HomeMy WebLinkAboutC09-033 ISCMASTER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and
ISC, INC
,,.,~ This Master Consulting Agreement ("Agreement") dated as of this ~ day of
:1'f ~ ~ , 2009, is between the County of Eagle, State of Colorado, a body corporate and
politic, by d through its Board of County Commissioners ("County"), and ISC, Inc. with a
mailing address of 8680 Concord Center Dr. Englewood, CO 80112 ("Consultant").
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
WHEREAS, 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:
1.1 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-
neededbasis. 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.
1.3 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 maybe
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 alI
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 attached 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 bylaw, 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: 970-328-3599
with a copy to:
Eagle County Attorney's Office
500 Broadway PO Box 850
Eagle, CO 81631
ISC, Inc.
8668 Concord Center Dr.
Englewood, CO 80112
9.2 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 party 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. Sole Source Government Contracts:
If the Contractor has entered into a sole source government contract or contracts with the
State of Colorado or any of its political subdivisions as defined in Article XXVIII of the
Colorado Constitution which including this contract in the aggregate on an annual basis
are equal to or exceed the amount of $100,000, then the following provisions apply:
12.1 Because of a presumption of impropriety between contributions to any campaign
and sole source government contracts, Contractor, on behalf of itself, any person who
controls ten percent or more of the shares of or interest in the Contractor, and the
Contractor's officers, directors and trustees (collectively, the "Contract Holder") shall
contractually agree, for the duration of the contract and for two years thereafter, to cease
making, causing to be made, or inducing by any means, a contribution, directly or
indirectly, on behalf of the Contractor Holder or on behalf of his or her immediate family
member and for the benefit of any political party or for the benefit of any candidate for any
elected office of the state or any of its political subdivisions.
12.2 The parties further agree that if a Contract Holder makes or causes to be made any
contribution intended to promote or influence the result of an election on a ballot issue, the
Contract Holder shall not be qualified to enter into a sole source government contract
relating to that particular ballot issue.
12.3 The parties agree that if a Contract Holder intentionally violates sections 15 or
17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that
Contract Holder shall be ineligible to hold any sole source government contract, or public
employment with the state or any of its political subdivisions, for three years.
12.4 The Contract Holder agrees to comply with the summary and notice provisions of
Section 16 of Article XXVIII of the Colorado Constitution.
12.5 These provisions shall not apply to the extent they have been enjoined or
invalidated by a court of competent jurisdiction.
12.6 All terms used in this Section and not otherwise defined in this Agreement shall
have the same meaning as set forth in Article XXVIII of the Colorado Constitution.
//I~I~MAINDER OF PAGE TONALLY LEFT BLANK //
IN WITNESS WHEREOF, 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
1JC:, 1NL.
Title:
y; ~ - e .
3.
ISC
Statement of Work
For
Eagle County Government
3 day support Project
January 30, 2009
The following Statement of Work is fora 3 day onsite maintenance project that ISC will be
performing for Eagle County Government. Eagle County Government has requested ISC's
assistance with the maintenance, configuration and testing of their existing VOID infrastructure.
This Statement of Work will cover all tasks and related issues to complete these services for
Eagle County Government.
As part of this onsite support service, ISC will assist Eagle County Government with the
following list of tasks:
Task list as given by Eagle County Government:
o Big picture- white board network diagram and explanation of county-wide voip
set up and how everything ties together
o Analog stuff- Difference between MGCP vs H.323 voice gateway protocols and
why some sites are set up differently than others (& is GasBoy the only
exception?)
o Basic server stuff for Call Manager, Unity & Presence.. know enough to assist
Cisco TAC on webex support sessions (IP's, login's, etc) and go over how some of
the Cisco Unity Tools could be used for basic troubleshooting
o Review Call Handler set up, CTI route points, etc (ie. BOCC agenda line-
HS#6662, #49 on open items list)
o Get voicemail piece of Presence working. (HS #5880, #6 on open items list)
o Airport Fire Department Auto Attendant. (HS #5910, #26 on open items list)
o Attorney office phones- privacy line (HS #6046, #33 on open items list)
o Sheriff phones- find solution to ringdown problem w/jail kitchen phone and jail
hallway phone. Also phone in front of Sheriff's Office is not working. (HS #6135
& 6537, #31 on open items list)
o Fix animal services call handler issue- messages going to Natalie's personal
voicemail (HS #5812, #7 on open items list)
o Avon WIC modem line- not sure of status (HS #6192, #9 on open items list)
o Follow upon status of SNR caller ID to cell phones solution (HS #6672, #18 on
open items list)
o Audit DR process for VOIP (#36 on open items list)
o Review web interface options for users before roll out (#43 on open items list)
o Personal address book syncing (is there a way to sync w/personal contacts in
Outlook? #5 on open items list)
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
2
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC.
^
• This support project is for Three (3) days onsite service, if an ISC Engineer is required
onsite over the allotted 3 days, additional charges at a rate of $1,880.00 per day will
apply.
• ISC is not responsible for the performance or quality of third-party vendors not brought
in by ISC. If these vendors affect the project time line, additional fees might be assessed
to Eagle County Government.
• If the project extends beyond the mutually agreed upon timeline due to delays caused by
parties other than ISC, additional charges will be provided to Eagle County Government
for acceptance and payment.
• ISC recommends that Eagle County Government send its associates to in-depth training
for that specific platform or application, which is not included in this Statement of Work.
ISC can provide Eagle County Government with a list of several Learning Partners for a
particular course in the area if requested.
Any changes made by ISC during this project will be documented and submitted to the
customer in data form.
The Project Schedule will be developed and mutually agreed upon by representatives of ISC and
Eagle County Government after contract signing. All Services and meetings, unless otherwise
agreed upon by both ISC and Eagle County Government, will be performed during normal
business hours (8 A.M. to 5 P.M. Local Time), Monday-Friday. ISC can accommodate requests
to work after-hours
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
3
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC.
The pricing component for this Statement of Work is as follows:
• A total price of $ 5,640.00 for 3 days onsite maintenance, this includes all services and
per diems as described in the Project Scope section of this Statement of Work.
• Payment Terms:
o Net30 days from completion of installation
All services are provided in accordance with this Statement of Work.
This proposal and pricing is valid for a period of thirty (30) days from the date on the cover of
this Statement of Work.
Any changes to the project scope, duration, assumptions, deliverables, pricing, or approach shall
be made in writing and mutually agreed to by both Eagle County Government and ISC using a
Change Request form. This form will be distributed to all parties during a project kick-off
meeting. A change request will include the reason for the requested change, a specific
description of the change, and the anticipated impact on the project schedule, deliverables,
approach, and pricing. Either party may request a change in scope. ISC will not undertake any
changes in scope until the change has been documented, priced, and agreed to by Eagle County
Government and ISC.
As part of the change control process, a determination will be made as to the impact of the change
on the project's budget and schedule. All changes, even those that do not alter the original price,
will be documented before being implemented. ISC will assign a single point of contact for
change orders. Eagle County Government will designate a single point of contact in conjunction
with the acceptance of this proposal.
Note: If any issues or problems arise, that are beyond the scope of this Statement of Work, this
agreement will be modified to reflect additional changes and charges that will be mutually agreed
upon by Eagle County Government and ISC.
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
4
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC.
r~
Upon receipt of the as-configured documentation, Eagle County Government shall have five (5)
business days to review and request changes, if any, and provide written acceptance of the
recommendations. In the event that changes are requested, ISC shall review such request, and
make the appropriate changes. ISC shall then resubmit the report to Eagle County Government,
and it shall be deemed acceptable upon this resubmission.
If no changes are specific, then work is deemed accepted upon notice from ISC that the work is
complete.
Eagle County Government must notify ISC in writing if they wish to cancel this Statement of
Work. If Eagle County Government cancels this Statement of Work, Eagle County Government
shall pay ISC for all work performed, deliverables provided, and expenses incurred by ISC on
Eagle County Government's behalf including but not limited to: travel and related expenses
incurred in the performance of the Statement of Work for ISC, its subcontractors, and its a;;ents.
If onsite ISC personnel is delayed more than one hour per site by those aspects of the engagement
that are outside of ISC control (i.e. Telco circuit delays, network non-availability, existing or
reuse hardware/cable failures, etc.), or a delay is caused by incorrect information or a lack of
information required from Eagle County Government, the delay time may be charged at our
normal Time & Materials rate.
Name and Company Primary Phone
Number Pager/Cell
Number Email
Matt Hammer -ISC 888-525-8933 matt isccorp.net
K le Athe -ISC 888-525-8933 k le iscco .net
ISC NOC 866-622-6722 iscnoc isccorp.net
Liz Orr -ISC 888-525-8933 lorr iscco .net
David Kekar 970-328-3582 david.kekar ea lecoun .us
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC
Eagle County government
3 day support Project
This Statement of Work is an attachment to the ISC sales agreement executed by the parties on
,and is governed by the terms and conditions contained therein, and in the event
of a conflict between this Statement of Work and the terms and conditions of the agreement, this
Statement of Work shall prevail.
All signed copies of this Statement of Work shall be deemed originals by both ISC and Eagle
County Government
Eagle County Government
Dated:
By:
Name (print):
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
6
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC.
I~
Eagle County Government
3 day support Project
The undersigned agrees that ISC has satisfactorily completed all items in the Statement of Work.
All signed copies of this Statement of Work shall be deemed originals.
Eagle County Government
Dated:
By:
Name (print):
IP Communications Statement of Work for Eagle County Government
ISC Proprietary and Confidential Information
This information is not to be shared with any party outside Eagle County Government without prior written approval from
ISC.
