Structured Communications ~ C170045 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
(TxrsFoRmMvsrAccomPAAryEvERYCoNTRAcr)
Contract Title: VDI Number: Cr2xQS
Contractor: Structured Communications Contract Total. 900.37
Contract OverviewPurchase Citrix licensing and configure a production ready VDI,mobile,and
share.file environment.
Initial Risk Level: ❑ Extreme ❑ High Ej Moderate ❑ Love
Risk Reduction Steps: IT staff%jU be working alongside the Structured engineers during all phases of the
design and implementation of the`DI pro.ject.
Risk Comments:
Risk Signature:
Contract Manager- Mike Nolop Ext: 2757 Department: FIS
Type- ❑ Purchase.:agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA Ej Other: Professional Services:kgreement
Start Date. 12/20/2016 End Date. 6/30/2017
Quotes/Bids/Proposal: FIRM AmouNT/SCORE
Structured Communications $232,900.37
Dell Inc $273,263.24
_'account String: Fund-Division-Account Work Order—Activit;Type Amount
FY 16-17 600-2300-54001 S $40,400.00
FY 16-17 600-2300-56004 G $192,500.37
FY
FY
FY
A�pr�- LCRB Date: 12-13-2016
Department Comments: Purchase must be made prior to 12/30 to take advantage of$49,000 discount.
Department Signature:
Purchasing Comments: ""--
Purchasing Signature: R '
City Manager Comments:
City Manager Signature. `' �.� AAA 11k.
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract#
CITY OF TIGARD,OREGON
PROFESSIONAL SERVICES AGREEMENT
VDI
THIS AGREEMENT,made and entered into this 20*day of December,2016,by and between the City
of Tigard, a municipal corporation, hereinafter referred to as the "City," and Structured Communication
Systems,Inc.,hereinafter referred to as the "Consultant."
RECITALS
WHEREAS, the City's 2016-2017 fiscal year budget provides for information technology consultation
services for the City's VDI project;and
WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and
essential to the program of the City;and
WHEREAS, the City desires to engage the Consultant to render professional information technology
consultation services for the project described in this Agreement,and the Consultant is willing and qualified
to perform such services;
THEREFORE,in consideration of the promises and covenants contained herein,the parties hereby agree
as follows:
1. Consultant's Scope of Services
The Consultant shall perform professional information technology consultation services relevant to the
Project in accordance with the terms and conditions set forth herein, and as provided in Exhibit A,
which is attached hereto and by this reference made a part of this Agreement.
2. Effective Date and Duration
This agreement shall become effective upon the date of execution,and shall expire, unless otherwise
terminated or extended,on completion of the work or June 30,2017 whichever comes first.All support
shall be in accordance with the proposal in Exhibit B.The length of the contract shall not exceed Three
(3)years.All work under this Agreement shall be completed prior to the expiration of this Agreement.
3. Consultant's Fee
A. Basic Fee
1) As compensation for Basic Services as described in Exhibit A of this Agreement, and for
services required in the fulfillment of Paragraph 1, the Consultant shall be paid based on
consultants proposal in Exhibit B of this agreement,which shall constitute full and complete
payment for said sen-ices and all expenditures which may be made and expenses incurred,
except as otherwise expressly provided in this Agreement. The Basic Fee shall not exceed
the amount of Two Hundred Thirty Two Thousand Nine Hundred and 37/100 Dollars
($232,900.37) without prior written authorization. This fee also include licensing and
support that will extend beyond the system setup period.
2) The Parties hereto do expressly agree that the Basic Fee is based upon the Scope of Services
to be provided by the Consultant and is not necessarily related to the estimated construction
cost of the Project. In the event that the actual construction cost differs from the estimated
construction cost, the Consultant's compensation will not be adjusted unless the Scope of
Services to be provided by the Consultant changes and is authorized and accepted by the
City.
B. Payment Schedule for Basic Fee
Payments shall be made upon receipt of billings based on the work completed. Billings shall be
submitted by the Consultant periodically,but not more frequently than monthly.Payment by the
City shall release the City from any further obligation for payment to the Consultant for service
or services performed or expenses incurred as of the date of the statement of services.Payment
shall be made only for work actually completed as of the date of invoice. Payment shall not be
considered acceptance or approval of any work or waiver of any defects therein.
C. Payment for Special Services
Only when directed in writing by the City, the Consultant shall furnish or acquire for the City
the professional and technical services based on the hourly rate schedule as described in Exhibit
B of this contract for minor project additions and/or alterations.
D. Certified Cost Records
The Consultant shall furnish certified cost records for all billings pertaining to other than lump
sum fees to substantiate all charges. For such purposes,the books of account of the Consultant
shall be subject to audit by the City. The Consultant shall complete work and cost records for
all billings on such forms and in such manner as will be satisfactory to the City.
E. Contract Identification
The Consultant shall furnish to the City its employer identification number,as designated by the
Internal Revenue Service,or social security number,as the City deems applicable.
F. Payment—General
1) Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
2) Consultant shall pay employees at least time and a half pay for all overtime worked in excess
of 40 hours in any one week except for individuals under the contract who are excluded
under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving
overtime.
3) Consultant shall promptly,as due,make payment to any person,co-partnership,association
or corporation, furnishing medical, surgical and hospital care or other needed care and
attention incident to sickness or injury to the employees of Consultant or all sums which
Consultant agrees to pay for such services and all moneys and sums which Consultant
collected or deducted from the wages of employees pursuant to any law, contract or
agreement for the purpose of providing or paying for such service.
4) The City certifies that sufficient funds are available and authorized for expenditure to finance
costs of this contract.
5) Consultant shall make payments promptly, as due, to all persons supplying services or
materials for work covered under this contract. Consultant shall not permit any lien or claim
to be filed or prosecuted against the City on any account of any service or materials furnished.
6) If Consultant fails, neglects or refuses to make prompt payment of any claim for labor,
materials,or services furnished to Consultant,sub-consultant or subcontractor by any person
as such claim becomes due,City may pay such claim and charge the amount of the payment
against funds due or to become due to the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any unpaid
claims.
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4. Ownership of Plans and Documents: Records
A. The field notes,design notes,and original drawings of the construction plans,as instruments of
service,are and shall remain,the property of the Consultant;however,the City shall be furnished,
at no additional cost,one set of previously approved reproducible drawings,on 3 mil minimum
thickness mylar as well as diskette in"DWG"or"DXF"format,of the original drawings of the
work. The City shall have unlimited authority to use the materials received from the Consultant
in any way the City deems necessary.
B. The City shall make copies,for the use of and without cost to the Consultant,of all of its maps,
records,laboratory tests,or other data pertinent to the work to be performed by the Consultant
pursuant to this Agreement,and also make available any other maps,records,or other materials
available to the City from any other public agency or body.
C. The Consultant shall furnish to the City, copies of all maps,records, field notes, and soil tests
which were developed in the course of work for the City and for which compensation has been
received by the Consultant at no additional expense to the City except as provided elsewhere in
this Agreement.
5. Assignment/Delegation
Neither party shall assign,sublet or transfer any interest in or duty under this Agreement without the
written consent of the other and no assignment shall be of any force or effect whatsoever unless and
until the other party has so consented. If City agrees to assignment of tasks to a subcontract,Consultant
shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed
by them,and neither the approval by City of any subcontractor nor anything contained herein shall be
deemed to create any contractual relation between the subcontractor and City.
6. Consultant is Independent Contractor
A. The City's project director, or designee, shall be responsible for determining whether
Consultant's work product is satisfactory and consistent with this agreement,but Consultant is
not subject to the direction and control of the City. Consultant shall be an independent
contractor for all purposes and shall be entitled to no compensation other than the compensation
provided for under Section 3 of this Agreement.
B. Consultant is an independent contractor and not an employee of City. Consultant acknowledges
Consultant's status as an independent contractor and acknowledges that Consultant is not an
employee of the City for purposes of workers compensation law,public employee benefits law,
or any other law. All persons retained by Consultant to provide services under this contract are
employees of Consultant and not of City. Consultant acknowledges that it is not entitled to
benefits of any kind to which a City employee is entitled and that it shall be solely responsible
for workers compensation coverage for its employees and all other payments and taxes required
by law. Furthermore,in the event that Consultant is found by a court of law or an administrative
agency to be an employee of the City for any purpose, City shall be entitled to offset
compensation due,or to demand repayment of any amounts paid to Consultant under the terms
of the agreement, to the full extent of any benefits or other remuneration Consultant receives
(from City or third party) as a result of said finding and to the full extent of any payments that
City is required to make (to Consultant or to a third party) as a result of said finding.
C. The undersigned Consultant hereby represents that no employee of the City or any partnership
or corporation in which a City employee has an interest,has or will receive any remuneration of
any description from the Consultant, either directly or indirectly,in connection with the letting
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or performance of this Agreement,except as specifically declared in writing.
D. If this payment is to be charged against Federal funds, Consultant certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed his/her
normal charge for the type of service provided.
E. Consultant and its employees,if any,are not active members of the Oregon Public Employees
Retirement System and are not employed for a total of 600 hours or more in the calendar year
by any public employer participating in the Retirement System.
F. Consultant shall obtain,prior to the execution of any performance under this Agreement,a City
of Tigard Business License. The Tigard Business License is based on a calendar year with a
December 31st expiration date. New businesses operating in Tigard after June 30th of the
current year will pay a pro-rated fee though the end of the calendar year.
G. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS
30.265.
7. Indemnity
A. The City has relied upon the professional ability and training of the Consultant as a material
inducement to enter into this Agreement. Consultant represents to the Citv that the work under
this contract will be performed in accordance with the professional standards of skill and care
ordinarily exercised by members of the Consultant's profession under similar conditions and
circumstances as well as the requirements of applicable federal, state and local laws, it being
understood that acceptance of an Consultant's work by the City shall not operate as a waiver or
release. Acceptance of documents by City does not relieve Consultant of any responsibility for
design deficiencies,errors or omissions.
B. Claims for other than Professional Liability. Consultant agrees and shall indemnify,defend,save
and hold harmless the City of Tigard,its officers, employees, agents, and representatives from
all claims, suits, or actions and all expenses incidental to the investigation and defense thereof,
of whatsoever nature,including intentional acts resulting from or arising out of the activities of
Consultant or its subcontractors, sub-consultants, agents or employees in performance of this
contract at both trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies.. If any aspect of this indemnity shall
be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this indemnification.
C. Claims for Professional Liability. Consultant agrees and shall indemnify, defend, save and hold
harmless the City of Tigard,its officers, employees, agents,and representatives from all claims,
suits, or actions and all expenses incidental to the investigation and defense thereof,arising out
of the professional negligent acts, errors or omissions of Consultant or its subcontractors, sub-
consultants, agents or employees in performance of professional services under this agreement.
Any work by Consultant that results in a design of a facility that is not readily accessible to and
usable by individuals with disabilities shall be considered a professionally negligent act,error or
omission.
D. As used in subsections B and C of this section,a claim for professional responsibility is a claim
made against the City in which the City's alleged liability results directly or indirectly,in whole or
in part, from the quality of the professional services provided by Consultant, regardless of the
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type of claim made against the City in performance of this contract. A claim for other than
professional responsibility is a claim made against the City in which the City's alleged liability
results from an act or omission by Consultant unrelated to the quality of professional services
provided by Consultant in performance of this contract.
8. Insurance
Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect
throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly out
of Consultant's activities or work hereunder,including the operations of its subcontractors of any tier.
Such insurance shall include provisions that such insurance is primary insurance with respect to the
interests of City and that any other insurance maintained by City is excess and not contributory insurance
with the insurance required hereunder.
The policy or policies of insurance maintained by the Consultant and its subcontractors shall provide at
least the following limits and coverages:
A. Commercial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this contract,
Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an
"occurrence"form(CG 20101185 or equivalent). This coverage shall include Contractual Liability
insurance for the indemnity provided under this contract. The following insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal&Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage(Any one fire) $50,000
B. Professional Liability
Consultant shall obtain,at Consultant's expense,and keep in effect during the term of this contract;
Professional Liability Insurance covering any damages caused by any actual or alleged negligent act,
error or omission in the rendering of or failure to render Professional Services. Combined single
limit per claim shall not be less than$2,000,000,or the equivalent. Annual aggregate limit shall not
be less than$3,000,000 and filed on a"claims-made"form.
C. Commercial Automobile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of the
contract(Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage
on an"occurrence" form including coverage for all owned,hired, and non-owned vehicles. The
Combined Single Limit per occurrence shall not be less than$2,000,000.
If Contractor operates a personally-owned vehicle for business use under this contract, the
Contractor shall obtain,at Contractor's expense,and keep in effect during the term of the contract,
business automobile liability coverage for all owned vehicles on an "occurrence" form. The
Combined Single Limit per occurrence shall not be less than$2,000,000.
D. Workers'Compensation Insurance
The Consultant, its subcontractors, if any, and all employers providing work, labor or materials
under this Contract are subject employers under the Oregon Workers'Compensation Law and shall
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comply with ORS 656.017,which requires them to provide workers'compensation coverage that
satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon
workers'compensation coverage for their workers who work at a single location within Oregon for
more than 30 days in a calendar year.Consultants who perform work without the assistance or labor
of any employee need not obtain such coverage. This shall include Employer's Liability Insurance
with coverage limits of not less than$1,000,000 each accident
E. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability, shall
include the City its officers, employees, agents and representatives as additional insureds with
respect to this contract. Coverage will be endorsed to provide a"per project"aggregate.
F. Extended Reporting Coverage
If any of the aforementioned liability insurance is arranged on a "claims-made" basis, Extended
Reporting coverage will be required at the completion of this contract to a duration of 24 months
or the maximum time period the Consultant's insurer will provide such if less than 24 months.
Consultant will be responsible for famishing certification of Extended Reporting coverage as
described or continuous "claims-made" liability coverage for 24 months following contract
completion. Continuous"claims-made"coverage will be acceptable in lieu of Extended Reporting
coverage,provided its retroactive date is on or before the effective date of this contract. Coverage
will be endorsed to provide a"per project"aggregate.
G. Insurance Carrier Rating
Coverage provided by the Consultant must be underwritten by an insurance company deemed
acceptable by the City. All policies of insurance must be written by companies having an A.M.Best
rating of"A-VII" or better,or equivalent. The City reserves the right to reject all or any insurance
carrier(s)with an unacceptable financial rating.
IL Self-Insurance
The City understands that some Contractors may self-insure for business risks and the City will
consider whether such self-insurance is acceptable if it meets the minimum insurance requirements
for the type of coverage required. If the Contractor is self-insured for commercial general liability
or automobile liability insurance the Contractor must provide evidence of such self-insurance. The
Contractor must provide a Certificate of Insurance showing evidence of the coverage amounts on
a form acceptable to the City. The City reserves the right in its sole discretion to determine whether
self-insurance is adequate.
I. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Consultant shall furnish a
Certificate of Insurance to the City. No contract shall be effective until the required Certificates of
Insurance have been received and approved by the City. The certificate will specify and document
all provisions within this contract and include a copy of Additional Insured Endorsement. A
renewal certificate will be sent to the address below prior to coverage expiration.
J. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent contractor.
Contractor is not an officer,employee or agent of the City as those terms are used in ORS 30.265.
IL Primary Coverage Clarification
The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The
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parties further agree that other insurance maintained by the City is excess and not contributory
insurance with the insurance required in this section.
L. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability and
commercial automobile policies required by this contract
A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded
to:
City of Tigard
Atur Contracts and purchasing Office
13125 SW Hall Blvd
Tigard,Oregon 97223
At the discretion of the City,a copy of each insurance policy,certified as a true copy by an authorized
representative of the issuing insurance company may be required to be forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work.
The procuring of such required insurance shall not be construed to limit Consultant's liability hereunder.
Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage,
injury,or loss caused by negligence or neglect connected with this contract.
9. Termination Without Cause
At any time and without cause, City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to Consultant. If City terminates the contract pursuant to this paragraph,
it shall pay Consultant for services rendered to the date of termination.
10. Termination With Cause
A. City may terminate this Agreement effective upon delivers of written notice to Consultant, or at
such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state,local, or other sources is not obtained and continued at
levels sufficient to allow for the purchase of the indicated quantity of services. This
Agreement may be modified to accommodate a reduction in funds.
2) If Federal or State regulations or guidelines are modified, changed,or interpreted in such a
way that the services are no longer allowable or appropriate for purchase under this
Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant, its
subcontractors,agents,and employees to provide the services required by this Agreement is
for any reason denied,revoked,or not renewed.
4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed
by or against Consultant,if a receiver or trustee is appointed for Consultant,or if there is an
assignment for the benefit of creditors of Consultant.
Any such termination of this agreement under paragraph (A) shall be without prejudice to any
obligations or liabilities of either party already accrued prior to such termination.
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B. City,by written notice of default(including breach of contract)to Consultant,may terminate the
whole or any part of this Agreement
1) If Consultant fails to provide services called for by this agreement within the time specified
herein or any extension thereof,or
2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to
pursue the work as to endanger performance of this agreement in accordance with its terms,
and after receipt of written notice from City,fails to correct such failures within ten days or
such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 14 of this agreement.
The rights and remedies of City provided in the above clause related to defaults (including breach
of contract)by Consultant shall not be exclusive and are in addition to any other rights and remedies
provided by law or under this Agreement.
If City terminates this Agreement under paragraph(B),Consultant shall be entitled to receive as
full payment for all services satisfactorily rendered and expenses incurred, an amount which
bears the same ratio to the total fees specified in this Agreement as the services satisfactorily
rendered by Consultant bear to the total services otherwise required to be performed for such
total fee; provided, that there shall be deducted from such amount the amount of damages,if
any,sustained by City due to breach of contract by Consultant. Damages for breach of contract
shall be those allowed by Oregon law,reasonable and necessary attorney fees,and other costs of
litigation at trial and upon appeal.
11. Non-Waiver
The failure of City to insist upon or enforce strict performance by Consultant of any of the ternis of
this Agreement or to exercise any rights hereunder, should not be construed as a waiver or
relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future
occasion.
12. Method and Place of Giving Notice, Submitting Bills and Making Payments
All notices,bills and payments shall be made in writing and may be given by personal delivery,mail,or
by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following
addresses shall be used to transmit notices,bills,payments,and other information:
CITY QF TIGARD STRUCTURED COMMUNICATION SYSTEMS
Attn: Mike Nolop, Attn: Rob Werlinger
Address: 13125 SW Hall Boulevard Address: 12901 SE 97d'Avenue,Suite 400
Tigard,Oregon 97223 Clackamas,Oregon 97015
Phone: (503) 718-2757 Phone: (503) 513-4573
Email: miken tigard-or.gov Email: rwerlingernstructured.com
and when so addressed,shall be deemed given upon deposit in the United States mail,postage prepaid,
or when so faxed, shall be deemed given upon successful fax. In all other instances,notices,bills and
payments shall be deemed given at the time of actual delivery. Changes may be made in the names
and addresses of the person to who notices,bills and payments are to be given by giving written notice
pursuant to this paragraph.
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13. Merger
This writing is intended both as a final expression of the Agreement between the parties with respect
to the included terms and as a complete and exclusive statement of the terms of the Agreement. No
modification of this Agreement shall be effective unless and until it is made in writing and signed by
both parties.
14. Professional Services
The City requires that services provided pursuant to this agreement shall be provided to the City by an
Consultant,which does not represent clients on matters contrary to City interests. Further,Consultant
shall not engage services of an Consultant and/or other professional who individually, or through
members of his/her same firm,represents clients on matters contrary to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the services of
an Consultant and/or other professional who individually,or through members of his/her same firm,
represents clients on matters contrary to City interests,Consultant shall consult with the appropriate
City representative regarding the conflict.
After such consultation, the Consultant shall have five (5) days to eliminate the conflict to the
satisfaction of the City. If such conflict is not eliminated within the specified time period, the
agreement may be terminated pursuant to Section 10(B-3)of this agreement.
15. Force Majeure
Neither City nor Consultant shall be considered in default because of any delays in completion and
responsibilities hereunder due to causes beyond the control and without fault or negligence on the part
of the parties so disenabled,including but not restricted to,an act of God or of a public enemy,civil
unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight
embargo,unusually severe weather or delay of subcontractor or supplies due to such cause;provided
that the parties so disenabled shall within ten days from the beginning of such delay,notify the other
party in writing of the cause of delay and its probable extent. Such notification shall not be the basis
for a claim for additional compensation. Each party shall, however, make all reasonable efforts to
remove or eliminate such a cause of delay or default and shall,upon cessation of the cause,diligently
pursue performance of its obligation under the Agreement.
16. Non-Discrimination
Consultant agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Consultant also shall comply with the Americans with
Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established
pursuant to those laws. All facilities designed by Consultant under this contract shall be designed to
be readily accessible to and usable by individuals with disabilities as required by the Americans with
Disabilities Act.
17. Errors
Consultant shall perform such additional work as may be necessary to correct errors in the work
required under this Agreement without undue delays and without additional cost.
18. Extra(Changes)Work
Only the City's Project Manager may authorize extra(and/or change)work. Failure of Consultant to
secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract
price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled
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to no compensation whatsoever for the performance of such work.
19. Governing Law
The provisions of this Agreement shall be construed in accordance with the provisions of the laws of
the State of Oregon. Any action or suits involving any question arising under this Agreement must be
brought in the appropriate court of the State of Oregon.
20. Compliance With Apalicable Law
Consultant shall comply with all federal, state, and local laws and ordinances applicable to the work
under this Agreement,including those set forth in ORS 279A,279B,and 279C.
21. Conflict Between Terms
It is further expressly agreed by and between the parties hereto that should there be any conflict
between the terms of this instrument in the proposal of the contract,this instrument shall control and
nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting
herewith.
22. Access to Records
City shall have access to such books, documents, papers and records of Consultant as are directly
pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts.
23. Audit
Consultant shall maintain records to assure conformance with the terms and conditions of this
Agreement,and to assure adequate performance and accurate expenditures within the contract period.
Consultant agrees to permit City,the State of Oregon,the federal government,or their duly authorized
representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of
funds.
24. Severability
In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any
court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected
to the extent that it did not materially affect the intent of the parties when they entered into the
agreement.
25. Representations and Warranties
Consultant represents and warrants to the City that:
A. Consultant has the power and authority to enter into and perform this Agreement.
B. This Agreement,when executed and delivered,is a valid and binding obligation of Consultant,
enforceable in accordance with its terms.
C. Consultant (to the best of Consultant's knowledge,after due inquiry), for a period of no fewer
than six calendar years (or since the firm's inception if less than that)preceding the effective date
of this Agreement, faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters 316,
317,and 318;
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2) Any tax provisions imposed by a political subdivision of this state that applied to Consultant,
to Consultant's property,operations,receipts,or income,or to Consultant's performance of
or compensation for any work performed by Consultant;
3) Any tax provisions imposed by a political subdivision of this state that applied to Consultant,
or to goods, services, or property,whether tangible or intangible, provided by Consultant;
and
4) Any rules,regulations, charter provisions,or ordinances that implemented or enforced any
of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Consultant's services rendered in the performance of Consultant's obligations under this
Agreement,shall be provided to the City free and clear of any and all restrictions on or conditions
of use, transfer, modification, or assignment, and shall be free and clear of any and all liens,
claims,mortgages,security interests,liabilities,charges,and encumbrances of any kind.
26. Compliance with Tax Laws
A. Consultant must,throughout the duration of this Agreement and any extensions,comply with all
tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon.
For the purposes of this Section, "tax laws" includes all the provisions described in subsection
25.C. 1) through 4) of this Agreement.
B. Any violation of subsection A of this section shall constitute a material breach of this Agreement.
Further, any violation of Consultant's warranty, in subsection 25.0 of this Agreement, that the
Consultant has complied with the tax laws of the State of Oregon and the applicable tax laws of
any political subdivision of this state also shall constitute a material breach of this Agreement.Any
violation shall entitle the City to terminate this Agreement, to pursue and recover any and all
damages that arise from the breach and the termination of this Agreement,and to pursue any or
all of the remedies available under this Agreement, at law, or in equity,including but not limited
to:
1) Termination of this Agreement,in whole or in part;
2) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to
Consultant,in an amount equal to State's setoff right,without penalty;and
3) Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief. The City shall be entitled to recover any and all damages suffered as the
result of Consultant's breach of this Agreement,including but not limited to direct,indirect,
incidental and consequential damages, costs of cure, and costs incurred in securing a
replacement Consultant.
These remedies are cumulative to the extent the remedies are not inconsistent, and the City may
pursue any remedy or remedies singly,collectively,successively,or in any order whatsoever.
27. Complete Agreement
This Agreement,including the exhibits,is intended both as a final expression of the Agreement between
the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency
between a provision in the main body of the Agreement and a provision in the Exhibits,the provision
in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A
and Exhibit B,Exhibit A shall control.
111 Page
No waiver,consent,modification,or change of terms of this Agreement shall bind either party unless
in writing and signed by both parties. Such waiver,consent,modification,or change if made,shall be
effective only in specific instances and for the specific purpose given. There are no understandings,
agreements, or representations, oral or written, not specified herein regarding this Agreement.
Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read
this Agreement,understands it and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Consultant has executed this Agreement on the date hereinabove first written.
Approved by Tigard's Local Contract Review Board at their December 13,2016 business meeting.
CrrYOFTipARD STRUCTIn CO CATION SYSTEMS,INC.
27anihn)
R AM11W
By:M ine,City Manager By:AuthoriA Contractor Representative
IZI 2y 2a�6
Date Date
121Page
EXHIBIT A
SCOPE OF SERVICES
Based upon discussions held between the city and Consultant,city wishes to engage Consultant to make
their Citrix PreProductionenvironment into a fault-tolerant and highly-available(HA) Citrix Production
environment and to create a Citrix XenMobile and Citrix ShareFile environment.
The goal of the Citrix Production environment scope of work is to make the city's Citrix Pre-Production
environment into a fault-tolerant and highly-available(HA) Citrix Production environment and to create a
Citrix XenMobile and Citrix ShareFile environment.This environment will fully utilize the Citrix
Workspace Suite licenses that were purchased in conjunction with this scope of work.
Infrastructure Build
Based upon discussions held between the city and consultant,city wishes to engage the consultant to make
their Citrix Pre-Production environment into a fault-tolerant and highly-available (HA) Citrix Production
environment and to create a Citrix XenMobile and Citrix ShareFile environment.This will include the
following:
1. Configuration of XenDesktop,StoreFront,and NetScaler to an HA environment
A. Add one server to the existing XexDesktop Delivery Controller
B. Add one server to Citrix StoreFrories Server Group
C. Add one Citrix NetScaler VPX to the existing Citrix Netscaler for HA
2. Creation of Citrix XenAp2 Servers
A. Configuration of 2 Citrix XenApp Servers with AppDisk
3. Configuration of Citrix XenMobile
A. New Citrix XenMobile Resources
a. 2 Citrix XenMobile Servers
b. 2 Citrix XenMobile NetScaler Connector Servers
c. NetScaler Configuration
i. NetScaler NL M VIP (NSMAM)
ii. NetScaler MDM VIP (NSMDM)
iii. NetScaler LDAP VIP (NSLDAP)
iv. NetScaler ActiveSync GW VIP (NSAS)
B. SMS (XenMobile Server) configuration
a. Configure listener certificate(wildcard)
b. Configure APNS certificate
c. Configure LDAP
d. Configure a basic ActiveSync email policy
e. Configure a basic delivery group
f. Configure Licensing
g. Configure Notification Server(SMTP)
h. Configure Role Based Access Control
i. Worx PIN configuration
J. Basic timeouts
k. Google Play credentials
1. NetScaler Gateway
m. Citrix ShareFile
n. SYSLOG server
13 Page
o. XenApp/XenDesktop
p. Upload Wrapped Apps
i. Configure Micro-VPN Services for wrapped apps
ii. Configure token based(STA method)WorxMail access
iii. Configure security policies of apps to meet company requirements
q. Add Public Store apps such as Citrix Receiver or Salesforce
i. Detemvne if apps are suggested or required
C. XNC (XenMobile NetScaler Connector) configuration
a. Configure connection to XMS
b. Configure ActiveSync Policy
D. Worx App Wrapping
a. Configure and Download a provisioning profile from Apple
b. Configure and download a provisioning certificate from Apple
c. Configure and download App IDs from Apple as needed
d. Create a certificate for Android app wrapping
e. Wrap apps Wore Apps for Apple and android devises
f. Install MDX wrapping tools on a Windows workstation
g. Wrap Worx apps for Windows
4. Configuration of Citrix ShareFile
A. Configure SSO integration with XenMobile
B. ShareFile StorageZone Controller
a. Install StorageZone software on two StorageZone servers
b. Configure connection to ShareFile.com
c. Configure access to internal CIFS Share
5. Functionality Testing and Remediation Block of Hours
A. Included in this SOW is a Block of Hours to be used as needed for functionality testing,
remediation,and miscellaneous issues
Consultant Deliverables
Consultant shall provide the Deliverables listed below to City during and upon completion of the project.
City's acceptance of all listed Deliverables will complete Consultant's responsibility for this project.
1. A highly-available and fault-tolerant Citrix XenDesktop and XenApp environment
2. A highly-available Citrix NetScaler environment
3. A fault-tolerant Citrix XenMobile environment
4. A fault-tolerant Citrix ShareFile environment
5. As-built documentation of Citrix XenDesktop and XenApp,NetScaler,XenMobile,and ShareFile
environments
City Deliverables
City shall provide the following to Consultant in order to ensure a successful implementation. Delay in
providing these requirements may impact Consultant's ability to complete this project in a timely manner.
1. Administrative access,either directly or utilizing a resource with domain admin level rights,including
the ability to create Active Directory objects and Group Policies.
2. Hardware required for the project,including sufficient compute,storage,hypervisor and network
resources.
3. Required client software and city application resources to install applications other than Citrix during
the application remediation process
14 1 Page
4. Access to systems for the purposes of discovery and analysis,onsite and remote as needed.
5. Existing Citrix,network,virtualization,systems and storage documentation.
6. Miscrosoft SQL Database server(s) that meets the design requirements.
7. Publicly trusted Wildcard Certificate for NetScaler Gateway,StoreFront,MDM,and ShareFile
8. Apple Developer Enterprise account subscription
9. Apple workstation that meets the requirements for wrapping iOS and Android Worx applications that
meets these requirements:h=://docs.citrix.com/en-us/mex-toolkit/10/xmob-apnrap-sys-
regs.html
151 Page
EXHIBIT B
CONSULTANT'S PROPOSAL
16 1 Page
Quote# 161012CX City of71gan1 CArk So/udon QTY400 3 Year R4 Quote Expires 30 Days From:
1119/16
Company Name: City of Tigard
Contact:Mike Nolop
Email: miken0tinard-on aov
Phone: (503)718-2757 St ru ct u red
Account Executive: Rob Werlinger bridging people,business&technology-
12901 SE 97th Ave.,Suite 400-Clackamas OR,97015-503.513.9979
Toll Free 800.881.0962-Order Fax 888.729.0997
Line Item Part Number Description Oty, Unit List Price Unit Sale Price 6R Sale Price
City of Tigard- Citrix Licensing and PS Solution-3 Year
1 (Qty 400)Citrix Workspace Suite Licenses $126,000.00 $119,764.00
2 Software Support-3 Yr,SWM $83,160.00 $83,160.00
3 (Qty 2)Citrix NetScaler VPX 200 Platinum Edition $21,000.00 $19,960.96
4 Software Support-3 Yr,SWM $13,860.00 $13,860.00
5 2016 Citrix Purchase Incentive(Valid ONLY if purchased by -$49,000.00
12/30/2016)
6 (QTY 10)GRID"virtual workstation"edition CCU perpetual license $4,000.00 $3,814.24
7 1 Year SuppordMaintenance $1,000.00 $941.18
8 Structured Professional Services(202 Hours) $40,400.00 $40,400.00
Grand Total $289.420.00 $232.900.37
All pages must be returned with signature page. Page 1 of 3
Line Item Part Number Description Oty, Unit List Price Unit Sale Price ExL Sale Price
Solution Line Item Detail.
(Qty 400)Citrix Workspace Suite Licenses
9 3012411-E3 ELA3 WORKSPACE SUITE 1U 400 $315.00 $299.41 $119,764.00
PERPETUAL LICS
SubTotal $119.764.00
Software Support-3 Yr.SWM
10 4032409-F3 ELA3 3YR SW MNT WORKSPACE SUITE 400 $207.90 $207.90 $83,160.00
1U
SubTotal $83,160.00
(Qty 2) Citrix NetScaler VPX 200 Platinum Edition
11 3013079-E3 ELA3 NETSCALER VPX 200 MBPS PLAT 2 $10,500.00 $9,980.48 $19,960.96
ED
SubTotal $19,960.96
Software Support-3 Yr. SWM
12 4034479-E3 ELA3 3YR SW MNT NETSCALER VPX 200 2 $6,930.00 $6,930.00 $13,860.00
MBPS PLAT ED
SubTotal S13,860,
(QTY 10) GRID 'virtual workstation"edition CCU perpetual license
13 711-5GR/D-VWSO-002 10 $400.00 $381.42 $3,814.24
GRID VWS PERPETUAL LICS 1 CCU
SUBTOTAL $3,814.24
1 Year Sumort(Maintenance
14 712-5GR/D-VWSO-NPO 10 $100.00 $94.12 $941.18
GRID VWS PROD SUMS 1YR 1CCU
SUBTOTAL $941.18
Structured Professional Services(202 Hours)
15 ProSery Structured Professional Services. Formal 202 $200.00 $200.00 $40,400.00
SOW to follow
SUBTOTAL $40WW.00
Prepared by Dana Fulwidar 17191
Please contact the person listed above at Structured for any questions regarding this quotation.
All pages must be returned with signature page. Page 2 of 3
Line Item Part Number Description Qty. Unit List Price Unit Sale Price Ext Sale Price
Notes:
1. Prices do not include shipping charges. All shipping charges are FOB origin and will be added at time of invoice.
2. Prices do not include tax. All applicable sales taxes will be added at time of invoice.
3. Payment terms are Cash.Visa,or COD. Net 20 day terms are available with approved credit-
Structured
reditStructured Communication Systems,Inc.Standard Teams&Conditions apply to this and all quotations. A copy
is available upon request.
4. Ail quotes and proposals are calculated using US Dollars.
5. Quotes are valid for 30 days. Structured reserves the right to adjust prices at any time according to manufacturer
price changes. In the event that the expiration data has been exceeded,please contact your Account Representative
for an updated quote.
6. Remit To Address: 12901 SE 97th Ave Suite 400,Clackamas OR,97015
This Quotation contains information that is privileged and confidential. The information contained in this Quotation
is intended only for use of the person to whom it is addressed. If the reader of this quotation is not(1)the intended
recipient or(2)the employee or agent responsible to deliver it to the intended recipient,you are hereby notified that
any dissemination, distribution or copying of this communication is strictly prohibited.
WHEN PLACING YOUR ORDER, PLEASE FAX OR EMAIL TO:888-729-0997 or faxestructured.com
Please fill out all of the below information to ensure that your order is processed as efficiently as possible.
Signature: Date:
Shipping Address: Billing Address:
Street:
City,ST Zip:
Contact:
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Preferred Shipping Method:Ground 2nd Day Overnight
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Customer Reference/Purchase Order Number:
Bridging People,Business&Technology
Ask us about our high-quality Internet Security,Connectivitv,Storage and Access Offerings...
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