HomeMy WebLinkAboutC15-499 FEI.com IncAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND FEI.COM.INC. THIS AGREEMENT ("Agreement") executed this J7 aay ot 001ObLC , 2015 and effective as of the 1" day of September,2014 by and between FEI.COM, Inc., a Maryland corporation (hereinafter "Contractor" or o'Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County is the fiscal agent for Wayfinder, a nonprofit, grant-funded, multi-agency collaborative; and WHEREAS, County desires to hire Contractor to provide IT support and hosting services to the Wayfinder program (the "Project") located at 551 Broadway, Eagle, Colorado (the "Property"); and 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 t 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. 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. f aS le Coun.y* Commlssioners' Off ice C15-499 2. Countv's Representative. The Children Family and Adult Services 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 l" day of September,2\l4, and subject to the provisions of paragraph I I hereof, shall continue in full force and effect through the 3 1" day of August, 20 I 5 ("Initial Term"). 4. Extension or Modification. This Agreement shall automatically renev/ on a month to month basis ("Extended Term") at the monthly rate of $3,000 per month as set forth in Exhibit A. unless earlier terminated in accordance with paragraph 1 l. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with Count5r's internal policies. Accordingly, no course ofconduct 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 has 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 acknowledgmentby 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 and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $18,000. The original contract amount for FYl5 was $36,000, of which $18,000 was paid on Septemb er 30, 2014 via check no. 6 I 852. The remaining balance owed to Contractor is $ I 8,000. 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 and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other reasonable detail as County may request. b. 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. c. 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 to the terms of this Agreement. 2 Eagle County Professional Services IT Final 5/14 d. Notwithstanding any.thing to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 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-l-l0l 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 reputation 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 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: Types oflnsurance. Workers' Compensation insurance as required by law. Intentionallv Omitted. 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) including Cyber Liability 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 $1,500,000 per claim and $1,500,000 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 parly to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or elecfrical 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. 3 Eagle County Professional Services IT Final 5/14 ll. v. Intentionallv Omitted. b. Other Requirements. The 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. iii. termination hereof. The insurance provisions of this Agreement shall survive expiration or 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 protections provided by the Colorado Governmental lmmunity 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 by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided 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. 8. Indemnification. The Contractor shall indemniff and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperfonnance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership 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. County owns all of the information in the database and can export any of this information without incurring any additional charges from Contractor. 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 comparable courier service, charges prepaid, to the parties at their respective o Eagle County Professional Services IT Final 5/14 addresses listed below, or (iv) when sent via facsimile so long as the sendingparty can provide facsimile machine or other confirmation showing the date, time 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. CO{.INTY: Eagle County, Colorado Attention: Sarah Luben. Communitv Prevention Manaser 551Broadway Post Office Box 660 Eagle, CO 81631 Telephone: 970-328-883 5 E-Mail : sarah. luben@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 8 163 1 Telephone: 970-328-8685 Facsimile: 97 0-328-8699 E-Mai I : atty @eaglecounty. us CONTRACTOR: FEi Systems 7175 Columbia Gateway Drive - Suite A Columbia, Maryland 21046 Attention: Kate O'Brien, Account Manager office | 443.270.9938 ext | 5199 (internaluse only) fax | 410.715.6538 email I kate.obrien@feisystems.com www.FElsystems.com I l. 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 t 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. This Termination provision shall be applicable to the Initial Term and any Extended Term thereafter. Venue. Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to 5 Eagle County Professional Services IT Final 5/14 12. t4. 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 may be 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 . 24-7 | .3-l0l to l2l . 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 ofsuch 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. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor ofany ofits responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of 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. 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 independent contractor and not as an employee of County. Nothing contained in this Agreement 6 Eagle County Professional Services IT Final 5/14 shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County 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 comply 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 hereof 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. k. 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 are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No 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. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, ifa natural person eighteen (18) years ofage 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 Asreement. IREST OF PAGE INTENTIONALLYLEFT BLANKJ Eagle County Professional Services IT Final 5/14 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 ThrOUSh ItS BOARD OF COTTNTY COMMISS By: Kathy ler-Henrv. Cha FEI.COM,INC.: Bv: /,pv"J Print Name: Title: 8 Eagle County Professional Services IT Final 5/14 EXHIBITA SCOPE OF SERVICES. SCHEDULE. FEES 1. Statement of Work FEI.com, Inc. (dba FEi Systems) shall perform and deliver to the Client the services described hereinafter. It is recognizedand agreed that there may be additional detailing and refinement of the SOW during the performance period of this Agreement and that such detailing and refinement, when provided in written form by the Client to the Contractor in the normal course of project administration, shall be deemed to be authorized services to be furnished by Contractor in performing the SOW. If the Contractor estimates that such detailing and refinement constitutes a change in the SOW which affects price, period of performance, or any other provision hereoi the Agreement shall be modified in writing accordingly. 2. Schedule of Payments and Payment Terms All Amounts are in USD To date, a payment of $18,000.00 (CheckNo. 61852 dated 9/30/2014) has already been made to Contractor for the Services provided under this Agreementr leaving a remaining balance due of 518.000.00 for FY15. The Client agrees to the following payment terms: Net 30. Unpaid balances remaining beyond 30 days are subject to interest charges. 9 Eagle County Professional Services IT Final 5/14 Ca&gpry.,, l..',.:t::tt :::l:t'a::a::.. :ll:l $14,000.00 twice/year Support Tier 3 User Support: lnterface with provider support staff on all user and technical issues s28,000.00 $4,000.00 twice/year Hosting Secure hosting environment, nightly database backup, network redundancy, Unintemrptible power supply, multiple inline firewall $8,000.00 Total FY15 Contract Amount $36,000.00 3. Period of Performance Performance of the SOW by the Contractor shall begin on September 1,2014 and continue under the terms of this Agreement to August 31,2015 ("Initial Term"). This Agreement is for a term of twelve (12) months. Upon expiration of the Initial Term, the Agreement shall automatically renew on a month to month basis ("Extended Term") at the rate of Three Thousand Dollars ($3,000.00) per month, unless earlier terminated in accordance with paragraph I I of the Agreement. 4. Standard SupportVerbiage: Tier 3: Help Desk Support can be contacted by the single point of contact via phone, email, or website o Phone support available during business hours of Monday-Friday 8am-6pm EST. o Email and online support available 24171365 n Target response time for email and online support is 24 hours or less Tier 3 issues are all issues determined to be the System problems/bugs and are identified and rectified through an embedded support ticket module Trained and experienced Production Support Team for Tier 3 is responsible for: o Coordinating with Tier 2 support to understand and further document all reported issues o Perform detailed analysis of the issue, working with the appropriate development team members when needed o Determine the appropriate course of action to mitigate the issue o Assign priority for bug fixes; assign enhancement requests to FEI Account Manager for quotes . All backup times will be communicated and agreed upon by the customer Standard Monthly Maintenance Verb iage : Every third Saturday of the month, FEi Systems will conduct required server maintenance and upgrades. During this time, both Training and production sites will be down. This maintenance will run from 6:00 AMto 10:00 AM EST. l0 Eagle County Professional Services IT Final 5/14 Standard Problem level motrix: Problem level Acknowledgement (Business hours) Action Plan/First follow up (Business hoars) Status reporting and or Resolution (Business hours) Critical 2-3 hours 4-8 hours 12 hours High 2-3 hours 8-12 hours 24 hours Medium 4 Hours 24 hours 40 hours Low 4 hours 40 hours 80 hours Eagle County Professional Services IT Final 5/14 EXHIBITB INSURANCE CERTIFICATE Eagle County Professional Services IT Final 5/14 FEICO-1 NUMBER: OP lD: P2 .ACORD"\--'CERTIFICATE OF LIABILITY INSURANCE OAIE II,|M'DO'YYYYI 11t1812015 THIS CERNFICATE IS TSSUEO AS A TIATTER OF INFORfYIATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERNFICATE DOES I,IOT AFFIRiIATIVELY OR NEGA'IIVELY AISEND, EXTEND OR ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW. THIS CERNFICATE OF INSURANCE DOES NOT CONSTITUTE A COT{TRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the certlficate holder is an ADDITIONAL INSURED, the pollcy(les) must bo endoFed. It SUBROGATION lS WAIVED, subJect to the terms and conditlons of the pollcy, certain policieg may require an gndoFom€nt A statement on thls certlffcate doer not conlor rlghts to the certlflcate holder In lieu of such endorsement(s). PRODUCER The lnsurance Exchange, Inc. 9713 Key West Avenue, Ste /10't Rockvllle, ilD 20850 Joseph E. Brown, CIC t' JoseDh E. Brown. CIC fl1.o"301'279€500 ii6.r,ror' 301'330'1270 E{AIL ADDRESS: INSURERISI AFFORDIII6 COVERAGE NAIC ' NsuRER a : Hanover Insurance Company 22292 hrsuRED FEI,COM, Inc. QMX Support Services, Inc. Attn: Hilary Viehe 9755 Patuxent Woods Dr Ste 300 Columbia, MD 21046 NSURERB: INSURER D: INSURER E : REVIStON THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREO NAMEO ABOVE FOR THE POLICY PERIOD TNDICATED, NOTWITHSTANDING ANY REQUTREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MrAY PERTAIN. THE INSURANCE AFFORoEO BY THE POLICIES DESCRIBED HEREIN lS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONOITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCEO BY PAID Cl-A[\rlS. INSRITR [F6trEYEF_I_T6trEYEI-ITM'YYYYI I IMT'I'tI'YYYYI Lmn'!t A X lcof MEncnl celERAL Lr,ABlLlrY ]curtrus-unoe Xloccun t-- IDR-A605532.00 04/l1112015 04t1112016 EACH O(-DAMGT PREMISI MEO EXI PERSON )CURRENCE:TdFENTET iS (Ea @rur€nG) o 1,000,00( s 1,000,00( , (Any one persm) AL A ADV INJURY r 10,00( I 1,000,00( GFI i:::::'ff#;^tr:';GENERALAGGREGATE PRODUCTS - COMP/OP AGG I 2,000,00( $2,000,00( I A AU' x roftoBlLE LlABluw ANY AUTO ALL OVVTIED ALTI-OS HIRED AUTOS T_l SCHEDULEDLJ AUIOS| | NON-OWNEDI I Auros tl \wR.A60553E-00 ul11tzols o1t11t2016 )MEINEO SINGLts LIMI I r acid€nil $ 1,000,00( BODILY INJURY (P€r p€rson)3 BOOILY INJURY (Per aeidentl $ PROPEFITY DAMAGE lPer aeidentl t A x UMERELLA LIAB EXCESS LIAB X I occr**l "^u.-u^o, JHR-A605543-00 o411112015 o,/11t2016 EACH OCCURRENCE 3 7,000,00( AGGREGATE r 7,000,00( oeolXlRETENTroNs C t A AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUOEO? (M.ndatory ln NH) lf ves. desqibe under N'A ^r2R.As92294-00 0/,t1lt20ts otu11t2016 vlFExA I STATTITF E.L EACH ACCIDENT s t,000,001 I ilqFAqF -FA FMPI NYF s 1,000,001 E.L DISEASE - POLICY UMIT r 1.000.001 A trofessional Liab, :yber Liabllity -HR,A605536-00 0/,tIlt2015 04t11t2016 5,000,00( DESCRIPTION OF OPERAnONS , LOCATIONS , VEHICLES IACORD l0l, Addltloml Rsmrkr Schedul., my b. dLci.d It mon .prcr lr rlqulnd) /Vhen required bv written contract. Eaqle Countv. its associated or rfflllated bntities, its successors ahd a:slgns, efricted officials, )mployees, agenb and volunteerc are listed as additional Insured as'espects General.LiabililV RolicV per form 421-1089, per the policy :erms and conditions. "A Eagle County Government Attn: Sarah Luben 551 Broadway Eagle, CO 81531 SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRANON DATE THER€OF, NOTICE WILL BE OELIVERED III ACCORDANCE IVITH THE POLICY PROVISIONS. bF,{\+ ft,.wr,- @ 1 988-201.1 ACORD CORPORATION. All rights resen ed. The ACORD name and logo are registored marrc of ACORDACORD 25 120141011