HomeMy WebLinkAbout22-30 Agreement Timberlan Small Business Group, Inc for Professional Information Technology Services 02-23-2022RESOLUTION NO. 22-30
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE,
COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF
FIRESTONE AND TIMBERLAN SMALL BUSINESS GROUP, INC., FOR
PROFESSIONAL INFORMATION TECHNOLOGY SERVICES
WHEREAS, TimberLAN Small Business Group, Inc., ("TimberLAN") has been providing
Information Technology ("IT") Services to the Town of Firestone ("Town") on an annual basis
since 20070 and
WHEREAS, given their expertise and experience with the Town's Information
Technology's services and needs staff recommends approval of the proposed Agreement between
the Town and TimberLAN for Professional Information Technology Services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FIRESTONE, COLORADO:
The Professional Information Technology Services Agreement between the Town of
Firestone and TimberLAN Small Business Group, Inc., is approved in substantially the same form
as the copy attached hereto and made a part of this resolution and the Mayor is authorized to
execute the Agreement on behalf of the Town.
INTRODUCED, READ AND ADOPTED thisq��day of �eh , , 2022.
ATTEST:
ni
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�%V t.ORPo
WN OF FIRESTONE, COLORADO
Sind�lar, Mayor
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into
this day of �Qb , , 2022 (the "Effective Date"), by and between the TOWN OF FIRESTONE,
a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the
"Town"), and TIMBERLAN SMALL BUSINESS GROUP, INC an independent contractor with a principal
place of business at 191 University Blvd. Suit 313 Denver, Colorado 80206.
WHEREAS, the Town requires professional services; and
WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and
experience to perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows;
I. SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and prompt
execution and performance of all duties, obligations, and responsibilities which are described or reasonably
implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this
reference and known as: 2022 Annual IT Support Services.
B. A change in the Scope of Services shall not be effective unless authorized as an amendment
to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to
have waived any claim for additional compensation, including a claim based on the theory of unjust
enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or
representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a
course of action.
II. TERM AND TERMINATION
A. This Agreement shall commence on the Effective Date, and shall continue until Contractor
completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein.
Be
Either Party may terminate this Agreement upon 30 days advance written notice. The Town
shall pay Contractor for all work previously authorized and completed prior to the date of termination. If,
however, Contractor has substantially or materially breached this Agreement, the Town shall have any
remedy or right of set-off available at law and equity.
III. COMPENSATION
In consideration for the completion of the Scope of Services by Contractor, the Town shall pay
Contractor an amount not to exceed $173,040. This amount shall include all fees, costs and expenses
incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and
expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of
receipt.
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IV. PROFESSIONAL RESPONSIBILITY
A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the
services described herein and has all requisite corporate authority and professional licenses in good
standing, required by law. The work performed by Cohtractor.shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other practicing professional
firms in the same or similar type of work in the applicable community. The work and services to be performed
by Contractor hereunder shall. be done in compliance with applicable laws, ordinances, rules and regulations.
B. The Town's review; approval or acceptance of, or payment for any services shall not be
construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of
the performance of this Agreement.
C. Because the Town has hired Contractor for its professional .expertise, Contractor agrees not
to employ subcontractors to perform any work except as expressly set forth in the Scope of Services.
V. OWNERSHIP
Any materials, items, and work specified in the Scope of Services, and any and all related
documentation and materials provided or developed by Contractor shall be exclusively owned by the. Town.
Contractor expressly acknowledges and agrees that all work performed under the Scope of Services
constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire,"
Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work.. The
Town may, with respect to all or'any portion of such work, use, publish, display, reproduce, distribute, destroy,
alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent
from Contractor.
If the Town reuses or makes any modification to Consultant's designs, documents or work product
without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law,
to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes
A action arising from .such uses, and shall indemnify and hold them harmless from all costs and expenses,
including the cost of defense, related to claims and causes of action to the extent such costs and expenses
arise from the Town's modification or reuse of the documents.
The Town expressly acknowledges and agrees. that the documents and data to be provided by
Consultant under the .Agreement may contain certain design details, features and concepts from the
Consultant's own practice detail library, which collectively may form portions of the design for the Project, but
which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall
be construed as a limitation on the Consultant's right to ruse such component design details, features and
concepts on other projects, in other contexts or for other clients.
VI, INDEPENDENT CONTRACTOR
Contractor is an independent contractor; Notwithstanding any other provision of this Agreement, all
personnel .assigned by Contractor to perform work under the terms of .this Agreement shall be, and remain
at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation
that it is a Town employee for any purposes..
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/lie INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance
sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor
pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any
subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers
acceptable to the Town.
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with fninimum.combined single limits of $1,000,000
each occurrence and $2,000,000 general aggregate.. The. policy shall be applicable to all premises
and operations, and shall include coverage for bodily injury, broad form property. damage, personal
injury (including coverage for contractual and employee acts), blanket contractual, products, and
completed operations. The policy shall contain a severability of interests provision, and shall include
the Town and the Town's officers, employees, and contractors as additional insureds. No additional
insured endorsement shall contain any exclusion for bodily injury or property damage arising from
completed operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and
$2,000,000 general aggregate..
B. Such insurance shall be in .addition to .any other insurance requirements imposed by law..
The coverages afforded under the policies shall not be canceled, terminated or materially changed without
at least 30 days prior written notice to the Town. In the case of any claims -"made policy, the necessary
retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.
Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not
contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any
deductible losses under any policy.
C. Contractor shall provide to the Town a certificate of insurance as evidence that the required
policies are in full force and effect. The certificate shall identify this Agreement:
VIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers,
volunteers, representative, agents, employees, heirs and assigns from and against all claims; liability, damages,
losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including
without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or
damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with
this Agreement if such injury, loss, or damage is caused in whole or in part. by, the act, omission, error,
professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any
officer, employee; representative, or agent of Contractor, or which arise out of a worker's compensation claim
of any employee of Contractor or of any employee of any subcontractorof Contractor. Contractor's liability
under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented.
bythe degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or
any officer, employee, representative, or agent of Contractor or of any subcontractor.of Contractor.
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B. If Contractor is providing architectural, engineering, surveying or other design services under
this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be
determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute
resolution or otherwise resolved by mutual Agreement between the Parties, as provided by C.R.S. § 13-50.5-
102(8)(c).
IX. ILLEGAL ALIENS
A. Certification. By entering into this Agreement; Contractor hereby certifies that, at the time
of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under
this Agreement and that Contractor will participate in either the E-Verify Program administered by the United
States Department of Homeland Security and Social .Security Administration or the Department Program
administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of
all employees who are newly hired to perform work. under this Agreement.
B. Prohibited .Acts. Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to
Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work.
under this Agreement.
C. Verification.
1. If Contractor has employees, Contractor has confirmed the employment eligibility- of .all
employees who are newly hired to perform work under this Agreement through participation in either
the E-Verify Program or the Department Program,
2. Contractor shall not use the E-Verify Program or Department Program procedures to
undertake pre -employment screening ofjob applicants while this Agreement is being performed.
3. if Contractor obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien who is performing work under this
Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor
has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is
performing work under this Agreement, and terminate the subcontract with the subcontractor if within
3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not
stop employing or contracting with the illegal alien who is performing work under this Agreement;
except that. Contractor shall not terminate the. subcontract if during such 3 days the subcontractor
provides information to establish that the subcontractor has not knowingly employed or contracted
with an illegal alien who is performing work under this. Agreement.
D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by
the Colorado Department of Labor and Employment made in the course of an investigation conducted
pursuant to C.R.S. § 8-17.5=102(5)(a) to ensure that Contractor is complying with the terms of this Agreement.
E. Affidavits. If Contractor does not have employees; Contractor shall sign the "No Employee
Affidavit" attached hereto. If Contractor wishes to ver8fy the lawful presence of newly hired employees who
perform work under the Agreement via the Department Program, Contractor shall sign the "Department
Program Affidavit" attached hereto.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be. governed by the laws of the State of
Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado.
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of
this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this
Agreement.
C. Integration. This Agreement constitutes the entire Agreement between the Parties,
superseding all prior oral or written communications.
D. Third Parties. There: are no intended third -party beneficiaries to this Agreement.
E. No#ice. Any notice under this Agreement shall be in writing, and .shall be deemed sufficient
when directly presented or.sent pre -paid, first class United States Mail to the Party at the address set forth
on the first page of this Agreement.
F. Severability. If any provision of thin Agreement is found by a court of competent jurisdiction
to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and
effect.
G. Modification. This Agreement may only be modified upon written Agreement of the Parties.
H. Assignment: Neither this Agreement nor any of the rights or obligations of the. Parties. shall
be assigned by either Party wi#hout the written consent of the other.
1. Governmental Immunity. The Town and its officers, :attorneys and employees, are relying
on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any
other rights, immunities or protections provided by the Colorado Governmental Immunity Act; C.R.S. § 24-
10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees,
J. Rights and Remedies. The rights and. remedies of the Town under this Agreement are in
addition to any other rights and remedies provided bylaw. The expiration of this. Agreement shall in noway
limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work
negligently or defectively performed.
K. Subiectto Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution,
any financial obligation of the Town not performed during -the current fiscal year is subject to annual
appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory
charge, requirement, debt or liability beyond the current fiscal year.
L. Representative Authority. Each person signing this Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute the Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date,
ATTEST:
Je,6sicJa Koenig, 7�own Clerk
APPROVED AS T
William
By:
TIMBERLAN SMALL BUSINESS GROUP, INC
NO EMPLOYEE AFFIDAVIT
To be completed only if Contractor has no employees
�. Check and complete. one:
❑ I, , am a sole proprietor doing business as
1 do not currently employ any individuals. Should I employ any employees
during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the
lawful presence verification requirements outlined in that Agreement.
OR
❑ I, am the sole owner/member/shareholder of
a [specify type of entity
corporation, limited liability company], that does not Currently employ any individuals. Should I employ any
individuals during the term. of my Agreement with the Town, I certify that I will comply with the lawful presence
verification requirements outlined in that Agreement.
2. Check one.
❑ I am a United States citizen or legal permanent resident.
The Town must verify this statement by reviewing one of -the following items;
■ A valid Colorado driver's license or a Colorado identification card;
■ A United States military card or a military dependent's identification card;
■ A United States Coast Guard Merchant Mariner card;
■ A Native American tribal document;
In the case of a resident of another state, the driver's license or state -issued identification
card from the state of residence, if that state requires the applicant to prove lawful presence
prior to the issuance of the identification card; or
Any other documents or combination of documents listed in the Town's "Acceptable
Documents for Lawful Presence Verification" chart that ,prove both Contractor's
citizenship/lawful presence and identity.
OR
❑ I am otherwise lawfully present in the United States pursuant to federal. law.
Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement
("SAVE') program, and provide such verification to the Town.
Signature
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FIRESTONE
Date
DEPARTMENT PROGRAM AFFIDAVIT
To be completed only if Contractor participates in the Department of Labor Lawful Presence venfication Program.
I, ; as a public contractor under contract with the Town of Firestone (the
"Town"), hereby affirm that:
1. I have examined or will examine the legal work status of all employees who are newly hired
for employment to perform work under this public contract for services ("Agreement") with the Town within
20 days after such hiring date
2. I have retained or will retain fle copies of all documents required by 8 U.S.C. § 1324a, which
verify the employment eligibility and identity of newly hired employees who perform work under this
Agreement; and
3. I have not anal will not alter or falsify the identification documents for my newly hired
employees who perform work under this Agreement.
Signature
STATE OF COLORADO )
)SSW
COUNTY OF )
The foregoing instrument
2022, by
My commission expires:
(SEAL)
Date
was subscribed, sworn to (or affirmed) before me this —
Notary Public
as
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GIRL tunE
EXHIBIT A
SCOPE OF SERVICES
Contraetoc's Duties During the term .of this Agreement, Contractor shall perform the following services, as
directed by the Town,
Annual IT Network Support - TimberLAN
$
84,000
Phone Su ort Cisco- TimberLAN
$
8,040.00
IT,Support for mi ration.to centralsquare S illmen -TimberLAN
Special Project - TimberLAN
$
$
40,000
5,000
Virtual .Server Rebuilds - TimberLAN
$
35,000400
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EXHIBIT B
TimberLAN Engagement Agreement
TiinnberLAN EneaeementAireement
v 5,0
This Agreement, between The Town of Firestone, (Hereinafter referred to as "Customer") and TimberLAN
Inc:, a. Colorado corporation, (hereinafter referred to, as "Servicer"), relating to services, terms and conditions which
are further described below,
Description of Services
Network, LAN, WAN; server, workstation, database, consulting, support, interneY related activities, accessories, and
sales services.
_Rates and Expense Reimbursement
Servicer shall charge Customer a minimum base rate of $225 per hour for services provided on behalf of
Customer: A higher base rate may apply based on.the scope of workAnd/or engineer involved. Work to be
performed at a higher base rate will be presented and approved and agreed upon by the Customer and Servicer, prior
to its start, in writing. This may .be as an individual agreement only outlining the rate change, or included in a
Statement of Work. The effective base rate shall be for work performed between the hours of 8:00 AM to 5:00 PM
Monday through Friday excluding any Holidays. Work performed outside the effective base rate hours shall be
billed at 1.5 times the effective base rate. Work performed between 5:00 PM Saturday and 8:00 AM Monday and/or
on Holidays will be billed at 2 times the effective base rate. Customer agrees to. pay Servicer for those hours worked
in a inanner stated on the invoice provided by Servicer. Servicer has a right to collect funds for work performed, as
welt as any expenses incurred, on behalf of Customer, while performing work for Customer. Rates will be invoiced
monthly and under terms of net 30 days. Unpaid invoices will incur finance charges equal to 1.56/6monthly or 18%
annually. Customer also agrees to pay court costs and reasonable attorney fees and interest as aresult of
nonpayment for services rendered.
Liability Disclaimer
When planning; maintaining or resolving issues in a network environment, .there is an inherent.rish of data
loss due to failure of equipment or software. Servicer will exercise reasonable diligence to preven. t the loss of data
as well as the avoidance of system down time or failure. Customer specifically agrees that Servicer may not be held
accountable for the loss of data or the cost of reconstruction of systems or data during the course of this engagement.
Should data loss or system failure occur during this engagement, Servicer will, witliout assuming fault, make all
reasonable attempts in the recovery of data and the repair of systems. The repair and recovery will both be billed at
the usual hourly rate.
Customer Facilities.
Customer agrees that Servicer has designed the .IT infrastructure around the Servicer's current facility
environment used to house, power, cool,and run the equipment. Customer is fully responsible for the management,
maintenance and upkeep required to maintain that environment. Service is not responsible for any damage to
equipment; loss of data, or downtime due to Customer's environmental .failures. In the event of a facility `or facility
component failure that causes service interruption, Customer understands.and agrees that.. the time Servicer spends to
restore services will be billed as described in the Rates and Expense Reimbursement section of this agreement.
Furthermore, Customer also agrees that these charges are separate and not covered under any other agreement or
service cap.
_Back-up Copies of Database.
Servicer recommends and Customer agrees to create, maintain and verify back-up copies of all data prior to
any services being rendered on said data.
Limited Warranties
Servicer does not guarantee any warranties of any kind, express or implied, including, but not limited to,
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any manufacturer's implied warranties of merchantability or fitness for a particular purpose, Servicer's
responsibilities for Installing hardware and software and for product warranties are limited to the manufacturer's
spee'f►catioris, terms and conditions,
Soliciting Employees
Servicer and Customer realize each other's staff members are valuable assets to each other's corporation.
Servicer and Customer therefore agree not to directly or indirectlysolicit, hire, contract or employ each other's
employees, whether directly or indirectly involved with this effort, for a,period.of 180 days after this Agreement
ceases, unless agreed to In writing by both parties. Furthermore, Servicer and Customer agree not to hire, contract,
or employ an employee who has separated from either organization for any reason for a period of 180 days.
_Force Maieure
Servicer shall not be liable for any delay, failure 'in performance or interruption of services resulting from
acts of God, civil or military catastrophe, transportation delays, inability to. obtain materials from suppliers, product
deficiencies or any other situation beyond the reasonable control of Servicer.
Further Assurances
Servicer provides a warranty for good workmanship with regard to services rendered under this Agreement.
The Warranty extends only to services actually performed by Servicer or its employees and is in lieu of all other
warranties, express of implied; howevei; Servicer shall.not be liable for any indirect, special, or consequential
damages arising out of this Agreement.
Dispute Resolution
Any .dispute or disagreement arising out of this Agreement shall be settled through binding arbitration,
regardless of any other means previously or otherwise stated. It will be the obligation of Servicer to choose the.
arbitration association and .obtain the required arbitrators. The parties will pay the fees for arbitrators equally hereto.
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