HomeMy WebLinkAboutC14-082 ISC Support Agreement Sup Jort Agreement Eagle Count
EAGLE COUNTY
CUSTOMER SUPPORT CENTER
1. Support Agreement
1.1 Parties to Agreement
This Support Agreement (the "Agreement") is made and entered into on
thiat 201 I(the "Effective Date") between ISC, located
at 401 East "E" Street, Casper Wyoming 82601 ("ISC') and Eagle County,
located at 500 Broadway, Eagle, CO 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 and Payment Terms
2.1 Term and Support Coverage
The term of this Agreement shall commence on the 1st day of January,
2014, and shall continue thereafter until December 31, 2014 (the "Term").
ISC shall, during the Term of this Agreement, provide remedial support
to Client for the products delineated in Attachment A (the "Covered
Products"), a copy of which is attached hereto and incorporated herein.
Payment for this engagement will be paid in advance, invoiced in full
for the 12-month term of the contract. The price for the contract terms
contained herein will be in the amount of$20,640.00.
ISC,Inc.,Proprietary and Confidential Page 1
Doc# 2755279\3
Support Agreement Eagle County
provided outside of normal business hours will be billed at$240.00 per
hour.
2.2 Problem Diagnosis
ISC shall utilize its reasonable business efforts during the Term hereof to
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. Eagle County Government personnel
will initiate all problem calls, as ISC will not be monitoring Eagle County
Government equipment as a part of this engagement. All support calls
received outside of normal business hours (8-5, Monday through Friday)
will be billed at time and a half or$240.00/hourly.
2.3 Incident Priority Definitions
Support services for Client shall be handled by ISC in the following priority:
• Priority 1 Hypothetical—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," (8 a.m. —5 p.m. Mountain Time) in order to
either resolve the situation or until the incident is de-escalated.
• Priority 3 Hypothetical—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.
2.4 Incident Reporting
ISC,Inc.,Proprietary and Confidential Page 2
Doc#2755279\3
Support Agreement Eagle County
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. ISC shall provide a telephone response to Client within four
(4) hours for"Priority 1 and 2"incidents and no later than the next
business day for"Priority 3", and "Priority 4" incidents.
2.5 OEM Products
If set forth in ISO'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.
2.7 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.
2.8 Onsite Engineering Services
ISC will provide twelve days of high-level onsite engineering services
(scheduled every other month) to be utilized by Eagle County Government
at their discretion (the "Services"). The Services will be provided for
troubleshooting, problem resolution and remediation, consultation services
for new projects and training for Eagle County IT personnel.
The Services will only be for twelve days, during the term of this
agreement. Additional onsite days will be billed at a discounted rate of
$1,720.00 per day. Eagle County IT personnel will provide a list of tasks
to be completed by ISC, seven days in advance of ISC arriving onsite.
ISC,Inc.,Proprietary and Confidential Page 3
Doc#2755279\3
Support Agreement Eagle County
This will allow ISC to schedule the appropriate resource for the onsite
engagement.
Start and end times will be mutually-agreed upon by ISC and Eagle
County Government, to ensure that Eagle County receives a full day of
onsite services. In the event that specific services require after hours work,
this will be identified by 1SC Project Management and Eagle County
Government personnel. The contract amount provided hereunder is
intended to include and cover one overnight stay per onsite visit performed
by 1SC. In the event that an additional overnight stay is deemed
necessary and agreed upon by Eagle County and ISC, a per diem charge
of$150.00/engineer will be billed to the County for lodging and meals.
2.9 Project Engineering Services
For engineering services outside of the 2-day, onsite engagements
specified in this contract, 1SC will provide an estimate and proposal for
project services. Prior to providing a purchase order for onsite, project
services, ISC will provide engineering availability to Eagle County
Government.
Based on availability of onsite resources and the ability of ISC to complete
projects in accordance with Eagle County Government timelines, ISC will
require a purchase order for scheduling of onsite resources. An electronic
confirmation (in email form)will be accepted by•ISC Project Management
for work to be performed onsite. Technical documentation outlining
services to be performed and any required equipment will be mutually
agreed upon, prior to acceptance of confirmation. ISC will consider this
confirmation email as formal acceptance of services to be performed and
will schedule appropriate resources for onsite, project services.
2.10 Standard of Care
ISC shall perform the Services (as well as any additional remote services
for which ISC may be engaged by Eagle County) with care, skill and
diligence in accordance with the applicable professional standards, and
shall be responsible for the professional quality, technical accuracy,
completeness, and coordination of all work product and/or Services
furnished under the Agreement.
3. Client Responsibilities
3.1 Normal Operating Conditions
ISC,Inc.,Proprietary and Confidential Page 4
Doc#2755279\3
•
Support Agreement angle County
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.
3.2 Modifications
In the event that any Covered Product has been moved or modified by any
person or entity other than ISC, and in ISC's reasonable opinion, damage
or improper operation has resulted from such action, Client shall be
invoiced by ISC separate, 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.
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 Eagle
County Government. 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.
ISC,Inc.,Proprietary and Confidential Page 5
Doc#2755279\3
Support Agreement Eagle County
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, 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. Except as to indemnification obligations
under this Agreement, the total cumulative liability of ISC for all claims
arising under this Agreement, whether in contract, tort or otherwise, shall
be limited to, and in no event shall be greater than ISC's limits of
insurance as required by this Agreement..
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, Smart Net or other similar maintenance contracts,
hardware and/or equipment contemplated by this Agreement or otherwise
{
ISC,Inc.,Proprietary and Confidential Page 6
Doc#2755279\3
77;4egtvaolW
Support Agreement I igle County
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.
5.4 Indemnification
ISC agrees, to the fullest extent permitted by law, to indemnify and hold
harmless the County, its officers, directors and employees against all
damages, liabilities, or costs, including reasonable attorney's fees and
defense costs, to the extent arising out of ISC's performance of the
Services to be provided under this Agreement.
5.5 Insurance
ISC will maintain workmans compensation and unemployment insurance
as required by law, commercial auto insurance coverage, commercial
general liability and errors and omissions insurance, each with limits of not
less than $1,000,000 per occurrence.
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,Inc.,Proprietary and Confidential Page 7
Doc#2755274\3
1 '
"' Support Agreement Eagle County
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. Dispute Resolution
Any dispute, controversy or claim arising out of or in connection with or relating to
this Agreement or any breach or alleged breach hereof, including interpretation
and enforcement of this Agreement, shall first be attempted to be resolved by
good faith negotiation between the parties. In the event such negotiation does
not resolve the dispute, the aggrieved party may then file an action in the District
Court in and for Eagle County, Colorado, and the parties hereby agree and
submit to the jurisdiction and venue of such court to decide any such
dispute. The parties agree that any final judgment by a court, as permitted
hereby, in any action or proceeding, may be enforced in any other state or
federal court by suit on the judgment or in any manner provided by law. The
parties hereby commit to resolving all disputes in good faith, with the minimum
expense and in the most expeditious manner.
8. Miscellaneous
8.1 Governing Law and Venue
This Agreement will be governed by the laws of the State of Colorado and any legal
proceeding arising out of or in connection with this Agreement shall be brought in the
appropriate courts of the State of Colorado, each of the parties hereby consenting to the
exclusive jurisdiction of said courts for this purpose.
8.2 Attorney Fees
If any lawsuit 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.
8.3 No Assignment by Client
Client may not sell, assign, or otherwise transfer its rights or obligations
under this Agreement.
8.4 Successors and Assigns
ISC,Inc.,Proprietary and Confidential Page 8
Doc#2755279\3
Support Agreement Eagle County
All terms and conditions of this Agreement shall be binding upon the
parties hereto and their respective permitted successors and assigns.
8.5 Amendment
This Agreement may not be modified or amended except by written
agreement of the parties.
8.6 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.
8.7 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 accordanoeµwith this provision.
8.8 Headings
All captions and section headings used in this Agreement are for
convenient reference only and do not form a part of this Agreement.
8.9 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.
8.10 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
ISC,Inc.,Proprietary and Confidential Page 9
Doc#2755279\3
Support Agreement Eagle County
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.
8.11 Independent Contractor
It is expressly acknowledged and understood by the parties hereto that
nothing contained in this Agreement shall result in, or be construed as
establishing, an employment relationship. ISC shall be, and shall perform
as, an independent contractor. No technician, agent, subcontractor,
employee, or servant of ISC shall be, or shall be deemed to be, the
employee, agent or servant of County. 1SC shall be solely and entirely
responsible for its acts and for the acts of its technicians, agents,
employees, and servants during the performance of this agreement. ISC
shall not represent, act, purport to act or be deemed the agent,
representative, employee or servant of County.
8.12 Governmental Immunity
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.
8.13 Termination
County may terminate this Agreement at any time and for any reason or
no reason upon written notice to ISC specifying the date of termination,
which date shall be not less than ten (10) days from the date of the
notice. In the event of any termination of this Agreement, ISC shall
forthwith refund to the County the prorated portion of the full contract
amount, prorated based on the number of onsite visits provided prior to
the termination date and return unused products, materials, documents
and reports, entirely or partially completed, whether in electronic form or
otherwise to County, together with any other data or materials supplied by
County.
8.14 Budget and Appropriation
Notwithstanding anything to the contrary contained in this Agreement,
County shall have no obligations under this Agreement after, nor shall any
payments be made to ISC in respect of any period after December 31,
2014 without an appropriation therefore by County in accordance with a
budget adopted by the Board of County Commissioners in compliance
ISC,Inc.,Proprietary and Confidential Page 10
Doc#2755279\3
Support Agreement Eagle Count
with Article 25, Title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
8.15 Third Party Beneficiary
Nothing herein expressed or implied is intended or should be construed to
confer or give to any person or entity other than the County or ISC and
their respective successors and assigns, any right, remedy or claim under
or by reason hereof of by reason of any covenant or condition herein
contained.
8.16 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.
[Balance of Page Intentionally Left Blank.]
1SC,Inc.,Proprietary and Confidential Page 11
Doc#2755279\3
Support Agreement Eagle County
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. EAGLE COUNTY
,, /
By: l B . �- .�►
ignature) /.'" (Signature)
Name: 0)/fri C --/Wav/Sc-kcal-117 Name: Le, -. IJ 0('ti" n
Title: nEO Title: v'PJ i-7%+ tA/Ae'v/'&r!!._
f
Date: -t0 .2d/ Date: "/i U 1 1 LI
ISC,Inc.,Proprietary and Confidential Page 12
Doc#2755279\3
i
Support Agreement Eagle County
Attachment A
Covered Products**
o All Cisco Systems products attached to the Eagle County
Government Wide Area and Local Area network(s).
o All Voice, Data and Wireless networking (Cisco Systems')
equipment will be covered under this agreement.
**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 its sole discretion. Additional fees may be incurred for this work.
ISC,Inc.,Proprietary and Confidential Page 13
Doc#2755279\3
Support Agreement Eagle County
Attachment B
Support Level Agreement
• No pre-paid hours of remote phone support of supported network equipment.
• Call-in support(during normal business hours) will be provided at$185.00/hr.
• Call-in support(outside of normal business hours) will be provided at
$240.00/hr.
• Twelve days of onsite engineering support, provided in two-day increments.
ISC,Inc.,Proprietary and Confidential Page 14
Doc#2755279\3
Support Agreement Eagle County
Attachment C
Support Agreement Pricing
• 1 Year Term
o Year 1 - $20,640.00 for twelve days onsite engineering.
ISC,Inc.,Proprietary and Confidential Page 15
Doc#2755279\3
