HomeMy WebLinkAboutDIS RESEARCH LTD - CONTRACT - CONTRACT - HP SERVER PURCHASE P673SERVICES AGREEMENT
HP SERVER PURCHASE
and
CONSULTING SERVICES
THIS AGREEMENT made and entered into the day and year set forth below by and between THE
CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the
"City" and DIS RESEARCH, Ltd. , hereinafter referred to as "Service Provider".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by and
between the parties hereto as follows:
1. Scope of Services
The Service Provider agrees to provide one HP9000 K460 Server configured as specified in Exhibit
"C", consisting of one (1) page, and Consulting Services in accordance with the scope of services
attached hereto as Exhibit "A", consisting of two (2) pages; both exhibits incorporated herein by this
reference.
2. Contract Period
This Agreement shall commence June 1, 1998, and shall continue in full force and effect until May
31, 1999, unless sooner terminated as herein provided. In addition, at the option of the City, the
Agreement may be extended for additional one year periods not to exceed four (4) additional one
year periods. Pricing changes shall be negotiated by and agreed to by both parties. Written notice
of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior
to contract end.
3. Delay
If either party is prevented in whole or in part from performing its obligations by unforeseeable
causes beyond its reasonable control and without its fault or negligence, then the party so
prevented shall be excused from whatever performance is prevented by such cause. To the extent
that the performance is actually prevented, the Service Provider must provide written notice to the
City of such condition within fifteen (15) days from the onset of such condition.
4. Early Termination by City/Notice
Notwithstanding the time periods contained herein, the City may terminate this Agreement at any
time without cause by providing written notice of termination to the Service Provider. Such notice
shall be delivered at least thirty (30) days prior to the termination date contained in said notice
unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall
be effective when mailed, postage prepaid and sent to the following addresses:
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Exhibit D Insurance Requirements
The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement"
" "The insurance evidenced by this Certificate will not be canceled or materially altered,
except after ten (10) days written notice has been received by the City of Fort Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its option,
may take out and maintain, at the expense of the Service Provider, such insurance as the
City may deem proper and may deduct the cost of such insurance from any monies which
may be due or become due the Service Provider under this Agreement. The City, its
officers, agents and employees shall be named as additional insureds on the Service
Provider's general liability and automobile liability insurance policies for any claims arising
out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain
during the life of this Agreement for all of the Service Provider's employees engaged
in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident, $500,000
disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain during
the life of this Agreement such commercial general liability and automobile liability
insurance as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise directly
or indirectly from the performance of work under this Agreement. Coverage for
property damage shall be on a "broad form" basis. The amount of insurance for
each coverage, Commercial General and Vehicle, shall not be less than $500,000
combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work performed
under this Agreement by a subcontractor, which liability is not covered by the
subcontractor's insurance.
Exhibit E
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
DIS Research, Inc
Dated:
Work Order Number: P673-
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Department Representative:
Service Provider agrees to perform the services identified above and on the attached forms in
accordance with the terms and conditions contained herein and in the Services Agreement
between the parties. In the event of a conflict between or ambiguity in the terms of the Services
Agreement and this work order (including the attached forms) the Services Agreement shall control.
Service Provider
By:
Date
The attached forms consisting of U pages are hereby accepted and incorporated herein by
this reference, and Notice to Proceed is hereby given.
City of Fort Collins
Date
James B. O'Neill II, CPPO
Director of Purchasing and Risk Management
E - 5
City: Service Provider:
City of Fort Collins Purchasing DIS Research, Ltd.
PO Box 580 6200 South Syracuse Way, Suite 120
Fort Collins, CO 80521 Englewood, CO 80111
303-221-6775 303-694-5700
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination, subject only to the satisfactory performance of the Service
Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole
right and remedy for such termination.
5.a Contract Sum for HP Server
In order to provide for payment to the Service Provider for the purchase and delivery of one HP
9000 K460 Sery C configured as set forth in attached Exhibit "C", the City will either pay the sum
of Two Hundre�Thousand, Three Hundred Five Dollars, and Eight Cents ($209,305.08) with City
funds; or
Have payment made to the Service Provider directly from Hewlett Packard Technology Finance.
5.b Compensation for Consulting Services
In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay
Service Provider on a time and reimbursable direct cost basis according to the following schedule:
Hourly billing rates: As specified in the Scope of Work
Reimbursable direct costs: Reasonable direct costs associated with Consulting Services
Services will be provided in accordance with any project Work Orders issued by the City. A blank
sample of a work order is attached hereto as Exhibit "E", consisting of one (1) page and is
incorporated herein by this reference. The City reserves the right to independently bid any project
rather than issuing a Work Order to the Professional for the same pursuant to this Agreement.
Monthly partial payments based upon the Service Provider's billings and itemized statements of
reimbursable direct costs are permissible. The amounts of all such partial payments shall be based
upon the Service Provider's City -verified progress in completing the services to be performed
pursuant hereto and upon the City's approval of the Service Provider's reimbursable direct costs.
Final payment shall be made following acceptance of the work by the City. This is a contract for
hire. Upon final payment, all designs, plans, reports, specifications, drawings and other services
rendered by the Service Provider shall become the sole property of the City.
6. City Representative
The City will designate, prior to commencement of the work, its representative who shall make,
within the scope of his or her authority, all necessary and proper decisions with reference to the
services provided under this agreement. All requests concerning this agreement shall be directed
to the City Representative.
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7. Independent Service provider
The services to be performed by Service Provider are those of an independent service provider and
not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any
portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's
Compensation or other taxes or benefits or for any other purpose.
8. Personal Services
It is understood that the City enters into the Agreement based on the special abilities of the Service
Provider and that this Agreement shall be considered as an agreement for personal services.
Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties
arising under the Agreement without the prior written consent of the City.
9. Acceptance Not Waiver
The City's approval or acceptance of, or payment for any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the City under this Agreement or cause
of action arising out of performance of this Agreement.
10. Warranty
DIS warrants that the Services will be performed in a professional manner in accordance with
general industry standards. In the event of a breach of the foregoing warranty, DIS shall perform
again the Services in respect of which the warranty has been breached to bring them into
compliance with such warranty. Any claim for breach of the foregoing warranty must be made by
notice to DIS within thirty (30) days after completion of the Services in respect of which the claim
is made.
EXCEPT AS PROVIDED IN THIS SECTION 10, ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY
LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF DIS, ITS AGENTS OR SUBCON-
TRACTORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SU-
PERSEDED, EXCLUDED AND DISCLAIMED.
11. Default
Each and every term and condition hereof shall be deemed to be a material element of this
Agreement. In the event either party should fail or refuse to perform according to the terms of this
agreement, such party may be declared in default thereof.
12. Remedies
In the event a party has been declared in default, such defaulting party shall be allowed a period
often (10) days within which to cure said default. In the event the default remains uncorrected, the
party declaring default may elect to:
a. Terminate the Agreement and seek damages, such damages shall not exceed the
amount paid by the City for Services provided under this Agreement.
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b. Treat the Agreement as continuing and require specific performance; or
C. Avail himself of any other remedy at law or equity. If the non -defaulting party
commences legal or equitable actions against the defaulting party, the defaulting
party shall be liable to the non -defaulting party for the non -defaulting party's
reasonable attorney fees and costs incurred because of the default.
13. Binding Effect
This writing, together with the exhibits hereto, constitutes the entire agreement between the parties
and shall be binding upon said parties, their officers, employees, agents and assigns and shall
inure to the benefit of the respective survivors, heirs, personal representatives, successors and
assigns of said parties.
14. Indemnity/Insurance
a. The Service Provider agrees to indemnify and save harmless the City, its officers,
agents and employees against and from any and all actions, suits, claims, demands
or liability of any character whatsoever brought or asserted for injuries to or death
of any person or persons, or damages to property arising out of, result from or
occurring in connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
C. Without limiting any of the Service Provider's obligations hereunder, the Service
Provider shall provide and maintain insurance coverage naming the City as an
additional insured under this Agreement of the type and with the limits specified
within Exhibit "D", consisting of one (1) page, attached hereto and incorporated
herein by this reference. The Service Provider before commencing services
hereunder, shall deliver to the City's Director of Purchasing and Risk Management,
256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate
evidencing the insurance coverage required from an insurance company acceptable
to the City.
15. Entire Agreement
This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute
the entire Agreement of the parties. Covenants or representations not contained in this Agreement
shall not be binding on the parties.
16. Law/Severability
The laws of the State of Colorado shall govern the construction interpretation, execution and
enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision of this Agreement.
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THE CITY OF FORT COLLINS, COLORADO
By:
John Fischbach
City Manager
DATE:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Carrie Daggett, Assistant City Attorney
in
James B. O'Neill II, CPPO
Director of Purchasing & Risk Management
DATE:
DIS RESEARCH, Ltd.
By:
Casey Ives, President of the Central Division
Date:
ATTEST:
(Corporate Seal)
Corporate Secretary
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Exhibit A Scope of Work
HP 9000 K460 Server
DIS will deliver to the City one HP 9000 K460 Server configured as specified in Exhibit "C". HP
service technicians shall install the Server and an HP engineer shall come onsite to verify that all
specified equipment is working properly and that the Operating System is set up properly.
Payment for the HP 9000 K460 Server shall be made either by the City with its own funds or by
Hewlett Packard Technology Finance under a lease agreement between the City and Hewlett
Packard.
Upgrades
Over the life of this Agreement, hardware and software upgrades will be priced to the City using
the same discounts applied to similar hardware and software in the original purchase, as set forth
in Exhibit "C", Specifications.
Consulting Services
DIS will provide consulting services as needed to customize the configuration of HP/UX, install and
configure OmniBack, install Oracle, and perform system operational test. Other consulting services
are also available. The following fee schedule applies to all consulting:
Engagement Duration
Rate Structure
Discounted Fees
0 to 3 months
Level 1 - $180 per hour
Negotiable
Level 2 - $150 per hour
Level 2 - $125 per hour
Level 3 - $125 per hour
Level 3 - $100 per hour
Oracle Services **
$125 per hour
3 to 6 months
Level 1 - $180 per hour
Negotiable
Level 2 - $135 per hour
Negotiable
Level 3 - $112.50 per hour
Negotiable
Greater than 6 months
Level 1 - $180 per hour
Negotiable
Level 2 - $120 per hour
Negotiable
Level 3 - $100 per hour
Negotiable
The above rates are based on regular business days between the hours of 9am and 5pm. Work
outside the regular business day will be charged at 1.5 times the regular rate. The minimum
E - 1
business engagement duration is one (1) business day (8 hours). Onsite client visits will be billed
a minimum of one (1) business day.
Reimbursable Expenses
Service Provider shall not charge the City for mileage, lodging, meals, or other expenses unless
the appropriate City representative authorizes such expenses.
Consulting Services Procedures
For any Consulting Services provided to the City, a Statement of Work shall be prepared for
inclusion in a Work Order (Exhibit E). Such Statement of Work shall include a description of the
services to be provided, a Work schedule, and a maximum fee negotiated by and agreed to by both
parties. Changes in the agreed upon services, work schedule, or fees must be approved in writing
by the appropriate department representative. A purchase order and a Work Order will be issued
for each project undertaken by the Service Provider under this agreement.
" Discounted Service
DIS will provide to the City a $25 per hour discount from regular rates for installation and training
services for engagements lasting up to three (3) months.
** Oracle Services
DIS will provide Oracle consulting services including, but not limited to, installation of Oracle
Enterprise Utility, integration with OmniBack, and DBA tasks such as sizing, security setup, and
database tuning at a rate of $125 per hour.
Free Consulting
DIS will include a credit equal to 1 % of the total purchase price of the HP 9000 K460 Server and
related software, including additional hardware and software purchased from DIS within one year,
to be used for the procurement of consulting services from DIS, including installation, training, and
support related to the Finance System project.
E - 2
Exhibit B Confidentiality
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this
Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that
the City has established policies and procedures with regard to the handling of confidential
information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as "information") that are the property of and/or relate
to the City or its customers or suppliers, which access is related to the performance of services that
the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Contractor agrees
to treat as confidential (a) all information that is owned by the City, or that relates to the business
of the City , or that is used by the City in carrying on business, and (b) all information that is
proprietary to a third party (including but not limited to customers and suppliers of the City) . The
Contractor shall not disclose any such information to any person not having a legitimate need -to -
know for purposes authorized by the City. Further, the Contractor shall not use such information
to obtain any economic or other benefit for itself, or any third party, except as specifically
authorized by the City.
The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes generally
known to the public by publication or some means other than a breach of duty of this Agreement,
or (b) is required by law, regulation or court order to be disclosed, provided that the request for
such disclosure is proper and the disclosure does not exceed that which is required. In the event
of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone
to whom it is required to make such disclosure and shall promptly advise the City in writing of each
such disclosure.
In the event that the Contractor ceases to perform services for the City, or the City so requests for
any reason, the Contractor shall promptly return to the City any and all information described
hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced)
thereof, in its possession or control or as to which it otherwise has access.
The Contractor understands and agrees that the City's remedies at law for a breach of the
Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City
shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
E - 3
Exhibit C: Specifications
Configuration/Investment Analysis
Revised - May 29,1998
DIS Research, Ltd.
QIY
Description
Unit List Price
Disc.
Extended Net Price
$60,039
$43,228.08
1
HP 9000 K460 Server w/256mb base memory, 1 2GB FWD HDD
28%
1
First year system support, 24x7 w/ 4 hr. response time
$5,551
28%
$3,996.72
1
180mhz PA-Risc 8000 CPU w/2mb cache
$14,000
28%
$10,080.00
1
First year system support
$478
28%
$344.16
3
256mb high density ECC memory module
$4,000
28%
$8,640.00
1
Additional HP-PB slots (Q4)
$4,000
28%
$2,880.00
1
Fast CD -Rom Scsi-2 drive
$0
28%
$0.00
1
HP-UX Operating system w/unlimited users, v10.2
$12,520
28%
$9,014.40
1
First year system support
$1,380
28%
$993.60
1
Instant Ignition: HP-UX Operating System version preloaded
$195
28%
$140.40
2
100 Base T Lan Adapter
$2,000
28%
$2,880.00
1
HP-PB FWD Scsi-2 interface card
$1,586
28%
$1,141.92
1
100 Base T Lan Adapter license
$200
28%
$144.00
1
First year system support
$96
28%
$69.12
5
HSC FWD Scsi-2 Interface Card
$1,295
28%
$4,662.00
1
HP-HSC additional slots (Q4)
$8,000
28%
$5,760.00
1
HA Storage Enclosure with 4 4.3GB FWD HDD, power supply
$6,990
28%
$5,032.80
1
First year system support
$1,073
28%
$772.56
1
MirrorDisk/UX License for HA Array
$3,150
25%
$2,362.50
1
First year system support
$432
25%
$324.00
2
Rack mount Disk Array with AutoRAID Technology
$6,650
28%
$9,576.00
2
9.1GB low profile disk drives for disk Array (Q6)
$30,100
28%
$43,344.00
2
First year system support
$1,716
28%
$2,471.04
1
Rack Cabinet for Disk Array (Dual 2 Meter system Racks)
$7,456
28%
$5,368.32
1
HP Openview Glance -plus pack, tier 2
$4,090
25%
$3,067.50
1
First year system support
$498
25%
$373.50
1
HP Openview Omniback Il (Backup Manager and Agent)
$3,800
25%
$2,850.00
1
First year system support
$484
25%
$363.00
1
HP Openview OpenSpool Node and Print Manager License
$2,300
25%
$1,725.00
1
First year system support
$338
25%
$253.50
1
ANSI C Developer's Kit
$3,150
25%
$2,362.50
1
First year system support
$324
25%
$243.00
1
HP LaserROM Documentation (included under "manuals")
$0
28%
$0.00
1
Set Manuals (General Usage, Advanced Usage, System Admin)
$2,630
28%
$1,893.60
1
First year system support
$764
28%
$550.08
1
System Console Green Screen
$539
28%
$388.08
1
UPS, 5.5KVA Rackmounted HP Powertrust, 5m Power Cord
$10,050
25%
$7,537.50
1
DLT 7000 Tape Drive
$22,360
28%
$16,099.20
1
First year system support
$836
28%
$601.92
1
OnLine JFS License
$4,000
25%
$3,000.00
1
First year system support
$636
25%
$477.00
1
Incremental charge for support uplift to 2-hour on -site response
$5,964
28%
$4,294.08
Totals: (hardware and software) $193,177.80
Totals: (first year support, 24x7, 4 hour response) $16 127 28
Grand Total: $209,30708