HomeMy WebLinkAbout513344 ATHENA ADVANCED NETWORKS - CONTRACT - PURCHASE ORDER - 9130142Z
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation,
referred to as the "City" and Athena Advanced Networks LLC, hereinafter
'Professional'.
WITNESSETH:
by and
to as
In consideration of the mutual covenants and obligations herein expressed, it i$ agreed
by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance
with the scope of services attached hereto as Exhibit "A", consisting of one (1) page, and
incorporated herein by this reference.
2. Contract Period. The services to be performed pursuant to this Agreement
shall be initiated within five (5) days following execution of this Agreement. Services shall be
completed no later than March 1, 2013. Time is of the essence. Any extensions of he time
limit set forth above must be agreed upon in writing by the parties hereto.
3. Early Termination by City. Notwithstanding the time periods contained herein,
the City may terminate this Agreement at any time without cause by providing written r otice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) daysl prior to
the termination date contained in said notice unless otherwise agreed in writing by the
All notices provided under this Agreement shall be effective when mailed, postage pre0aid and
sent to the following addresses:
Professional:
City:
With Copy to:
Athena Advanced Networks LLC
City of Fort Collins
City of Fort Collins
Attn: Dennis Matzen
Attn: Mary Moore, Police
Attn: Purchasing D
pt
PO Box 148
PO Box 580
PO Box 580
Jacksonville, OR 97530
Fort Collins, CO 80522
Fort Collins, CO 80
22
In the event of any such early termination by the City, the Professional shall be paid for cervices
Standard Professional Services Agreement- rev03110
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rendered prior to the date of termination, subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole
right and remedy for such termination.
4. Design, Project indemnity and Insurance Responsibility. The Professifnal shall
be responsible for the professional quality, technical accuracy, timely completion land the
coordination of all services rendered by the Professional, including but not limited to
plans, reports, specifications, and drawings and shall, without additional com
promptly remedy and correct any errors, omissions, or other deficiencies. The Pf
shall indemnify, save and hold harmless the City, its officers and employees in accon
Colorado law, from all damages whatsoever claimed by third parties against the City; ;
City's costs and reasonable attorneys fees, arising directly or indirectly out of the Pro
negligent performance of any of the services furnished under this Agreement. To
permitted by law the City shall indemnify, save and hold harmless the Professional,
and employees from and against all claims, liabilities, actions, judgments, costs and
and reasonable attorney's fees arising out of any third party claim related to the perfc
isation,
Issional
ice with
Iforthe
sional's
i extent
agents,
penses
ance of
the service under this Agreement unless such claims arise from any negligent Jacts or
omissions, intentional or willful misconduct, or unlawful acts of the Profession',al. The
Professional shall maintain commercial general liability insurance in the amount of $ 00,000
combined single limits and errors and omissions insurance in the amount of $1,000,000.
5. Compensation. In consideration of the services to be performed purouant to
this Agreement, the City agrees to pay Professional a fixed fee in the amount of six t
dollars ($6,000). Monthly partial payments based upon the Professional's billings and
statements are permissible. The amounts of all such partial payments shall be based
Professional's City -verified progress in completing the services to be performed pursua
and upon the City's approval of the Professional's actual reimbursable expense:
payment shall be made following acceptance of the work by the City. Upon final pay
Standard Professional Services Agreement- rev03/10
2
iusand
:mined
on the
hereto
Final
ant, all
designs, plans, reports, specifications, drawings, and other services rendered by the
Professional shall become the sole property of the City.
6. City Representative. The City will designate, prior to commencement oi work, its
project representative who shall make, within the scope of his or her authority, all necec sary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the City Representative.
7. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to provide the City
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule; and other material information. Failure to provide any Irequired
monthly report may; at the option of the City, suspend the processing of any partial
request.
8. Independent Contractor. The services to be performed by Professional
of an independent contractor and not of an employee of the City of Fort Collins. The
not be responsible for withholding any portion of Professional's compensation hereunc
payment of FICA, Workers' Compensation, other taxes or benefits or for any other p
9. Personal Services. It is understood that the City enters into this
based on the special abilities of the Professional and that this Agreement shall be cc
an agreement for personal services. Accordingly, the Professional shall neither
responsibilities nor delegate any duties arising under this Agreement without the
consent of the City.
10. Acceptance Not Waiver. The City's approval of drawings, desig
specifications, reports, and incidental work or materials furnished hereunder shall not in
relieve the Professional of responsibility for the quality or technical accuracy of the
City's approval or acceptance of, or payment for, any of the services shall not be con;
operate as a waiver of any rights or benefits provided to the City under this Agreement,
Standard Professional Services Agreement- rev03/10
3
payment
re those
:ity shall
!r for the
ise.
reement
iered as
ign any
written
plans,
any way
'k. The
Trued to
11. Default. Each and every term and condition hereof shall be deem
to be a
material element of this Agreement. In the event either party should fail or refuse ttj perform
according to the terms of this agreement, such party may be declared in default.
12. Remedies. In the event a party has been declared in default, such
party shall be allowed a period of ten (10) days within which to cure said default. In
the default remains uncorrected, the party declaring default may elect to (a) terr
Agreement and seek damages; (b) treat the Agreement as continuing and requir
performance; or (c) avail himself of any other remedy at law or equity. If the non•
party commences legal or equitable actions against the defaulting party, the defau
shall be liable to the non -defaulting party for the non -defaulting party's reasonable atti
and costs incurred because of the default.
13. Binding Effect. This writing, together with the exhibits hereto
efaulting
t e event
ii ate the
specific
faulting
ti g party
1lpey fees
tes the
entire agreement between the parties and shall be binding upon said parties, theirlofficers,
employees, agents and assigns and shall inure to the benefit of the respective
personal representatives, successors and assigns of said parties.
14. Law/Severability. The laws of the State of Colorado shall
construction, interpretation, execution and enforcement of this Agreement. In the f
provision of this Agreement shall be held invalid or unenforceable by any court of c
jurisdiction, such holding shall not invalidate or render unenforceable any other provis'
Agreement.
17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-
C.R.S., et. seq., Professional represents and agrees that:
a. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an illega'
who will perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created
Public Law 208, 104th Congress, as amended, and expanded in Public L
Standard Professional Services Agreement- rev03110
4
>, heirs,
!rn the
ant any
npetent
i of this
01,
alien
n
�w 156,
108th Congress, as amended, administered by the United States Depart
Homeland Security (the "e-Verify Program") or the Department Program
"Department Program"), an employment verification program established
pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the empic
eligibility of all newly hired employees to perform work under this Agreerr
b. Professional shall not knowingly employ or contract with an illegal alien tt
perform work under this Agreement or knowingly enter into a contract with a
subcontractor that knowingly employs or contracts with an illegal alien to perforn
under this Agreement.
C. Professional is prohibited from using the e-Verify Program or Department
Program procedures to undertake pre -employment screening of job applicants w
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing
under this Agreement knowingly employs or contracts with an illegal alien, Profe.
shall:
1. Notify such Subcontractor and the City within three days that Pro
has actual knowledge that the subcontractor is employing or contracting
illegal alien; and
2. Terminate the subcontract with the subcontractor if within three c
receiving the notice required pursuant to this section the subcontractor c
cease employing or contracting with the illegal alien; except that Profess
shall not terminate the contract with the subcontractor if during such thre
the subcontractor provides information to establish that the subcontractc
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department") made in the course o
investigation that the Department undertakes or is undertaking pursuant to the a
established in Subsection 8-17.5-102 (5), C.R.S.
f. If Professional violates any provision of this Agreement pertaining to the
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreeme
Agreement is so terminated, Professional shall be liable for actual and conseoui
damages to the City arising out of Professional's violation of Subsection 8-17.5-
C.R.S.
g. The City will notify the Office of the Secretary of State if Professional
Standard Professional Services Agreement- rev03/10
5
of
work
this
rk
an
of
not
days
has not
If this
this
provision of this Agreement and the City terminates the Agreement for such
48. Special Provisions. Special provisions or conditions relating to the servi�es to be
performed pursuant to this Agreement are set forth in Exhibit "B", consisting of one 11) page,
attached hereto and incorporated herein by this reference.
Standard Professional Services Agreement- revo3110
6
THE CITY OF FORT COLLINS, COLORADO
BydrZe
li
s B.O'Neill II, CPPO, FNIGP
DirPurchasi g & Risk Management
DATE:
Zell/
Date: 2-1 � . 2—o l2.
ATTEST:
Corporate Secretary (Corporate Seal)
Standard Professional Services Agreement- rev03/10
EXHIBIT A
SCOPE OF WORK
Athena Advanced Networks will conduct a system and network review and deliver a
findings and recommendations. The review will include the following steps:
of
1. Inventory major components
2. Diagram network with connections and devices
3. Determine status and general condition of major components and "patch" levels or
servers and workstations
4. Review systems logs to determine if there are/have been device failures
5. Assess operating procedures — including service call -outs, backups, and securit
provisions
6. Review physical plant - including environment, security, access, and maintenan
7. Assess utilization of storage devices and processors to determine if the equipm nt is
adequate for the applications
8. Observe the performance of the network and network devices (including mobile
components) to determine the general performance and adequacy of the networ
9. Provide recommendations to improve systems and networks
The report review and findings will include the existing Unix based system and the planc for the
new Windows based system.
The report of Findings and Recommendations will contain the following information:
1. System Description
2. Network
3. Servers
4. Workstations
5. Operating Procedures
6. System Management
7. Backups
8. Security
9. Facilities
10. Summary of Findings and Recommendations
Details on Server and Workstation Configurations and the Network Diagram will be incl ded as
appendices.
Payment
The work will be performed for a fixed price of $6,000 including travel expenses. This
will become due and payable within 30 days of the acceptance of the report.
Standard Professional Services Agreement- rev03110
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EXHIBIT B
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City') I
this Agreement (the "Agreement"), the Professional hereby acknowledges that it
informed that the City has established policies and procedures with regard to the
confidential information and other sensitive materials.
rsuant to
ias been
'ndling of
In consideration of access to certain information, data and material (hereinafter individially and
collectively, regardless of nature, referred to as "information") that are the property f and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connectio with the
performance of services for the City may be confidential and/or proprietary. The Pro essional
agrees to treat as confidential (a) all information that is owned by the City, or that reeat s 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 supplies of the
City) . The Professional shall not disclose any such information to any person not iaving a
legitimate need -to -know for purposes authorized by the City. Further, the Professional shall not
use such information to obtain any economic or other benefit for itself, or any third part(, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional 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, providec that the
request for such disclosure is proper and the disclosure does not exceed that which is 1 equired.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall prompt y advise
the City in writing of each such disclosure.
In the event that the Professional ceases.to perform services for the City, or the City so equests
for any reason, the Professional shall promptly return to the City any and all inf rmation
described hereinabove, including all copies, notes and/or summaries (handw tten or
mechanically produced) thereof, in its possession or control or as to which it othe ise has
access.
The Professional understands and agrees that the City's remedies at law for a b
Professional's obligations under this Confidentiality Agreement may be inadequate
City shall, in the event of any such breach, be entitled to seek equitable relief (inclu
limitation preliminary and permanent injunctive relief and specific performance) in a
other remedies provided hereunder or available at law.
Standard Professional Services Agreement- rev03/10
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h of the
that the
without
on to all