HomeMy WebLinkAboutC14-311 Cireson , AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY,COLORADO AND CIRESON THIS AGREEMENT("Agreement")is effective as of the day of A '.4 _ ,2014 by and between Cireson,LLC,a California limited liability company(hereinafter"Contractor"o Q Consultant")and Eagle County, Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,the County desires to engage a contractor to upgrade Microsoft System Center 2007 Configuration Manager to Microsoft System Center 2012 Configuration Manager("SCCM")(the"Project"). WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time, skill,expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement.The Services will include a project kickoff meeting and a complete Assessment,Design and Implementation of SCCM with Cross-Training to replace the current System Management Solution.The SCCM Upgrade with Cross-Training will consist of an assessment for the current SCCM 2007 environment,mapping these business requirements to the full design of the implementation and a complete implementation for the SCCM 2012 platform. a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A,then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Innovative and Technology Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through the 31 s`day of December, 2014. , N 4. tension or Modification. Any amendments or modifications shall be in writing signed by both parties. No additi nal services or work performed by Contractor shall be the basis for additional compensation unless and until Cont actor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services,and no claim that County ha$been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment,shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed hand payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$17,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a, Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper an accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performe who performed each task and such other detail as County may request. b' Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified bn Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries,bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c, If,at any time during the term or after termination or expiration of this Agreement,County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County,Contractor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall forthwith be returned to County. d County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant t4 the terms of this Agreement. e Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligation under this Agreement after,nor shall any payments be made to Contractor in respect of any period after Decemberl31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance 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). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular teputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent,which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all 2 Eagle County Professional Services IT Final 4/24/14 1 1 personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection,in its reasonable discretion,shall be assigned to the Project. Contractor shall require each subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this.Agreement,assumes toward County.County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. iv. Professional Liability(Errors and Omissions) with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $1,000,000 in the aggregate. The insurance shall provide coverage for(i) liability arising from theft,dissemination and/or use of confidential information stored or transmitted in electronic form; (ii)Network Security Liability arising from unauthorized access to,use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system,network or similar computer related property and the data,software and programs thereon. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. 3 Eagle County Professional Services IT Final 4/24/14 iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protection$provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteers; v. Contractor is not entitled to workers' compensation benefits except as provided the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provide by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. I 8. I demnification. The Contractor shall indemnify and hold harmless County,and any of its officers,agents and emplo ees against any losses,claims,damages or liabilities for which County may become subject to insofar as any such 1 sses,claims,damages or liabilities arise out of,directly or indirectly,this Agreement,or are based upon any perfo ance or nonperformance by Contractor or any of its subcontractors hereunder;and Contractor shall reimburse ounty for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with inves 'gating or defending any such loss,claim,damage,liability or action. This indemnification shall not apply to cl ims by third parties against the County to the extent that County is liable to such third party for such claims wit out regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. O,vnership of Documents. All documents(including electronic files)and materials obtained during, purchased Or prepared 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 Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,Or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other co}nparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent Via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,tide and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY:I Eagle Cou ty,Colorado Attention:(eith Adler 500 BroadIvay Post Office Box 850 Eagle,CO$1631 Telephone:)970-328-8616 Facsimile: 970-328-3599 E-Mail:Keith.Adler @eaglecounty.us 4 Eagle County Professional Services IT Final 4/24/14 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONTRACTOR: Seth Coussens Seth.Coussens @cireson.com 254-630-8352 www.cireson.com@teamcireson 11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement maybe executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement.Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property,and with all local conditions, federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. 5 Eagle County Professional Services IT Final 4/24/14 l e.1 Contractor shall be responsible for the completeness and accuracy of the Services and shall correct,at kts sole expense,all significant errors and omissions in performance of the Services. The fact that the County h4 accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill 4nd diligence applicable to contractors performing similar services. Contractor represents and warrants that it has flie expertise and personnel necessary to properly perform the Services and shall comply with the highest standards cif customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement.This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. g This Agreement constitutes an agreement for performance of the Services by Contractor as an independe t contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a re ationship of employer-employee,master-servant,partnership,joint venture or any other relationship between C unty and Contractor except that of independent contractor.Contractor shall have no authority to bind County. h Contractor represents and warrants that at all times in the performance of the Services,Contractor shall corn ly with any and all applicable laws,codes,rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter herof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. L This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder Tare reserved solely for the parties,and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. Nb waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. M. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or[enforceability of any other provision hereof. ny The signatories to this Agreement aver to their knowledge no employee of the County has any personal of beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no benOficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services acid Contractor shall not employ any person having such known interests. o. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 6 1 Eagle County Professional Services IT Final 4/24/14 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER AIIIP Keith P.Montag,County Manager CONTRACTOR: CIRESON,LLC,a California limited liability company By: Print Name: Chris Ross Title:Manager 7 Eagle County Professional Services IT Final 4/24/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 8 Eagle County Professional Services IT Final 4/24/14 • cireson i smart people. smarter solutions. Statement of Work Prepared for 4.040 EAGLE COUNTY System Center 2012 Configuration Manager Upgrade with Cross-Training May 7, 2014 Prepared by: Seth Coussens Seth.coussens@cireson.com 254-63o-8352 www.cireson.com @teamcireson ©Copyright Cireson 2013.The information,which is contained in this document,is the property of Cireson.The contents of the document must not be reproduced or disclosed wholly or in part or used for purposes other than that for which it is supplied without the prior written permission of Cireson. EXHIBIT A cnescn I Contents General liformation 2 Solution overview 2 Project Scope 2 Project Deliverables 5 Exclusions from Scope 5 Project Assumptions 5 Customer Responsibilities 6 Fee Schedule 7 Travel and Living Expenses 7 Payment Terms 7 Change Fequests 7 Approvals 8 ©Copyright 2013 Cireson, LLC 1 of 8 Cireson Confidential • clfeson General Information This Statement of Work("SOW")is entered into between Eagle County("Eagle County")and Cireson ("Cireson").The method of delivery for this SOW is a time&materials fashion—Professional Services Hours. Cireson Contact Information: Contact Name: Seth Coussens Street Address 396o W. Point Loma Blvd,#H290 City,State,Zip: San Diego,CA 92110 E-Mail Address: seth.coussens@.creson.com_ Phone#: (254)630-8352 Eagle County Contact Information: Contact Name: Keith Adler Street Address P.O.Box 85o City,State,Zip: Eagle,CO E-Mail Address: Keth.adl_er@_eaglecounty.us Phone#: 970.328.8616 Solution Overview The following represents the high-level requirements and objectives of this project.Cireson will provide professional services in a time&materials fashion to upgrade Microsoft System Center 2007 Configuration Manager("SCCM")to Microsoft System Center 2012 Configuration Manager("SCCM").The project will include a complete Assessment, Design and Implementation of SCCM with Cross-Training to replace the current System Management Solution. The SCCM Upgrade with Cross-Training will consist of an assessment for the current SCCM 2007 environment, mapping these business requirements to the full design of the implementation and a complete implementation for the SCCM 2012 platform. Project Scope System Center-SCCM Upgrade with Cross-Training Cross-training of System Center • Cross-training of System Center will be conducted for SCCM.Cross-training includes side-by-side training on out of the box features,configured deployment per business requirements as stated in this SOW and general best practice for the overall configuration of System Center. Project Kick-Off Conduct a project kickoff meeting to initiate the project for the SCCM Upgrade with Cross-Training within System Center 2012 Configuration Manager(SCCM).This meeting will: • Introduction to the Eagle County Team • Identify roles and responsibilities for the duration of the project • Identify goals and outcomes required by the customer ©Copyright 2013 Cireson, LLC 2 of 8 Cireson Confidential C ireson • Identify and discuss any projects that may compete for resources or that may cause delays in this project SCCM Assessment Conduct an assessment for the current Systems Management requirements,and collect all relevant information about the Customer's environment: • Requirements Gathering(Personnel) Interview SCCM administrative personnel and subset of end users Interview Business Stake holders for requirements,planning,strategy • Infrastructure Review SCCM best practices Review SCCM infrastructure design Assess SCCM SQL architecture and planning considerations • Server configuration • Database settings • Sizing and planning Assess SCCM components,hardware and topological configuration/s Assess Active Directory services, Domain,Sites as it pertains to SCCM implementation • Users(meta-data) • Computers • Printers • Solition Features Assess Sites Servers, Management Servers,gateway Servers, Distributions Points,and Branch Distribution Points health,performance,and load Assess Configuration of individual features • Agent Configuration • Client OS Discovery • Asset Inventory • Software Metering • Software Distribution • Operating System Deployment • Power Management • Reporting - Assess Client health and loads for benchmarking and capacity planning - Asses Internet Based Client Management setup • Review - Review Assessment and Design Readiness findings • Provide System Center SCCM 2012 Assessment and Design Readiness Project Report • Review report recommendations SCCM Design and Implementation Conduct th design and implementation for SCCM within the customer's environment based upon the findings within the Assessment phase on the current Systems Management requirements: ©Copyright 2013 Cireson, LLC 3 of 8 Cireson Confidential clfeson • Requirements Gathering(Personnel) - Interview SCCM administrative personnel and subset of end users - Interview Business Stake holders for requirements,planning,strategy • Infrastructure - Design and implement the following Production Site System Roles • Central Site Server(1) • Primary Site Server(up to 1) • Distribution Points(up to 2) • PXE Point(up to 1) • Software Update Points(up to i) • Reporting Services Point(up to 1) - Design and implement the following Hierarchy Configurations • Active Directory System Discovery • Active Directory User Discovery • Site Boundaries and Boundary Groups - Design and implement Agent deployment • Client push installation settings o Uninstall of SCCM 2007 agents and installation of SCCM 2012 agents o Best practices for general agent installations • Deploy agent to Workstations(up to loo) • Deploy agent to Servers(up to 10) • Solution Features - Design and implement individual features • Agent Configuration(up to 2 custom policies) • Client OS Discovery(up to 1 custom policy) • Asset Inventory(configured) • Software Metering(configuration up to 2 enabled monitors) • Software Distribution (up to 2 Deployments) • Operating System Deployment for Windows 7 o Up to 1 hardware dependent image with custom Task Sequence • Power Management(up to 1 custom policy) • Reporting(ensure accessibility) - Assess Client health and loads for benchmarking and capacity planning Knowledge Transfer and Documentation • Provide Assessment and Design Project Report • Turn-over discussion and project completion • Cross-Training of System Center:SCCM Review • Review Assessment,Design, Implementation and Training of SCCM ©Copyright 2013 Cireson, LLC 4 of 8 Cireson Confidential • 0 c roson Project Deliverables System Center—SCCM Upgrade with Cross-Training • Complete Assessment and Design for SCCM Upgrade • Corrplete SCCM Upgrade • Provide Assessment, Design and Implementation Project Report • Cros-Training of System Center:SCCM Exclusions from Scope • Anything not specifically stated in the above Project Scope section of this document is outside the scope of this SOW. Project Assumptions • The Scope,approach,and deliverables for this initiative are based on our current understanding of the wor required to complete the objective. • All wor shall be scheduled and performed during normal Cireson business hours as reasonably possible,Monday through Thursday(onsite)and Friday(remote),8:3o AM—5:3o PM,except Holidays. • The Cireson team may perform portions of the work either on site or off site,depending on the nature of e4ch task. • The total cost assumes that Cireson resources are reasonably used in a full time capacity. Significant schedule delays could impact the estimated hours provided. • Cireson shall not take responsibility for any errors,incompatibilities or defects in third party software or network devices.Any errors,incompatibilities,or defects in such software or devices may add time and cost to this project. • Unl ss specifically noted,Cireson does not guarantee compliance with Sarbanes-Oxley, HIPAA,or any oth r regulatory or industry documentation requirements. • Cire on is not responsible for delays,errors,or omissions caused or incurred by other parties.Such delays,errors,or omissions may increase the time and cost of the project. • So a work items will be more accurately defined during the engagement. Should we encounter a deviation from the total estimated schedule or effort,as a result of the discovery,a change order will be presented for approval prior to commencement of the associated work. • Eagle County understands the success of this project is dependent upon the participation of internal Eagle County staff,third party vendors,and equipment availability based on the procurement of hardware to facilitate project needs if required. Participation levels will be communicated during the eng gement. • Thi SOW shall expire 6o days from the SOW date listed above unless executed. • Cire on will require administrator and or security officer level access to complete the tasks outlined in this SOW.In order to perform specific tasks required,Cireson will need direct access to the systems. • The Cireson team assumes that Eagle County will have the proper facilities,space,and hardware equjpment to support the efforts of the joint project team. This may include all necessary hardware required for the installation and testing of each technology being designed. • Eagle County will review interim and final deliverables and report acceptance or discrepancy to the Cireson team within one week of submission of deliverables. • All Professional project expenses will be reimbursed as incurred. Expenses include,but are not limited to,4irfare,mileage,travel accommodations,shipping,document production,etc. • Ea0e County will provide,unless otherwise agreed to in writing,all test cases,test data,procedures, and personnel needed to conduct the acceptance testing of the solution,including interfaces during the planning phase. ©Copyright 2013 Cireson, LLC 5 of 8 Cireson Confidential clreson • Eagle County will provide details of all relevant policies and standards which may have a bearing on the design,testing or implementation of any new technology. • No remediation or redesign/reconfiguration required for enterprise deployment. • No major design issues uncovered in all phases. • Active Directory is healthy in all domains. Customer Responsibilities • Customer shall designate a representative to be the Customer Primary Contact. This representative shall be the focal point for all communications relative to this project and shall have the authority to act on Customer's behalf in matters regarding this project. • Customer shall provide accurate information regarding network provisioning,TCP/IP settings,server hardware details,software versions,or regulatory requirements. Inaccurate information may add time and cost to the project. • Customer shall grant Cireson adequate and reasonable access to their network,servers,and end- user's PCs where necessary. If such access requires authorization and provisioning,Customer shall inform Cireson in advance. • Customer shall provide adequate working space at Customer's site for Cireson to work while on site. • Customer shall provide Internet access to Cireson while on site. • Customer is responsible for all appropriate back-ups. • Customer shall assume all responsibility for site preparation,including space,cabling and electrical requirements. • Customer's employees shall be made reasonably available to Cireson to answer questions and provide important information concerning the project(network design,existing Customer processes, IP addresses,usernames and passwords,etc.). Customer shall respond to such requests in a timely fashion or additional charges may apply. • Customer shall ensure that Cireson is notified of any issues likely to impact this SOW. • Customer shall provide or secure any specific skills,knowledge,and planning for each application that is within the scope of this project. • Customer is responsible for providing customer-owned or licensed copies of any customer or third- party software that Cireson installs on the Customer's behalf. • Customer is responsible for having all hardware ready prior to Cireson coming onsite. ©Copyright 2013 Cireson, LLC 6 of 8 Cireson Confidential clreson 0 ' Fee Schedule Cireson shall provide Customer the services described above on a time and material fashion basis. Phase/Task Estimated Hours Rate per Hour Amount (2 Weeks) System Center-SCCM Upgrade with Cross-Training Project Kick-Off 2 $195 $390 SCCM Assessment 12 $195 $2,340 SCCM Des gn and Implementation 44 $195 $8,580 Knowledge Transfer and Documentation 6 $195 $1,170 Sub-Total $12,480 Travel&Epenses *Invoiced at cost TBD TOTAL: $12,480 ■ *Exclusive of applicable taxes The above t tals represent Cireson's commercially reasonable efforts to accurately determine the labor required to perform the defined project. The project will be billed based on the defined time and materials fee,and thei rates quoted above are for work done during normal business hours(Mon—Fri 8:3o AM to 5:3o PM).Should the project be fully delivered with total time and materials falling below this estimate,the customer will be billed based on the actual time and materials. Travel and Living Expenses Reasonableand customary travel and living expenses are not included in the Fee Schedule.All non-food items shall be invoiced at actual cost.This includes airfare,lodging,rental car,gasoline,parking,etc. Food costs will be charged dt a rate of$50.00 per day of each Cireson representative for every day in which onsite work is performed 4nd/or a hotel stay is incurred. Payment'Terms Services performed under this SOW shall be invoiced with NET 3o terms. Change Requests The fees and estimated hours quoted are based on Cireson executing the required tasks on a specific schedule.Ady deviation from this scope or schedule could result in corresponding changes to the estimated price,estimated dates,responsibilities,or other provisions of the project.Changes will be accommodated with a Cha*Request Form or a separate SOW as deemed appropriate by both parties. ©Copyright 2013 Cireson, LLC 7 of 8 Cireson Confidential cireson Approvals Both parties warrant and represent that they have authority to execute this SOW on behalf of their companies and bind them to the obligations stated within. Cireson Eagle County BY: BY: (Authorized Signature) (Authorized Signatur- PRINT: PRINT: ` UO I\ TITLE: TITLE: 0...)00 1\)-11.1 MAN DATE: DATE: e• l ` ' 4 ©Copyright 2013 Cireson, LLC 8 of 8 Cireson Confidential EXHIBIT B INSURANCE CERTIFICATE 9 Eagle County Professional Services IT Final 4/24/14 415958 Cireson, LLC;Cireson Holdings, LLC Certificate of Insurance (page 1 of 1) 07/17/2014 04:29:53 PM • ^AC CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YYYY) 7/17/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE 000 Techlnsurance (A/C.No,Ext): 800-668-7020 (Ac No): (877)826-9067 1301 Central Expy.South,Suite 115 E-MAIL .e•Techlnsurance .o. ADDRESS: Allen,TX 75013 PRODUCER CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartford 30104 Cireson,LLC;Cireson Holdings,LLC INSURER B: 1431 Pacific Highway,Suite H3 INSURER C: San Diego,CA 92101- INSURER D: INSURER E: INSURER F: 1 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR -----............_ADDL SUBR_._._ TYPE OF INSURANCE j POLICY EXP - __.- _.............__ INSR WVD POLICY NUMBER POLICY EFF -—--- (MMIDD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY ..... EACH OCCURRENCE $ 2,000,000 -f-- -.._....._....._- V COMMERCIAL GENERAL LIABILITY PREM SES EaEoccurrence) 1$ 1,000,000 JCLAIMS-MADE I V I I MED EXP An A Yes 46SBAUK2976 7/14/2014 7/14/2015 �....& one person) $ 2,0000 ____...._ .........._._- _................._.._____-_........_._ _.............__ PERSONAL&ADV INJURY $ 2,000,000 - ..........._._.._______............._.__--.............__ --_.......__ GENERAL AGGREGATE I$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 f_.......... _+ ......----._............_ _ ..........._....__ _......... ✓ POLICY 1 JECT I LOC j $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT '$ 2,000,000 (Ea accident) ANY AUTO _BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident)!$ A SCHEDULED AUTOS Yes 46SBAUK2976 7/14/2014 7/14/2015 --------- -- --.....-.—_____..__...........__ PROPERTY DAMAGE ✓ HIRED AUTOS ': (Per accident) , ✓ NON-OWNED AUTOS I$ I$ UMBRELLA LIAB 1 i OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE 1 $ DEDUCTIBLE • • RETENTION $ I$• WORKERS COMPENSATION WC STATU- 1 OTH- AND EMPLOYERS'LIABILITY Y/N ✓ TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT i$ 1,000,000 A OFFICER/MEMBER EXCLUDED? Y N/A 46WBCAI1095 5/6/2014 5/6/2015 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1,000,000 A Professional Liability(Errors and Omissions) 007E027744014 1/29/2014 1/29/2015 Occurrence/Aggregate $1,000,000/$1,000,000 1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Eagle County Government is named as Additional Insured as their interests may appear in regards to general liability and automobile liability CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 850 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle,CO 81631 AUTHORIZED REPRESENTATIVE I (/ ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD