HomeMy WebLinkAboutC16-235 Lewan and AssociatesAGREEMENT FOR SERVICES
BETWEEN EAGLE COLINTY, COLORADO
AND LEWAN & ASSOCIATES,INC.
^ nil
THIS AGREEMENT ("Agreement") is effective as of the LL duy of Jt".6 , 2016 by and
between Lewan & Associates, Inc. a Colorado corporation (hereinafter "Contractor" or "Consultant") and Eagle
County, Colorado, a body corporate and politic (hereinafter "County'').
RECITALS
WHEREAS, the County desires to hire Contractor to provide IT engineering services related to the upgrade of
County's VMware environment from vSphere 5.0 to vSphere 6.x and to provide general IT engineering services on
an on-call basis; 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 I 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:
l. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the IT engineering services related to the upgrade of County's VMware
environment from vSphere 5.0 to vSphere 6.x as described in Exhibit A ("Services" or "Work") which is attached
hereto and incorporated herein by reference. Contractor further agrees to provide general IT engineering services to
the County on an on-call basis in accordance with a formal proposal, in writing, for each on-call service to be
provided by Contractor and approved by County at the hourly rates set forth in Exhibit B which is attached hereto
and incorporated herein by reference ("On-Call Services"). The Services and On-Call 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 the
exhibits to this Agreement and the terms and conditions set forth in this Agreement, the terms and conditions set
forth in this Agreement shall prevail.
2. Countv's Representative. The Innovation and Technology Department's designee shall be Contractor's
contact with respect to this Agreement and perfbrmance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions ofparagraph I I hereof, shall continue in full force and effect for a period ofone (l) year.
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C16-235
4. Extension or Modification. This Agreement may be extended for up to three additional one year terms
upon written agreement of the parties. 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 County's intemal policies. So long as the additional services to be bilted hourly are within the
limits of the not to exceed contract value established in article 5 below, such written authorization can be made by
County via email. Accordingly, no course ofconduct or dealings between the parties, nor verbal change orders,
express or implied acc€ptance ofalterations 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. ln the eventthat 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. Compensafion. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance ofthe Services described in Exhibit A of this
Agreement shall not exceed S8'000. The performance ofany additional On-Call Services shall not exceed
$12,000. Prior to commencement of any On-Call Services, Contractor shall first provide County with a written
estimate which shall include an estimate of the labor, materials and any additional costs necessary to perform the
On-Call Services. Each estimate must be approved by County's Representative prior to commencement of the on-
Call Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit B. Total
compensation for all Services under this Agreement shall not exceed $20,000. 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 the Services and On-Call Services satisfactorily performed within thirty
(30)daysofreceiptofaproperandaccurateinvoicefromContractor. Allinvoicesshallincludedetailregardingthe
hours spent, tasks performed, who performed each task and such other detail as County may request.
b. lf, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any paynent made by County to Contractor was improper because the Services or On-
Call 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 retum 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.
d. 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 Contractor in respect of any period after
December 3 | of any year, without an appropriation therefor by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Arlicle 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).
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Eagle Counly Professional Scrvices lT Final 5/14
6. S-ubcontractors. Contractor acknowledges that Counfy has entered into this Agreement in reliance upon the
panicular 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 atl
personnel assigned to the subject Project during the performance ofthis Agreement and no personnel to whom
County has an objection, in its reasonable discretion, shall be assigned tothe Project. Contractorshall require each
subcontractor, as approved by Counry and to the extent ofthe Services to be performed by the subconhactor, 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. lnsurance. 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.
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 occurence and $1,000,000 aggregate limits.
iv. Professional Liability (Errors and Omissions) including Cyber Liabitity with prior acs
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 $3,000,000 per claim and $3,000,fi)0 in the aggregate. The
insurance shall provide coverage for (i) liabilig arising from theft, dissemination and/or use of confidential information
stored or fansmitted in elecfonic form; (ii) Network Security Liability arising from unauthorized access to, use of or
tampering with computer systems including hacker attack, 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 dat4 software and programs
thereon.
v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer
fraud. lf Consultant is physically located on County premises, third party fidelity coverage extension shall apply. The
policy shall include coverage for all directors, officers and employees of the Consultant. The bond or policy shall include
coverage for extended theft and mysterious disappeannce. The bond or policy shall not contain a condition requiring an
arrest or conversion. Limits shall be a minimum of $ 1,000,000 per loss.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County, its associated or afliliated 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 C.
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Eagle Counly Professional Services lT Final 5/14
ii. Contractor's certificates ofinsurance shall include subcontractors, ifany as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractoi.
iii. The insurance provisions of this Agreement shatl survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the Counfy is relying on, and does
not waive or intend to waive by any provision of this Agreemen! the monetary limitations or rights, immunities and
protections 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 by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Conhactor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. The Contractor shall indemni! 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 nonperformance by Contractor or any of its subconhactors hereunder; and Contractor shall
reimburse County for reasonable attomey 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 elechonic 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 comparable 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, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either pa4y 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:
Eagle County, Colorado
Attention: Jake Klearman
500 Broadway
Post Office Box 850
Eagle, CO 8 | 63 I
Telephone: 970-328-3595
Facsim ile: 97 0-328-3 599
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Eagle County Professional Services tT Final 5/l 4
E-Mail : Jake.klearman@eaglcounty.us
With a copy to:
Eagle County Attomey
500 Broadway
Post Ofiice Box 850
Eagle, Co 8 163 I
Telephone: 970-328-8685
Facsimile: 97 0-328-8699
E-Mail: atty@eaglecounty.us
CONTRACTOR:
Lewan & Associates, lnc.
1400 S Colorado Blvd.
Denver, CO 80222
Telephone: 303-968-23 l3
E-Mail: Derek.Munow@lewan.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.
12. Venue. Jurisdiction and Aoplicabte 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 shatl 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 Agreem€nt. 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
efectronicsignaturesshallbegovernedbytheUniformElectronicTransactionsAct,C.R.S.24-71.3-l}l to l2l.
14. Other Contract Requirements and Conhactor 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 afTect cost, progress, or performance ofthe services.
b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
n€cessary for the performance ofthe Services.
c. To the extent possible, Contractor has conelated the results of such observations, examinations,
investigations, tests, repons, and data with the terms and conditions of this Agreement.
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Eagle County Profcrsional Scrvices lT Final i/t4
d. To the extent possible, Conhactor 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
CountyhasacceptedorapprovedtheServicesshallnotrelieveContractorofanyofitsresponsibilities. 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.
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 perforrnance of the Services by Contractor as an
independent contractor and not as an employee of County. Nothing contained in this Agreement 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 ofindependent 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 supenedes 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 righs 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 ofany right hereunder shall constitute a waiver
thereof, No waiver of any breach shall be deerned 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 ofany 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 Properfy 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.
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Eaglc County lrrofcssional Services lT Final 5/14
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 Stares pursuant to
federal law, (ii) to the extent applicabte shallcomply with C.R.S. 24-76.5-103 prior to the effecrive date of this
Agreement.
IREST OF PAGE INTENTIONALLY LEFT BLANK]
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Eaglc County Profcssional Services lT Final 5ll4
lN 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
CONTRACTOR:
LEWAN & ASSOCIATES, INC.
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Eogle County Professiooal Senrces ll' Final 5lt{
EXHIBITA
LEWAN STATEMENTOF WORK
I
Eagle County Prottssional Servic!"s l'[ l.inat 5/14
STATEMENT OF WORK
A )krox Co.rpqny
PREPARED FOR:
Eagle County Government
Jake Klearman
PREPARED BY:
Lewan Technology
Derek Murrow, Account Executive
Dan Troup, Solutions Architect
6r3t2016
1.888.LEW4N85 | www.lewan.com
TABLE OF CONTENTS
Project Timeline and Schedule Ghanges. ..............8
Statement of Work Changes and/or Additions..... ......................9
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INTRODUCTION
Eagle Coung Government ("Custome/') has requested that Lewan
Technology assist in upgrading their 8-node vSphere 5 environment
to vSphere 6.x. The primary reason for the project is to stay in
compliance with VMware support given the EOS notice on v5. This
proposal and Statement of Work (SOW) provides for that assistance.
Lewan & Associates, Inc. ('Lewan" and "Lewan Technology'')
provides solutions as part of its DNA (Data center, Network, and
Application delivery and applications). Services across this broad
range of technologies include projecls (e.9., analysis/planning,
implementation, and knowledge transfer), managed services (end
user and technology-based solutions), and staffing (augmentation or
direct hire). All of this is complemented by Lewan's dedicated project
management and account management, helping to ensure success.
Lewan Professional Services (LPS) is a dedicated team of lT
professionals with a proven history of helping customers implement high
that satisfo their business requirements.
performance, cost effec{ive, mana geable solutions
PROPRIETARY NOTICE
This proposal contains confidential information of Lewan Technology. ln consideration of the receipt of this document,
Customer agrees not to reproduce or make this information available in any manner to persons outside the group directty
responsible for evaluation of its contents.
PROJECT OVERVIEW AND SCOPE
The goal of this project is to assist Customer with the following tasks:
. Upgrade VMware vSphere infrastructure from 5.0 to 6.x including vCenter, ESX|, and select virtual machines. Validate code levels on HP servers. Provide knowledge transfer and as-built documentation
Lewan will perform the tasks under this SOW using a phased approach, with the tasks and deliverables associated with each
phase as follows:
PHASE 1 PROJECT KICKOFF MEETING
As assigned, the Lewan Project Manager will lead a planning and preparation meeting with Customer contacts. During this
meeting, Lewan will confirm Customer readiness and review the agenda points noted below.
Suggested Customer participants are (based on applicability to project):
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. ProjectOwner/Sponsor. Main Technical POC. Project Manager (if applicable)
The agenda for this meeting includes a review of the following:
. Scope of the projec{ in this SOW. Customeis existing architecture. Bill(s) of material (BOM(s). Project timelines, from start to completion, including critical project completion timing requirements. Customer processes (i.e., change control, maintenance windows). Customer expec{ations and key su@ess factors (determined/verified during meeting). Roles, responsibilities, and points of contact for Lewan and Customer (determined/verified during meeting)
PHASE 2 INFRASTRUCTURE UPGRADE
Tasks - Validate Interoperability with External Software
Note: The following Softrare/Hardware versions validated as compatible during customer calls:
. . Nimble OS: running 2.3.12
. Exagrid: running 4.8
r CommVault running CV10R2 SP11
o Note: Using Intellisnap integration for moving Nimble snapshots to Exagrid
. HP ESX| hosts: all validated except one HP dl380g6 which is in test cluster, customer is looking to replace that host
with new server
Tasks - Environment Review and planning:
. Review existing VMware vSphere environmenl noting key configurations. Discuss with Customer any additional upgrade goals and pain points within the infrastructure described below:
o 1 vCenter 5 running on \Mndows 2008R2 VMo 6 vs p he re,iil"!,:,ii5,i1":x"ff
:: :3'J,i'il?f,li ;?l HH:[
ach i n es (VM's)
. Customer is looking to replace dl380g6 server with newer server to resolve incompatibility
o 3 clusters within 1 datacenter, (DMZ,2 general purpose)
' ptan order of ;ttrff:|!j|]|lT""ontains
cisco UC components that are not in scope' require special consideration
. Download and stage all media. Obtain approval for any needed maintenance / outage windows tor 2417 hospital business environment
Tasks - Deploy new 6.0x vCenter
. Review existing vCenter server configurations
o Security and access control
o Clusterconfigurations
o VM folders and resource pools
o Virtual switch configurations
o Host profiles
. Confirm target hardware for vCenter meets minimum system requirements as defined below:
o Windows Server 2008 SPz or later (6rt-bit only) (prefer 2012R2)
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O SCPU
O 32GBRAM,
o 50GB of disk space
o Embedded PostgresSQl database vs. external DB
! !gQ: The embedded PostgreSQl database is only supported for 20 hosts and 200 VM's.
Currently, Customefs environment is within these limits (8 hosts / -1 15 VM's) though planning for
growth would recommend the use of an extemal database.
Deploy the Platform Services Controller
Deploy the VMware vCenter server
Deploy VMware Update Manager
Apply licensing from my,vmware.com portal
Recreate necessary vCenter objects
o Datacenter(s)
o Clusters with Enhanced vMotion Compatibilily, DRS, and HA enabled
o Permissions and access control
o Resource pools
o VM folders
o Host profiles
Demonstrate web client usage
Tasks - Create Virtual Networking:
. Create necessary port groups on standard vSwitch. Migrate hosts and VM's to new vCenter server
Tasks - VMware vSphere Upgrade:
. Update server firmware levels, as required. Upgrade ESX| host software to version 6.x on up to 6 hosts
o Upgrade / redeploy needed custom or 3rd party drivers for hosts
o Upgrade or fresh install may be performed depending on complexity of host remediation necessary. Validate successful host upgrade and restoration of full cluster capabilities
' Confirm compliance to host profiles and proper configuration of HA and DRS if applicable. Test for proper vMotion between hosts. Upgrade VMFS version for legacy datastores. Discuss VM update process for VMTools and VM hardware version
o Perform VM updates on up to 5 non-production VM's
o &e: VM updates require scheduled downtime for each VM. Customer will perform remaining upgrades
without Consultant(s) within an appropriate maintenance window.
Tasks - Knowledge Transfer and Documentation:
. Provide knowledge transfer on the following by Customer staff working closely with Consultant(s) throughout the
engagement:
o General vSphere best practices
o vSphere technical architecture
o New features and tools within applicable vSphere version. Prepare as-built documentation for final vCenter and hosts configurations as deployed by Lewan Consultant(s)
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PHASE 3 PROJECT CLOSEOUT
Tasks:
' Complete and deliver as-built documentation. Review the documentation with Customer. As appropriate, transition ongoing support to Customer and Lewan COR (Continuity Operations & Response). Review Customer satisfaction and obtain feedback. Obtain Customer signoff on Project Completion Form (Appendix B)
DELIVERABLES
The deliverables of this project are the following:
. Upgraded VMware vSphere environment. Knowledge transfer. As-builtdocumentation
WORK PREREQUISITES
The Work Prerequisites for services under this SOW are:
. Lewan must receive one original copy of this document with an authorized signature and purchase of an FSA
(FlexServe Agreement) and/or credit approval authorization. Upon receipt, this project will commence as specified
under the Project Timeline as agreed by both parties. All dates and times are given to serve for the purpose of
reference only and will not be used against either party for award of payment or deliverables.I Customer must designate a single point of contacl and a backup contacl for communications with Lewan personnel.
PROJECT MANAGEMENT
As assigned, the Lewan Project Manager performs the following activities:
. Tracking hardware and softrare shipments and deliveries. Development and maintenance of project schedules and plans. Coordination of weekly/daily status calls with the project team. Managing the development and updating of deliverables. Managing risks and issues. Performance or coordination of other project activities
CUSTOMER RESPONSIBILITIES
. Customer is responsible for the backup of all data and verification of those backups (i.e., the ability to fully restore
and recover data) prior to commencement of this project,. Lewan requires access to Customer personnel for requirements gathering, scheduling, project status and materials
review.. All servers, network devices, and other hardware must have power available, and ready network connectivity,
including appropriate name resolution services.
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Unless otherwise noted, Customer will perform all operating system activities and new installations/configurations
with input from Lewan resources. Lewan will work with Customer project team to conform to internal standards.
As required for the project, Customer will provide rooUadmin-level access and physical access to all servers, network
devices, and other hardware involved for direct assistance from Lewan resources.
Unless otherwise noted, Customer will provide necessary media/access for softrare and patch installation, typically
DVD-ROM and/or lnternet.
Unless otherwise noted, Customer will provide support identifiers for contacting vendor support contracts, and/or
provide someone to control and manage the dialog with the vendor support resources.
Unless otherwise noted, Customer will provide necessary licensing and related information/documentation to
accomplish services.
Customer will provide a single point-of-contacl for Lewan to coordinate with for this project. This person should have
knowledge of the target systems, and decision-making authority or timely acoess to the necessary decision-making
authority.
Customer will promptly coordinate and schedule system outages needed for all services. These events will be
scheduled to avoid project delays while minimizing business and end user impact.
Customer will provide adequate work area for Lewan personnel, including electrical power, telephone access, and
lnternet arcess.
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PROJECT COSTS
We will use the appropriate blend of consultant(s) and project management to deliver this project. All terms and conditions in
this proposal are valid for 30 days from the date of this proposal, unless extended in writing by Lewan Technology.
Fixed Cost for LPS Gonsulting Services
. Billing for this project will take place via monthly progress payments based on percentage complete (based on
calendar month).
*lt is Lewan's recommendation to account for an additional 25% contingency budget to account for unknowns.
. Billing for this project will take place monthly, typically on or about the last day of the calendar month based on the
number of hours worked and the hourly rate for services.
Additional notes:
. Any work performed outside of the scope of this SOW will be billed at rates negotiated separately.. Product related to the services in this SOW will be invoiced upon receipt by Customer, payabte according to the
terms on the product invoice(s).. A one-way trip charge will be billed to Customer at the hourly rate for the SE or Project Manager. Atl travel time will
be assessed from the Lewan office at 1400 S. Colorado Boulevard, Denver CO 80222 to the Customer location.
Standard rates will apply to business-hours travel, and overtime and doubletime rates will apply as noted below.
There is a minimum 1S-minute trip charge. These trip charges are included in the fixed fee or estimated costs stated
in this SOW.. Travel expenses for this SOW such as hotel, airtare, rental car, meals, etc. for out of town travel will be billed
separately as incurred.. Any consultant and/or project manager services performed outside of normal Lewan business hours (Monday through
Friday, 8:00am-5:00pm) will be billed at the overtime and/or doubletime rate(s) outlined in Custome/s Lewan Pricing
Agreement. lf the Customer has no Lewan Pricing Agreement, double the hourly rate is used for Sunday and Holiday
work and time-and-one.half the houdy rate is used for other off-hours support.. This SOW does not include any formal classroom-based training. Any time spent training Customer will be billed at a
separately negotiated rate or outlined in Gustomer's Lewan Pricing Agreement.
PROJECT TIMELINE AND SCHEDULE CHANGES
All dates unless agreed upon in advance are subject to change. A minimum of a two-week notice may be required to
schedule resources.
Gustomer's requested project start date: To be determined
Out-of-Town Travel Expenses Estimated 2 nights @ $250/night - billed as incurred
p.8 I 1.888.LEWAN85 | www.lewan.com | 61312016
r Once this service has been scheduled, any changes to the schedule must occur at least eight calendar days prior to
the schedule date. lf Customer reschedules this service within 7 days or less prior to the schedule date, there will be
a rescheduling fee not to exceed 25% of the Customer price for the services.
SUPPORT CALLS
Requests for support should be made through the Continuity Operations & Response (COR) Center at 888-LEWAN88 (888-
539-2688) or support@lewan.com. Hours of normal operation are Monday through Friday, 8:00am-5:00pm (excluding
company holidays). A message can be left outside the normal hours of operation and will be returned the next business day.
CONSIDERATIONS
\Mten working in, maintaining or resolving issues in an existing lT environment, there is always the risk of data loss due to the
failure of equipment or software. Lewan Technology will do everything feasible to prevent any loss of data, as well as make
effort to avoid system failure or downtime. Lewan Technology cannot be held liable or accountable for the loss of data or cost
of reconstruction should they occur during the course of this agreement. We recommend that customers create, veriff and
maintain backup copies of all data prior to services being rendered.
Lewan Technology is rendering services in an advisory and service capacity. Lewan personnel strictly adhere to the licensing
terms and conditions of all manufacturers' license agreements. Our responsibilities for installing software and hardware, and
for product warranties, are limited to the manufacture/s specifications and terms.
Technology advances have created an environment where many manufacturers as well as vendors do not have the
opportunity to test every possible combination of hardware and software. Lewan Technology has established key vendor
relationships with hardware and software vendors to ensure the highest level of technical support in order to resolve complex
issues. Lewan consultants will utilize all levels of technical support to ensure that services are performed effectively and
efficiently. Our consultants will provide ongoing communications with Customer regarding unresolved or complex issues and
additional time that may be required to resolve them.
Lewan will provide no charge warranty support via telephone or e-mail for services performed by us for thirly (30) days afier
each SOW has been completed. This support is limited to problem determination and resolution related exclusively to
workmanship issues performed by Lewan and does not include training, technical skills transfer, or application support, unless
otherwise agreed to within the SOW. Requests for on-site support or remote access will be provided with a one-hour minimum,
unless othennrise defined within the SOW.
STATEMENT OF WORK CHANGES AND/OR ADDITIONS
Lewan offers a wide variety of consulting services. We will partner with your Company to help you meet every business
objective possible. Please make us aware of any changes and/or additions to this SOW or to your business needs. Upon
identification of potential scope changes, Customer and Lewan will agree on the course of action. As appropriate, Lewan will
then proceed to generate a new SOW or Change Control document.
p.9 | 1.888.LEWAN85 | www.lewan.com | 61312016
Authorized Customer Signature:
Printed Name:Date:
Authorized Lewan Signatur", %. r r S,
Printed 11emg. MichaelJ Garner ps1g.06/03/2016
PROJ ECT ACC EPTANC E/AUTHORIZATION
We believe the SOW outlined in this document will meet the requirements of the work to be performed. Any modifications to
this document will be made in writing and agreed to by both parties subject to additional charges.
p.10 | 1.888.LEWAN85 | www.lewan.com | 61312016
EXHIBIT B
SCOPE OF SERVICES, SCHEDULE, FEES
This rate sheet reflects hourly charges per level ofengineer.
r Travel time will be billed I way from rhe main office in Denver.r Travel expense while working in Eagle County wilt be $250 per night.
Sr. Architect - Ent. Systems / Storage, UC, Nefwork, Securitv. CCIE SD-SE4 $214
Sr. Engineer - UC, Network, Securiry sD-sE3 $r90
Sr. EngineBr - Enterprise Systems / Storage SD.SE3 $190
Sr. Architect / Engineer - Small Business / Windows SD-SE2 $r76
Engineer - UC, Network, Securiry SD.SE2 $t76
Engineer - Small Business / Windows SD-SEIA $166
Project Vanager SD-PM2 sr66
Agqoc!4te Engineer - Small Business / Windows SD.SEI $138
Proiect Coordinator SD-PMI $l l9
Desktop Technician / Canier Circuits Specialist SD-AE2 $95
l0
Eaglc County Profcssional Services l'l final 5/14
EXHIBITC
INSURANCE CERTIFICATE
ll
Eagle County Professional Serviccs lT Final 5ll4
aionif CERTIFIGATE OF LIABILITY INSURANGE DATE (MM/DD/YYYY)
12t23/2015
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 CERTIFTCATE OF TNSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSUtNG TNSURER(S), AUTHORTZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION lS 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
Seacrest Partners. Inc.
3565 Piedmont Road, NE
Building 2, Suite 540
Atlanta, GA 30305
Marie Bearden, CISR
l'l'lP\.^ .*" 4o4-6o2-s679 | II|A N^t.404-602-5661
ss. Marie.Bearden@SeacrestPartners.com
INSURER'S} AFFOROING COVERAGE NAIC #
lNsuRER a :Hartbrd Fire lnsurance Comomv 10682
INSURED
Lewan & Associates, Inc.
1400 S. Colorado Blvd
Denver, CO 80222-3648
INSURER B:ACE Propertv and Casualty Insurance ComDanv 20699
INSURER C :Trumbull Insurance Comoanv 27120
tNsuRER o :Zurich American lnsurance Comoanv 16535
INSURER E :
INSURER F:
--
COVERAGES CERTIFICATE NU MBER:WKARMTWH REVISION NUMBER:
Pase 1 of 2 O 1988-2014 ACORD CORPORATION. All rights reserved.
The AGORD name and logo are registered marks of ACORD
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.
NSFITP IYPE OF INSURANCE POLICY NUMBER
tsULIUY Uts
IMM/DD'YYYYI LIMITS
X COMMERCIAL GENERAL LIABILfi t0 csE s24102 o'vo1t2016 olto'v2017 EACH OCCURRENCE 1,000,000
lcro,"s-"oo.lxloccun
Contra€tual Liability
DMAGE IO RtN I ED
PREMISES fEa oeurence)500,000
X MED EXP (Any one DeEon)10,000
PERSONAL & AO/ INJURY s 1,000,000
IL AGGREGATE LIMIT APPLIES PER:
ro.'"tl-l![.o1 | x l,-o"
OTHER:
GENERAL AGGREGATE 2,000,000
PRODUCTS . COMP/OP AGG 2,000,000
$
AU'I OMOBILE LIABILITY
ANY AUTO
ALLowNED l---l scxeoureoAUTOS LJ AUTOSI v I NON-OWNEDH|REDAUToS [
,]_.1 Auros
tl
:U USE 5Z41UJ o1to1t2g16 01tu11201l UUMtsINEU 5INGLts LIMIIfFa acci.ientl 2.000.000
X BODILY INJURY (Per pecon)
BODILY INJURY (Per accident)$
X PKUPERIY UAMrcE s
Como & Collision $0 Ded
B X TJMBRELLALTAB I X lo"cr*
ExcEss L.AB [l a*,r.-r^o-
(oo G2793E243 001 01/01/2016 01t0112017 EACH OCCURRENCE 20,000,000
AGGREGATE $ 20,000,000
txl $
WORKERS COMPENSATION
ANO EMPLOYERS'LtABrLrrY Y/ N
ANY PROPRIETOR/PARTNER/EXECUTIVE tr---
oFF|CEFvMEMBER EXCLUDED? | |(Mandatory In NH)
lf yes, describe under
DESCRIPTION OF OPEMTIONS belN
N/A
:U WN JZ4 IUU
:XCLUDES MONOPOLISTIC
iTATES
01t01t2016 o'1to112017 x t5*5,,-. I tuJS'
E.L. EACH ACCIDENT I,000,000
E.L. DISEASE - EA EMPLOYEI s 1,000,000
E.L. DISEASE. POLICY LIMIT 1,000,000
D Employee Dishonesty 'ru guuc/zJ u4 ollo'U20't6 01t01t20'17 LIMII
Deductible
I,UUU,UUU
50,000
DESCRIPTIONOFOPERATIONSTLOCATIONSTVEHICLES (ACORDl0l,AddiiionalRemarksSchedule,maybeattachedifmorespacelsrequiGd)
Eag|ecounty,itsassociatedorafi|iatedentities,itssuccessorsandassigns,e|ectedof|icia|semp|oyees,agentsandvo|unteersis/areanaddition
liability coverage as required by wriften contract or agreement with respect to sales and service of equipment and supplies by Lewan & Associates, Inc..
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
ACORD 25 (2014t011
Poficy Number: 2o csE s24L02 COMMERCIAL GENERAL LIABILITY
cG 20 26 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED . DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s)
ANY PERSON OR ORGANIZATON FROM WHOM YOU ARE REQUIRED BY WR]TTEN CONTRACT OR
AGREEMENT TO NAME AS AN ADDTTTONAL INSURED,
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Section ll - Who ls An Insured is amended to include
as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury" caused,
in whole or in part, by your acts or omissions or the
acts or omissions of those acting on your behalf:
A. In the performance of your ongoing operations; or
g. ln connection with your premises owned by or
rented to you.
cG 20 26 07 04 Page 1 of 1
Page 2 of 2
(c)lSO Properties, Inc., 2004
WKARMTWH
.a,<:oni>"CERTIFICATE OF LIABILITY INSURANCE DATE( MM/DD/YYYY)
05t23t2016
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 AMENO, EXTEND OR ALTER THE COVER,AGE AFFORDED BY THE POLICIES
BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE ISSU|NG TNSURER(S), AUTHORTzED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADOITIONAL INSURED proviCions-i b--ndorseO. li-
SUBROGATION lS WAIVED, subiect 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
aon nisk Services r.rortheast, rnc.
New York NY office
199 water Street
New York NY 10038-1551 usA
CONTACT
NAME:
iildl'fu'o.e'q, (866) 283-7122 | ifii."o.r, 800-363-010s
E.MAIL
ADDRESS:
INSURER(S} AFFORDING COVERAGE NAIC #
INSURED
Xerox Corporation
andlor subsidiarv companies
45 clover AVe.
Po Box 4505
r.torwalk cT 06856-4505 usA
TNSURERA: aIc specialty Insurance company 26883
INSI-IRER B:
INSI,IRER C:
INSURER O:
INSURER E
INSURER F:
COVERAGES CERTIFICATE REVISION NUMBER:
eagle county
500 Eroadwav
eagle co 8t63t
SHOULO ANY OF THE ASOVE OESCRIBFO POLICIES BE CANCELLED SEFORE THE
EXPIRATION DATE THEREOF, NOTICE W|LL BE DELVEREO IN ACCOROANCE WITH THE
POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
01988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
(,
Q)
o,
E
THIS IS E LISTED BELOW HAVE BEEN ISSUE
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, IHE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POL|C|ES. LtMtTS SHOWN MAy HAVE BEEN REDUCED By pAtD CLAIMS. Limits shown are as reouest(
COMMERCIAL GENERAL LIABILITY
cLATMS-rvADE fl occr*
GEN'L AGGREGATE LIMII APPLIES PER
eoLrcv l-l !f$ l-l Loc
MED EXP (Any one person)
PERSONAL & ADV INJURY
owNED [--lSCHEDULED
AUTos oNLY L--J ^u I ur
H|REDAUToS | | NON-OWNED
ONLY L-J AUTOSONLY
BODILY INJURY ( Per person)
BODILY INJURY {Per accidentl
EMPLOYERS' LIABILIry
ANY PROPRIETOR / PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUOEO?
(Mandatory in NH)E,L. OISEASE.EA EMPLOYEE
E.L, DISEASE.POLICY LIMIT
E&o- PL - P ri ma ry
Srn applies per policy te
DESCRIPTION OF OPERATIONS / LocATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be anached if more space is requicd)
JlirSglt.t evidenced above includes coverage for cyber t-iabi)ity according ro the terms, conditions and.limitations of
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CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03)
