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HomeMy WebLinkAboutC09-428 Attain Technologies Agreement MASTER CONSULTING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO and ATTAIN TECHNOLOGIES, LLC. ~,~1 ~, This Master Consulting Agreement ("Agreement") dated as of this ~ day of L`'c~.;~;~%~I~~ , 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 Attain Technologies LLC, with a mailing address of 7425 S. Peoria St., Suite 200, Englewood, CO 80112-4168 ("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 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. 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- 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. 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 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 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 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) Attain Technologies, LLC 7425 Peoria, St, Suite 200 Englewood, Colorado 80112-4168 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 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 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. //REMAINDER OF PAGE II~ITII~ITIONALLY 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 '~ ~~-~~- -' By: VENDOR NAME GOES HERE By. ,J~ ~ ~ ~~'-~ -~~~ ~~~~ Title: Exhibit A ~' -~ ATTAIN TECHNOLaGIES g System Center CM Eagle County Version 2.0 Final For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. Statement of Understanding Seeking to enhance their infrastructure environment, Eagle County has approached Attain Technologies for assistance with improvements to their System Management solutions. Microsoft's System Center Configuration Manager (SCCM) 2007 is the desired software platform. The intent of the project is to implement SCCM 2007 to manage software distribution and inventory reporting. These requirements will be refined by Attain's initial design/discovery which is designed to discover/confirm and "map out" Eagle County's optimal SCCM environment and detail the requirements. 2. Solution The following provides an overview of the proposed services and how it will be executed. This project is intended to install and configure a new instance of SCCM 2007 to manage desktops. Attain's phased approach and deliverables are detailed in the following sections: Attain's Methodologies Attain's Technology Lifecycle and Project Management Methodologies are based on the premise that solving significant business problems requires a skillful, disciplined approach and methodology. Attempting to solve problems the same way as in the past, while expecting a different result, is a strategy doomed to fail, especially when also attempting to reduce the total cost of ownership. Like any realistic business decision, returns must be preceded by an investment of both capital and commitment. There is simply no shortcut to success. Attain will assign a Project Manager (PM) as the Project Lead to work with a key Eagle County contact to coordinate and ensure the project will be completed in the expected time frame. The Project Manager will be responsible for the planning, coordination and the execution of the project. Change orders may be required throughout the project life cycle. These change orders will be executed through the Attain PM and not directly through the Attain Consultant/Engineering staff. Approach Partnering with Attain, Eagle County can leverage our project discipline, experience, and knowledge of infrastructure management and security to accelerate real business value with rapid technology deployment. The overall project will be implemented in the following manner. The diagram below illustrates the intent of the strategy (Dates are used to show relative time frame- we used the proposed time window for this phased approach- this may vary as to when final documents are signed). The Phased strategy will include: - Survey/Design/definition of SCCM needs o To include coordinating the Deployment Plan, Design and Architecture of New SCCM environment - SCCM o Build/configure SCCM server 2007 o Configure secondary sites o De-install old SMS clients o Create & test pilot test packages o Create & deploy SCCM agent - Support - Knowledge Transfer For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. Proposed Phased Approach for SCCM Eagle County 1416 - 1018 10!12 10119 Finalize plan Implementation project Closure d architech,re Phase starts 10t3. 10/& 10113 - 10119 Survey window SCCM Deployment. ~w ir~wti ,~ 9128!2409 Ftow: Actaatt5lsa will he dncurnentad ~~ithin the aSSacia[ed praj~ct plan. bates oe thin diagram are relative and will ~ detined dtar3rtg the survey / d€sign seffs[pn, 10t26rZtJG 10!18 -1Dl19 Support ~~~ Deploy client agent Knowledge Transfer & other packages 1 D/18 • 10119 10t16 ~ 14118 10t21i2049 The following describes Attain's recommended approach. To effectively determine the needs and requirements for the Eagle County SCCM environment, a survey will be done prior to deployment. Attain plans to understand and define the business needs and functionality desired for the integration of SCCM into their environment. The focus of this effort is to define the current environment, state of the AD and determine the optimum configuration and functionality. Attain will also define the architectural requirements needed to support Eagle County's vision. Prior to any session with the IT or business unit, Attain will coordinate the events with Eagle County to ensure integration with company objectives and intent. Survey/Design Phase Even though we may have an overview of the environment, it will be necessary to conduct a survey/design session to define the requirements in detail. These design activities will also include analyzing the current systems and network topology, review of the Active Directory, review of project server assets and confirming the projected design/architecture. Attain will use best practice analyzer tools to gather information to be used in the design. The projected architectural topology will follow prescribed topologies defined by Microsoft as scalable frameworks. Attain will coordinate the architectural design and deployment model with Eagle County. Prior to actually conducting any implementation, it is imperative that Attain ensure the network/AD infrastructure is prepared and that the environment be designed to support the requirements for the solutions. For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. The project team will conduct a schedule with key Eagle County individuals for the survey timeframe. Documentation surrounding the current SMS, network and Trend Micro solutions will also be collected. The design and architectural specifications will be documented and provide to Eagle County for review and approval. Deployment Phase This stage will be focused to implementing the architecture and functionality. The design information and requirements will drive this deployment effort. The intent is to: SCCM o Build/configure SCCM server 2007 o Configure secondary sites o De-install old SMS clients o Create & test pilot test packages Create & deploy SCCM agent Knowledge Transfer and Support This stage is focused on conducting knowledge transfer of the implemented products and to provide next day support as needed. The admins who will inherit these systems will need to be defined by Eagle County. We have programmed 3-5 hours of knowledge transfer to be included within this solution. This knowledge transfer/ training agenda will be coordinated with Eagle County and conducted on-site. Documentation Documentation will be created in Microsoft Word (version 2003 or 2007). Some documents may also be created in Microsoft Excel, Visio, or MS Project. Formal Sign-off and Acceptance -Attain will deliver all documents and associated project information in a predefined format that will be accepted, via sign-off, by Eagle County management. Solution Specifics The following provides an overview of some of the specifics or areas of concern for the solution. Please review these and be prepared to address these. 2.A.1 Licensing It is our understanding that Eagle County will procure the required licensing for the implementation of SCCM. It is projected that we will have 1 primary site server and 4 or 5 secondary sites to cover the rest of the branches. The SCCM solution will require Configuration Manager Server 2007 R2 and Client ML licenses for all workstations. The server component comes with or without SQL. Since it is anticipated that we will use the existing SQL environment, Eagle County should use the non-SQL version (the existing EA agreement will cover both versions; in addition, the licenses may already be covered under the Core CAL Suite of licenses.). General Configuration The following provides a general view of the expected architecture (this will be confirmed during the survey period). A primary SCCM 2K7 Site Server will be established at the main office. The server should have enough disk space to handle the OS and application installs in addition to the OS and SCCM 2007 program files (another instance of SQL will be established in the SQL farm to handle the databases For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. requirements). Ideally the package files and SQL DB should be located on a disk separate from the Operating System. The Secondary Site or Distribution sites for SCCM will be either aloes-end server or a workstation configured with Server OS. These "Servers" will act as the Protected Distribution Points for software delivery. These protected distribution points will be configured in Secondary sites to reduce network bandwidth utilization, especially on OS upgrades. The Secondary servers do not require additional SCCM server licenses or a SQL database but need a Server OS installed to manage processing. They require enough disk space to hold the OS and application packages. Again this storage should be separate from the operating system disk. Packages will be replicated from the Primary site to the Secondary site. These packages will be installed from the local distribution point in the site. 2.A.2 Major Tasks The following provides an overview of the major tasks to be done. - SCCM: o Evaluate Existing SMS environment: This includes Active Directory. We need to make sure that AD replication is working before we extend the Schema. Evaluate how it is operating and verify which clients have been deployed and which are missing. o Implement SCCM 2007 R2 • Extend the AD Schema for SCCM 2K7 • Install WSUS 3.0 and several other preregs for SCCM 2K7 • Install SCCM 2K7 and service pack 1 • Install SCCM 2K7 R2 • Configure site settings o Upgrade Client Systems to SCCM 2K7 client • Note: The workstations will need to be rebooted for this. This can be done through several different methods (AD GP push, SMS package, through WSUS) -This will be confirmed during the survey. o Configure Secondary Site Servers • Install Operating System on Secondary Site "Servers" • Configure each of them as Secondary Site servers with appropriate SCCM roles (including protected distribution point, etc.) o Create and test necessary packages to a test/pilot collection o Once the client upgrade package is deemed to be working, deploy it to all client systems 2.A.3 Prerequisites/Concerns: - Check Active Directory and the existing SMS environment to verify that it is up to day and functioning - All client systems must be running at least XP with SP2 in order to install the SCCM 2007 client on them - Need to verify that we will have the systems and software available to build out this solution (Recommend that the servers, to include SQL have at least 4G6 of memory and at least dual processors for the primary sites. The primary servers will need at least two partitions to separate OS from application components. The SQL will be in the SQL farm.) For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. 2.A.4 Outstanding Questions - Does an inventory exist for all client systems? - Do you have a network diagram that shows bandwidth between sites, number of systems at each site, etc.? (need to confirm actual bandwidth between all sites -impacts on distribution strategy and architecture) - How soon are you looking to deploy Windows 7? Assumptions, Exclusions and Risks In order to provide Eagle County with the highest quality services, on time and within budget, we have based our proposal on the following assumptions, exclusions and risks: - Eagle County will appoint a Project Sponsor to oversee the direction of the project. The appointed Project Sponsor will have decision-making authority over all aspects of the project. Failure to do so could affect project schedule and cost. - Eagle County understands the success of this project is dependent upon the participation of Eagle County employees and will provide employees who will participate with Attain personnel throughout project. It is essential that Attain can quickly conduct discovery/business requirements gathering sessions with key personnel and determine the required business requirements since the timeline is aggressive. - Eagle County will review interim and final deliverables and report acceptance or discrepancy within the scheduled timeframe, usually 2 business days, of the submission of deliverables. - Defining roles and responsibilities is essential to the success of the overall project. A clear understanding of the duties and tasks of each team member will be required. - Eagle County will provide a minimum of one workspace per Attain on-site personnel for Attain's activities at Eagle County's office facility. Some of the work can be done remotely. - Eagle County will provide access and support for production network environment. - Eagle County will provide the server hardware and necessary licensing for the project. It is anticipated that Eagle County would want to configure the base configuration of the servers with OS and create the necessary partitions. - If at any point in the project, Attain feels that a successful completion of the project is at risk, Attain will inform the project sponsor of any and all issues that it feels are jeopardizing a successful outcome. - The work Attain is to perform within this scope will occur during normal business hours. It may also become necessary for some non-business hour work. In this event, Attain personnel will arrange with Eagle County to provide access to the facilities. 3. Pricing This is a good faith estimate based on the information provided to us by your organization. It represents our estimated budget and schedule for installing and configuring the functionality we think is necessary based on our understanding of your business and technical environment. You should consider the following risks when evaluating this or any other estimate. - The good faith estimate is based on Attain's current understanding of the Project Scope. The value of the estimate is directly related to the accuracy and completeness of the information provided to us. As we discover issues with that information, we will notify you of any discrepancies and their impact on our estimated budget and schedule. For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies. - Changes to scope will change the estimated timelines. Attain Project Manager will provide project updates with Eagle County personnel, and coordinate with Eagle County any modifications to the original projected implementation costs. - Communication failures or changes in business requirements may result in scope elements that are either not identified or are more complex, more interdependent, or that have external dependencies that were not revealed during the estimation. In this situation, we will notify you as we find new scope elements, and we will provide you with cost and schedule estimates (if possible at that time). Professional Fees: - Resources: Microsoft Consultants- Infrastructure Services (1-2) Project Costs: $16,500 total on a Fixed Bid basis Any travel and expenses shall be billed to Eagle County and specified on the corresponding invoice as a separate line item. Before actual expenses are incurred, Attain will coordinate the expenses with Eagle County. Such additional expenses will be actual costs and may include, but are not limited to, the following: - Lodging - Airfare /airport parking /airport transportation - Shipping fees incurred - Meals - Rental car/ metro /taxi fees Expense Estimate - $2,350* (2 resources, 8 ansite days) *This is a `worst case' estimate; Eagle will only be billed for actual expenses incurred. For Internal Use Only. This document and all the information contained herein is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the express written permission of Attain Technologies.