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HomeMy WebLinkAboutC11-217 ISC, Inc. AGREEMENT FOR CISCO UNITY UPGRADE BETWEEN EAGLE COUNTY, COLORADO AND ISC, Inc. THIS AGREEMENT ( "Agreement ") dated as of this 91 day of , 2011, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), and ISC, Inc. located at 411 East "E" Street, Casper, Wyoming 82601( "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 associated with an onsite Cisco Unity Connection Upgrade as more particularly set forth in the attached Exhibit "A," (hereinafter called "Services" or "Consulting Services ") incorporated herein by reference. 1.2 Consultant shall not perform any additional services without an amendment to this Agreement executed by both parties. Such amendment will set forth the scope of work and cost associated with the additional services. Except as may be expressly altered by the amendment, all terms and conditions of this 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 with third parties that will conflict in any manner with the Consulting Services. 2/1- 9\'1 r 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 until the Services are complete. 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. At the conclusion of the Services ongoing customer support shall be provided pursuant to the Support Agreement between the parties dated January 18, 2011. 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 satisfactorily 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 workman's compensation and unemployment insurance as required by law; commercial auto coverage, commercial general liability and errors and omissions insurance each with limits of not less than $1,000,000 per occurrence. 4. Compensation: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant a fee NOT TO EXCEED $4,950.00 upon successful completion of the Consulting Services. 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. In the event the Consultant's Services include reimbursable expenses, the County must approve such reimbursable expenses in advance and such expenses shall be billed at cost without mark up. Fees for any additional services will be as set forth in an executed amendment between the parties. Fees will be paid upon completion of the Services and within thirty (30) days of receipt of a proper and accurate invoice from Consultant identifying the Consulting Services. The invoice shall include a description of Services performed. 2 Upon request, Consultant shall provide County with such other supporting information as County may request. 42 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/ Service Requirements: 5.1 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. 5.2 Consultant shall keep County informed at all times during the performance of the Services and shall obtain access as approved by County to County's IT systems, hardware and software. 6. Indemnification: 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 attomey'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: 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 3 Agreement County is relying upon the professional services and reputation of Consultant and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 9. Notices: 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Eagle County Innovation and Technology Director 500 Broadway PO Box 850 Eagle, CO 81631 Telephone: 970- 328 -3581 Facsimile: 970- 328 -3599 with a copy to: Eagle County Attorney's Office 500 Broadway PO Box 850 Eagle, CO 81631 (b) ISC Attn: Matt Hammer 401 East "E" Street Casper, WY 82601 Telephone: 303 - 918 -9440 (mobile) Telephone: 888 -525 -8933 (Office) Facsimile: 307 -473 -8991 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 4 shall be in the Fifth Judicial District for the State of Colorado. 102 Nothing herein shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act, C.R.S. 24 -10 -101 et. seq. as applicable now or hereafter amended. 10.3 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 be 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. 112 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. 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 710 y: Keith Montag ISC, Inc. B. 5 EXHIBIT A SERVICES Overview The following Statement of Work ( "Services ") is for an onsite Cisco Unity Connection Upgrade project that ISC will be performing with Eagle County Government. Eagle County Government has requested ISC's assistance with the deployment of Cisco Unity Connection Upgrade, which will be further defined in the Project Scope section of this Statement of Work. This $ tatement of Work will cover all tasks and related issues to complete Cisco Unity Connection Upgr4de. The ifollowing list of equipment is covered under this statement of work: • 2 HP 1GB PC2 -5300 RAM • 2 HP 146GB 10k RPM 2.5" HDD Project Scope •! ISC will provide Eagle County Government with onsite support for the Cisco Unity Connection Upgrade. This project will include the following tasks: o ISC will utilize the Cisco Product Upgrade tool to register for the Unity Connection 8.5 upgrade software. o ISC will run a backup on the current server using BARS to gather user, passwords, call handlers, schedules, etc. Messages will not be backed up as the existing messages are stored in the customer Exchange instance. o ISC will ensure the backup integrity by walking the database o ISC will uninstall the customer's existing Unity application and bring down the server. o ISC will install the memory and hard disk upgrades into existing customer equipment. o ISC will power on the server and install Unity Connection 8.5. o ISC will integrate Unity Connection with the existing CUCM. o ISC will integrate Unity Connection with the customer's existing Exchange instance. o ISC will restore the Unity database using the COBRAS Import utility for Unity Connection. o ISC will verify Unity Connection integration, as well as call handlers and time schedules if present. o ISC will configure the integration with the customer's existing Exchange instance. o ISC will provide basic administration /troubleshooting training to the customer on Unity Connection 8.5. o ISC will work with Eagle County Government to make sure that all the configurations made are working. If there are issues that arise after the installation, ISC will work with Eagle County Government to follow best practice guidelines in correcting any issues associated with the upgrade. 6 Project Assumptions • Eagle County Government is responsible to make sure all the equipment has the correct power. • Eagle County Government must have a current software maintenance contract in order to upgrade the licensed Cisco software. • Eagle County Government is responsible for providing the proper access to facilities at the requested times to allow the ISC engineering teams to successfully perform the installation as described in this Statement of Work. • Additional charges to Eagle County Government will apply for items not specifically provided for in this proposal. Anything required by Eagle County Government outside of the scope of this document must be requested in writing. Fees and timeline adjustments, if any, will be assessed in writing by ISC and the project scope will be modified accordingly by ISC. • ISC is not responsible for the performance or quality of third -party vendors not brought in by ISC. If these vendors affect the project time line, additional fees might be assessed to Eagle County Government. • ISC will NOT be responsible for any engineering changes on any component of Eagle County Government entire infrastructure, including any installation or configuration changes, made by Eagle County Government staff or other vendors after project completion. ISC can be contracted to provide any installation and configuration services not covered in this Statement of Work on a time and materials basis. Project Deliverables Electronic documentation will be provided as part of this project. Project Schedule The Project Schedule will be developed and mutually agreed upon by representatives of ISC and Eagle County Government after contract signing. All Services and meetings, unless otherwise agreed upon by both ISC and Eagle County Government, will be performed during normal business hours (8 A.M. to 5 P.M. Local Time), Monday— Friday. ISC can accommodate requests to work after -hours if necessary for this project. Project Changes Any changes to the project scope, duration, assumptions, deliverables, pricing, or approach shall be made in writing and mutually agreed to by both Eagle County Government and ISC. Any amendment for a change to this Agreement will include the reason for the requested change, a specific description of the change, and the anticipated impact on the project schedule, deliverables, approach, and pricing. Either party may request a change in scope. ISC will not undertake any changes in scope until the change has been documented, priced, and agreed to by Eagle County Government and ISC. 7 ■ I 1 I > As p rt of the change control process, a determination will be made as to the impact of the change on t project's budget and schedule. All changes, even those that do not alter the original price, will e documented before being implemented. ISC will assign a single point of contact for change orde s. Eagle County Government will designate a single point of contact in conjunction with the acce tance of this proposal. Note If any issues or problems arise, that are beyond the scope of this Statement of Work, this agre ment will be modified to reflect additional changes and charges that will be mutually agreed upon; by Eagle County Government and ISC. 1 Project Acceptance Upoi receipt of the electronic documentation, Eagle County Government shall have five (5) busi ess days to review and request changes, if any, and provide written acceptance of the project as b 'rig complete. In the event that changes are requested, ISC shall review such request, and mak4 the appropriate changes. ISC shall then resubmit the documentation to Eagle County Government, and it shall be deemed acceptable upon this resubmission. If no changes are specified, then work is deemed accepted upon notice from ISC that the work is complete. Site not ready If on¢ite ISC personnel is delayed more than one hour per site by those aspects of the engagement that .re outside of ISC's control (i.e. Telco circuit delays, network non - availability, existing or reuso hardware /cable failures, etc.), or a delay is caused by incorrect information or a lack of information required from Eagle County Government, the delay time may be charged at ISC's norn#al Time & Materials rate. Project Contacts Naliff, and C Pan uary Phone Pager /Cell � Number i1 , er u, 'Number , , _ z ?,` -, h ' - ,„ Matt Hammer 888 -525 -8933 303 - 918 -9440 matt @isccorp.net Liz Orr 888 -525 -8933 720 - 279 -5805 lorr @isccorp.net John Bergeron 888 -525 -8933 720 - 289 -1263 jbergeron@isccorp.net Jake Klearman Jake.Klearman @eaglecounty.us ISC IOC 866.622.6722 iscnoc @isccorp.net Project Completion and Customer Acceptance Upo satisfactory completion of the Services, County will acknowledge the same in writing to Con4ultant. Upon such acknowledgement, the 30 day maintenance window is effective on the date belo . ISC will perform any necessary maintenance on the items included in this Statement of Work, where applicable, free of charge for that 30 day period. After 30 days, maintenance will be charged as set forth in the existing Support Agreement dated January 18, 2011 between the parties. 8 i 9 I