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HomeMy WebLinkAboutGTel Networks, Inc -PRELIMINARYRESOLUTION 2009-904 ADOPTED DOC ID: 5422 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-904 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 17, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Statement of Work Agreement between the Town of Southold and GTel Networks~ Inc. in connection with the migration and implementation of the Town's Lightpath network upgrade proiect, subject to the approval of the Town Attorney. Elizabeth A. Neville Southoid Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Thomas H. Wickham, Councilman AYES: Ruland, Orlando, Kmpski Jr., Wickham, Evans, Russell ORIGINAL ~ N~, WORKS, INC. "A Very DifferettI IT Firm" ¢ONTINU|TY Statement of Work (SOW) CLIENT: Town of Southold Lloyd Reisenberg Director of IT 53095 Main Rd. Southold, NY 11971 SERVICE PROVIDER: OTel Networks, Inc. (OTel) Gregory R. Tellone President 1000 Woodbury Road Woodbury, New York 11797 Engagement Contacts Lloyd Reisenberg Director of Information Technology (631) 765-1891 x4 Michelle Grant Project Manager 516.942.0017 Engagement Information SOW Number: 1314-01-00 lA Primary Site: Southold - 7 locations SOW Name: Southold Network Design and Implementation Background Town of Southold has retained Lightpath to replace the current Verizon Wide Area Network {WAN) and Internet connectivity with the Optimum Lightpath WAN solution and Internet connectivity. Southold has retained GTel Networks to plan the migration as well as implement and manage the Cisco routers and firewadls which will be used to facilitate the interoffice data communications over the WAN for three locations. In addition, Southold has retained Cablevieion for the Optimum Online Boost with Static IP addresses for four of the smaller locations. Description of Work Requested Phase 1 - Design and migration planning of existing network at 7 locations to new Cisco and Lightpath network. Overview of Project Plan: · Develop working plan, delivery method, milestones and timeline Change Order Process If it becomes necessary to amend this Statement of Work for any reason, a Change Order Form will be prepared by the GTel Networks Project Manager and submitted to the Customer's Project Manager. The Customer's Project Manager will obtain the necessary approvals, signatures and, if required, a purchase order for the additional expected costs. The Customer's Project Manager will retum the signed form to the GTel Networks Project Manager who will countersign the form, distribute it to the appropriate parties. Whenever there is a conflict between the terms of a fully executed Change Order Form and those in this SOW, or a previous fully executed Change Order Form, the terms of the most recent fully executed Change Order Form shall prevail. Approach During the course of this effort, GTel Networks will apply its proprietary methodology to leverage its knowledge gained in s/miler engagements. GTel Networks and the Customer will establish a mutually agreeable working schedule and delivery plan as the first phase of this engagement. Copyright/}2009, GTel Networks, Inc. Al1 rights reserved. OTel and the OTel logo are trademarks of OTel Networks, Inc. Any copying, distribution, or use of any of the information contained within this document in any way or form outside of Customer is not permitted without the written consent of GTel Networks, Inc. SOW #14134)1 ~)01A- Town of Southold Network Design and Implementation Page 2 Deliverables 1) An operational Wide Area Network as per the documentation created during the design phase 2) The ability for Southold to decornrnission the Verizon network 3) As-built network Visio diagrams for the WAN Completion Criteria This engagement will be deemed completed when the following items have been accomplished: · All conditions set forth in the section above named, "Description of Work Requested~, are met. · All deliverables have been produced and accepted. · GTel Networks and Customer agree to a "punch-list' of minor issues that don't materially affect the usability of the systems or deliverables. Risks GTel has identified the following potential risks in being able to complete this engagement as defined in the deliverables, completion criteria and success criteria sections: · Third party vendor(s) being unable to remedy network, hardware and software that fail to perform to specifications in the tirneframes required to meet the engagement schedule. This note is not of particular concern, since Customer has chosen to use GTel supplied Cisco hardware and Lightpath, a GTel recommended network carrier. Assumptions The assumptions below were used by GTel to scope the roles required, the number of individuals in those roles, skill sets, skill levels and duration of this engagement. ,If during the course of performing this engagement any of these assumptions prove invalid, then both parties agree to execute a change order to revise the scope of this engagement. · The Kickoff meeting will mark the official start of this engagement. · Any delays with WAN circuit availability may affect the project schedule but will not require a change in scope as GTel will work this project through to completion at the f~xed price quotes, regardless of any carrier issues that may arise. · All communications facilities (e.g. WAN circuits, LAN cabling) between locations, or in each site, that are necessary for this engagement are either currently available or will be installed by Lightpath within the agreed upon schedule for this engagement. · GTel will not provide, test or be responsible for interoperability between or to systems not identified in this SOW until a Change Order is executed. · An environmentally controlled area (Data Center) will be provided for all circuit demarcations and hardware. · GTel will be supplied with conventions for device naming, addressing, and labeling or industry standard %est practices' will be utilized. · Customer will appoint a Single-Point-of-Contact (SPOC) for providing detailed information about users and all policies regarding computer features and data access privileges. · All items listed in the Client Responsibility section of the SOW are met, delivered, or provided (as appropriate) in a timely manner. Initiation of Work This engagement is scheduled to begin approximately 60 days after the orders are placed with Lightpath. In order for GTel to provide the appropriate resource(s) on this date, we will require receipt of the signed SOW, down payment and any other documents (c.g., purchase order or master contract) required by GTel Networks policy, at least 2 weeks prior to the initiation of work. Duration This Statement of Work ("SOW~) shall bc in effect until the completion of thc work as outlined above. Based on the information provided to GTel and on our professional experience, we present the above body of work as a fixed price proposal. The project schedule has been detailed and the project duration is 8 weeks from start date. Any changes in scope that may affect the project schedule or SOW #1413-01-001A - Town of Southold Network Design and implementation Page 3 reflects a change in scope must go through the change process and appropriate paperwork must be completed. Charges & Expenses This engagement is a fixed price offering with a cost of $12,500 which includes all work specified within this SOW. This price is for consulting services and does not include any hardware or software. Any changes in scope will be dealt with on a Time and Materials basis at a rate of $175/hour or a separate Fixed Price Agreement will be provided. These change orders will require customer signature as described in the change process. Invoicing & Payment GTel will invoice and Customer agrees to pay 50% of the total consulting fee and 100% of the total hardware and software fees upon signing of this agreement and before implementation is scheduled. The remaining balance for consulting will be invoiced upon material completion of this Project as described in this SOW. Customer is responsible for all applicable sales taxes. Milestones Listed below are the preliminary milestones of this project. The final mfiestones will be determined jointly by Town of Southold and OTel at the Kickoff meeting. · Site visits, information gathering - 1 week Design hardware/software migration process - 2 weeks · Finalize hardware procurement methods/procedures/payments - I day · Develop project timeline for migration based upon procurement process - 1 week · Begin router/firewall installations at 7 locations - 2 weeks · Test new router/firewail instailations at 7 locations - 2 weeks · Complete migration to new hardware/software - 1 week · Finalize and prepare deliverables, perform final training and knowledge transfer, project sign-off, customer satisfaction survey - i week · Continued phone and online support/training - see Managed Services Agreement The parties further agree that any substantive decisions reached during the aforementioned meetings and/or final milestones should be incorporated and be made part of this agreement, unless such decisions require additional work outside the scope of this agreement, at which point, a Change Order will be required. Failure to Perform GTel Networks warrants that proposed Services shall be performed in a timely manner and in accordance with all milestones and deadlines, and independent of its relationship with Optimum Lightpath, as set forth in the Statement of Work. GTel Networks shall promptly remedy or re-perform at no charge to Customer any Services that fail to satisfy the foregoing Warranty in a manner that does satisfy such Warranty. Either party may terminate the agreement in writing if the other party breaches a material provision of the agreement and fails to cure the breach within 60 days.. In the event Optimum Lightpath is unable to complete their implementation, GTel will issue a Change Order and recommend alternate fiber providers in the area for Town of Southold to interview for services. GTel shall be liable for the gross negligence of its employees or sub-contractors and shall indemnify the Town as to same. · Optimum Online installed and internet is accessible at 4 locations - $2,000.00 · VPN is live and functional for IT department for all 7 locations $7,000.00 SOW #1413-01-001A- Town of Southold Network Design and Implementation Page 4 · Replace Verizon infrastructure so that ail below is functioning correctly on the Lightpath network: $2,500.00 · Inbound/outbound email · Shared "S' drive is accessible to ail 7 locations · ACS financial system is accessible to ail 7 locations · Internet is accessible at all 7 locations · Update DNS · PD wireless and Field Reporting application are operationai on two laptops (NOTE: Town of Southold IT staff will perform the migration for remaining laptops) $1,000.00 Forc~ M~jeuffi GTel Networks will not be liable for failure to deliver or delay in delivering or performing services provided hereunder that are the result of causes beyond its reasonable control. Customer will be notified in writing of such a force majeure and will have the option either to extend the term of this Agreement for the period of the event at no additionai charge for such extension or to have fees charged for the period of the event suspended (unless such event results from an act or omission of Customer, in which case such remedies shall not apply). Limitation of Uabilities and Remedies For any claim concerning thc performance or nonperformance by GTel Networks pursuant to, or in any other way related to the subject matter of this Agreement, Customer shail be entitled to recover actual damages to the limit set forth herein. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, GTEL NETWORK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRIgSS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. The liability of GTEL NETWORKS for damages (regardless of the form of action, whether in contract or in tort) shall in no event exceed the amount paid by Customer to GTel Networks during the preceding thirty (30) days. GTel Networks will not be liable to Customer, or to any other person, for any claim or damage arising, directly or indirectly, from the furnishing of services or equipment pursuant to this Agreement or from interruption or loss of use thereof, or from any other cause whatsoever except for loss or damage resulting from the grossly negligent or intentionai conduct of GTel Networks, its employees or agents (but in such event only to the extent provided in this paragraph). IN NO EVENT WILL GTEL NETWORKS BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF GTEL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PARTY. Indemnification Customer shall indemnify and save harmless GTel Networks, its parent, subsidiaries and affiliates, and the respective directors, officers, employees and agents of any of them, and other customers from any and all claims, liabilities, demands, losses, damages, and causes of action relating to personai injury, death, or property damage, including all expenses arising out of the intentionai or negligent acts or omissions of Customer in the performance or nonperformance by Customer of this Agreement. Confidentiality Any proprietary information relating to the business operations of either party, or their respective parent or affiliated companies, obtained by the other party as a result of the performance hereunder, including but not limited to, GTel Networks' physicai security system and access control system, the identity of the other party's or its affiliates' Customers and suppliers, business processes and techniques, pricing and guidelines, research and development, shail be deemed confidentiai and shall not be disclosed by either party to any third party without prior written consent. These provisions may be enforced by injunction without the necessity of proving actuai damages or posting a bond. Gene~l SOW #1413-01-001A- Town of Southold Network Design and Implementation Page 5 A. No waiver by either party of any breach or default of any provision herein contained shall be construed as a waiver of any subsequent breach of the same or any other provision. B. This Agreement and the Schedules and other documents referred to herein constitute the entire Agreement of the parties with respect to the subject matter hereof, and supersede all prior proposals, oral and written, ail previous negotiations and ail other communications or understandings between GTel Networks and Customer, and may not be amended except by a written amendment executed by an authorized representative of the party being bound thereby. No waiver or modification of any of the provisions hereof shall be binding upon either party unless signed in writing by a duly authorized representative of each party. This Agreement may not be assigned by Customer without OTel Networks' prior written consent. The services provided under this Agreement are for the sole benefit and use of Customer, and shall not be made available to any other persons. C. The relationship between GTel Networks and Customer hereunder is that of independent contractors, and nothing set forth herein shall be construed as constituting a partnership, joint venture or agency between OTel Networks and Customer. D. Any notice or other communication, except declaration of a disaster, to either party by the other hereunder shall be given in writing and deemed effective if mailed registered or certified postage prepaid by regular mail or airmail to the address for such party as set forth above or at such changed address as may be subsequently delivered by written notice from such party to the other party. All Schedules, attachments and/or Addenda are incorporated into this Agreement and made a part hereof. In the event of conflict between this Agreement and its Schedules, Attachments, and/or Addenda, the Schedules, Attachments and/or Addenda shall prevail. A photographic copy of this Agreement shall be as valid as the original. E. This Agreement will be construed in accordance with the laws of the State of New York. F. Customer agrees that any software provided by GTel Networks for use in connection with the Service is and will be proprietary to GTel Networks (or third parties with whom GTel Networks has appropriate license or other usage agreements). Customer will not be entitled to make any copies of any such software and the rights of Customer to the use thereof will be strictly limited to the use of the system in accordance with the terms of this Agreement. Customer Responsibilities Customer agrees to provide timely access to ail personnel, resources (including all necessary hardware, software, network access, work space and telephone access) and requested information that is deemed necessary b~; GTel to ensure that GTel can fulfill its commitments stated herein. When possible, GTel will make reasonable efforts to provide ample lead-time to Customer. Typicaily, this notification will occur at the weekly status meetings. However, it may be necessary from fane to time to need a faster response level. In these cases Customer agrees to respond within 1 day. Customer also specifically agrees to: · Customer will assign a 8POC to represent its needs. The SPOC will have decision-making authority for most matters that may arise. · All issues regarding security, ID cards, etc. are to be resolved on or before the 1st day of engagement. GTel's consultants will have access to systems, hardware, computer rooms, wiring closets, etc. that are necessary to accomplish their deliverables of this engagement. · Customer's SPOC will facilitate the scheduling of interviews and information gathering sessions anywhere within the Customer organization unless other arrangements are agreed upon by both SPOCs. · Customer agrees to assign the appropriate personnel to the GTel / Customer project team to meet project requirements and schedule. · Customer will provide appropriate personnel to assist in identifying users of systems and contact information. · Customer shall provide timely access to staff and personnel to answer questions regarding business or network information. SOW #1413-01-001A-Town of Southold Network Design and Implementation Page 6 · Customer personnel (network, application and users) will be available for testing at appropriate points in this engagement. · The Customer SPOC will identify and coordinate with the appropriate individuals within Customer to review draft deliverables. These reviews must be within the agreed upon timeframe in order to maintain the engagement schedule. · Customer will inform GTel of any developments in other projects that might impact this engagement. · Customer will prox;ide GTel with any relevant internal or external Service Level Agreements (Si,As) at the Kickoff meeting. · Customer will complete all preliminary surveys requested by GTel prior to the start of this engagement and deliver them to GTel at the Kickoff meeting. · Customer will provide GTeI with all relevant documentation and information as it pertains to the business requirements and current network infrastructure at the Kickoff meeting. · Customer will notify of and make available to GTe1 all relevant and previously developed information and documentation. · All necessary network access (log, ins, passwords, etc.) will be made available to OTel at the onset of the engagement. · GTel's consultants will be given necessary physical and/or system access required to complete the deliverables. · Customer has, or for new software will purchase, a software support agreement for ail software products used in the implementation. GTel will be allowed to use these support agreements if problems arise in the testing or implementation process. GTel's use of these agreements will be limited to issues directly related to the deliverables of this engagement. · Customer will provide all information identified throughout this SOW on time. To the best of its ability, all information will be complete and accurate. · GTel will be provided with Customer's current test scripts, integration checklists and acceptance criteria as per the engagement schedule. · Customer is responsible for the costs and Labor related to shipment of all hardware between sites. · Customer agrees to complete a Client Igxcelience quality survey, similar to the one attached to this SOW, at the completion of this engagement. Communications Plan Kickoff Meeting · All key individuals that are referenced by title only in this SOW will be identified to the other party. This includes both parties SPOCs, Engagement and Project Managers and lead consultants. · This SOW will be reviewed and any questions or issues will either be resolved at the meeting or will be documented and the results communicated in writing as soon as practical. · All key stakeholders within Customer will be identified and their email and phone numbers provided for future reference. Ideally, most if not all of these stakeholders will be in attendance for the kickoff meeting. · All individuals that are to receive the weekly status reports will be identified. · The GTel Engagement Manager will document the discussions and forward the minutes to the Customer SPOC (and other Customer personnel as appropriate) and pLace a copy in the Project Notebook. Status Reports and Meetings A status report will be provided weekly and reviewed in the status review meeting, either in person or via conference call. · The initial expectation is that the status meeting will be held weekly although the timing may be adjusted based on the needs of the engagement. · At a minimum the Customer and GTel SPOCs will be in attendance. Additional parties will be invited based on the needs of the engagement. SOW #1413-01-00lA - Town of Southold Network Design and Implementation Page 7 · GTel will provide an update as to the overall status of the engagement and plans for the coming week that will involve Customer personnel or resources. · Discussion and ideally resolution of any non-critical issues that are occurring. · Review of any issues that have been escalated. · Notification to the other party of any planned absences of key personnel. · Review of the Project Notebook. · GTel will document the discussions and forward the minutes to the Customer SPOC (and other Customer personnel as appropriate} and place a copy in the Project Notebook. Project Notebook A Project Notebook will be maintained throughout this engagement and will be available for review by named individuals of Customer. The Project Notebook will contain: a signed copy of this SOW and all Change Orders; all status reports; research; deliverables; and engagement documentation. The Project Notebook will be reviewed periodically at Status Meetings and delivered to the Customer SPOC at the conclusion of this engagement. Terms & Conditions GTel warrants that the services will be provided in a professional and workmanlike manner. The services will be deemed accepted unless Customer notifies GTel in writing within five (5) days after completion of the services that the services did not conform to this warranty. GTel makes no other warranties expressed or implied, including but not limited to, the warranties of merchantability and fitness for a particular purpose. OTel's liability under this SOW shall be limited to fees paid to GTel for services hereunder. GTel shall not be liable for any special, consequential, incidental, exemplary or punitive damages, including without limitation, damages for loss of business profits and/or business interruption. GTel shall have the right to use Residuals for any internal purpose, both during and after this SOW. For this purpose, "Residuals" means information or materials developed by GTel in connection with this SOW, together with any ideas, information and understandings retained in the memory of GTel's employees as a result of this SOW. During the term of this SOW and for 12 months thereafter neither party will solicit for employment any employee or contractor of the other who was directly or indirectly involved in the services performed under this SOW. A general advertisement or a request for employment initiated exclusively by the employee is not considered a solicitation. Should Customer decide to hire a GTel employee or consultant, Customer agrees to pay OTel a finders fee of 30% of the employee's/consultant's annual salary. This SOW constitutes an offer by GTel to perform the services described herein. This offer expires 15 days from October 15th, 2009, unless executed by both parties. SOW #1413-01-001A-Town of Southold Network Design and Implementation Page 8 Sign2~/ur~- Name Printed Title Date ACCEPTA~,~ SIGNATURE ~i/~~a llre 1 ~,~e~ 1 , Title Date