HomeMy WebLinkAboutC09-158 Lewan and Associates, Inc.
Cod-i~ ~-
NJ[ASTER CONSULTING AGREEMENT BET'w~EN EAGLE COUNTY, COLORADO and
LEWAN & A-~SOCIATES, INC.
This Master Co sulting Agreement ("Agreement") dated as of this day of
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, Lewan &
Associates, Inc. with a mailing address of 1400 South Colorado Blvd, Denver, CO 80222
("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 L 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 byConsultant 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.
1.2 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, subj ect 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 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
asset 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 ~ (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 ail obligations beyond the
current fiscal year are subj ect 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, o~cers, 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: 970-328-3 5 81
Facsimile: 970-328-3599
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
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
transmitted and confirmed received or, if ~ansmitted 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 in trust in a fiduciary capacity for
4
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.
//R,EMAINDER OF PAGE ONALLY LEFT BLAiNK //
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
Exhibit A
Eagle County VMware VI3
and Lefthand SAN Expansion
Consulting Proposal and Statement of Work
By
Lewan Professional Services
Steve Cluff -Sales Consultant
Rudd Gates -Consulting Engineer
Todd Johnson -Project Manager
April 30, 2009
Table of Ctontents
Introduction ............................................................................................................................................................
Project Overvi~w ..................................................................................................................................................... 2
2
PHASE 1 D SITE VMWARE VI3 IMPLEMENTATION ............................................................................................ 2
PHASE 2 L HTHAND SAN UPGRADE AND EXPANSION ....................................................................................... 2
PHASE 3 D CUMENTATION AND PROJECT CLOSEOUT ...................................................................................... 3
Scope ............' . ......................................................................................................................................................... 4
Deliverables...~ .........................................................................................................................................................
'
Customer Res onsibilities ....................................................................................................................................... 4
4
Project Costs .t ......................................................................................................................................................... 5
ProjectTimeli e ....................................................................................................................................................... 5
Project Manag ment /Personnel .............................................................................................................................
Consideration~ ........................................................................................................................................................ 6
Statement of l~lork Changes and I or Additions ........................................................................................................ 6
Appendix A - change Control Form ......................................................................................................................... 7
Appendix B - project Completion Form .................................................................................................................... 8
~ewan & Associates -1 -
Introduction
Eagle County (Customer) has requested that Levan & Associates Professional Services team (LPS} provide
consulting and support for implementation of the HA/DR features in their existing Lefthand Networks SAN
and expanding VMware ESX Server environment in amulti-site datacenter. This proposal and Statement of
Work (SOW) provides for that assistance.
Levan & Associates (Levan) is a systems engineering firm and systems integrator with experience in
defining, designing and deploying IT solutions for distributed computing environments. Levan 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.
Project Overview
The goal of this engagement is to assist Customer with the following tasks:
• Install and configure new VMware VI3 HA/DRS cluster in ECO datacenter
• Upgrade Lefthand Networks SAN/iQ to version 8.0 (excludes NSM 150s)
• Introduce new NSMs to environment and repurpose existing NSMs for optimal performance and capacity
• Document disaster recovery procedures for VI3 and SAN
Levan and Associates will perform the tasks under this SOW using a phased approach:
Phase 1- DR site VMware VI3 implementation
Phase 2 -Lefthand SAN upgrade and expansion
Phase 3 -Project Closeout
The tasks and deliverables associated with each phase are as follows:
Phase 1 DR site VMware VI3 implementation
Tasks -Create new VMware HAIDRS cluster:
• Install ESX 3.5 on two new physical servers in ECO site
• Update VirtualCenter to version 2.5 Update 4
• Update existing ESX hosts to version 3.5 Update 4
• Create new HA/DRS cluster in ECO site
• Support migration and testing of VMs between sites
• Document VI3 site failover procedures
Phase 2 Lefthand SAN upgrade and expansion
Tasks -Lefthand Networks SANIiQ upgrade:
• Upgrade all eligible NSMs to SAN/iQ 8.0, including upgrades of prerequisite firmware and post-upgrade
patches (production upgrades to be performed during non-business hours)
Tasks -Lefthand Networks SAN expansion:
• Introduce new NSM cluster to environment and support migration of LUNs between clusters
• Support repurposing of NSMs between "production" and "backup" storage roles
• Setup Failover Manager in SHO or ECO site to assist with SAN-level management failover in the event
of an ECG site outage
Levan & Associates - 2 -
Phase 3 '~ Documentation and Project Closeout
Tasks - Do~CUment failover procedures for VMware VI3 and Lefthand SAN
• Docum nt Lefthand SAN and VMware V13 failover architecture
• Docum nt disaster recovery procedures for loss of primary datacenter
• Compl a and deliver post-installation configuration and `failover procedures' document(s)
• Review'~the document(s) with Customer
• Obtain customer signoff on Project Completion Form (Appendix B)
Lewan & Associates - 3 -
Scope
Provide VMware and Lefthand support services consisting of:
• Installation of (2) VMware ESX 3.5 servers in an HAIDRS cluster in the secondary datacenter
• Upgrade of (14) Lefthand SAN NSMs to version 8.0
• Redeployment of existing NSMs along with introduction of newer, higher capacity units
• Documentation of failover procedures from primary datacenter to secondary datacenter
• Project management oversight for these services
Deliverables
The deliverables of this engagement are thefollowing:
• A multi-site datacenter with failover capability for the SAN and V13 server environment
• Upgraded and expanded Lefthand Networks SAN
• Documentation of failover procedures between primary and secondary sites
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 installationslconfigurations 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, andlor 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 - 4 -
Project Cysts
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.
Time-and-Materials projects are by nature estimated (and not fixed). Unforeseen issues do arise in many
situations that will add time to the project. When an overage is discovered or anticipated the customer will
be notified ~s early as practical. If required by Customer, a change control form (Appendix A) will be used to
extend this cope of work for additional tasks.
Estimated host for LPS consulting services: $6,560 (32 hours at $2051 hour)
• Billing fir this project will take place monthly, typically on or about the last day of the calendar month
based do the number of hours worked and the hourly rate for services.
Additional motes:
• Any work performed outside of the scope of this Statement of Work will be billed at rates negotiated
separately.
• Produce related to the services in this Statement of Work will be invoiced upon receipt by Customer.
• A one-v~ray travel charge will be billed to Customer at the hourly rate for the SE or project manager. All
travel tune will be assessed from the Lewan office at 1400 S. Colorado Boulevard, Denver CO 80222 to
the Customer location. Standard rates will apply to business-hours travel, and over-time and double-time
rates wi'~ll apply as noted below. There is a minimum 15-minute trip charge.
• 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 Holliday 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 classroom-based 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 u ~ less agreed upon in advance are subject to change. A minimum of a two-week notice may
be require to schedule resources.
Customer's requested project start date: May 1, 2009
Project Management I Personnel
Sales Consultant - Steve Cluff
Consulting Engineer -Rudd Gates
Project Manager -Todd Johnson
Call Center -All calls and re uests for a in ersonnel for service/su ort should be laced to the
q pg 9p pp P
Technical Services Call Center at 888-LEWAN88 (888-539-2688). The call center hours are Monday
through Friday, 8:OOam - S:OOpm (excluding company holidays). A message can be left outside the normal
hours of opleration and will be returned the next business day.
Lewan & Associates - 5 -
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. Levan & 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. Levan & Associates has
established key vendor relationships with hardware and software vendors to ensure the highest level of
technical suppo~ in order to resolve complex issues. Lewan Systems Engineers will utilize all levels of
technical support to ensure that services are performed effectively and efficiently. Our Systems Engineers
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 Levan 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 aone-hour minimum, unless otherwise defined within the Statement of Work.
Statement of Work Changes and / or Additions
Levan & 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. Levan 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, Levan Engineers will
make Customer aware if any of the following occur:
Engineer(s) find Statement of Work and/or 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 Levan will agree on the course of action.
Levan & Associates will then proceed to generate a new Statement of Work or a Scope Change Document
as appropriate.
Levan & Associates - 6 -
. ,-
Project Na e 1 Number
Change Tide I Number
Request Date
Pay Requesting
Change
.~-~ ~~
Tasks
Period of performance
Deliverables
Pricing
Lewan & Associates - 7 -
A end x A -Chan e Control Form
By signing below, Customer and Lewan and Associates authorize the above stated changes to this SOW:
Appendix B -Project Completion Form
~.-
Customer Name
Eagle County
SOW Date 04/30/2009
Project Number
Purchase Order Number
Date Submitted to Customer
• Multi-site datacenter with failover capability in SAN and V13 environment
• Failover procedures documentation for SAN and V13 services
• Upgraded and expanded Lefthand SAN
Lewan & Associates - 8 -
By signing below, Customer acknowledges acceptance of the above stated Services and Deliverables:
TERM SHEET
1) Requested hearing date: None.
2) For County Manager signature?: Yes
3) Requesting department: Innovation and Technology
4) T=: Master Consulting Agreement Between Eagle County and Lewan &
Associates
5} Staff submitting: Scott Lingle
b) Pur ose: Topic primarily encompasses improving overall storage
availability and beginning to enable Disaster Recovery capabilities from the
Eco datacenter. Install and enable 1) VMWare VI3 host hardware and
software for purposes of secondary failover at the ECU datacenter 2).
Upgrade Lefthand Networks SAN/iQ 5AN software to version S.0 3)
Repurpose existing NSM configuration.
7) Schedule: May 2009.
8) Financial considerations:
• Estimated at $6,560 (32 hours time and materials).
~ Fully budgeted under Other Professional Services 2009 budget.
Estimated 32 hours of effort at $205 per hour.
• This agreement was single sourced with Lewan and Associates due
vendor's to prior experience working with Eagle County VMware and
Lefthand Storage Area Network environments.
Their hourly rate is competitive with other vendors in this market
space, and their experience with Eagle County gives them a significant
advantage concerning number of hours this effort will take, as well as
confidence that their personnel are adequately skilled to fulfill this
agreement competently and comprehensively.
9) 0=:
~ qp D AS TO FORM 't
~~~j ~ ~ By' Attorney's OfFice
U ~ Eagle ounty
<~
By~ Eagle County Commissioners' Office
