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Home My WebLink AboutC09-502 ISC Customer Support Center Agreement EAGLE COUNTY CUSTOMER SUPPORT CENTER Support Agreement 1.1 Parties to Agreement This Support Agreement (the "Agreement") is made and entered into on this 1st day of January, 2010 (the "Effective Date") between ISC, located at 401 East "E" Street, Casper Wyoming 82601 ("ISC") and Eagle County Government, located at 500 Broadway, Eagle, Colorado 81631 ("Client"). 1.2 Scope of Agreement The scope of this Agreement shall consist solely of what is contained within these pages and in any Attachments hereto, the scope and content of which are incorporated herein by this reference. The parties acknowledge that there may be more agreements between them, but that each agreement is a separate legal contract with separate and distinct obligations. This Agreement constitutes the entire agreement between the parties regarding the matters described in this document, and there are no other agreements, oral or written, between the parties with respect to such matters. 2. Support Terms 2.1 Term and Support Coverage The term of this Agreement shall commence on the Effective Date of the Agreement, and shall continue thereafter for a period of six months. ISC shall, during the Term of this Agreement, provide support services to Client as outlined in Section 2.3 for the products delineated in Attachment A_ (the "Covered Products"), a copy of which is attached hereto and incorporated herein. 2.2 Termination This Agreement may be terminated by either party for any other reason at any time, with or without cause. In the event of any termination of this Agreement, Consultant shall be compensated for all hours of work then completed, plus approved expenses. ISC, Inc., Proprietary and Confidential Page 1 Doc# 2755279\3 2.3 Support Overview ISC shall utilize its reasonable business efforts during the Term hereof to monitor, manage, diagnose and correct Client's data and voice network incidents remotely via telephone, desktop collaboration, Internet and/or secure Virtual Private Network ("VPN") access or onsite as needed. ISC shall provide assistance to Eagle County Government personnel on all Cisco Systems' equipment in production on the Eagle County Government data and voice networks. Systems running the following technologies will be included in this support agreement. • Switching/Routing • Call Processing/Unified Communications • Wireless Access Points/Controllers/WCS • Adaptive Security Appliances Additional Cisco Systems equipment (in production) will also be supported as a part of this engagement. This agreement is intended to encompass emergency downtime situations, change management assistance, and a reasonable level of knowledge transfer on existing environment. This agreement is not intended to support project based work, ie-assistance with the configuration of any new equipment, or a complete redesign of current network, or any daily onsite knowledge transfer. ISC will provide as much information as possible as to how we resolved an issue that occurred or what changes we are making when requested to help the county staff better understand their network. If the client would like a more in-depth training session, ISC would make the suggestion that an engineer go onsite and work with the client's staff on a project based need. 2.4 ISC Equipment If this Agreement includes monitoring services, ISC will place its equipment on Client's premises for notification of problems and troubleshooting of Client's network incidents. Said equipment is and shall remain owned and maintained by ISC and shall be removed from Client's premises upon termination of the Agreement or at such earlier times as reasonably determined by ISC given the scope of the monitoring services to be provided hereunder, if any. At no time shall ISC's equipment become or be considered that of Client. Further, ISC reserves any and all rights to replace or substitute its equipment from Client's premises at any time and may do so without notice to Client. ISC, Inc., Proprietary and Confidential Page 2 Doc# 2755279\3 2.5 Incident Priority Definitions Support services for Client shall be handled by ISC in the following priority: • Priority 1Hypothetical-Client's production network is down causing critical impact to Client's business operations if service is not restored quickly. ISC and Client are willing to commit full-time resources "around-the-clock" in order to either resolve the situation or until the incident is de-escalated. Priority 2 Hypothetical -Client's production network is severely degraded impacting significant aspects of Client's business operations. ISC and Client are willing to commit full-time resources during ISC's "Normal Business Hours," as defined on Attachment B, a copy of which is attached hereto and incorporated herein, in order to either resolve the situation or until the incident is de-escalated. Priority 3Hypothetical-Client's network performance is degraded. Network functionality is impaired, but most business operations continue. • Priority 4 Hypothetical-Client requires information or assistance on vendor product capabilities, or configuration. Any and all other services, not specified in Hypotheticals 1-4, will be addressed by ISC in a reasonable timeframe and manner, to be determined by ISC in ISC's sole discretion. 2.6 Incident Reporting ISC shall provide Client with a telephone number to be used by Client for making Priority 1 and 2 requests for support services under this Agreement. Aself-service portal will be given for opening Priority 3 and 4 requests, and for tracking the status of all requests. ISC shall provide a telephone response to Client within two (2) hours for "Priority 1 and 2" incidents and no later than the next business day for "Priority 3", and "Priority 4" incidents. Typical response is usually within 15 minutes for "Priority 1 and 2". Should the mutual determination be made that an engineer needs to go onsite, an engineer will be onsite within (4) hours of this determination being made. ISC, Inc., Proprietary and Confidential Page 3 Doc# 2755279\3 2.7 OEM Products If set forth in ISC's reseller agreement then in effect with the hardware Original Equipment Manufacturer ("OEM"), ISC shall provide Client with first level support for OEM hardware included on Covered Products. For all other products, Client shall be solely responsible for maintaining support contracts with the OEM manufacturer for its products. ISC, at its option and in its sole discretion, may assist with obtaining/maintaining said support contracts, but has no obligation under this Agreement to do so. 2.8 Hardware and/or Software acquired from Others If ISC determines that the resolution of a problem reported to it is related to hardware and/or software acquired by Client from an individual or entity other than ISC, and such hardware and/or software is not specifically designated as a Covered Product in Attachment A, ISC shall have no obligation under this Agreement with respect to that software and/or equipment. Further, Client shall be solely responsible for contacting that third party's support operation, if any, in order to resolve the problem at issue. Client shall be solely responsible for obtaining the required support and for the cost of such support, and ISC shall have no responsibility for support services or for the cost of repair with respect to problems arising from such hardware and/or software. 3. Client Responsibilities 3.1 Normal Operating Conditions Client must operate, store, and maintain the Covered Products in accordance with normal operating conditions as such concept is generally understood in the computer industry. In general, Client is responsible for maintaining an operational environment in which the Covered Products can operate and perform properly. Examples of unacceptable conditions include, but are not limited to, extreme heat, extreme cold, dusty environments, moist environments or installations where the hardware or software is exposed to outdoor elements or rapidly changing elements. In addition, Client is responsible for complying with ISC or the OEM's written installation, operation, backup, storage and support instructions relating to the Covered Products. ISC, Inc., Proprietary and Confidential Page 4 Doc# 2755279\3 3.2 Modifications It is expected that Client endeavors to actively participate in the change management of their overall network operating environment. ISC monitoring services will establish a baseline and will capture SNMP traps on an ongoing basis to identify Client introduced changes to the overall networking configuration environment. In most cases such changes which may ultimately cause a problem to the operating environment can be rolled back to baseline configurations maintained by ISC. In the event that any Covered Product has been moved or modified by any person or entity other than ISC, the initial resolution will be for ISC to roll Client back to baseline configurations. If roll back is not reasonably attainable to due nature of the change (i.e. physical equipment move or configuration changes falling outside of SNMP capture capabilities) which has resulted in damage or improper operation of Client's networking environment: a. ISC will expend best efforts advising Client on appropriate corrective action. b. To the extent ISC's efforts exceed reasonably acceptable customer support norms (2 hours), Client shall be invoiced by ISC separately, apart and in addition to ISC's standard customer support rates to be paid hereunder, and Client shall pay ISC for any time spent by ISC with respect to remediation of the moved/modified Covered Products at ISC's then current time and materials rate. 3.3 Additional Responsibilities Client shall be responsible for the following: (i) providing environment, electrical and telecommunications connections for Covered Product(s) as required for each Covered Product as specified by its manufacturer; (ii) providing access to the Covered Product(s) to enable ISC to perform the required support to such Covered Product(s); (iii) having a representative available during any on-site support activity; (iv) maintaining, at Client's sole cost and expense, all software and supportable levels as defined by that product's manufacturer. ISC, Inc., Proprietary and Confidential Page 5 Doc# 2755279\3 3.4 System Access Client shall provide ISC with an outside IP address from its Internet Service Provider ("ISP") for connection to equipment owned by ISC. This connection will be for the termination of a Local Area Network-to-Local Area Network ("LAN-to-LAN") VPN tunnel and for monitoring and support of the Covered Products. If ISC's equipment is not located on Client's premises, a remote access VPN connection will be required and provided to ISC by client. 4. Covered Products Exclusions The support services to be provided by ISC under this Agreement do not cover repair for damages, malfunctions or service failures due to: (i) the storage, operation or support of the Covered Products under any condition other than normal operating conditions (ii) any repair or support of the Covered Products which was performed by non-ISC personnel; (iii) Client's failure to follow ISC's or OEM's written operation, storage or support instructions; (iv) abuse, misuse or negligent acts affecting the Covered Products; (v) power surges; (vi) any damage or system failure resulting from Client moving any of the Covered Products; (vii) any damage or system failure resulting from the modification of any Covered Products; (viii) the removal or alteration of the original identification marks from any product; (ix) the software is being used by Client in violation of its license; (x) Client's failure to upgrade software to supportable levels as defined by that product's manufacturer; or (xi) any other failure of Client to comply with the provisions stated in this Agreement. 5. Standard Terms and Conditions 5.1 Limitation of Liability Client agrees that regardless of the claim or the form in which any legal or equitable action may be brought by Client against ISC shall not be liable for any indirect, special, incidental, consequential or exemplary damages, including but not limited to, loss of profits, promotional or manufacturing expenses, overhead, injury to reputation, loss of customers or any other matter not directly related to ISC assigned projects and maintenance performed by ISC at Client's site. In no event shall ISC be liable to Client hereunder for any amounts in excess of the amounts paid hereunder by Client to ISC within the six (6) months immediately prior to the incident or event in dispute or question that purportedly caused the damages alleged by Client. ISC, Inc., Proprietary and Confidential Page 6 Doc# 2755279\3 5.2 Client Cooperation Client acknowledges and agrees that the ability of ISC to provide the services provided under this Agreement requires that Client provide ISC with all required information, cooperation and access to Client's network necessary for ISC to perform its obligations hereunder. In addition, Client acknowledges and agrees that Client is responsible for purchasing any additional software, SmartNet or other similar maintenance contracts, hardware and/or equipment contemplated by this Agreement or otherwise required to permit ISC to provide the services contemplated hereunder. ISC shall not be liable for any failure to provide the services if Client fails to honor such obligations or if such actions are undertaken by ISC in reliance upon inaccurate, incorrect or incomplete information provided by Client. 5.3 Payment Client agrees to pay to ISC the amounts contained in Attachment C in exchange for the services provided to Client by ISC as set forth in this Agreement. Client shall promptly make all payments to ISC within thirty (30) calendar days to be calculated from the date on the invoice supplied to Client by ISC. Payment shall be sent by Client to such location as directed on the invoice supplied by ISC. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the Client nor shall any payment be made to ISC for any work done after December 31, 2010, without the written approval of the Client in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. 29-1-101 et. seq.). The parties recognize that the Client is a governmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. ISC, Inc., Proprietary and Confidential Page 7 Doc# 2755279\3 6. Force Majeure ISC shall not be liable for, nor be deemed to be in default by reason of, any delay or failure in the performance of its obligations (or any part thereof) under this Agreement, when such delay or failure is caused, in whole or in part, by circumstances constituting force majeure, including without limitation, an act of God, war, riot, strike, fire, flood, lockouts, labor disputes slowing down production, epidemics, accidents, delays in routing, shortages in fuel, raw materials, labor or transportation facilities, equipment failure, power outages, communications outages and actions or omissions by third-party vendors or failure or delay on the part of subcontractors, suppliers or carriers, change in governmental regulations, or any other cause or circumstance, direct or indirect, beyond ISC's reasonable control. Such failure or delay, to the extent it hinders ISC's performance or any other undertaking under this Agreement, will extend the time for performing the same for as many days beyond the applicable performance date as is required to correct the effects of such force majeure event. 7. Miscellaneous 7.1 Governing Law and Venue This Agreement will be governed by the laws of the State of ~er~g Colorado and any legal proceeding arising out of or in connection with this Agreement shall be brought in the Fifth Judicial District in Eagle County, Colorado, each of the parties hereby consenting to the exclusive jurisdiction of said courts for this purpose. 7.2 Attorney Fees If any lawsuit or arbitration action is instituted in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees incurred in such lawsuit or arbitration action and on any appeal from any judgment or decree entered therein. 7.3 No Assignment by Client Client may not sell, assign, or otherwise transfer its rights or obligations under this Agreement. 7.4 Successors and Assigns All terms and conditions of this Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns. ISC, Inc., Proprietary and Confidential Page 8 Doc# 2755279\3 7.5 Amendment This Agreement may not be modified or amended except by written agreement of the parties. 7.6 Severability If any provision of this Agreement is found to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected, and each remaining provision of this Agreement shall remain in effect and shall be enforceable to the fullest extent permitted by law. 7.7 Notices All notices provided for hereunder, unless otherwise specified in this Agreement, shall be in writing and shall be deemed given and received (a) when personally delivered or (b) upon depositing such notices in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the applicable party at the addresses stated in the initial paragraphs of this Agreement or, as to each party, at such other address as shall be designated by such party in a written notice to the other party in accordance with this provision. 7.8 Headings All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. 7.9 Acknowledgment Client acknowledges that it has had the opportunity to discuss this matter with and obtain advice from its private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 7.10 Counterparts This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. This Agreement may be executed via photocopied or facsimile signatures hereto, and any such signatures shall be treated as if they were original signatures hereto. ISC, Inc., Proprietary and Confidential Page 9 Doc# 2755279\3 7.11 Breach In the event of a breach of this Agreement by any party hereto, the non- breaching party shall give the breaching party written notice describing the nature of the alleged breach, and granting the breaching party ten (10) days to cure same. If the breaching party fails to take reasonable actions to cure such alleged breach within said ten (10) day cure period, the non- breaching party may terminate this Agreement by providing written notification of the termination to the other party, and notifying the other party of any amounts or damages that remain due and owing by the other party hereto, which owed amounts or damages shall be a continuing obligation of the breaching party to the non-breaching party and shall survive termination hereof this Agreement. 7.12 Independent Contractor With respect to the provision of the services hereunder, ISC acknowledges that it is an independent contractor providing services to Client. Nothing in this Agreement shall be deemed to make ISC an agent, employee, partner or representative of Client. Moreover, this Agreement creates no entitlement to participate in any of the Employee Benefit Plans of Client including insurance, paid vacation and recognized holidays. ISC shall not have the authority to, and will not make, any commitments or enter into any agreement with any party on behalf of Client without the written consent of a senior management representative of Client. ISC will maintain liability, unemployment and workman's compensation insurance on his/her own behalf, as necessary. [Balance of Page Intentionally Left Blank.] ISC, Inc., Proprietary and Confidential Page 10 Doc# 2755279\3 IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Agreement to be duly executed as of the Effective Date. ISC, INC. By. ignature) Name: ~e6nar~ ~ci N ~ Title: /L1ar ~~' CSC. Date: ~ Z ~Z 9 ~ ~ EAGLE COUNTY GOVERNMENT By. ;. ~~ ~ (Signature) Name: f~,~~ ~ ,~%~.~7`~ Title: cc -~.~ Date: ice- ,~ / _-~ ~- ISC, Inc., Proprietary and Confidential Page 11 Doc# 2755279\3 Attachment A Covered Products~`* VG224 C2821-VSEC/K9 C2821-VSEC/K9 MCS-7835-H2-RC 1 SW-ER-2.0-SVR-K9= KEY-ER2.X-100= KEY-ER2.X-100= SW-CUP6.0-K9= WS-C2960-24PC-L WS-C3560-24PS-S CISCO1751 WS-C2950-24 CISCO1751-V VG224 CISCO3725 WS-C3550-24-SMI WS-C3550-48-SMI WS-C2950G-24-EI WS-C2950G-48-EI AIR-AP1120B-A-K9 AIR-AP11206-A-K9 AIR-AP 1120 B-A-K9 PWR675-AC-RPS-N 1= WS-C3750G-24TS-E WS-C3750G-24TS-S WS-C2940-8TF-S AIR-AP1121 G-A-K9 AIR-AP1121 G-A-K9 AIR-AP1121 G-A-K9 AIR-AP1121 G-A-K9 WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-24PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S ISC, Inc., Proprietary and Confidential Page 12 Doc# 2755279\3 ~ ~~ WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C3560-48PS-S WS-C2950SX-48-SI CISCO2811 WS-C6509-E ASA5520-K8 ASA5520-BUN-K9 WS-C3560G-24TS-S CISCO2801 WS-C3560-24TS-S AIR-AP1242AG-A-K9 AIR-AP1242AG-A-K9 AIR-AP1242AG-A-K9 AIR-AP1242AG-A-K9 AIR-AP1242AG-A-K9 AIR-AP 1242AG-A-K9 AIR-AP1242AG-A-K9 AIR-AP1242AG-A-K9 WS-C2960-48TC-L WS-C2960G-24TC-L WS-C2960G-24TC-L WS-C2960G-24TC-L C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C2811-VSEC-SRST/K9 C3845-VSEC-SRST/K9 C2851-VSEC-SRST/K9 C2851-VSEC-SRST/K9 C2851-VSEC-SRST/K9 C2821-VSEC-SRST/K9 C2821-VSEC-SRST/K9 C2821-VSEC-SRST/K9 MCS-7835-H2-IPC1 MCS-7835-H2-I PC 1 MCS-7835-H2-I PC 1 MCS-7835-H2-ECS1 WS-C3560-8PC-S WS-C3560-8PC-S WS-C3560-8PC-S WS-C3560-8PC-S WS-C3560-8PC-S WS-C3560-8PC-S WS-C3560-8PC-S CP-7921 G-A-K9= AIR-WLC2106-K9 CSACSE-4.0-SW-K9 ISC, Inc., Proprietary and Confidential Page 13 Doc# 2755279\3 KEY-ER2.X-100= KEY-ER2.X-100= ** Any items outside of this "Attachment A" will require Client to provide ISC, in writing, documentation as to what is desired. ISC has the option to perform or not perform the additional services at it's sole discretion. Additional fees may be incurred for this work. ISC, Inc., Proprietary and Confidential Page 14 Doc# 2755279\3 Attachment B Support Level Agreement • Unlimited remote phone support of supported network equipment. • Monthly reports of contract usage, • Monthly network reports showing utilization, uptime, and alerts. • Continual monitoring and alerting of network equipment to identify any problems, including all Cisco Firewalls, Switches, and Intrusion Detection. • Customer access to support tools. • Web portal access to ISC case management system, which will provide for the logging, status, and resolution to all calls and changes that occur to the network equipment. ISC, Inc., Proprietary and Confidential Page 15 Doc# 2755279\3 Attachment C Support Agreement Pricing • 6-Month Term o Year 1 - $24,000.00 ISC, Inc., Proprietary and Confidential Page 16 Doc# 2755279\3