HomeMy WebLinkAboutC09-011 Lewan & AssociatesMASTER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and
LEWAN & ASSOCIATES
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~ 's Master Consulting Agreement ("Agreement") dated as of this . day of
~' '"~~ t'` - , 200f~;~is between the County of Eagle, State of Colorado, a body corporate and
politic, by and through its Board of County Commissioners ("County"), and Lewan & Associates,
with a mailing address of 1400 South Colorado Blvd, Denver, CO 80222 ("Consultant").
~I WHEREAS, the County is in need of a company to provide the services outlined in
Section 1.1 hereunder; and
WHEREAS, Consultant has represented that it has the experience and knowledge in the
subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Consultant to perform the tasks associated with such
services outlined in Section 1.1 hereunder; and
`VI~REAS, County and Consultant intend by this Agreement to set forth the scope of
the responsibilities ofthe Consultant in connection with the services and related terms and
conditions to govern the relationship between Consultant and County in connection with the
services.
Agreement
Therefore, based upon the representations by Consultant set forth in the foregoing
recitals, for good and valuable consideration, including the promises set forth herein, the parties
agree to the following:
1. Services Provided:
l .l The Consultant will provide the consulting services as more particularly set forth in the
attached Exhibit "A," (hereinafter called "Consulting Services") incorporated herein by
reference. The Consulting Services are generally described as providing information
technology consulting and support.
12 It is anticipated or possible that County will utilize Consultant for other services on an as-
needed basis. Any such additional services will be through a signed written amendment to
this Master Consulting Agreement. Consultant shall not perform any additional services
without an executed amendment. Such amendment will set forth the scope of work for the
additional services. Except as may be expressly altered by the amendment, all terms and
conditions of this Master Consulting Agreement shall control. To the extent the terms and
conditions of this Agreement may conflict with Exhibit "A" or any future exhibits or
amendments, the terms and conditions of this Agreement shall control.
13 The Consultant agrees that Consultant will not knowingly enter into any consulting
arrangements per se with third parties that will conflict in any manner with the Consulting
Services.
1.4 Consultant has given the County a proposal for performing the Services and represented
that it has the expertise and personnel necessary to properly and timely perform the
Services.
2. Term of Agreement
2.1 This Agreement shall commence on the agreement date and, subject to the provisions of
Section 2.2 hereof, shall continue in full force and effect for a period of 1 year
commencing with the effective date of this Agreement. This Agreement may be
extended beyond the time referred to in this Section 2.1 on terms and conditions as may
be mutually agreed between the parties hereto.
2.2 This Agreement may be terminated by either party for any other reason with 15 days
written notice, with or without cause, and without penalty whatsoever therefore.
2.3 In the event of any termination of this Agreement, Consultant shall be compensated for all
incurred costs and hours of work then completed, plus approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Consulting Services hereunder, Consultant
acknowledges that Consultant is an independent contractor providing Consulting Services
to the County. Nothing in this Agreement shall be deemed to make Consultant an agent,
employee, partner or representative of County.
3.2 The Consultant shall not have the authority to, and will not make any commitments or
enter into any agreement with any party on behalf of County without the written consent
of the Board of County Commissioners.
3.3 The Consultant will maintain liability, unemployment and workman's compensation
insurance on his/her behalf, as necessary.
4. Remuneration:
4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee
as set forth in the atta:,hed Exhibit "A." Consultant will not be entitled to bill at overtime
and/or double time rates for work done outside of normal business hours unless
specifically authorized to do so by County. Fees for any additional services will be as set
forth in an executed addendum between the parties. Fees will be paid within thirty (30)
days of receipt of a proper and accurate invoice from Consultant respecting Consulting
Services. The invoice shall include a description of services performed. Upon request,
Consultant shall provide County with such other supporting information as County may
request.
4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
4.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be
made to the County nor shall any payment be made to the Consultant in excess of the amount
for any work done without the written approval in accordance with a budget adopted by the
Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the
parties agree that the County is a governmental entity and that all obligations beyond the
current fiscal year are subject to funds being budgeted and appropriated.
5. Ownership of Documents:
All documents (including electronic files) which are obtained during or prepared, either
partially or wholly, in the performance of the Services shall remain the property of the
County and are to be delivered to County before final payment is made to Consultant or
upon earlier termination of this Agreement.
6. Indemnification:
6.1 Within the limits allowed by law, Consultant shall indemnify County for, and hold and
defend the County and its officials, boards, officers, principals and employees harmless
from, all costs, claims and expenses, including reasonable attorney's fees, arising from
claims of any nature whatsoever made by any person in connection with the negligent
acts or omissions of, or presentations by, the Consultant in violation of the terms and
conditions of this Agreement. This indemnification shall not apply to claims by third
parties against the County to the extent that the County is liable to such third party for
such claim without regard to the involvement of the Consultant.
7. Consultant's Professional Level of Care:
7.1 Consultant shall be responsible for the completeness and accuracy of the Consulting
Services, including all supporting data and other documents prepared or compiled in
performance of the Services, and shall correct, at its sole expense, all significant errors
and omissions therein.Consultant shall perform the Consulting Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and
diligence applicable to consultants, with respect to similar services, in this area at this
time.
8. No Assignment:
The parties to this Agreement recognize that the Consulting Services to be provided
pursuant to this Agreement are professional in nature and that in entering into this
Agreement County is relying upon the professional services and reputation of Consultant
and its approved subcontractors. Therefore, neither Consultant nor its subcontractors
may assign its interest in this Agreement or in its subcontract, including the assignment of
any rights or delegation of any obligations provided therein, without the prior written
consent of County, which consent County may withhold in its sole discretion. Except as
so provided, this Agreement shall be binding on and inure to the benefit of the parties
hereto, and their respective successors and assigns, and shall not be deemed to be for the
benefit of or enforceable by any third party. Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under the Agreement.
9. Notices:
9.1 Any notice and all written communications required under this Agreement shall be
given in writing by personal delivery, facsimile or U.S. Mail to the other party at the
following addresses:
(a) Eagle County Innovation and Technology Director
500 Broadway PO
Box 850 Eagle,
CO 81631
Telephone: 970-328-3581
Facsimile: 970-328-3 599
with a copy to:
Eagle County Attorney's Office
500 Broadway PO Box 850
Eagle, CO 81631
(b) Lewan & Associates, Inc.
Attn: Kenneth Long
1400 South Colorado Blvd
Denver, Colorado 80222
9? Notices shall be deemed given on the date of delivery; on the date the facsimile is
transmitted and confirmed received or, if transmitted after normal business hours, on the
next business day after transmission, provided that a paper copy is mailed the same date;
or three days after the date of deposit, first class postage prepaid, in an official depository
of the U.S. Postal Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado
and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue
shall be in the Fifth Judicial District for the State of Colorado.
10.2 The Consultant and County acknowledge that, during the term of this Agreement and in
the course of the Consultant rendering the Consulting Services, the Consultant and
County may acquire knowledge of the business operations of the other parry not generally
known deemed confidential. The parties shall not disclose, use, publish or otherwise
reveal, either directly or through another, to any person, firm or corporation, any such
confidential knowledge or information and shall retain all knowledge and information
which he has acquired as the result of this Agreement intrust in a fiduciary capacity for
the sole benefit of the other party during the term of this Agreement, and for a period of
five (5) years following termination of this Agreement. Any such information must
marked as confidential. The parties recognize that the County is subject to the
Colorado Open Records Act and nothing herein shall preclude a release of
information that is subject to the same.
11. Miscellaneous:
11.1 This Agreement constitutes the entire Agreement between the parties related to its
subject matter. It supersedes all prior proposals, agreements and understandings.
11.2 This Agreement is personal to the Consultant and may not be assigned by Consultant.
11.3 This Agreement does not and shall not be deemed to confer upon or grant to any third
party any right enforceable at law or equity arising out of any term, covenant, or
condition herein or the breach thereof.
12. Prohibitions on Public Contract for Services:
If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. §
8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this
Contract. By execution of this Contract, Consultant certifies that it does not knowingly
employ or contract with an illegal alien who will perform under this Contract and that
Consultant will participate in the Basic Pilot Verification Program in order to confirm the
eligibility of all employees who are newly hired for employment to perform work under
this Contract.
(a) Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work
under this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor/Consultant that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under the
public contract for services.
(b) Consultant has confirmed the employment eligibility of all employees who
are newly hired for employment to perform work under this Contract
through participation in the Basic Pilot Verification program, as
administered by the United States Department of Homeland Security. If the
Consultant is not accepted into the Basic Pilot Verification Program prior to
entering into a public contract for services, the Consultant shall apply to
participate in the Program every three months until the Consultant is
accepted or the public contract for services has been completed, whichever
is earlier. Information on applying for the Basic Pilot Verification Program
can be found at:
https://www.vis-dhs.com\employerre~istration
(c) The Consultant shall not use either the Basic Pilot Verification Program
procedures to undertake pre-employment screening of job applicants while
the public contract for services is being performed.
(d) If the Consultant obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts
with an illegal alien, the Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the
Consultant has actual knowledge that the subcontractor is employing
or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three
days of receiving the notice required pursuant to subparagraph (i) of
the paragraph (D) the subcontractor does not stop employing or
contracting with the illegal alien; except that the Consultant shall not
terminate the contract with the subcontractor if during such three
days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an
illegal alien.
(e) The Consultant shall comply with any reasonable request by the Department
of Labor and Employment made in the course of an investigation that the
department is undertaking pursuant to its authority established in C.R.S. §
8-17.5-102(5).
(f) If a Consultant violates these prohibitions, the County may terminate the
contract for a breach of the contract. If the contract is so terminated
specifically for a breach of this provision of this Contract, the Consultant
shall be liable for damages to the County as required by law.
(g) The County will notify the office of the Colorado Secretary of State if
Consultant violates this provision of this Contract and the County
terminates the Contract for such breach.
IN WITNESS WI-~REOF, the parties hereto have executed this Agreement the day and year first
above written
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
Lewan & Associates
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Title:
Eagle County
CommVault Implementation
Consulting Proposal and Statement of Work
By
Lewan Professional Services
Steve Cluff -Sales Consultant
November 7, 2008
Table of Contents
Introduction ........................................................................
Proprietary Notice ...............................................................
Project Overview ................................................................
Scope .................................................................................
Deliverables .......................................................................
Customer Responsibilities ..................................................
Project Costs ......................................................................
Project Costs ......................................................................
Project Timeline .................................................................
Project Management /Personnel .......................................
Considerations ...................................................................
Statement of Work Changes and / or Additions .................
Lewan & Associates Preliminary Technical Review...........
Project Acceptance /Authorization ....................................
Appendix A -Change Control Form ...................................
Appendix B -Project Completion Form ..............................
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Lewan & Associates - 1 -
Introduction
Eagle County (Customer) has requested that Lewan & Associates Professional Services team (LPS) provide
CommVault implementation services. This proposal and Statement of Work (SOW) provides for that
assistance.
Lewan & Associates (Lewan) is a systems engineering firm and systems integrator with experience in
defining, designing and deploying IT solutions for distributed computing environments. Lewan has
experience across a broad range of technologies (platforms, networks, operating systems, and storage
technologies) and disciplines (disaster recovery planning, storage assessments, network assessments, and
ITIL assessments). The LPS team is a dedicated team of IT professionals with a proven history of helping
clients implement high performance, cost effective, manageable solutions that satisfy their business
requirements.
Proprietary Notice
This proposal contains confidential information of Lewan & Associates. In consideration of the receipt of this
document, Customer agrees not to reproduce or make this information available in any manner to persons
outside the group directly responsible for evaluation of its contents.
Project Overview
• The goal of this engagement is to install and configure CommVault CommServer and backup agents.
Tasks:
• Implement CommVault Galaxy Software including creation of appropriate schedule and storage policies.
o Installation and configuration of 1 CommVault Master Server (with associated software) and 1
Windows Media Server
o Installation and configuration of Disk Based Backup with Single Instance Store (SIS)
o Installation and configuration of 1 Tape Library
o Installation and configuration of up to 15 iData Agents for Windows
o Installation and configuration of 1 iData Agent for Active Directory
o Installation and configuration of 1 iData Agent for Exchange
o Installation and configuration of CommVault 1-Touch server and up to 10 clients
o Installation and configuration of Vault Tracker with appropriate tape rotation schedules
o Knowledge transfer to Customer staff
Deliverables:
• Implementation of all software noted above
• Complete documentation of configuration and changes made to existing systems
Scope
• Consulting services consisting of the scope set forth in the Project Overview section of this SOW.
• Project management oversight for these services.
Deliverables
The deliverables of this engagement are the following:
• All software/infrastructure installed, configured, formatted, customized, or otherwise implemented per the
Project Overview and Scope sections of this SOW and the original equipment manufacturer's
requirements.
• Associated documentation and knowledge transfer.
Lewan & Associates - 2 -
• Lewan is responsible for obtaining sign off from Customer upon completion of each phase of the work as
described above.
Customer Responsibilities
• Customer is responsible for the backup of all data and verification of those backups (i.e., the ability to
fully restore and recover data) prior to commencement of this project.
• Lewan & Associates requires access to Customer personnel for requirements gathering, scheduling,
project status and materials review.
• All servers must have power available, and ready network connectivity, including appropriate name
resolution services.
• Customer will perform all operating system activities and new installations/configurations with input from
Lewan resources. Lewan & Associates will work with Customer project team to conform to internal
standards.
• Provide root/admin-level access to all servers involved for direct assistance from Lewan resources.
• Provide necessary hardware for patch installation, typically DVD-ROM and Internet.
• Provide physical access to the systems involved.
• Provide support identifiers for contacting vendor support contracts, and/or provide someone to control
and manage the dialog with the vendor support resources.
• Install all OS, application and database software and patches according to project plan
NOTE: Lewan will work closely with Customer personnel on all software installations.
• Provide necessary license information/documentation to accomplish installation.
• Provide single point-of-contact for Lewan to coordinate with for this engagement. This person should
have knowledge of the target systems, and the authority or timely access to the necessary decision-
making authority.
• Promptly coordinate and schedule system outages, which are needed for hardware installation, patch
installation, and testing, etc. These events will be scheduled to avoid project delays, while minimizing
user impact.
• Provide adequate work area for Lewan personnel, including electrical power, telephone access, and
either Internet access or analog telephone line for the electronic retrieval of patches, etc.
Lewan & Associates - 3 -
Project Costs
We will use the appropriate blend of systems engineers to deliver this engagement. All terms and conditions
in this proposal are valid for 30 days from the date of this proposal, unless extended in writing by Lewan &
Associates.
Fixed cost for LPS consulting services during normal business hours: $9,500
• Billing for this project will take place via monthly progress payments based on percentage complete
(based on calendar month).
• Any work performed outside of the scope of this Statement of Work will be billed at rates negotiated
separately.
• Product related to the services in this Statement of Work will be invoiced upon receipt by Customer.
• Lewan charges one-way travel time for locations outside the Denver /Boulder metropolitan area.
• Any engineering hours performed outside of normal Lewan business hours (Monday through Friday, 8AM
to 5PM) will be billed at the overtime and/or double time rate(s) outlined in Customer's Lewan Pricing
Agreement. If the Customer has no Lewan Pricing Agreement, double the hourly rate is used for Sunday
and Holiday work and time-and-one-half the hourly rate is used for other off-hours support.
• This Statement of Work DOES NOT include any formal training. Any time spent training Customer will be
billed at a separately negotiated rate or outlined in Customer's Lewan Pricing Agreement.
Project Timeline
All dates unless agreed upon in advance are subject to change. A minimum of a two-week notice may be
required to schedule resources.
Customer's requested project start date: To be determined
Project Management /Personnel
Sales Consultant -Steve Cluff
Call Center -All calls and requests for paging personnel for service/support should be placed to the
Technical Services Call Center at 888-LEWAN88 (888-539-2688). The call center hours are Monday through
Friday, 8:OOam - 5:OOpm (excluding company holidays). A message can be left outside the normal hours of
operation and will be returned the next business day.
Considerations
When working in, maintaining or resolving issues in an existing IT environment, there is always the risk of
data loss due to the failure of equipment or software. Lewan & Associates will do everything feasible to
prevent any loss of data, as well as make effort to avoid system failure or downtime. Lewan & Associates
cannot be held liable or accountable for the loss of data or cost of reconstruction should they occur during the
course of this agreement. We recommend that customers create, verify, and maintain backup copies of all
data prior to services being rendered.
Lewan & Associates is rendering services in an advisory and service capacity. Lewan personnel strictly
adhere to the licensing terms and conditions of all manufacturers' license agreements. Our responsibilities
for installing software and hardware, and for product warranties, are limited to the manufacturer's
specifications and terms.
Technology advances have created an environment where many manufacturers as well as vendors do not
have the opportunity to test every possible combination of hardware and software. Lewan & Associates has
established key vendor relationships with hardware and software vendors to ensure the highest level of
technical support in order to resolve complex issues. Lewan Systems Engineers will utilize atl levels of
technical support to ensure that services are performed effectively and efficiently. Our Systems Engineers
Lewan & Associates - 4 -
will provide ongoing communications with the customer regarding unresolved or complex issues and
additional time that may be required to resolve them.
Lewan & Associates will provide no charge telephone support for services performed by us for (30) days
after the Statement of Work has been completed. This support is limited to problem determination and
resolution related to services directly performed by Lewan and does not include network skills transfer or
application support, unless otherwise defined within the Statement of Work. Request for on-site support will
be provided at block rate with cone-hour minimum, unless otherwise defined within the Statement of Work.
Statement of Work Changes and / or Additions
Lewan & Associates engineers are required to have a change order for any additional services to be
performed that are not outlined in this Statement of Work. Lewan offers a wide variety of consulting and
engineering services. We will partner with your Company to help you meet every business objective
possible. Please make us aware of any changes and/or additions to this Statement of Work, or your
business needs. All Statement of Work changes and/or additions will be made in writing prior to engineers
performed said services. In an effort to provide you with the most complete solutions, Lewan Engineers will
make Customer aware if any of the following occur:
Engineer(s) find Statement of Work andlor scope changes
• Engineer(s) become aware of any "best practices" technical information which Customer should be
informed of (i.e. upgrades, patches, recommended practices)
Upon identification of any of the above scenarios, Customer and Lewan will agree on the course of action.
Lewan & Associates will then proceed to generate a new Statement of Work or a Scope Change Document.
The new services will not be performed until the parties have executed a Scope Change Document or new
Statement of Work.
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Lewan & Associates Preliminary Technical Review
Todd Johnson
Consulting Engineer
Project Acceptance /Authorization
8/5/08
Review Date
We believe the Statement of Work outlined in this document will meet the requirements of the work
to be performed. Any modifications to this document will be made in writing and agreed to by both
parties subject to additional charges. ~ _.---'"~
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Date ~-
8~ Associates Project Authorization
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Printed Name
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Date
This agreement shall be in effect until either party provides written notice of cancellation.
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Appendix A -Change Control Form
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Project Name /Number
< Project name /number >
Change Title /Number < Brief change description /change number to be assigned by Lewan >
Request Date < Date of change request >
Party Requesting
Change < Customer name or Lewan name >
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Tasks
Period of Performance
Deliverables
Pricing
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By signing below, Customer and Lewan and Associates authorize the above stated changes to this SOW:
Appendix B - Proiect Completion Form
.~
Customer Name
SOW Date
Project Number
Purchase Order Number
Date Submitted to Customer
• < Note deliverables to be fiormally accepted here >
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8y signing below, Customer acknowledges acceptance of the above stated Services and Deliverables:
