HomeMy WebLinkAbout25-13 Approving an Agreement between the Town and Timberlan Small Business Group for IT Services 01-22-2025RESOLUTION NO.2543
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 2007; and
WHEREAS, given their expertise and experience with the Town's Information
Technology's services and needs staff finds that TimberLAN best meets the needs of the Town
and 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 thisZ�'}'day o �+���.� , 2025.
OF
Conyac�r,
ATTEST:
Missy Carranco, Deputy Town Clerk
APPROVES AS
William P. Hayashi, To6�i► Attorney
,COLORADO
AGREEMENT FOR PROFESSIONAL SERVICES
S AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into
this 2.z ay of 2025 (the "Effective Date"), by and between the TOWN OF FIRESTONE,
a Colorado municipal corporati4i 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 7239 Bradburn Blvd. Suite 250 Westminster, Colorado 80030 ("Contractor ") (each a
"Party" and collectively the "Parties").
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.
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 2025 Annual IT Support Services.
B. A change in the Scope of Services shall not be effective unless authorized as a modification to this
Agreement. If the 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.
B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall
pay the 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 $137,400. This amount shall include all fees, costs and
expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such
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fees, costs, and expenses. Contractor may submit periodic invoices, which shall be paid by the
Town within 30 days of receipt.
IV. PROrESSIONAL 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 Contractor 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, including the preference for
Colorado Labor set forth in C.R.S. Article 17 Title 8.
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
Sub -Contractor s to perform any work except as expressly set forth in the Scope of Services.
V. OWNERSHIP
A. 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.
Be If the Town reuses or makes any modification to Contractor's designs, documents or work product without
the prior written authorization of Contractor , the Town agrees, to the fullest extent permitted by law, to
release the Contractor, its officers, directors, employees and sub -Contractor s from all claims and causes
of action arising from such uses, and shall to the extent permitted by law 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.
C. The Town expressly acknowledges and agrees that the documents and data to be provided by Contractor
under the Agreement may contain certain design details, features and concepts from the Contractor'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 Contractor. Nothing herein shall be
construed as a limitation on the Contractor's right to re -use such component design details, features and
concepts on other projects, in other contexts or for other clients.
VI. INDEPENDENTCONTRACTOR
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
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Contractor, any Sub -Contractor of Contractor , or any officer, employee, representative, or agent of
Contractor or of any Sub -Contractor of Contractor .
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. CHANGE ORDERS
A. Change Order is a written instrument issued after execution of the Agreement signed by Town
and Contractor, stating their Agreement, as applicable, upon all of the following,
1. The scope of the change in the Work;
2. The amount of the adjustment to the Contract Price and
3. The extent of the adjustment to the Contract Times(s).
B. All changes in the Work authorized by the applicable Change Order shall be performed under
the applicable conditions of the Contract Documents. Town and Contractor shall negotiate in
good faith and as expeditiously as possible the appropriate adjustment of such changes.
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 obligations 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. Notice. Any notice under this Agreement shall be in writing and shall be deemed sufficient when
personally presented or sent pre -paid, firstclass United States Mail to the Party at the address
set forth on the first page of this Agreement.
F. Severability. If any provision of this 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 without the written consent of the other.
I. Governmental Immunity. The Town and its officers, 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. § 24A0-101, et seq., as amended, or otherwise available to the Town and its officers,
attorneys or employees.
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J, Rights and Remedies, The rights and remedies of the Town under this Agreement are in addition
to any other rights and remedies provided by law. The expiration of this Agreement shall in no
way 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, Subject to 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ATTEST:
Missy Carranco,
APP
William
ty Town Clerk
m
By;
COLORADO
uon �onyac �r.,
TIMBERLAN SMALL BUSINESS GROUP, INC
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fI0Eal "t
f'r,L "S�jCI�C�tiC- � �rF%�C�Pr1�
EXHIBIT A
SCOPE OF SERVICES
Contractor's Duties
During the term of this Agreement, Contractor shall perform the following duties, as directed by the
Town:
Annual IT Network Su ort - TimberLAN
$
88,000
Phone Support Cisco - TimberLAN
$
8,000
Special Pr ject — TimberLAN Domain Joint MDT's, CORA's
$15,000
Virtual Server Rebuilds - TimberLAN
$
25,000
SSL Certificates
$1,400
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EXHIBIT B
TimberLAN Engagement Agreement
TimberLAN 1una�ement Agreement
V50
This Agreement, between The Town of Firestone, (hereinafter referred to as "Customer") and TimberLAN
[nc., 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, intereet-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 work and/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 manner stated on the invoice provided by Servicer. Servicer has a right to collect funds for work performed, as
well 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 1.5% monthly or 18%
annually. Customer also agrees to pay court costs and reasonable attorney fees and interest as a result of
nonpayment for services rendered.
Liability Disclaimer
When planning, maintaining or resolving issues in a network environment, there is an inherent risk of data
loss due to failure of equipment or software. Servicer will exercise reasonable diligence to prevent 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, without 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,
any manufacturer's implied warranties of merchantability or fitness for a particular purpose. Servicer's
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responsibilities for installing hardware and software and for product warranties are limited to the manufacturer's
specifications, terms and conditions.
Solicitinrr Emgloyees
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 indirectly solicit, 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 Assm•ances
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 or implied; however, Servicer shall not be liable for any indirect, special, or consequential
damages arising out of this Agreement.
llisnute 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.
SECURITY ADDENDUM
The Town of Firestone requires any vendor personnel contracted to provide service within the
Firestone Police and Municipal Building at 9900 Park Avenue, Firestone Colorado 80504 undergo a
fingerprint -based background check.
Fingerprint -based background checks shall be required pursuant to the CJIS Security Policy for all
vendor personnel with direct, indirect, or situational access to the Firestone Police and Municipal Building
Access shall be denied to any personnel whose background check includes a felony conviction or
active warrant.
Fingerprints captured over one year prior to submission will not be accepted.
Vendor shall comply with all applicable standards of the Criminal Justice Information Services (CJIS)
security policy
TOWN OF FIRESTONg, - LORADO
ATTEST: ddS0\0 O Conya r., o
8
° 80
Missy Carranco, Deputy Town Clerk
coleiV"t� G MBERLAN SMALL BUSINESS GROUP, INC
41
S
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