment of its obligations under this Agreement when such failure or delay is due to acts of God, fire, casualties, war, strikes, epidemics, shortage of labor or materials, or any other cause beyond the reasonable control of such party. If any such excused failure or delay continues for a period of more than three (3) consecutive months, any party hereto will have the right to terminate this Agreement. 17. Applicable Law. This Agreement shall be subject to, governed by and construed in accordance with the laws of the State of Texas without regard to the conflicts of law provisions thereof. Should any action, whether real or asserted, at law or in equity, arise out of the terms and conditions of this Agreement, exclusive jurisdiction and venue for said action shall be in Tarrant County, Texas and this Agreement shall be construed under the substantive laws of the State of Texas excluding its choice of law provisions. In any such action, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs from the other party, as permitted by Texas Local Government Code Section 271.159. 18. Amendments. All amendments and waivers to a given Project Statement must be in writing and must be signed by the party against whom such amendment or waiver is sought to be enforced, in order to be effective. 19. Severability. In the event that any term or provision of this Agreement is held invalid, illegal, or unenforceable, it shall be severed and the remaining terms and provisions shall be enforced to the maximum extent permitted by applicable law. 20. Assignment. Customer may not assign, voluntarily or by operation of law, any of its rights or obligations hereunder except with USAC's prior written consent, which consent shall not be unreasonably withheld. 21. Governmental Powers. It is understood and agreed by the execution of this Agreement that Customer does not waive or surrender any of its governmental powers. Nothing herein shall be deemed a waiver of Customer's sovereign immunity. 22. Time of Performance. Time is of the essence of the performance of the parties' obligations pursuant to this Agreement. In the event the last day of any period hereunder shall fall upon a day which is not a business day, the period in question shall be extended to include the next succeeding business day. As used herein, "business day" shall mean a day, which is not a Saturday, Sunday, or holiday of Southlake, Texas. 23. Headings. Headings contained in this Agreement are for convenience only and are not part of this Agreement and do not in any way interpret, limit or amplify the scope, extent or intent of this Agreement or any of the provisions hereof. T\PSA 44.06 Page 3 of 4 EXHIBIT A PROJECT STATEMENT Attachment to Master Agreement No. COS_20090810 between USA Consulting, Inc. (collectively hereafter (USAC) City of Southlake, Texas ( "Customer "). USAC agrees to provide the services and /or products, and Customer agrees to pay the sums, upon duly approved authorization, described herein on the terms and conditions set forth in this Project Statement and in the Agreement. The terms and conditions of this Project Statement are set forth in the following Schedules: I\It ='SA 44.0x3 Page 4 of 4 USA Consulting Professional Services Statement of Work Statement of Work XenApp and XenDesktop Implementation Prepared for City of Southlake This Statement of Work is valid until: September 10, 2009 USA Consulting, Inc. Corporate Headquarters DIR# DIR -SDD -998 Plano, TX 75074 972 - 673 -0333 701 E. Plano Parkway, Suite 300 - � 121D i�'nA C00 MBI 11"ira�g► , USA Consulting Professional Services Statement of Work Statement of Work XenApp and XenDesktop Implementation Prepared for City of Southlake This Statement of Work is valid until: September 10, 2009 USA Consulting, Inc. Corporate Headquarters DIR# DIR -SDD -998 Plano, TX 75074 972 - 673 -0333 701 E. Plano Parkway, Suite 300 USA Consulting Professional Services Statement of Work TABLE OF CONTENTS ProjectOverview ..................................................................................................... ............................... 1 ProjectDescription .................................................................................................. ............................... 1 ProjectDeliverables ................................................................................................ ............................... 2 ProjectAssumptions ............................................................................................... ............................... 2 USA Consulting's Responsibilities .................................................................... ............................... 3 City of Southlake's Responsibilities .................................................................. ............................... 3 Location................................................................................................................... ............................... 5 Durationand scheduling ......................................................................................... ............................... 5 Personnel................................................................................................................ ............................... 5 Acceptance and Deliverable Schedule ................................................................... ............................... 5 Methodology of Status Reporting ............................................................................ ............................... 5 Fees and Payment Schedule for citrix installation .................................................. ............................... 5 Abilityto Perform Work ........................................................................................... ............................... 6 IntellectualProperty ................................................................................................ ............................... 6 Warranty.................................................................................................................. ............................... 6 Changesin Scope ................................................................................................... ............................... 6 Termand Termination ............................................................................................. ............................... 7 Miscellaneous......................................................................................................... ............................... 7 Agreement............................................................................................................... ............................... 9 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work PROJECT OVERVIEW City of Southlake seeks to implement Citrix XenApp and Desktop to facilitate internal and remote access. USA Consulting, Inc. (USA Consulting) has been engaged to perform an implementation of Citrix XenApp and XenDesktop solutions. USA Consulting uses the Analyze, Design, Plan, and Implement model as a standard for all projects. This model is an industry accepted best practice that allows for the optimal system configurations and usage of appropriate tools / functionality. PROJECT DESCRIPTION This project will include the following phases: Phase I: XenServer Build a. Install XenServer on up to four (4) physical hosts. b. Create a single resource pool. c. Created shared storage repository for the resource pool. d. Configure High Availability for the resource pool. e. Configure alerting. f. Install Citrix Provisioning Server. Phase II: XenApp Build a. Install Citrix license services. b. Create XenApp farm with initial server installation. c. Create XenApp golden image. d. Deploy up to four (4) XenApp servers. e. Install the latest Citrix critical hotfixes f. Publish production applications to appropriate user groups. g. Install and configure Citrix User Profile Manager. h. Install and configure Citrix EdgeSight server and agents. i. Configure XenApp Plugin for deployment Phase III: XenDesktop Build a. Install up to one (1) Citrix Desktop Delivery Controller. b. Install the latest Citrix critical hotfixes c. Create Windows XP golden image. d. Install and configure Citrix User Profile Manager. e. Deploy up to 30 Windows XP desktops. f. Configure Desktop Receiver for deployment Phase IV: Access Gateway Advanced Build a. Install Web Interface. b. Install and configure Access Gateway 2010 HA pair. c. Install Access Gateway Advanced. d. Configure Active Directory authentication. e. Configure up to one (1) logon point. f. Configure up to one (1) end point analysis scan. City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 1 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work Phase V: Password Manager (SSO) Build a. Integrate Password Manager into Active Directory. b. Create up to five (5) applications definitions. c. Configure Password Manager Plugin for deployment. Phase VI: Disaster Recovery Implementation a. Design and Plan DR strategy around business critical applications. b. Install up to one (1) XenServer Host. c. Create a single resource pool. d. Attached shared Storage Repository from replicated DR SAN. PROJECT DELIVERABLES USA Consulting will provide "as installed" documentation for Citrix software. "As installed" documentation is described as a document noting all installation notes and settings configured for the project. PROJECT ASSUMPTIONS The project time estimates and associated fees quoted within this Statement of Work (SOW) are based on the following assumptions and responsibilities. Should any element(s) of these be lacking during execution of services, additional time and associated fees and expenses may be required to complete this SOW. 1. USA Consulting is not responsible for delays caused by failures, including but not limited to, failures caused by systems, personnel or environmental causes or in using incorrect or insufficient data provided by City of Southlake. 2. USA Consulting will be solely responsible for the installation and configuration of the Citrix software. 3. USA Consulting will not develop applications as a part of this SOW. Vendor support for each application installed in the base image will need to be available during installation. 4. USA Consulting will not be responsible for hardware incompatibilities or available resources for Citrix software. 5. USA Consulting will not be responsible for configuring hardware for this installation. For example storage unit, servers, firewalls, etc. 6. No changes will be made to the current system(s) as part of this engagement. Should assistance be required with remediation a change order will be executed and additional costs will apply. 7. USA Consulting engineers shall not be asked to perform, nor volunteer to perform, engineering and /or consulting tasks that are outside their skill sets and experience and that USA Consulting consultants have the right to decline a Service request if the request falls outside the scope of their experience and expertise. 8. All servers reside on the same physical /logical network. 9. A server with Microsoft SQL Server 2005 will be made available for configuring the appropriate databases required by the solutions to be implemented. 10. Travel to remote offices will not be required to complete any tasks. 11. All work will be conducted during normal business hours. City of Southlake Confidential & Proprietary Updated on 8/11/2009 Page 2 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work 12. The list of applications to be installed are as follows: a. Microsoft Project 2007 b. Microsoft Office 2003 c. Microsoft Office 2007 d. Adobe Acrobat Reader e. Accela Wireless f. Accela Automation g. Incode h. Crimes (excludes Crimes Mobile) i. Firehouse j. Firehouse Mobile k. Munis I. NetGuard video camera software m. Track -It Technician Client n. Laserfiche Client 13. The list of applications to be defined for single sign -on are as follows: a. Munis b. Crimes c. Crimes Mobile d. Laserfiche USA Consulting's Responsibilities 1. Provide professional, knowledgeable and qualified staff to deliver Services as described in this SOW. 2. USA Consulting will provide project deliverables to City of Southlake via email within five (5) days after the completion of the project. City of Southlake's Responsibilities 1. Performing a full working backup of its network prior to commencement of the Services. USA Consulting is not responsible for lost data. 2. Must provide a one employee dedicated to this project and the extent of the knowledge transfer is dependent upon the availability of this resource. Please note that the time designated for knowledge transfer is throughout the project. 3. Must provide all necessary hardware to complete the project. For example Storage Unit, Servers, cabling, etc. 4. Must provide USA Consulting in writing with any restrictions or requirements regarding the USA Consulting consultants' use of personal equipment in advance of the commencement of the project. City of Southlake Confidential & Proprietary Updated on 8/11/2009 Page 3 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work 5. Must make the necessary administrative usernames and passwords available to the USA Consulting consultant. 6. Must provide USA Consulting with detailed and accurate information regarding its current network environment. This information may include the technical configuration of the domain environment. 7. Must provide USA Consulting with a professional workspace and network access to provide the Services. 8. Must provide USA Consulting with access to building(s) and room(s) as necessary to complete the Services. 9. Is responsible for providing all hardware and /or software and licensing required to perform the Services, including ensuring that all wiring, hardware, and software required to perform the Services are in working order. 10. Must provide USA Consulting with a technical point of contact during performance of the Services. 11. Request a Change Order authorizing Overtime Service before any Overtime Services will be performed. "Overtime" is defined as any work performed outside the hours of 8:00 AM to 5:00 PM Monday through Friday Central Daylight Time. City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 4 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work LOCATION The location of services to be provided is: City of Southlake 1400 Main Street, Suite 420 Southlake, TX 76092 DURATION AND SCHEDULING Scheduling will be discussed and agreed upon after the signed SOW is received. Minimum lead time for scheduling is fourteen (14) business days from the receipt of the signed SOW. Should you require more aggressive scheduling, please contact Mikaela.Salazar @usaci.com to determine availability. PERSONNEL The number of personnel to be provided: One (1) qualified and certified Citrix Consultant ACCEPTANCE AND DELIVERABLE SCHEDULE Acceptance occurs upon completion of the Services and delivery of any documentation or reports. USA Consulting will invoice City of Southlake for services rendered upon receipt of, but no later than ten (10) business days after delivering the final Deliverables to City of Southlake. METHODOLOGY OF STATUS REPORTING USA Consulting agrees to submit project status reports to City of Southlake on a daily basis via E -Mail, Fax or Phone. FEES AND PAYMENT SCHEDULE FOR CITRIX INSTALLATION Activity/Task Hours Phase I: XenServer Build 16 Phase II: XenApp Build 36 Phase III: XenDesktop Build 36 Phase IV: Access Gateway Advanced Build 36 Phase V: Password Manager (SSO) Build 36 Phase VI: Disaster Recovery Implementation 40 The price is an estimated $35,000.00 for five (5) weeks of services. All payments have been, and will be, duly authorized and paid when due out of funds on hand and legally available for such purpose. City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 5 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work ABILITY TO PERFORM WORK City of Southlake agrees that in order for USA Consulting to complete the tasks assigned it may be necessary for USA Consulting to modify the operating environment with software patches. These patches are commonly known as Service Packs or Hot Fixes. City of Southlake agrees that if it denies USA Consulting the right to apply such software patches that USA Consulting will not to be able to complete the tasks assigned. INTELLECTUAL PROPERTY Title to Work Product; License. It is understood and agreed by the Parties hereto that all effort expended and all results developed by USA Consulting pursuant to this SOW shall be and shall remain the sole and exclusive property of USA Consulting. However, the right to use only for internal purposes any deliverable created as part of an engagement is hereto assigned to the End User. Ownership. USA Consulting shall have the sole and exclusive right and title to any ideas, inventions, and work product developed, modified, changed, improved, or utilized by USA Consulting as a result of this SOW. License. To the extent that any of City of Southlake's pre- existing technology is contained in the work product resulting from performance of the SOW, City of Southlake grants to USA Consulting an irrevocable, nonexclusive, worldwide, royalty -free license to: use, execute, reproduce, display, perform, and distribute (internally or externally) such pre- existing technology. WARRANTY Quality of Services. USA Consulting warrants that its Services will be of professional quality (performed in a good and workmanlike manner), and will conform to generally accepted standards for such Services in the industry and to the requirements specified in the applicable SOW; and its personnel shall be competent and qualified to perform the tasks to which they are assigned. In the event of any breach of this warranty, USA Consulting, at its sole expense and without delay, shall re- perform the non - conforming Services to the applicable standard or, in the case of infringement, remedy such matter to City of Southlake's satisfaction. This warranty is in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. CHANGES IN SCOPE Change Orders. Each SOW will be based on City of Southlake's and USA Consulting's then - present understanding of City of Southlake's obligations to End User. In the event City of Southlake's or USA Consulting's understanding changes or End User's requests a change in City of Southlake's or USA Consulting's obligations affecting USA Consulting's performance hereunder, City of Southlake shall notify USA Consulting or USA Consulting will notify City of Southlake. In such event, City of Southlake or USA Consulting, as the case may be, shall request changes in the Services or pricing and agree upon a Change Order. City of Southlake shall not be obligated to pay for any modification to the Services and USA Consulting shall not be obligated to perform any modification to the Services in the absence of a duly executed Change Order signed by the Parties hereto. City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 6 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work TERM AND TERMINATION Term. The SOW is between USA Consulting, and City of Southlake. City of Southlake desires to purchase from USA Consulting services described in this SOW. USA Consulting agrees to provide these services, through its employees or other agents, for City of Southlake. The term of this SOW begins on the Effective Date and shall continue in full force and effect thereafter unless and until terminated in accordance with the provisions of this SOW. City of Southlake's Right to Terminate. Either Party may terminate this SOW, with or without cause, upon thirty (30) days prior written notice. Upon receipt of such written notice, USA Consulting will cease the performance of Services upon this SOW's then incomplete and shall immediately invoice the City of Southlake for all accrued fees, charges, and reimpursable expenses. The City of Southlake shall pay the invoiced amount upon duly approved authorization, unless the City of Southlake has determined that USA Consulting has materially breached the contract, in which case the issue of whether and what amount is owed will be resolved through the dispute resolution method selected by the parties. USA Consulting shall reimburse the City for all fees, payments, and charges paid by the City, which represents the portion of the payments made for the remainder of the project unless USA Consulting has determined that the City of Southlake has materially breached the contract, in which case the issue of whether and what amount should be reimbursed will be resolved through the dispute resolution method selected by the parties. Effect of Termination. Any Termination will be without prejudice to any other right or remedy afforded to the Parties and will not affect any rights or obligations, which have occurred prior to such Termination. MISCELLANEOUS Limitation on Action. No action, suit or other proceeding, regardless of form, arising out of or related to the transactions covered by this Agreement and any SOW may be brought by either party against the other party more than thirty -six (36) months after the cause of action arose. Limitation on Liability. Except as expressly provided below, neither party shall be liable to the other party for any special, indirect or consequential damages including without limitation, lost business, profits, data or use of products, whether foreseeable or not, even if such party has been advised of the possibility of such damages. Limitation on Waiver. The waiver by either party of any term or provision of this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement. Consequential Damages. In no event will either party be liable, whether in contract, warranty, tort [including negligence (whether active, passive or imputed), product liability, strict liability or other theory] to the other party or to any End User or other third party for any indirect, incidental, special or consequential damages (including without limitation damages for loss of profit, business or data) arising out of its performance or nonperformance of this SOW even if such party has been advised of the possibility of such damages. Assignment. Neither party may assign or transfer this Agreement or any of its rights or duties hereunder to any third party without the other party's prior written consent, except to a successor of all or substantially all of its business and assets. City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 7 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work Governing Law; Venue. Should any action, whether real or asserted, at law or in equity, arise out of the terms and conditions of this Agreement, exclusive jurisdiction and venue for said action shall be in Tarrant County, Texas and this SOW shall be construed under the substantive laws of the State of Texas excluding its choice of law provisions. In any such action, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs from the other party, as permitted by Texas Local Government Code Section 271.159. Governmental Powers. It is understood and agreed by the execution of this SOW, the City does not waive or surrender any of its governmental powers. Nothing herein shall be deemed a waiver of this City of Southlake's sovereign immunity. Severability. In the event that any term or provision of this Agreement is held invalid, illegal, or unenforceable, it shall be severed and the remaining terms and provisions shall be enforced to the maximum extent permitted by applicable law. Non - solicitation of Employees. The parties agree that they will not directly solicit for employment nor hire each other's employees during the term of this Agreement where such employee contact was initiated pursuant to this Agreement. The foregoing shall specifically exclude any general solicitations for employment by either party through indirect means, such as solicitations through print media or other forms of publication. City of Southlake Confidential & Proprietary Updated on 8/11/2009 Page 8 "7 1 ansu�tir� USA Consulting Professional Services Statement of Work AGREEMENT The parties acknowledge that this Agreement expresses their entire understanding and agreement, and that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth in this section. The parties further acknowledge that this Agreement supersedes, terminates and otherwise renders null and void any and all prior agreements or contracts, whether written or oral, entered into between City of Southlake and USA Consulting with respect to the matters expressly set forth in this Agreement. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of each party. City of Southlake Macer Technology Name Name Title Title Date Date City of Southlake Updated on 8/11/2009 Confidential & Proprietary Page 9 CALENCE 1560 West Fountainhead Parkway 2nd Floor Tempe, AZ 85282 Account Manager Wheat, Ryan ryan.wheat @calence.com Phone Client Advocate Rosales,Ubilia ubilia.rosales @calence.com Phone (512) 382 -4450 Fax (512) 691 -9480 Z-3 Texas Department of Information Resources Quotation Quote Number.......: Q- 113926 -1 Date .......................: 8/5/2009 Shipping Terms .....: FOB - O Payment Terms.....: Net 30 Days Quote Valid Thru ...: 9/4/2009 DIR Agreement #...: DIR -SDD -236 City of Southlake Technology Services 1400 Main Street Suite 120 Southlake, TX 76092 Part Number Description Qty List price Disc. Trade in Unit price Ext Price WS- C3750G- 24TS -S1 U Catalyst 3750 24 3 $ 6,995.00 44.00 $ $ 3,917.20 $ 11,751.60 10/100/1000 + 4 SFP Std Multilayer;1 RU CAB - STACK -50CM CISCO STACKWISE 50CM STACKING 3 $ 0.00 44.00 $ $ $ 0.00 CAB -AC Power Cord, 110V 3 $ 0.00 44.00 $ $ $ 0.00 CON- SNT- 3750GS1 U SMARTNET 8X5XNBD 3 $ 588.00 20.00 $ $ 470.40 $ 1,411.20 Cat 3750 24 10/100/1000T + 4 SFP St GLC- LH -SM= GE SFP,LC connector 2 $ 995.00 44.00 $ $ 557.20 $ 1,114.40 LX /LH transceiver Please contact your Account Manager for financing options. TERMS AND CONDITIONS This transaction is governed by the applicable contract between Calence,LLC and the Texas Department of Information Resources Pursuant to that contract, the warranties and disclaimers located at the following URL apply to this transaction: http:// www. calence. com/ dir/ CalenceWarrantyandReturnPolicies .pdf The above - referenced contract and warranties and disclaimers are hereby incorporated herein by this reference. CALENCE,LLC SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A PURCHASE ORDER OR OTHER SIMILAR DOCUMENT OR COMMUNICATION (A 'PURCHASE ORDER'). BY ORDERING ANY OF THE ITEMS IDENTIFIED HEREIN, CUSTOMER AGREES THAT ANY ADDITIONAL TERMS CONTAINED IN A PURCHASE ORDER SHALL NOT BECOME PART OF THE AGREEMENT BETWEEN THE PARTIES AND SPECIFICALLY THAT THE TERMS AND CONDITIONS CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE SHALL SUPERSEDE ANY CONFLICTING, CONTRARY, OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER. Total Hardware $ 12,866.00 Total Maintenance $ 1,411.20 Estimated Tax $ 0.00 Estimated Freight $ 0.00 Quote Total $ 14,277.20 Quote Number: Q- 113926 -1 Proprietary and confidential. For use only by addressee. Page: 1 of 1 Prepared for: Dale Dean Quoted By: Ryan Hesson Company: City of Southlake Email: rvannmacertechnoloay.com Phone: (972) 673.0333*203 Terms: NET 30 Phone: 817.716.4438 Email: DDEANna CI.SOUTHLAKE.TX.US Date: 8/10/2009 Sales Quote: 162887 Part Number Product Description Qty Unit Price Ext Price DIR# DIR -SDD -998 MW2Z0000033 1 CITRIX XENAPP PLATINUM EDITION X1 CONCURRENT 90 $372.00 $33,480.00 USER WITH SUBSCRIPTION ADVANTAGE EW2Z0000043 2 CITRIX XENSERVER ENTERPRISE ESSENTIALS LICENSE 4 $1,550.00 $6,200.00 MW2Z0000075 3 CITRIX XENDESKTOP ADVANCED 30 $58.90 $1,767.00 EW3Z0000221 4 CITRIX ACCESS GATEWAY 2010 APPLIANCE HA PAIR 2 $2,575.00 $5,150.00 SERVICES 5 CITRIX PROFESSIONAL SERVICES FOR XENAPP, 1 $35,000.00 $35,000.00 ACCESS GATEWAY, HP SERVERS, TESTING, TRAINING AND DOCUMENTATION. PRICE INCLUDES PR03ECT MANAGEMENT (ESTIMATED 5 WEEKS) SUPPORT 6 ONE YEAR TECHNICAL SUPPORT CONTRACT COVERS 1 $7,500.00 $7,500.00 CITRIX XEN APP ENVIRONMENT 8X5 PHONE SUPPORT Total: $89,097.00 Approved By: Name: MacerTechnology Title: _ Date: PO #: Signature: r rrk�<_�. . 14503 Bammel North Houston Rd. State of Texas Quote Houston Texas 77014 Quote# Y09O5359 (281) 645 -6701 Fax (281) 645 -6702 i Date 08/06/09 Catalog URL http:// www. xnetsystems .com/xnetcat/xnetcat.html Quote To: Ship To: City of Southlake City of Southlake 1400 Main St, Ste. 440 1400 Main St, Ste. 440 Southlake TX 76092 Southlake TX Sam Cobb Sam Cobb Sales Rep. - Catalog Date - CISV # - CMBL HUB 76092 CoH Vendor# Vendor Address # CoH MWBE Ln # Qty Description 1 2 Dell EqualLogic PS6500E (224 -4851) 24 TB capacity, 48 X 500GB Serial ATA hard drives, Dual Controllers (341 -9131) Dell Hardware Limited Warranty Extended Year (994 -0558) Dell Hardware Limited Warranty Initial Year (994 -0607) Pro Support for IT: Next Business Day Onsite Service After Problem Diagnosis, 2Year Extended (993 -1802) Pro Support for IT: Next Business Day Onsite Service After Problem Diagnosis, Initial Year (993 -5930) EqualLogic Advanced Software Warranty and Service,7x24 Access,3 Year (994 -0399) ProSupport for IT: 7x24 HW / SW Tech Support and Assistance for Certified IT Staff, 3 Year (993 -1822) PS array Customer Self Install Support Service (990 -0658) Unit Price $44,550.00 SubTotal Shipping Total Notes: DIR -SDD- 890 -TX John Tate 11/03/1998 1 -76- 057 - 7006 -800 YES YES 109673 110320 YES Ext. Price $89,100.00 $89,100.00 $0.00 $89,100.00 Page 1 State of Texas Quote 14503 Bammel North Houston Rd. Houston, Texas 77014 Quote # Y09Q5363 (281) 645 -6701 Fax (281) 645 -6702 Date 08/10/09 Sales Rep. John Tate Catalog URL http:// www. xnetsystems .com /xnetcat /xnetcat.htm/ Catalog Date 11/03/1998 Quote To: Ship To: CISV # 1 -76- 057 - 7006 -800 City of Southlake City of Southlake CMBL YES 1400 Main St, Ste. 440 1400 Main St, Ste. 440 HUB YES Southlake TX 76092 Southlake TX 76092 CoH Vendor # 109673 Vendor Address # 110320 Sam Cobb Sam Cobb CoH MWBE YES Ln # Qty Description Unit Price Ext. Price 1 4 PowerEdge R710 with Chassis for Up to Eight 2.5 -Inch Hard Drives $8,875.37 $35,501.48 64GB Memory (8x8GB), 1066MHz Dual Ranked RDIMMs for 2 Processors (317 -1251) (2) Embedded Broadcom, GB Ethernet NICS with TOE (430 -1764) Broadcom 5709 Dual Port 1GbE NIC w/TOE iSCSI, PCIe -4 (430 -3260) E5540 Xeon Processor, 2.53GHz 8M Cache, Turbo, HT, 1066MHz Max Mem (317 -1204) E5540 Xeon Processor, 2.53GHz 8M Cache, Turbo, HT, 1066MHz Max Mem (317 -1216) PowerEdge R710 Heat Sinks for 2 Processors (317 -1213) 146GB 15K RPM Serial- Attach SCSI 2.5 inch Hot Plug Hard Drive (341 -9157) PERC 6/i SAS RAID Controller 2x4 Connectors, Internal, PCIe256MB Cache, x8 Chassis (341 -8712) Power Saving BIOS Setting (330 -3491) No Operating System (420 -6320) iDRAC6 Express (467 -8649) DVD ROM, SATA, Internal (313 -7541) Bezel (313 -7517) Riser with 2 PCIe x8 + 2 PCIe x4 Slot (320 -7886) Electronic System Documentation and OpenManage DVD Kit (330 -3485) 146GB 15K RPM Serial- Attach SCSI 2.5 inch Hot Plug Hard Drive (341 -9157) RAID 1 for PERC 6/i or SAS 6 /iR Controllers (341 -8699) Sliding Ready Rails With CableManagement Arm (330 -3477) Basic: Business Hours (5X10) Tech Support 4 Hour On -Site Hardware Warranty Repair 2Year Extended (992 -8082) Basic: Business Hours (5X10) Tech Support 4 Hour On -Site Hardware Warranty Repair Initial Year (993 -2120) Dell Hardware Limited Warranty Extended Year (993 -8458) Dell Hardware Limited Warranty Plus On Site Service Initial Year (993 -8447) DECLINED CRITICAL BUSINESS SERVER OR STORAGE SOFTWARE SUPPORT PACKAGE -CALL YOUR DELL SALES REP IF UPGRADE NEEDED (993 -8488) Basic support covers SATA Hard Drive for 1 year only regardless of support duration on the system (994 -4019) On -Site Installation Declined (900 -9997) High Output Power Supply Redundant, 870W (330 -3475) Power Cord, NEMA 5 -15P to C14,15 amp, wall plug, 10 feet / 3 meter (310 -8509) Power Cord, C13 to C14, PDU Style, 12 Amps, 2 foot, Qty 1 (330 -3150) SubTotal $35,501.48 Shipping $0.00 Total $35,501.48 Notes: DIR -SDD- 890 -TX Page 1 2 4 CO 6 70 _ 7 ¢ £ 2 § '§ ¢ O e > \ 7 / k LU ! \ �U) / _ o @ o » 4 k { - ` \ \ \\ "1' m 0 z �` c [ U)/ "D a 0 _ : {ƒ \ = = 0 - _ : 9® \\ a m 0 2 (D o= m 0 - 0 @ \ = o 0 - _ \) o a 0 - \ a r 0 Cl) 0 e @ z! \\ )\ e o / o"T r= c o / r > ® 9 \ § 9 9 f m g f 9 / o d o 0 0 0 0 0 o 0 Cl) / \ _ / - ) ) \ / } J = } ) %I ! r m m �� m m r m m ( 1 ) ( I \ d d e a d d d d § e \\ }0 \ } \ \ \r ~ : m- / / %/ ; ! 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