HomeMy WebLinkAboutC09-059 3T Systems Agreement• • MA.STER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and 3T SYSTEMS, INC. ~ This Master Consulting Agreement ("Agreement") dated as of this ~~ day of .t a , 200~, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ("County"), and 3T Systems, Inc., 999 18th Street Suite 2300 Denver, CO 80202 ("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 necessa~y 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 of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. A~reement 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 1fie 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. 1.2 It is anticipated or possible that County will utilize Consliltant 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 A~reement shall controL To the extent the terms and conditions of this Agreement may conflict with Exhibit "A" or any future eachibits or amendments, the terms and conditions of this Agreement shall control. ~ 0~{~ 0~~~1 ~ • 1.3 The Consultant agrees that Consultant will not lrnowingly 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 ternunation 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 aclrnowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Ageement 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: 41 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee as set forth in the attached E~ibit "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 payrnent of any taxes related to payments made pursuant to the terms of this Agreement. • • 43 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 adopteci 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 hannless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connecrion 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 pariy at the following addresses: (a) Eagle County Innovarion 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 (b) 3T Systems, Inc. 999 18th Street Suite 2300 Denver, CO 80202 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: 101 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 lrnowledge and information which he has acquired as the result of this Agreement in trust 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. • ! ll. Miscellaneous: 11.1 This Agreement consritutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. ll.2 'fhis 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 ar 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. 122 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 Colarado 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. ~J • //REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // IN WIT'NESS WHEREOF, the parties hereto have executed this Ageement the day and year first above written COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER ~~~ ~ Y~ 3T SYS S, . Y~ C'~ c~ r) Title: ~ • • Active Directory Restructure PREPARED FOR: Eagle County PREPARED BY: Kristen Muzzy Executive Vice President, Business Development Jason Fitzsimmons Director, Enterprise Infrastructure Ben Reeser Lead Architect February 5, 2009 PROJEGT SUMMARY Executive Summary: Eagle County, Colorado has recently engaged with 3t Systems, Inc. to perform an Active Directory remediation assessment. Eagle County has begun the remediation process and has requested assistance to validate the current DNS settings and to assist with the server demotion process. PROJECT DELIVERABLES Deliverables 3t Systems will provide the following services to assist with the Active Directory remediation: One day of remote work to review; . DNS structure and settings • AD structure • DHCP design and configuration . Provide recommendations on an as needed basis Three days of onsite work to; • Finish planning and validations • Configure root and child domain controllers at SHR and ECO locations • Configure Global Catalogs at secondary locations . Reassign IP subnets to AD sites . Assist with demotion of domain controllers Compensation* Rale Nc~urs ~ _ ~ _ _ __w _~_ _._ _ _ ... __ __ Pro ec ~ C~orainar~or~ ~ F~atelHour ~ _ _ _ _ _._~ ~:~5 ~stirnated ~ Tota! ~ ~ __~ ~ i JG UO Senior Consultant 32 services $190 $6,080.00 Totals 34 $6,270.00 Services will be performed on a time and materials (T&M) basis. ' Travel and per diem will be billed according to the 3t Systems Travel and Expense Policy. Location Services will be provided on-site at Client location and off-site at 3t offices as circumstances require. Travel and Expense Reimbursement Client will reimburse 3t for travel and expenses per the 3t Travel Expense Reimbursement Policy, as provided in the MPSA. 1. Airfare: Client will reimburse 3t for the cost of normal and customary airfare for travel to Client's location(s). Client will pre-approve all travel expenses that require air transportation. Proprietary and Confidential Page 1 of 3 Client Initials 2. Auto Travel: a. Round-trip automobile travel time to locations within a 75 mile radius of any 3t office will be billed one half hour at the applicable services rate using MapQuest to establish distance: http://www.mapquest.com. b. Round-trip automobile travel time to locations beyond a 75 mile radius of any 3t o~ce will be billed for actual travel time at the applicable services rate using MapQuest to establish distance: http://www.mapquest.com. c. If 3t personnel use a personal automobile for travel to ClienYs locations beyond a 75 mile radius of any 3t office, Client will reimburse 3t at a rate per mile equivalent to the United States Internal Revenue Service ("IRS") mileage allowance rate. The most direct, practical route will be used for billing as established by MapQuest: http://www.mapquest.com. 3. Travel Time: For 3t personnel's out of state travel time, Customer will pay, at such 3t personnel's applicable hourly billable rate, for the number of hours of one-way travel to Customer's facilities. 4. Local Transportation: Client will reimburse 3t for local transportation expenses, such as auto rentals, taxis, buses, light rail, tolls, and parking fees. For auto rentals, 3t will rent intermediate size automobiles at the lowest possible rate from a national car rental agency. 5. Lodqinq: Client will reimburse 3t for lodging charges, which will be commensurate with the average seasonal rates charged in the immediate area for three-star hotels or four-star hotels if 3t has a corporate agreement that allows for rates equivalent to a three-star hotel. If Client has a corporate agreement that allows for rates equivalent to a three-star hotel, 3t personnel, with ClienYs assistance, will book accommodations at such hotel and rate. 6. Meals: Client will reimburse 3t for actual meal expenses, not to exceed 3Ys per diem fee, which is consistent with the U.S. General Services Administration domestic per diem fee schedule. 7. Miscellaneous: Client will reimburse 3t for necessary business telephone calls made on Client's behalf, a reasonable "safe arrival" and a"departure plan" call, reasonable tipping, reasonable valet and laundry charges, and other reasonable travel expenses approved by Client in advance. 8. Non-Reimbursable Expenses: Client will not be required to reimburse 3t for personal expenses such as hotel shop purchases, in-room movies, and sundry items. Client will not be required to reimburse 3t for any charges associated with personal side trips. 9. Receipts: To support travel expense items on invoices, 3t will retain receipts for lodging, airline travel, rental cars, and all other non per diem expenditures of an amount that would require a receipt under IRS guidelines. 3t will make these a copy of these receipts available to Client upon request. 10. Cancellations and Reschedulinq: If Client cancels or reschedules a trip after 3t has booked airline, car, or hotel reservations, 3t will attempt to cancel the reservations without incurring a penalty. Client will reimburse 3t for charges it is unable to avoid, including cancellation and rescheduling charges. Assumptions 3t Expectations: o Provide an Account Manager. o Provide timely response to questions. o Identify any additional products or services required. 0 3t will demote up to 4 servers. Client Expectations: o Client will have all necessary servers built and on the network with connectivity o Client will identify key personnel who will be available. These individuals must also be available to address implementation issues. o Client will identify server test personnel that will be available as needed to test connectivity to remote sites. Proprietary and Confidential Page 2 of 3 Client Initials o Client is responsible for any required backup and restoration of data to existing system. o Client is responsible for the cost of any hardware, software, or licensing that is determined to be required for the completion of the statement of work. o Client will provide any software media, licenses, and/or codes required for completion of the statement of work. o Provide 3t with a primary Client contact who is available during business hours o Provide necessary executive sponsorship o Make available to 3t the appropriate subject matter experts in a timely manner o Participate in the planning and implementation processes where appropriate o Provide all requested systems documentation and other materials prior to 3t Systems' on-site activities. o Provide access to client facility o Authorize access to existing client processes and vision documents. o Provide access to IT systems information. o Provide adequate power, space, and network resources. o Provide timely response to questions. o Review, comment, and approve all deliverables in a timely manner. Proprietary and Confidential Page 3 of 3 Client Initials