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Home My WebLink AboutC18-057 Computer SitesAGREEMENT FOR ON-CALL SERVICES BETWEEN EAGLE COUN'T'Y, COLORADO AND COMPUTER SITES, INC. THIS AGREEMENT ("Agreement") is effective as of _ 03/06/2018 ("Effective Date") by and between Computer Sites, Inc., a Colorado corporation (hereinafter "Contractor" or "Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, Contractor will provide proactive annual maintenance to the generator and the Powerware universal power supply (UPS) at 500 Broadway, Eagle, Colorado 81631 (the "Property") and will provide emergency 7 x 24 pay per incident Technical Support and Dispatch associated problems with the UPS. Contractor may also be engaged to help with server room related projects pertaining to server rooms, UP S's and/or generators on an as - needed 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 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 on-call services or work at the rates set forth in Exhibit A and in accordance with a formal proposal for each on-call service to be provided by Contractor and approved by County in writing ("Services" or "Work"). Exhibit A 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 each proposal approved by County. If no completion date is specified, 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, any proposal for Services hereunder 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 IT Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. The term of this Agreement is for one (t) year from the Effective Date first set forth above which may be extended upon mutual written agreement of the parties. C18-057 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties upon the same terms, conditions and rates set forth herein. 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 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 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 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 accordance with the fee schedule set forth in Exhibit A Prior to commencement of Services at any Property or Properties, 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 Services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation for all Services under this Agreement shall not exceed twenty thousand dollars ($20,000.00). 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 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. 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 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. 29-1-101 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 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 2 Eagle County On -Call General Services 1T final 5/14 personnel assigned to perform the Services 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. 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, persona I/ad vert i s ing 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$1,000,000 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. V. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If 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 disappearance. 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 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 On -Call General Services 1T final 5/14 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 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. 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 indemnify 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 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. 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 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. Eagle County, Colorado Attention: Jake Klearman 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3595 Facsimile: 970-328-3599 E -Mail: I tin voices @ eagleco un ty. u s With a copy to: Eagle County Attorney 4 Eagle County On -Call General Services 1T final 5/14 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: Computer Sites, Inc. Randy Zepp 1225 S Huron St. Telephone: 303 871-0550 Facsimile: 303 871-05t5 E -Mail: randy@computersites.net 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 thirty (30) 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 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. 24-71.3401 to 1.21. 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 or Properties, 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 On -Call General Services rT final 5/14 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 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 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 performance 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 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. 1. 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. In. 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, 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.KS. 24-76.5-103 prior to the effective date of this Agreement. 6 Eagle County On -Call General Services 1T 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, B y and Through Its C0UXT7-V KA n .. "r ER By: - Kelley Collier, Deputy County Manager CONTRACTOR: Co UTER SiTF-,-TNC- Print Name: Linda Springstead Title: C. E. 0. 7 Eagle County On -Call General Services rT final 5/14 Fee Schedule Item No. Oty Model No. Description Unit Price Extended Price Cummins Preventative 1 1 AGFA- Maintenance for 1 50k $2,420.00 $2,991.32 150kw generator 1 1 9315-50 Powerware Proactive Service $5,856-00 $6,245.59 Plan sln: EW103ZBA02 Total $9,236.91 Powerware Proactive Service Plan sln: EW103ZBA02 Includes: Full Emergency & Corrective Coverage Annual UPS Preventive Maintenance Annual Battery Preventive Maintenance Eight (8) hour Maximum Response time 7 x 24 x 365 Coverage 7 x 24 Technical Support and Dispatch Excludes: Battery Replacement Cummins Preventative Maintenance for 150kw generator Includes: (1 ) Major PM and (1 ) Minor PM as recommended by the manufacturer. The minor Pm would be completed by the end of January 2018 and consist of the following: Check engine oil, oil filters, fuel filters and air filters. Inspect all belts and hoses. Inspect and test starter batteries. 8 Eagle County On -Call General Services 1T final 5/14 The major PM would be completed by the end of dune 2018 and consist of the following: Change engine oil, oil filters, fuel filters and air filters. Inspect all belts and hoses. Inspect and test starter batteries. For labor not covered under the contracts pricing will be as follows: Labor Category Price per hour Senior Engineer (Electrical, Mechanical) $130 Senior Project Engineer (Civil. Structural, Environmental) $125 Landscape Architect $120 Project Engineer $120 Design Engineer $105 Project Manager $110 Project Superintendent $100 Master Electrician $100 Electrical Labor $95 Service Technician $135 Senior Service Technical $160 Mechanical Labor $95 Construction Assistant $80 CAD Operator $65 Equipment Rigger $80 Contracts Administrator $65 Overtime rates are calculated by multiplying the standard rates shown above by 1.5 (Professional Engineering Services; Electrical, Mechanical, Civil, Structural, Design and Environmental, are exempt from overtime rates). 9 Eagle County On -Call General Services 1T final 5/14 EX-IIBIT B INSURANCE CERTIFICATES 10 Eagle County On -Call General Services PT final 5114 AeaRa CERTIFICATE OF LIABILITY INSURANCE 1/12/2018 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. K the certificate holder Is an ADDITIONAL INSURED, the pelicypes) must be andorsed. If SUBROGATION 15 WANED, subject t0 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this carflflcate dues not confer rights to the cerdfleate holder In lieu of such endorsement a . PRIDDUCat CONTACT Kara Smith, CRK, CRIS Insurance Agency, Inc. -mumMoody PHONE (303)824-6600 ��Pu[ Iada]a7e-else AA No. Exl1: WSnSIa]�. B055 East Tufts Avenue EA Ikara.smith0moodyins.com Suite 1000 INSURER(S) AFFORDING COVERAIIE NNC 9 Denver CO 80237 INSURER A -Continental Insurance C2MWy 35289 KSIURED InsuRERa:Pinnacol Assurance .41190 Computer Sites, Inc. Insuamc.'The Hanover insurance C x�f 22292 1225 South Huron INSURER D : POLICY X JECT LOC C"14705n 01/13 i INSURER E : Denver CO 80223 INSURER F: CnVFRAGFS CERTIFICATE NUMBER:17-18 W/ Forms 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PO Box 850 /NOR TYPE OF 01'l01IAItCB ADOL eUOR PD NUM POUCv E W POLICY ERP orryrn tlNrTs Eagle, CO 81631 X COMMERCIAL GEN MAL LIABILITY 6023017401 EACH OCCURRENCE $ 1, 000, 006 A CLAM5.4WE X OCCUR PREMISES � s 1, 000, OOD X Additierul insured status 8/1/2017 8/1/2019 LUME(P one mon S 15,000 applies Only to the extent PERSONAL A AOV INJURY S 1, 000, OOD GEK AGGREGATE MIT APPLIES PER: provided in forms GENERAL AGGREGATE $ 2, 000, OOD POLICY X JECT LOC C"14705n 01/13 i PRODUCTS-COMPIOPAGG S 2,000,000 OTHER. C"13081n 01/15 1 $ AUTOMOBILEL1Ae1LRY 15501Ief6] S Iral -do 1,000,000 A X ANY AUTO BODILY INJURY (Per person) S AUTOSALL 0 SCHEDULED 6023017236 8/1/2017 8/1/2018 BODILY INJURY (Per w=*ntl 6 X R AUTOS PROPERTY ° GE S HIRED Auras (MED e s X_ UMBRELLA I Lao X OCCUR EACH OCCURRENCE S 10, 000, 000 A ExcessLIAa — —wws WE 6043289278 T 0/1/2017 e/1/203 -e AGGREGATE _ S 10,000,000 DEO X RETUITION 10,000 S MIORIMUCOMIMME (TION PER OTH- x STATUTE ERR AND EMPLOYERS' LIABLITYY! N AMY PROPRIETOWPARTNERIEXECURVE E.L. EACH ACCIDENT S 1'000,000 NIA B OFFICERiMEMBER EiCLUDE07 4107093 t ndsmry In NHl 8/1/2027 8/1/2018 E.L D18EASE - ESA EMPLOYEE S 1,000,000 Irmyes. d�estalhe undw DESCR1Mo OF OPERATIONS below EL DISEASE • POLICY LIMIT S 11000,000 C Leased / Rented Squipment IH"99802001 9/1/2017 9/1/2018 Limit 350,000 Prcfessicnal Liability 06043010136 9/1/2017 a/112011 Limit 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddManal RMIFM SdMWS. may be euaehW N mon space le r@ Wredl Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, agents and volunteers as additional insureds with regards to the general laibility when required by written contract. CERTIFICATE NOLDER CANCELLATION ACOR13 25 (2014101) INS075 (w4D1) 01988.2D14 ACORD CORPORATION. All rights reaerved, The ACORD name and logo are registered marks of ACORD SHOULOANY CIFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County, Colorado THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IH 500 Broadway ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 850 AVTHCMMDREPRESENTATIYE Eagle, CO 81631 K Smith, CRM, CRIS/TR ACOR13 25 (2014101) INS075 (w4D1) 01988.2D14 ACORD CORPORATION. All rights reaerved, The ACORD name and logo are registered marks of ACORD