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HomeMy WebLinkAbout25-15 Approving a Professional Services Agreement with the Town and Elevated Cloud Services for Network Security and VDI Subscription 01-22-2025RESOLUTION NO.25=15 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENTBETWEEN THE TOWN OFFIRESTONE AND ELEVATED CLOUD SERVICES LLC., FOR NETWORK SECURITY, DNS HOSTING AND VDI SUBSCRIPTION SERVICES WHEREAS, Elevated Cloud Services LLC is a partner company of TimberLAN Small Business Group, Inc., ("TimberLAN") who has been providing Information Technology Services to the Town of Firestone ("Town") on an annual basis since 2007; and WHEREAS, Given Elevated Cloud Services LLC's expertise and experience with the Town's Information Technology services it best meets the Town's needs for Network Security, DNS Hosting and VDI Subscription Services and staff recommends approval of the proposed Agreement between the Town and Elevated Cloud Services LLC. 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 Elevated Cloud Services LLC for Network Security DNS Hosting and VDI Subscription Services, 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 this`Z_Zazlay o v' , 2025. RADO ATTEST: Missy Carranco, Deputy Town Clerk APPROVED AS TO FORM: AGREEMLN I FOR PROFESSIONAL WERVICES TW .AGREENIEiVT FOR PROFESSIOIJAL SERVICE$ (the: "Agreement") is made and entered into this _%ay of 2025 (the "Efifective.Date"); t)y and between the TOWN OF FIRESTONE a Colorado municipal corporatfdn with an address of 9950 Park Avenue, Firestone, Colorado 80504 the "Town")., and. ELEVATED CLOUD SERVICES LLC: an independent Contractor with a principal place of business at.7239 Bradburn Blvd. Suite 250 Westminster; Colorado 80030. ("Contractor ") (eacha "Party" an.0 coilectivel}r the "Parties"). UIIHEREAS, the Town requires professional services and WHEREAS, Contractor has held itselfi out to the Town as having the requisite expertise and experience to perform the required .professional services. N.OW, THEREFORE, forthe consideration hereinafter set forth,:the receipt and sufficiency of which are hereby acknowledged, thei Parties,agree as follows: I. SC©PE OF SERVICES A. Contractor shall furnish all labor and materials requiretl for the_ complete and prompt:exeeution and performance of all duties, obligations, and responsiWitie.s.whichare described or reasonably implied from the Scope of Services set. forth in .Exhibit A., attached hereto _and incorporated herein. by.1his reference and known as 2025 Annual IT Suppari 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;. IL TERM AIJCf TERIVIiINATInN A. Thin Agreement shall commence 17rt the Effective Date and shall continue until Gontractor 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 date4 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. tll. COMPENSATION In consideration for the conipletion of the Scope of Services by Contractor, the Town shall pay Contractor an amount not. to exceed $62,d00.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 expe.nses..Contractor.may submit periodic invoices,: which shall be paid by the Town .within 30 days. of receipf. IV. PROFESSIVINIAL 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 bylaw-, The work performed.byContractor shall be.in accordance with& generally accepted `.professional practices and .ttie 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 pelformed 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 B., B. The Toown's review, approval or .acceptance of, or payment for any services shall not be cohstrued wto operate. as :a waiver of any rights under this Agreement or of any:cause of action arising out-oftheperformance. of this Agreement, Cr Because the Town. as Hired Contractor for ltt& professional expertise, Contractor agrees not to.employ Sub -Contractors to perform any work except as expressly set forth in the Scope. of Services. V. O'UIlIVPRSHIP A. Any materials, items, and workspecified,in the Scope of Services, and any.and all related.docurnentation and materials provided. or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges acid agrees that all work performed udder 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. suchmork. The Town may, with respect to. all or any portion of.such.work, use, publish, Aisplay, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, .or change: such work without -providing notice to :or receiving consent from Contractor. B. If the Town reuses or makes any modification to:.Contractor's designs, documents or work.productwithout the prior written authorization of Contractor , the.Town agrees, to. the fullest extent permitted by law, to release the Contractor , its officers, directors ,'employeesand .sub -Contractor's from all claims acid 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, wand. causes of action to 'the extent such costs and expenses arise from the Tow: ii's modification or reuse of the documents. C. The Town expressly acknowledges and agrees thatthe documents.and data to be. provided by Contractor under the Agreement may contain certain .design details, feature sand# concepts from the Contractor's own practice detail library;, which collectively may form portions of the design for the Project, but which W. 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 orfor other clients. VI. INI)EPE Nt}EN'FCONTRACifJR Contractor.is. an independent Cantrac#or. 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, emppyees or agents.of Contractor for all purposes., Contractor shall maKe. no representation that it is a Town employee far:anypurposes, 1/tt. INSl1F2ANCE A. Contractor:agrees to procure and maintain, at its.ouvn 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, the. Contractor shall procure. and maintain, and shall cause. any Subtontractor 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 IaW.1 2. Commercial General Liability. insurance with minimum 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, and employees, Contractor as additions! insureds. M1io.addltlonal insured endorsement shall contain any exclusion for bodily injury.or property damage arising from completed 'operations. 3. Professional -liability insurance with minimum liml#s of $1:,000,000 each claim and $2;00.0,000 general aggregate. 13. 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 3Q days- prior written notice to the: Town.. In the case of any clalms-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, and its employees Contractor #shall be excess and not contributory insurance to that provided. by Contractor: Contractor shall be solely responsible for any deductible losses under any policy. E: 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. INQtMNIFICATION. A.. .Contractor agrees to indemnify and hold harmless the Town. antl its:.officers; insarers, volunteers, representative, agents, employees,. heirs aril assigns from and against all claims, liability,.damages, losses; expenses and dehiands, 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 o.r.in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other fault of Contractor. , any Sub -Contractor of 4Contractor , or any officer,_ employee; representative, or agent of Contractor ,.orwwhich arise out:of a worker's compensation claim of anyemployee of Contractor or of any employee of any Sub -Contractor of -Contractor, Contractor 's liability under -this indemnification provision- shall be to the fullest extent:of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable- to, 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 aqd hold harmless .the Town may. be determined only after:Contractor's liability orfault has been determined by adjudication, alternative disputeresolution orotherwise.resolved.by mutual Agreement between the Parties, as provided by C.R`S. 13-50.5-102(8)(c).. iX. CMANGf�. rJRDERS A, Change Order is a wri#ten. instrumenf issued. after exeeution:of the Agreement signed. by Town and Contractorr., stating their_ Agreement, as applicable; upon all. of the following, 1. The scope of the change in the Work,# 2: The amount of the. d adjustment to the Contract Price and 3. The extent of .the adjustment.to the Contract Tlmes(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 :negotlate in good faith and as expeditiously as possible the appropriate adjustment of such changes. X:. MiSCELLANI;OUS A. GoyernincLLaw and Venue. This Agreement shall be: governed by the lags of the State of Colorado, and. any legal. action concerning the provisions hereof shall be brought in Weld County, Colorado.. B. No Walver. Deiays.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, pr'or:oral or written communications. ). Third Parties. There are no intended third. arty 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,.first-class United States Mail to the Party at the address set forth'on the first page -of this.AgreOment.. P. Severability. if any provision of this 4Agreoment 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. Assi ncnmment. Neither this Agreementnor any of thelighis 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 w employees, are. relying on, and do not waive or intend to waive by any provision: of this Agreement,. the monetary limitations .9r any other rights, immunities or protections provided by the Colorado Governmental immunity Act, C.R:S, § 2440401; of seq.,.as amended, or otherwise.:available to the Town and Jts officers,, attorneys or employees. Rihis 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 th.e Tow n'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 perforimed during. the current fiscal year is subject to annual appropriation; shall extend only to monies currently appropriated,. and shall not constitute a mandatary charge requirement; debtor liability bdyo>ld 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 execute the Agreement. IIV WITf�ESS UVHEREO.F, the Pariies have executed this.Agreement.as of the Effecfive.Date. ATTEST: Carranco, Deputy Town Clerk APPR4IIED f�S TO William P. f�layashi, Town ey /_-TOWN i= FI onyac Jr..; �f*O �wN'' t i rO m' � ; t� �O OO�NYY, G0 LORADO ELEVATED CLOUD:.SERVICES LLC. By: � EXHIBIT A SCOPE;OF SERVICES Contractor's Duties Quring the term of this Agreement; Contractor shall.perform..the following duties, as directed by ttie Town: VDI Subscriptions (Qty. 50I Security, DNS; Ankivirus, Endpoint; Spam $ 45,QQQ 97I.- . EXHIBIT B Elevated Cloud Services. LLC. Engagement Agreement Elevated Cloud emrices LLC Ena�ement A�rCem@rlt L' cif This Agreement, between The Town of Firestone, {hereinafter referred to as "Custamel") and Elevated Cloud Services LLC;,'a Colorado corporation, (hereinafter referred to. as "Servicer"), relating to. services,;ternis and conditions which are further described below. Description aFServiees Provide Network endpoint security, DNS hosting:and V.DI subscription services Rates anti. Expense Reimbursement Servicer shall charge: Customer a minimum base rate ;of 8?)5 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 perfot nred at a hi 7her base rate will be presented and approved and agreed upon by the: Customer and Servicer,. prior to its start, in writing. •Phis may be as an it div.iduaI 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.:0.0 PM Monday.through Vriday. excluding any. Holidays. Work:performed outside the effective, base rate.hours shall be billed at.1.5 tinges the effective. base7.ate. 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 mate. Customer agrees to pay Servicer for those hours worked iti a manner stated on the invoi6e'provided by.,5ervieer• Servicer has a right tocollect fonds for AVork perfi rmed. as ell as any expenses incurred on behalf of Customer., while Performing e performnwork for Customer. Rates will be ittvo.i wced 1. monthly.and tinder terms of net 30 daNrs: Unpaid invoices -will incur finance charges equal to 1.59/d monthly or 18°'. annually. C.ustomer'also agrees to pay court costs and reasonable. attdwrni ey fees abd. interest asa result of nonpayment for services rendered. Liafjllit-Y Disclaimer. wilen planlzing, maintaining or resolving. issues in a netw.ttrk emiirontrrent, there is:ari inheient riskofdata loss due to failure of equipment or software..Servicer will. exercise. reasonable diligende to prevent the loss of data is well as the avoidance of system down time or failure. C.ustoiner: specifically agrees that, Servicer. may not be held accountable. far the loss of data or the cost ofreconstruction..ot systems or data during4he course.of this engagement: Should .data loss or system.failure occur during ihis..enuagelnent,.Servicel' will, without assuming fault, niake all reasonable atwmpts..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 agt•ees fhat_Servicel� hasdestgned thel`I' infiastrueture around the Servicer's cut�t•ent facility envirotinient used to house, power, gaol, and run the equi.pliient•.Custotner is fully resporisible for the management, maintenance and upkeep requited to-thaintain that environment. Service is. not responsible -for any damage to equipment, loss 6f data; or downtimedue to: CustomeCs erivironmefital failures: In the event of a' facility or.facility component failure that.causes.service interruption, Customer understands and agrees that lha:time:Servicer+spends to restore services will.be billed as described in the Rates.and Expense Reimbursement section o€this.agreernent. F'urthermore,.Customer also agrees.thatthese charges are separate and not covered &under any other agreement or' service cap. Sack=up Copies of Database Sei-vicer:recomn-iends and Customer agrees to create, maintain and verify back-up copies.of all data pric?r to. any services beirig rendered on salsa data. Limited 'Warranties Servicer does not guarantee any warr6rities of any kind, express or implied; including, but not- limited to, any manufacturer's_ implied warranties of merchantab.ility-or fitness for a.'particularpurpose; Servicer's responsihilities.for installing hardware andsoftware and. for product: Warranties are limited tothe manui4acturer's specifcatioits, terms aril conditions. Soliciting EmE UOLV es 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'.indirectiv solicit, hire, contract or employ each other's employees, m1iether directly or.iirdirectly involved with this effort, for a period of. 180 days after this Agreement ceases, unless agreed to in writing by both` parties. Fot#hernrore..Servicet and Customeragree not to hire, contract, or eiiiploy an employee who has separated fronteither-organization. t.'or any reason for a period O` f I go days. tiorceNEiyjeure Servicer.shall.iiof be liable for any delay; failure in'performance. or interruption -of services resulting froin acts.of God, .civi.I or military catastrophe, transportation delays, .inabllityao obtain materials from suppliers, product deficiencies or' any other situation beyond the roasonab.le control of Servicer: Rurther Assurances Servicer provides a warranty for good workmanship with re'ard to`setwices rendered tinder. this -Agreement. The Wavranty extends. only to services.actuaily performed by` Servicer or its empl'oyees.and is In: lieu of other Svarranties, express or implied; however, Servicer shall not be liable: indirect,.special. br.consequential damages arising out of this. Agreement.. Disnrtte ResoIation Any dispute or disagreement arisinb:out.of.MIS Agreement.shall be settled.thrpugh binding arbitration, regardless ofany other means previously or otherwise stated. It will be the.obligation of Servicer to choose the arbitration association and obtain the required arbitrators. The pm ties.will pay the fees for arbitrators equally hereto. SECURITY ADDENDUM The Town of Firestone requires .any vendor personnel contractetl :ta. 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 tie.rei�uired pursuant to the C.)IS Security Policy for al 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 aver one year priorto submission wilt not be accepted: Ven.d.or shall comply with all`appiicable standards of the:Griminal.Justice information.Services (CJIS) security policy ATTEST; C" a co Missy Carranco, Deputy Town Clerk TOIiUN. 3 1 � •r :o o` r O .Gb By; LORAQQ GLOUD SIwRViCES:LLG.