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CONTRACT 5731 Professional Services Agreement CLOSEDAgreement No. 5731 Agreement No. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND LANAIR GROUP, LLC This AGREEMENT is made and entered into this day of August, 2019, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and LANAIR GROUP, a California Limited Liability Company ("CONSULTANT"). The parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Seven Hundred and Fourteen Thousand, Five Hundred and Nine Dollars and Seventy Cents ($714,509.70) for hardware, support, tax, shipping and professional services as described in Exhibit A. A sum of One Hundred and Ninety, One Hundred and Forty -Five Dollars and Thirty Cents ($190,145.30) has also been approved for contingencies, so that the total amount of this Agreement may not exceed Nine Hundred and Four Thousand, Six Hundred and Fifty Five dollars ($904,655.00). CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibits "A & B," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. City of EI Segundo Professional Services (REV 2018.05) Page 1 of 12 Agreement No. 5731 Agreement No. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. CITY agrees to pay CONSULTANT pursuant to the proposed payment schedule detailed in Exhibit B. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice as identified within Exhibit B. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; Carefully considered how the services should be performed; and iiii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. The term of this Agreement will be for three years upon the execution of the contract, unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: City of EI Segundo Professional Services (REV 2018.05) Page 2 of 12 Agreement No. 5731 Agreement No. A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE, A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight (48) hours, in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit: A: Scope of Work, Budget, Payment Schedule 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. City of EI Segundo Professional Services (REV 2018.05) Page 3 of 12 Agreement No. 5731 Agreement No. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15.TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. City of EI Segundo Professional Services (REV 2018.05) Page 4 of 12 Agreement No. 5731 Agreement No. 17. INSPECTION AND WARRANTY. A. The hardware furnished pursuant to this Agreement must be exactly as specified in this Agreement, free from all defects in CONSULTANT's performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by CITY at all times and places. If, before final acceptance, any hardware is found to be incomplete, or not as specified, CITY may reject it, require CONSULTANT to correct it without charge, or require delivery of such hardware at a reduction in price that is equitable under the circumstances. If CONSULTANT is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate the order in whole or in part. CONSULTANT bears all risks as to rejected hardware and, in addition to any costs for which CONSULTANT may become liable to CITY under other provisions of this order, must reimburse CITY for all transportation costs, other related costs incurred, or payments to CONSULTANT in accordance with the terms of this Agreement. Notwithstanding CITY's acceptance of any hardware, CONSULTANT is liable for latent defects, fraud, or such gross mistakes as constitute fraud. B. CONSULTANT agrees that the purchase of hardware is covered by the most favorable commercial warranties the CONSULTANT gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the hardware by CITY. 18. INDEMNIFICATION. A. CONSULTANT agrees to the following: L Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. City of EI Segundo Professional Services (REV 2018.05) Page 5 of 12 Agreement No. 5731 Agreement No. ii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product. iii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. City of EI Segundo Professional Services (REV 2018.05) Page 6 of 12 Agreement No. 5731 Agreement No. MASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which it is performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: jyl)e of Insurance Commercial general liability Professional Liability (Inclusive of Technology Errors and Omissions Liability) Business automobile liability Workers compensation Limits $2,000,000 $5,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of City of EI Segundo Professional Services (REV 2018.05) Page 7 of 12 Agreement No. 5731 Agreement No. insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F, Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 155. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the City of EI Segundo Professional Services (REV 2018.05) Page 8 of 12 Agreement No. 5731 Agreement No. work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Lanair Group, LLC City of EI Segundo 330 N. Brand Blvd, 6th floor 350 Main Street Glendale, CA 91203 EI Segundo, CA Attention: Wayne Forester Attention: Charles Mallory Phone: (323) 785-2088 Phone: (310) 524-2392 Email: wforester@lanairgroup.com Email: cmallory@elsegundo.org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26.CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. City of EI Segundo Professional Services (REV 2018.05) Page 9 of 12 Agreement No. 5731 Agreement No. 30.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33.SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. 35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. City of EI Segundo Professional Services (REV 2018.05) Page 10 of 12 Agreement No. 5731 Agreement No. 39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] City of EI Segundo Professional Services (REV 2018.05) Page 11 of 12 Agreement No. 5731 Agreement No. IN WITNESS WHEREOF the parties hereto have ex cut( day and year first hereinabove written. Cl OF ELSE O L NAIR GROUP il/Scott Mitnick, Wayne Forester, City Manager Managing Partner ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: U3 r for Mark D. Hensley, City Attorney City of EI Segundo Professional Services (REV 2018.05) Page 12 of 12 this Agreement the LLC City of EI Segundo Nutanix Full Refresh - 3yr Option LANAIR Group, LLC - Los Angeles 330 N. Brand Blvd.Suite 600 Phone: 877 -LANAI R 1 (526-2471) Fax: 323-908-7266 City of EI Segundo Attn: Charles Mallory 350 Main Street EI Segundo, CA 90245 L Executive Summary GOALS 1. LANAIR will install a new Nutanix cluster to host the Clients server & VDI infrastructure at their HQ datacenter 2. LANAIR will use the current switching at the HQ datacenter for the new Nutanix cluster 3. LANAIR will install and configure VCenter to manage the ESXi environment 4. LANAIR will install and configure PRISM Central to manage the new Nutanix cluster 5. LANAIR will install and configure Nutanix Files on the new Nutanix cluster 6. LANAIR will migrate the Clients current file system to the new Nutanix File Server 7. LANAIR will migrate the clients existing server infrastructure to the new Nutanix cluster 8. LANAIR will upgrade the clients existing VDI infrastructure onto the new Nutanix cluster 9. LANAIR will upgrade the clients current Active Directory servers to Windows 2016 Server - BACKGROUND 1. The Client has existing switching for the new Nutanix clusters 2. The Client is currently running a VMware environment 3. The Client is currently running a VMware Horizon View VDI environment with Unidisk 4. The Clients current Domain Function Level is Windows 2008 R2 DESIGN NOTES 1. LANAIR will install, connect, and initialize a new Nutanix cluster 2. LANAIR will connect the new Nutanix cluster to the existing switching 3. LANAIR will upgrade the current VDI environment onto the new Nutanix cluster 4. LANAIR will migrate the current server infrastructure to the new Nutanix cluster 5. LANAIR will install and configure VCenter to manage the ESXi environment 6. LANAIR will install and configure PRISM Central to managing the new Nutanix cluster 7. LANAIR will install and configure Nutanix Files on the new Nutanix cluster 8. LANAIR will create new virtual Windows 2016 Standard servers as Active Directory Servers 9. LANAIR will configure Data Encryption within the new Nutanix cluster SITES 1. HQ - 350 Main Street EI Segundo, CA 90245 KEY DELIVERABLES 1. Onsite installation and configuration of the new Nutanix clusters at the HQ datacenter 2. Onsite installation of VMware on new Nutanix cluster at HQ site 3. Onsite installation and configuration of VCenter to manage the VMware environment 4. Onsite installation and configuration of PRISM Central for management of the new Nutanix cluster at the HQ datacenter 5. Onsite installation and configuration of Nutanix Files on the new Nutanix cluster at the HQ datacenter 6. Onsite validation of the new Nutanix cluster at the HQ datacenter 7. Remote upgrade of the current VDI environment and migrate onto the new Nutanix cluster at the HQ datacenter 8. Remote migration of the current server infrastructure to the new Nutanix cluster at the HQ datacenter 9. Remote migrate FISMO, DNS and DHCP roles to new virtual Windows 2016 Server Standard Active Directory servers 10. Remote cleanup of Active Directory 11. Remote install and configure Nutanix Data Encryption City of EI Segundo August 2019 L Executive Summary GOALS 1. LANAIR will install a new Nutanix cluster to host the Clients server & VDI infrastructure at their HQ datacenter 2. LANAIR will use the current switching at the HQ datacenter for the new Nutanix cluster 3. LANAIR will install and configure VCenter to manage the ESXi environment 4. LANAIR will install and configure PRISM Central to manage the new Nutanix cluster 5. LANAIR will install and configure Nutanix Files on the new Nutanix cluster 6. LANAIR will migrate the Clients current file system to the new Nutanix File Server 7. LANAIR will migrate the clients existing server infrastructure to the new Nutanix cluster 8. LANAIR will upgrade the clients existing VDI infrastructure onto the new Nutanix cluster 9. LANAIR will upgrade the clients current Active Directory servers to Windows 2016 Server - BACKGROUND 1. The Client has existing switching for the new Nutanix clusters 2. The Client is currently running a VMware environment 3. The Client is currently running a VMware Horizon View VDI environment with Unidisk 4. The Clients current Domain Function Level is Windows 2008 R2 DESIGN NOTES 1. LANAIR will install, connect, and initialize a new Nutanix cluster 2. LANAIR will connect the new Nutanix cluster to the existing switching 3. LANAIR will upgrade the current VDI environment onto the new Nutanix cluster 4. LANAIR will migrate the current server infrastructure to the new Nutanix cluster 5. LANAIR will install and configure VCenter to manage the ESXi environment 6. LANAIR will install and configure PRISM Central to managing the new Nutanix cluster 7. LANAIR will install and configure Nutanix Files on the new Nutanix cluster 8. LANAIR will create new virtual Windows 2016 Standard servers as Active Directory Servers 9. LANAIR will configure Data Encryption within the new Nutanix cluster SITES 1. HQ - 350 Main Street EI Segundo, CA 90245 KEY DELIVERABLES 1. Onsite installation and configuration of the new Nutanix clusters at the HQ datacenter 2. Onsite installation of VMware on new Nutanix cluster at HQ site 3. Onsite installation and configuration of VCenter to manage the VMware environment 4. Onsite installation and configuration of PRISM Central for management of the new Nutanix cluster at the HQ datacenter 5. Onsite installation and configuration of Nutanix Files on the new Nutanix cluster at the HQ datacenter 6. Onsite validation of the new Nutanix cluster at the HQ datacenter 7. Remote upgrade of the current VDI environment and migrate onto the new Nutanix cluster at the HQ datacenter 8. Remote migration of the current server infrastructure to the new Nutanix cluster at the HQ datacenter 9. Remote migrate FISMO, DNS and DHCP roles to new virtual Windows 2016 Server Standard Active Directory servers 10. Remote cleanup of Active Directory 11. Remote install and configure Nutanix Data Encryption City of EI Segundo August 2019 12. Remote provide up to 8 hours of As -Built Review on the installed systems 13. Provide the Client with Project Closeout documentation .- Nutanix Full Refresh - 3yr Option August Nutanix Hardware, Software, Support Price Qty Ext, Price Nutanix NX -8235 -G6 -CTO Block $38,175.70 7 $267,229.90 NX -8035-G6 Series tit Nodes oer 1 Block) • 2x Intel Xeon 6148 Processor • 4x 8TB 3.5" HDD • 2x 3.84TB 3.5" SSD • 24x 32GB DDR4 RAM Nutanix 3yr PRD System Support for NX8035-G6 Nutanix NX -3155G -G6 -CTO Block NX -3055G -G6 Series (1 Nodes oer 1 Block) • 2x Intel Xeon 6148 Processor • 4x 8TB 3.5" HDD • 2x 3.84TB 3.5" SSD • 24x 32GB DDR4 RAM • 2x NVIDIA P40 GPU Cards Nutanix 3yr PRD System Support for NX3155G-G6 Nutanix Files Analytics entitlement License Add On For Nutanix Files, File Analytics entitlement & Production 24/7 System support bundle for 3YR License Add On For Nutanix Files Analytics entitlement License Add On For Nutanix Files, File Analytics entitlement & Production 24/7 System support bundle for Analyzing 1TiB of data stored on Nutanix Files for 3YR Nutanix Files 1TB Entitlement 3 Years Support Scale -out File Server License, FILES entitlement & Production 24/7 System support bundle License, Nutanix Files Entitlement License, Nutanix Files, Entitlement & Production 24/7 System Support Bundle for 1TiB of File Data stores by clients for 3YR Nutanix $4,342.60 14 $60,796.40 $84,213.69 2 $168,427.38 $4,558.66 2 $9,117.32 $0.00 1 ( $0.00 $0.00 10 $0.00 �I $0.00 1 $0.00 $0.00 10 $0.00 Subtotal; $505,571.00 PriceEducation Qty Ext, Price Nutanix Nutanix Enterprise Cloud Administration Class $3,148.15 3 $9,444.45 Enterprise Cloud Administration u Enterprise Cloud Platform Administration 5.0 Customer Course: (Standalone Curriculum) DELIVERY: Instructor -led, 4 Day FORT Subtotal City of EI Segundo $9,444.45 Professional Services City of EI Segundo August 2019 $149,000.001 1 W $149,000.00 II Subtotal: $149,000.00 August 2019 L Statement of Work PROJECT ADMINISTRATION 1. LANAIR will assign a technical lead to the project 2. LANAIR will coordinate and conduct a Project Discovery Meeting with the assigned technical lead to review the project in detail, discuss the existing environment, gather information for Design, and discuss the initial deployment timeline 3. LANAIR will conduct weekly project status calls throughout the Delivery Phases of the project and a weekly technical review call during critical phases of the project 4. CLIENT will assign a business and a technical sponsor for the project 5. CLIENT agrees to grant LANAIR remote access to the environment for the purpose of remote configuration during business hours utilizing the LANAIR secure CPS agent on an existing CLIENT server PRE -INSTALLATION 1. Prior to the installation of equipment, LANAIR will conduct a health and performance check on the existing systems as needed. Remediation of issues on existing system as a result of the health and performance checks is outside of this project scope of work 2. LANAIR will conduct a Pre -Installation Readiness Meeting to verify environment readiness prior to any onsite or remote work 3. The CLIENT will confirm rack space, outlets, oower. cooling.. cabling, and staff availability orior to anV onsite Installation of equipment 4. The CLIENT will confirm available oorts and configurations are in place on existing network to suppoa the connections from the equipment 5. The CLIENT will orovide the required licensing and ISO's for the software that will be installed with the eauipment ONSITE INSTALLATION NUTANIX INSTALLATION NUTANIX EQUIPMENT INSTALLATION 1. Unbox and mount Nutanix equipment in rack 2. Connect Node DATA ports to top of rack switches with CLIENT provided cabling 3. Connect Node MGMT port to top of rack switches with CLIENT provided cabling 4. Connect power connections to CLIENT power distribution units 5. Power on installed Nodes 6. Install Nutanix Controller VM's on Nodes NUTANIX CLUSTER CONFIGURATION 1. Connect to CLIENT LAN and detect Nutanix Nodes 2. Configure Network Settings and Hostnames from Pre -Script 3. Upload Acropolis Operating System (AOS) 4. Install Client provided Hypervisor OS on Nodes and apply patches 5. Apply Client provided hypervisor license keys 6. Create Nutanix cluster, configure vSwitches, and VLAN port groups 7. Apply administrative configuration (DNS, NTP, Syslog, AD, SNMP, SMTP) 8. Configure storage containers per Design Notes 9. Configure protection domains per Design Notes 10. Install and Configure Hypervisor Manager per Design Notes 11. Install and configure Data Encryption per Design notes NUTANIX SYSTEM VALIDATION 1. Execute Nutanix Cluster Check 2. Execute Nutanix Diagnostic Test 3. Verify Nutanix alerts received by Client 4. Verify Nutanix Pulse (call home) NUTANIX SYSTEM AS -BUILT REVIEW 1. Review installed Hypervisor Manager access, settings, and management 2. Review virtual machine creation process 3. Review storage settings and management 4. Review network settings and management REMOTE INSTALLATION VIRTUAL TO VIRTUAL SERVER MIGRATION 1. LANAIR will migrate virtual servers from the same to same platform per Key Deliverables 2. LANAIR will migrate the virtual servers during business hours with CPU compatibility enabled on the new cluster or after-hours by shutting down virtual servers by no later than 6PM Mon - Thurs 3. LANAIR will reboot virtual servers 1 week orior to the scheduled V2V start ACTIVE DIRECTORY: MICROSOFT AD UPGRADE (MULTIPLE SERVERS) 1. LANAIR will update the existing systems if required to support the new Active Directory servers 2. LANAIR will install and configure new virtual servers in the new hypervisor environment as Microsoft 2016 Active Directory servers in the existing domain and forest 3. LANAIR will configure the DNS role on the new AD servers 4. LANAIR will configure the DNS role to forward non -authoritative DNS requests to ISP caching DNS servers 5. LANAIR will install the DHCP Server role on two new AD servers 6. CLIENT will configure the existing network systems to forward (relay) DHCP requests to the new DHCP server: 7. LANAIR will configure DHCP Failover between the two new AD servers 8. LANAIR will migrate the DHCP scopes from the current Windows DHCP server to the new DHCP failover pair 9. LANAIR will configure up to 10 new DHCP scopes on the new AD servers 10. LANAIR will configure the DHCP scope options to support the current systems 11. LANAIR will configure the DHCP server to be both AD and DNS integrated 12. LANAIR will install and configure Certificate Authority role 13. LANAIR will configure the new AD servers to utilize the IP addresses of the existing (old) AD servers if required 14. LANAIR will uninstall AD from the existing AD servers 15. LANAIR will raise the domain and forest functional level 16. LANAIR will remove the Active Directory Services and demote the existing Domain Controllers to Member servers 17. LANAIR will migrate remainino services. data, and aoolications from the demoted AD servers and decommission the leoacv servers NUTANIX FILE SERVER 1. LANAIR will install and configure 3 new Nutanix File Server clusters on the new Nutanix environment o VDI o PD o CH . LANAIR will customize the Nutanix Fide Server Der soecilwcations orovided by Client . LANAIR will migrate the existino files and folders to the new Nutanix File Server . LANAIR will configure Nutanix File Server settings to match existing DNS and User settings City of EI Segundo 11 VDI Migration 1. LANAIR will create the Windows based virtual machines for the VDI components 2. LANAIR will install SQL for the new VDI environment databases 3. LANAIR will install a KMS Server forthe new VDI environment Microsoft licensing 4. LANAIR will install and configure 1 Windows based virtual machine or a virtual appliance for hypervisor management 5. LANAIR will install the Horizon View Composer component 6. LANAIR will install and configure new Horizon View Connection and Unified Access Gateway servers per design notes 7. LANAIR will create new Master Images forthe new Citrix App Layering system 8. LANAIR will install up to 50 applications onto the Master Image 9. LANAIR will setup and configure Thinprint, if applicable 10. LANAIR will create desktop pools per design notes 11. LANAIR will create non-persistent and persistent desktops per design notes 12. LANAIR will install and configure a new file server for redirected user profile data including Documents and Desktop 13. LANAIR will install and configure the profile management system for VDI 14. LANAIR will publish all the desktops from each pool for testing 15. LANAIR will install additional user aor lications and migrate users to the new VDI system 16. CLIENT will be responsible for supporting any end user support/devices not specified in the scope of work 17. CLIENT will be responsible for supporting any other systems/application not specified in the scope of work 18. CLIENT will provide the necessary ISO(s) for each VDI component 19. CLIENT will provide the necessary VDI and Microsoft KMS licenses 20. CLIENT will provide the necessary certificates to support the VDI installation Nutanix Files Migration 1. LANAIR will migrate the existing files and folders to the new Nutanix Files server 2. LANAIR, though new VDI machines, will migrate end users to the new server PROJECT CLOSEOUT CLOSEOUT 1. LANAIR will provide the CUSTOMER with systems orientation on the installed systems. LANAIR also recommends formal training on the installed systems separate from this scope of work 2. LANAIR will provide the CUSTOMER with a closeout package to include Project Closeout and Completed Project Deliverables forms to be signed by CUSTOMER 3. LANAIR will provide the CUSTOMER with access to the installed systems after approval of all Project Closeout documentation CUSTOMER RESPONSIBILITIES The CLIENT will complete any recommendations from health checks or post project observations reports The CLIENT will deploy new backup solution agents to remaining servers needing protection The CLIENT will complete new backup solution replication to the DR site The CLIENT will configure the SRM fail -over protection profiles and recovery plans for the new and existing virtual servers. The CLIENT will be responsible for configuring system maintenance to include monitoring systems, updates, anti-virus, security policies, backups, etc The CLIENT will obtain any necessary training from relevant vendors to ensure the ability to manage installed systems � • 11 Nutanix Full Refresh - 3yr Option August L Out of Scope Items The below items are excluded from this project scope of work unless otherwise stated in the above "IN SCOPE ITEMS" section: 1. Any services, tasks or activities other than those specifically noted in this SOW. 2. Any LANAIR training or certification services not specifically described in this SOW. 3. Troubleshooting or remediation of any issues with existing systems or hardware 4. Network troubleshooting or tools -based remediation. The existing networking infrastructure and its supporting servic are considered "healthy" for the duration of the delivery of the Services. 5. Identification of applications compatible with virtualization and analysis of interdependencies other than what is outlined in the scope of work. 6. Software licensing not identified in the professional services or hardware quotes. 7. The project will involve As -Built Review, Proof of Concept, and Product Orientation on the newly configured system: CLIENTswithout previous experience in the technology should not expect to become proficient as a result of the Product Orientation. Proficiency can only be achieved through formal training and experience. 8. Performance and Regression testing of existing network infrastructure. 9. Regression testing of new infrastructure. 10. Testing or validating performance for remote site user workloads. 11. Configuration of Microsoft License Infrastructure 12. Performance and Scalability validation of existing server and network infrastructure. 13. Physical to virtual (P2V) conversions of existing environment unless stated in the Systems Configuration sections. 14. Application support including installation, de -installation, troubleshooting, and compatibility validation not detailed in the Systems Configuration sections. 15. Consultation for configurations outside of the Key Deliverables section of this scope of work 16. LANAIR will assist client's Helpdesk Services in supporting workstations and end point devices. 17. Support for ISP related issues 18. CLIENT is responsible for all configurations on existing switches, firewall and networking equipment to support the installation of the new equipment unless otherwise stated in the above Systems Configurations sections 19. CLIENT will be responsible for site readiness including server room, racks, power, and cooling for the new systems SPECIAL NOTES 1. Prior to the start of this scope of work, CLIENT will indicate to LANAIR in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact. Failure to do so might result in an increase in project hours and/or length in schedule. 2. The CLIENT will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. 3. The CLIENT will ensure the LANAIR services personnel have reasonable access to the installation site, a safe working environment, an adequate working space, and parking as required. 4. CLIENT is responsible for providing the necessary hardware, software, internet access, and facilities for the successful completion of the Services. Facilities and power must meet LANAIR's requirements for the products and Services purchased. 5. During the term of this SOW, CLIENT is responsible for promptly notifying LANAIR in writing of any changes CLIEN makes to its information technology environment that may impact LANAIR's delivery of the Services 6. CLIENT will maintain a backup of all data and programs on affected systems prior to LANAIR performing the Servic and during the term of the SOW. 7. CLIENT will provide Domain Administrator access to the network and servers utilized in these Services. 8. CLIENT is responsible for troubleshooting, resolving, and servicing of issues with existing hardware including warranty support 9. CLIENT will ensure deployment of connected and dependent systems prior to the start of the project 10. CLIENT will assign a Business sponsor to the project 11. CLIENT will ensure staff availability throughout the project schedule 12. CLIENT will grant LANAIR remote access to the network through the installation of LANAIR's CPS agent 13. CLIENT will be responsible for disposing of any decommissioned equipment City of EI Segundo Nutanix Full Refresh - 3yr Option Prepared by: LANAIR Group, LLC Cadogan Price 877-LANAIR1 (526-2471) Fax 323-908-7266 cprice@lanairgroup.com Quote Summary Prepared for: City of EI Segundo 350 Main Street EI Segundo, CA 90245 Charles Mallory (310) 524-2300 cmallory@elsegundo.org Apreement No. 5731 August 2019 Quote Information: Quote #: 021273 Version: 5 Delivery Date: 08/02/2019 Expiration Date: 08/30/2019 Description Nutanix Hardware, Software, Support $505,571.00 Education $9,444.45 LANAIR Professional Services $149,000.00 Subtotal: $664,015.45 Shipping: $2,475.00 Tax: $41,387.441 Total: $707,877.89 Thank you for the opportunity to provide your organization with an Estimate from LANAIR Group, LLC. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Terms and Conditions are as follows: 1. The balance due for Hardware, Software, and Licensing, including any applicable sales tax, is due upon delivery. 2. The balance due for LANAIR Professional Services is due as follows: a. Project Initiation/Admin: 5% b. Pre-Installation/Discovery Phase: 5% c. Design Phase: 10% d. Installation/ Implementation Phase: 60% e. Testing & Documentation Phase: 10% f. Project Closeout Phase: 10% 3. LANAIR Group, LLC, reserves the right to require a 100% of the Estimate to undertake the project, depending on the Customer's Credit Status. 4. Your signature below signifies acceptance to the above Terms and Conditions City of EI Segundo Signature: Name: Charles Mallory Date: Agreement No. 5731 Agreement No. ADDENDUM TO THE PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND LANAIR GROUP, LLC EXHIBIT "B" PAYMENT SCHEDULE. CITY to pay CONSULTANT specified as follows: 1. HARDWARE/SOFTWARE/LICENSING/SUPPORT (Inclusive of Applicable Taxes) Balance due for Hardware, Software, Licensing, and Support, including applicable sales tax, is due upon delivery. 2. PROFESSIONAL SERVICES Based on the completion of the following identified Phases (see Statement of Work): PHASE AMOUNT 1. Project Initiation/Admin: 5% of Professional Services $7,450 Deliverables • Client Commitment • Mobilization 2. Pre-Installation/Discovery Phase: 5% of Professional Services $7,450 Deliverables • Detailed Discovery • Health and Performance Check on Existing Systems 3. Design Phase: 10% of Professional Service $14,900 Deliverables • Project Design • Project Plan - Detailed • Work Plan — Detailed • Design Review Meetings 4. Installation/implementation Phase: 60% of Professional Services $89,400 Deliverables • Onsite Installation o Onsite Cluster Configuration o Nutanix System Validation o Nutanix System As -Built Review o Requisite Meetings • Remote Installation o Virtual to Virtual Server Migration o Active Directory — Microsoft AD Upgrade • Multiple Servers o Nutanix File Server o VDI Integration o Nutanix Files Migration Agreement No. 5731 Agreement No. o Requisite Meetings S. Testing & Documentation Phase: 10% of Professional Services $14,900 Deliverables • Production Environment Delivered • Systems Orientation • Requisite Documentation 6. Project Closeout Phase: 10% of Professional Services Deliverables • CITY Acceptance $14,900