HomeMy WebLinkAbout2016-2689lollsPrOfessional Services
`t'.iruir I' Service Agreement lolls
THIS MASTER SERVICE AGREEMENT ( "Agreement ") is made and entered into this Ist day of, December 2015 {"Effective
Date ") between Works Computing, Inc, (°Works Computing") and City of Columbia Heights (,Client"), Contractor and Operator are
also referred to as "party- and collectively as the "parties -, Subject to and in consideration of the mutual promises, conditions, and
agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. APPROVED VENDOR,
Upon execution of this Agreement and compliance with its terms, Client agrees
Client's list of approved vendors, that Works Computing shalt be added to
2. CONSULTING SERVICES AND DELIVERABLES
a) WORKS COMPUTING Consulting Services. WORKS COMPUTING, INC. will provide (to Client) the services of a consulting
nature (the "Consulting Services ") and the work product (the "Deliverables ") described in the proposal and/or statement of
work to which these Terms and Conditions are attached (jointly the "Statement of Work"). The Consulting Services will be
based, In whale or in part, upon information made available by Client to WORKS COMPUTING during this engagement,
y} Acceptance. Acceptance of Consulting Services and Deliverables will occur upon WORKS COMPUTING, (NC.'s performance
of the Consulting Services and delivery of the Deliverables to Client as specified in the Statement of Work. Acceptance or
use of Consulting Services and Deliverables shall not affect WORKS COMPUTING, WC,'s obligation under the warranties set
forth In Section 5, and such warranties shall survive acceptance and use.
} Service delivery hours: Standard business hours are defined as Monday through Friday 8:00 am regional time to 5:D0 pm,
excluding Holidays. Rates for services delivered during Standard Business hours are at the rate stated on the proposal
and/or Statement of Work, For services rendered outside of Standard Business hours, the following rates will apply. for
non - Holiday hours, rates for services will be one and one -half times the rate stated on the proposal and /or Statement of
Worse for Holiday hours, rates for services will be two times the rate stated on the proposal and /or Statement of Work,
I Time and Materials service hours. All service hours delivered will be billed in quarter hour increments,
Billable Travel Time. Travel time to and from customer site is billable at full hourly rate, All travel expenses are in addition to
the work estimate and will be billed directly to the Client,
Scheduling, Client and WORKS COMPUTING, INC, will mutually agree to a delivery schedule for services, if the delivery
schedule needs to be changed, WORKS COMPUTING, INC. requires a 48 -hour notice. Without such notice, cancellation fees
may be applicable a$ stated In the proposal and /or statement of work, Rescheduling of service delivery will be made on a
best effort basis.
Statement of Work. All Statements of work provided by WORKS COMPUTING, INC will be valid for a period of 90 days from
the issuance date. Should Operator approve an expired Statement of Work, WORKS COMPUTING, INC reserves the right to
revise the listed price, In addition, all Statements of Work will Include either a Project Management or Project Coordinator
fee equal to a minimum of ten percent (I0%) of the listed price.
Prices, The attached Rate Addendum reflects the prices associated with this Master Service Agreement.
3. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
a) Intellectual Property Rights, Neither party will gain by virtue of these Terms and Conditions (the `Terms„) any rights of
ownership of copyrights, patents, trade secrets, trademark or any other intellectual property rights owned by the other,
b) Confidentiality. WORKS COMPUTING, INC, recognizes and acknowledges that Client's trade secrets and confidential or
proprietary information, including such trade secrets or information as may exist from time to time, are valuable, special
and unique assets of Client's business, access to and knowledge of which are essential to the performance al the duties special
WORKS COMPUTING, INC, hereunder. WORKS COMPUTING, INC. will not, during or after the terra hereof, In whole in
Part, disclose such secrets or confidential or proprietary Information to any person, firm, corporation association of other
entity for any reason or purpose whatsoever, except as required by law, nor shah WORKS COMPUTING, INC, make use other
any such property for its awn purposes or for the benefits of any person, firm, corporation, or other entity (except Client) of
under any circumstances, during or after the term hereof, provided that after the term hereof these restrictions shall not
apply to such secrets or Information which are then in the public domain (provided that WORKS COMPUTING,. INC. was not
responsible, directly or indirectly, for such secrets or information entering the public domain without Client's consent),
I Associated Products or Services. Ownership of paten, logos, rights to advertisement of any manufacturer's product,
service or copyrighted or licensed software supplied by WORKS COMPUTING, INC. will not be transferred In any way to
Client under performance of services. No permission is granted to market associated products or services without the
express permission of the Owner of such Product or Service,
1801E. American Blvd, Suite 12 • Bloomington, MN 55425 • 4'olce /Fax (952) 745.1580/(952) 746.,1585
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Master icy Agreement
�. PAYMENTS
a) Fees and Taxes, Client will pay to WORKS COMPUTING, INC. the fees specified in the Statement of Work, in addition, Client
will reimburse WORKS COMPUTING, INC. for any out of pocket expenses reasonably incurred by WORKS COMPUTING, INC,
in connection with the performance of the services, Including travel and travel - related expenses, unless otherwise stated in
the Statement of Work. Prices do not Include sales, use, service, value added or like taxes or customs duties Such taxes and
duties, when applicable, will be added to WORKS COMPUTING, INC.'$ Invoices.
b) Payment Terms. All payments will be made within 20 days of the Invoice date, These credit terms are subject to WORKS
COMPUTING credit approval. WORKS COMPUTING may change credit terms upon reasonable notice at any time when, in
WORKS COMPUTING, INCA opinion, Client's financial condition, previous payment record, or the nature of Client's
relationship with WORKS COMPUTING, INC— so warrants,
c) Time of Payment if Client fails to pay, when due, any undisputed amount payable hereunder, Client agrees to pay, in
addition to any amount past due, interest accrued thereon at the lesser of one percent (1%) per month or the maximum
allowable interest under applicable law from the due date, until paid in full. If Client disputes and invoice or any part of an
Invoice, it shall do so in writing within 10 days of the invoice date. Client agrees to pay all reasonable expenses (including
reasonable attorneys' fees) incurred by WORKS COMPUTING, INC, In collecting any undisputed amounts payable hereunder.
d) Cancellation Fees. Client agrees to pay Cancellation Fees (if any) as specified In the Statement of Work.
S. WARRANTIES AND DISCLAIMER OF WARRANTIES
Warranty, WORKS COMPUTING, INC. warrants that it will perform its services in a workmanlike manner and consistent
with generally recognized commercial practices and standards and all applicable federal and state laws and regulations.
Third Party Hardware, Software, and Other Materials, WORKS COMPUTING, INC. will have no liability to Client arising from
or relating to and does not warrant any hardware, software or materials supplied under another agreement or by third
parties ( "Third Party Materials "), including, but not limited to, the selection thereof or failure of such Third Party Materials
to perform In accordance with specifications or any defects therein. Responsibility for the selection of Third Party Materials,
and any performance or functionality issues, or defectstherein, will lie solely with Client and/or the suppliers ) thereof.:
Warranty Disclaimer. THE WARRANTY CONTAINED IN SECTION 5 iS IN LIEU OF AND WORKS COMPUTING EXPRESSLY
DISCLAIMS, AND CLIENT HERESY EXPRESSLY WAfVES, ALL OTHER EXPRESS WARRANTIES OR CONDITIONS, AND ALL OTHER
WARRANTIES, CONDITIONS, AND OBLIGATIONS IMPLIED IN LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6, REMEDIES AND LIABILITIES
a) Liability and Limits. WORKS COMPUTING, iNC.'S AGGREGATE LIABILITY TO CLIENT FOR ANY REASON AND UPON ALL CLAIMS
AND CAUSES OF ACTION HEREUNDER WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT FOR THE CONSULTING
SERVICES, THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS INCLUDING WITHOUT LIMITATION SREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORTS. iN NO EVENT WILL EITHER PARTY BE
LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF DATA, LOSS OF PROFITS OR LOSS OF SAVINGS OR REVENUE, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES,
i) Timeliness of Action. In no event will any action be brought against WORKS COMPUTING, INC more than (6) six months
after the cause of action has accrued or 6 (six) months after the termination of this agreement or completion of all aspects
of the Statement of Work.
Allocation of Risk. The parties understand and agree that to the extent permitted by applicable law, the foregoing
exclusions and limitations of liability represent the parties' agreement as to allocation of risk between them in connection
with their respective obligations under these Terms, The fees Payable to WORKS COMPUTING, INC. reflect, and are set in
reliance upon, this allocation of risk and the exclusions and limitations of liability set forth in these Terns.
7. TERM AND TERMINATION
a) Term. The Terms will remain in effect from December 1'; 2015 through the 2015 calendar year based on the signature and
acceptance date below unless terminated earlier in accordance With the provisions set forth Wow,
b) Termination for Cause or insolvency, These Terms and the attached Statement of Work may be terminated immediately
upon written notice:
1) By either party, if the other party is In material breach of any of its obligations hereunder and fails to remedy such
breach within 15 days of receipt of a written notice by the other party which specifies the material breach,
2) By WORKS COMPUTING, INC., if Client fails to pay any amount due WORKS COMPUTING, INC, hereunder and does not
cure such default within ten (10) days of the date payment is due. WORKS COMPUTING, INC, may suspend
performance afGonsuhing Services during the cure period without prejudice to Its right to terminate hereunder;
3) By either party, if a receiver, liquidator or trustee of the other party is appointed by court order or receivership,
Insolvency or bankruptcy proceedings are commenced or a petition is filed by or against the other party under any
applicable liquidation, conservatorship, bankruptcy, moratorium, insolvency, reorganization or similar laws or the
Rev. 20190505 Professional Services Master Service Agreement
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Master Service Agreement
other party makes an assignment for the benefit of Its creditors, admits in writing its inability to pay its debts generally
as they become or otherwise takes any action or causes any action to be taken which the other party reasonably
believes will cause the acting party to be unable to perform Its financial obligations under these Terms,
Rights After Termination. Upon termination of these Terms, Client will pay WORKS COMPUTING, INC, for all Consulting
Services performed and charges and expenses incurred by WORKS COMPUTING, INC. up to the date of termination, and
Client will receive all work in progress for which client has paid.
S. MISCELLANEOUS
a) Dependencies. Client will comply with the general obligations specified In these Terms together with any specific Client
obligations described in the Statement of Work, in a timely manner. Client acknowledges that WORKS COMPUTING, INc.'s
ability to deliver the Consulting Services is dependent upon Client's full and timely cooperation with WORKS COMPUTING,
INC., as well as the accuracy and completeness of any Information and data Client provides to WORKS COMPUTING, INC.
b) Similar Services, Nothing In these Terms will prohibit WORKS COMPUTING, INC, from providing Consulting Services similar
to those provided hereunder to other Clients.
c) hiring of Employees, Each party agrees not to solicit, or make offers of employment to or enter into consultant
relationships with, employees or consultants of the other party if such person was involved, directly or indirectly, in the
performance of the Consulting Services governed by these Terms; provided, however, that nothing contained herein will
prevent a party from hiring any such employee or consultant who responds to a general hiring program conducted in the
ordinary course of business or who approaches such party on a wholly unsolicited basis.
d) No Publicity. Neither party will publicize or disclose to any third party without the consent of the other parry, either the
price or other provisions of these Terms nor the fact of Its existence and execution, except as may be necessary to comply
with other obligations stated In these Terms or the Statement of Work or required by law: Notwithstanding the foregoing,
WORKS COMPUTING, INC, may use Client's name and Identify this engagement in connection with general fists of clients
and experience,
e) independent Contractor. Works Computing is an independent contractor of Client under the terms of this Agreement.
Nothing contained in these Terms will be construed as creating a joint venture, partnership or employment relationship
between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express
or Implied, on behalf of the other. WORKS COMPUTING, INC. will not be responsible to perform any regulatory or
contractual obligation of Client and does not assume any responsibility for rChent s business operations.
Q Taxes. Each party is solely responsible for any taxes that become due and payable by that party as a result of the products
or services provided or accepted under this Agreement.
g) No Assignment. Except with respect to WORKS COMPUTING, iNC,`s rights regarding the use of subcontractors, neither party
may assign any rights or obligations under these Terms or any Statement of Work without the prior written consent of the
other party, provided however that WORKS COMPUTING, INC. may assign Its rights and obligations hereunder to an
affiliated entity at any time upon written notice to Client, This Agreement will be binding upon and Inure to the benefit of
the parties and their respective successors and permitted assigns.
h) Force Majeure. Neither party will be liable for performance delays or for non - performance due to causes beyond its
reasonable control.
1) Notices. Any notice provided pursuant to these Terms, if specified to be in writing, will be in writing and will be deemed
given: (a) if by hand delivery, upon receipt thereof; (b) if mailed, three (3) days after deposit in the mail of the country
where sender is located, postage prepaid, certified mail return receipt requested; (c) If by next day delivery service, upon
such delivery, or (d) if by facsimile transmission or electronic mail, upon confirmation of receipt.
SIGNATURE AND ACCEPTANCE
In signing this Master Service Agreement, both parties agree to all terms and conditions described herein and acknowledge that this
Master Service Agreement will govern all future Statements of Work issued to the client for the duration of the contract terms.
Signature-
Name: t 41°`J i a-�f —
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Signature:
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Title: Ata3V ��
Rev. 20150505 Professional Services Master Service Agreement
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������� Support Addendum
IT SOLUTIONS THAT WORK
Works Computing will provide the following monitored methods for support requests:
• Works Computing support E-mail address:
• Works Computing Client Portal
o CUentmay generate suppn�requests directly through our OientPo�u|
The following is a list of responsibilities the VVodo Computing Support Team is expected to perform as
part of this Agreement:
• Respond to support requests
• Provide or develop remediation solution for support requests
• Post-support review with client for major service disruptions
• Track all support requests and provide reports as necessary
Under this Master Service Agreement, client will be able to engage Works Computing resources at a 15%
reduced rate per the following Price Schedule:
Resource Category
Weekday
Rate
After Hours
I Weekend
Rate
Holiday
Rate
Weekday
Rate
After Hours
f Weekend
Rate
Holiday
Rate
Project Manager
$180.043
$270.00
$360.00
$153.00
$229.50
$306.00
Field Network Engineer
$180.00
$270.00
$360.00
$153.OG
$22950
$306.00
Field Storage Engineer
$180zo
$270.00
$36000
$153.00
$229,50
$306M
+ Field Server Engineer
$180,00
$270.00
$360.00
$153.00
$229,50
$306m
1 Field Virtualization Engineer
$180.00
$270.00
$360.00
$153.00
$22950
$306M
senior Network Engineer
$216.00
$324.00
$432.00
$183.60
$27540
$36720
senior Storage Engineer
$216,00
$324.00
$432M
$183,6G
$275.40
$367.20
Senior Server Engineer
$216.00
$324.00 1
$432.00
$193.60
$275�40
$367.20
senior Virtualization Engineer
$216.00
$324.00
$432.00
$183.6G
$27540
$36710
soffivare Defined Converged Solutions Engineer
$180.00
$27G.00
$360.00
$15300
$22950
$3mm
Solutions Consultant
$216.00
$324.00
$432.00
$183.60
$27544)
$36720
An additional 5% off will be applied to all Retainer or Block purchases over $5,000 per the following Price
After Hours After Hotirs
Weekday /Weekend Holiday Weekday / Weekend Holiday
Resource Category Rate Rate Rate Rate Rat e Rate
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!so ut /omscnnsutant
$216.00
$z/a,Go
$zzszm
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$2se�2o
$259.20
$zsezo
$25920
1801 E. American Blvd, Suite 12 - Bloomington, MN 55425 - Voice /Fax (952) 746-1580 / (952) 746-1585
$288.00
$aoozm
$345.60
5345.60
$345.60
$288.00
$18mo
$270.00
$360M
$144.00
$180,00
$270.00
$360i0o
$144.00
$216.OG
$324M
$432.00
$17MO
$216M
$324.00
$432M
$172.8G
$18mo
$270.00
$360M
$144.GO
$216.00
$z/a,Go
$zzszm
$azezm
$z1moo
$2se�2o
$259.20
$zsezo
$25920
1801 E. American Blvd, Suite 12 - Bloomington, MN 55425 - Voice /Fax (952) 746-1580 / (952) 746-1585
$288.00
$aoozm
$345.60
5345.60
$345.60
$288.00