Loading...
HomeMy WebLinkAbout513344 ATHENA ADVANCED NETWORKS - CONTRACT - AGREEMENT MISC - ATHENA ADVANCED NETWORKSPROFESSIONAL SERVICES AGREEMENT 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 Athena Advanced Networks, LLC, hereinafter referred to as "Professional". 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 Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence May 6, 2013, and shall continue in full force and effect until May 5, 2014, 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. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 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 notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) 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 Professional Services Agreement Page 1 of 10 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 employees, 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. Professional Services Agreement Page 10 of 10 9ATHEAD OP ID: ME ,d►`oRo CERTIFICATE OF LIABILITY INSURANCE 05110�/1D 3 N 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: R the certificate holder Is an ADDITIONAL INSURED, the polley(les) must be endorsed. N SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsemem. A statement on this Certificate time not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 641-779.4232 Hen insurance 1123 Royal Ave. 541.772-3963 Medford, OR 97504 Michelle L. Ely _ CONTACT NAME: PHONE E-MAIL AOORE69: INSU AFFORDING COVERAGE NAIC# INSURER A: The Hartford - -- 22357 INSURED Athena Advanced Networks, LLC PO Box 148 Jacksorrviile; OR 9T530 INSURERB: ---- .INSURERC:,_-- INSURER D : INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN. REDUCED BY PAID. CLAIMS. W R L TYPE OF INSURANCE POLICY NUMBER MND MMN V LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LABILITY CWMSJ,IADE Fx-1 OCCUR X Technology E 9.0 52SBAPWSW7 04113113 04/13M4 EACH OCCURRENCE 2,000,00 PREMISES E omurenceI _f E 1,000,00 MEDEXP(ArryanalN>'aan) E 10,00 PERSONAL f ADV INJURY E 2,000,00 GENERAL AGGREGATE E 4,000,0 GEN'L AGGREGATE LIMIT NWUES PER X POLICY PR6 LOC PRODUCTS -COMNOP AGO E 4;000; E A AUTOMOBILE X LDI9ILRY ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS ED HIRED AUTOS X AUTOS 52SBAPW5507 04/13/13 04113H4 COMBINED SINGLE LIMIT Ea aWdwt 2 ,000,00 BODILY INJURY (Per paraonl s BODILY INJURY (Paremldanl) f PR �P tDAMAGE � f f UMBRELLA LIAR EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE E AGGREGATE E DED I I RETENTION f E A WORKERS COMPENSATION AND EMPLOYERW LIABILITY ANY PROPiM1EroRIPARTNER,EXEIXITNE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In Ion X yyeess da lxo Unds DESCRIPRONOFOPERATIONSbebw MIA 52WECDQ2113 02128/13 02/28114 WC STATU- WITS TH- E.L. EACH ACCIDENT E 1,000,00 EL DISEASE - EA EMPLOYEE E 1,000,00 E.L. DISEASE - POLICY LIMIT E 1,000,00 (IESCRIPIION OF OPkTAT10N3ILOCATIOIMSIVEHICLE9 IAfhq,AMR0101�Addebntl RammisBdwdWa;Nman apm lanpolnd) . FORTC01 The City of Fort Collins, CO Mary Moore PO Box 680 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS: AUTHORIZED REPRESENTATIVE Michelle L. Ely 01998-2010 ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD sent to the following addresses: Professional: City: With Copy to: Athena Advanced Networks City of Fort Collins City of Fort Collins Attn: Dennis Matzen Attn: Mary Moore Attn: Purchasing Dept. PO Box 148 PO Box 580 PO Box 580 Jacksonville, OR 97530 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services 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, Proiect Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnity, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney's fees, arising directly or indirectly out of the Professional's negligent performance of any of the services fumished under this Agreement. To the extent permitted by law the City shall indemnify, save and hold harmless the Professional, its agents, and employees from and against all claims, liabilities, actions, judgments, costs and expenses and reasonable attorney's fees arising out of any third party claim related to the performance of the service under this Agreement unless such claims arise from any negligent acts or omissions, intentional or willful misconduct, or unlawful acts of the Professional. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000. 5. Contract Sum. The City shall pay the Professional for the performance of this Contract, Professional Services Agreement Page 2 of 10 subject to additions and deletions provided herein, per the attached Exhibit "A". 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary 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. Quarterly Report. Commencing ninety (90) days after the date of execution of this Agreement and every ninety (90) 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 required monthly report may, at the option of the City, suspend the processing of any partial payment request. B. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. 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. Professional Services Agreement Page 3 of 10 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. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of fifteen (15) 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; (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. 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., at. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will Professional Services Agreement Page 4 of 10 perform work under this Agreement; and 2. Professional will participate in either the a -Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the a -Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not Professional Services Agreement Page 5 of 10 terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not 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 of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement Page 6 of 10 THE CITY OF ORT OLLI By: LORADO Gerry S. Paul Director of Purchasing & Risk Management DATE: A 1" Zr= Z c 1 j NETWORKS, LLC IVA / IEN/ Title: Coo CORPORATEPRESIDENT OR VICE PRESIDENT Date: IJ I { qV 10,3 Professional Services Agreement Page 7 of 10 EXHIBIT A SCOPE OF WORK Services to be provided Athena Advanced Networks will provide the following services: A. Establish a secure link between Client network and Professional for the specific purpose of monitoring system usage and performance and error conditions. B. Provide Help Desk services to answer questions and assist Client personnel. Help desk services are available 24/7 365 days of the year. It is requested that routine issues be called in dudng normal business hours. C. Monitor the following devices: a. UNIX Configuration: i. Servers (5) ii. Network Switches (2) b. Windows Configuration: i. Servers (16) ii. Network Switches (2) D. Monitor and analyze system performance and status on a weekly basis and report problems as they are detected. E. Provide a quarterly review report that includes problems detected, actions taken, system performance and disk usage trends. F. Provide On -Request services as described herein. Client may desire services from Athena Advanced Networks that are outside of the system monitoring, support and reporting tasks as described above. Examples of these services include but are not limited to planning and design, adding or replacing equipment, training, back-up for in-house staff, and disaster recovery. Such services may be handled on an On -Request basis. The Professional will provide a written scope of work, a written estimate of time and charges for On -Request services requested in accordance with this section. This agreement includes a provision for On -Request services at a preferred rate of 150 per hour with a minimum of 4 hours per request unless an on -site visit is required. In the case of an on -site request the minimum is 8 hours. Professional will respond within 24 hours to requests from the primary or secondary contact with an estimated level of effort. Based upon the written agreement between the Professional and Client on a scope of work, level of effort, time frame and charges, the Professional will commence work. On -Request on site services may include expenses. When an On -Request estimate is provided, Athena will include an estimate of all travel expenses similar to the following example: Airfare $600 Car $270 Hotel $500 Meals $280 Fuel $50 Responsibilities of the Client Professional Services Agreement Page 8 of 10 A. Designate primary and secondary contacts and provide appropriate information for these individuals. B. Select and purchase Client hardware and software components associated with the listed monitored devices. C. Provide licenses for software running on the Client servers and programmable devices. D. Coordinate any installation, testing or changes with Professional to maintain system integrity. E. Provide end user support as may be required as applies to the listed monitored devices. F. Client shall be responsible for maintaining the network including all maintenance and security functions for the network used by all Client servers. G. Be responsible for application life —cycle in order to retain Vendor support. H. Arrange remote access for Professional via VPN facilities or other secured access to network and servers for monitoring and support activities. I. Arrange for replacement hardware components should a failure occur. J. Client agrees to work with Professional on a mutually agreed schedule to allow required maintenance services to be performed in a timely manner. K. Client agrees to provide physical access to server equipment and facilities as may be required by Professional to perform its duties under this Agreement. Payment Terms Client shall pay a yearly System Monitoring and Support fee in the amount of $26,100. Professional will invoice Client quarterly ($6,525/gtr.) (90 day segments) beginning the first day of the commencement month. Client shall pay invoice with 30 days of the invoice date. Professional shall provide On -Request services at a fee of $150 per hour plus expenses. Professional shall submit invoices monthly to Client detailing all agreed upon charges. Professional Services Agreement Page 9 of 10