HomeMy WebLinkAbout20070360.tiff RESOLUTION
RE: APPROVE CO-LOCATION SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN
- DIGETEKS, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Co-Location Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, Employment
Services Learning Lab, and the DigeTekS, LLC, commencing upon full execution, with terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Co-Location Services Agreement between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Services, Employment Services Learning Lab, and the DigeTekS, LLC, be,
and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 12th day of February, A.D., 2007.
BOA OF COUNTY COMMISSIONERS
WEL C UNT� tip D
ATTEST: i�6 cry
45*
E. Long, Chair
Weld County Clerk to the Boar B5! .$_,
At--f „ „Ao-Tem
Deputy Clerk to the Board
W7 F. Garcia
A O DAS � D
Robert D. asden
unty Attorney
Dougla Rademach r
Date of signature: 3/6/0 7
2007-0360
00 '. N5��3c eb 0 HR00707
MEMORANDUM
DATE: February 1,2007
WINC
TO: David E. Long, Chair, Board of County Commissioners FROM: Walt Speck l
man, Executive Director Human Services Ui6"
COLORADO
SUBJECT: Co-Location Service Agreement with DigeTekS, LLC
Enclosed for Board approval is a Co-Location Service Agreement between Employment Services
Learning Lab and DigeTekS,LLC,to provide rental space for IT equipment and broadband internet
access for the new method of delivery.
Employment Services Learning Lab is in the process of upgrading its current system. The upgrade
is a new method of delivery to provide newer and more demanding software to its customers. This
upgrade will allow continued functionality of the learning and assessment software that has been
upgraded to meet the increased demand for additional services. The new configuration will allow
the lab to increase capacity and hold down the cost of delivery. This is accomplished by keeping the
delivery in the Greeley Lab as an LAN while utilizing two(2)Citrix servers housed at a co-location
facility that can accommodate the volume of bandwidth necessary to deliver the software programs
to customers outside of the Greeley office.
Once completed, the Weld County Employment Services customers will be able to access the
Learning Lab where ever high speed internet is available. This delivery will allow the county's
customers access to Learning Lab services without having to travel to the Learning Lab in Greeley.
If you have any questions, please call me at extension 3317.
•-,
I
tin
2007-0360
DigeTekS LLC
5795 Oak Meadows Blvd
Firestone,CO 80504
P: (303)536-5052 F: (303)536-5053
Co-Location Services Agreement
This Services Agreement is made and entered into by and between DigeTekS,LLC and Employment
Services of Weld County Learning Lab("the Company"). DigeTekS,LLC and the Company are collectively
referred to hereinafter as the"Parties".
The Company desires to have services provided by DigeTekS,LLC,therefore,the Parties agree as follows:
Services Provided
DigeTekS,LLC will provide the Company with Internet access to and use of rental space for IT
equipment in a DigeTekS' rack located in the Reveal Co-Location data center located at 1880 Industrial
Circle Suite D-Longmont,CO 80501. By signing this Agreement,both parties accept the terms
and conditions of this Agreement.
Co-Location Environment
DigeTekS,LLC will provide the following environment to the Company:
• A secured rack in which the device(s)will be rack-mounted
• The requested number of units for rack installation of the device(s)
• Up to two managed power distribution unit connections for each device
• One private IP address for each device
• Up to two 10/100 Ethernet ports for each device
• Firewall services for protection of the device(s)from the Internet
• KVM switch with Monitor,Keyboard and Mouse access for managing the
device(s)
• Monitoring services to track up-time status of the device(s)provided by a
DigeTekS hosted server
• Internet connectivity for the device(s)with total bandwidth limited as defined in
Addendum A. DigeTekS,LLC will track bandwidth usage for each device and
average the usage at the end of each month.
Upgrades/Changes and Maintenance Times
Services will be down the first Tuesday of every month from 6:00 PM to 10:00 PM for
maintenance. Additional down times will be scheduled as necessary with 24-hour prior
notification to the Company. These will include security/critical updates and/or
application upgrades.
Testing
The Company agrees to assist with testing updates to applications and the co-location
environment to confirm functionality and assist DigeTekS in resolving issues.
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Term
This Agreement shall begin on the date signed and continue in full force and effect for a period of twelve
(12)months. The Agreement may be extended by mutual agreement,unless terminated earlier by
operation of and in accordance with this Agreement. After the twelve month period,this Agreement will
renew monthly unless another twelve month contract fee is negotiated or written notice is given forty-five
(45)days prior to cancellation.
Fees and Payment
The Company agrees to pay a contract fee to DigeTekS,LLC in exchange for the services as described in
Addendum A and based on the following fees:
a. $200.00 monthly payment per unit of rack space or a discounted rate of$2,040 paid in advance per
annum per unit of rack space.
b. $500.00 rack installation fee per device.
c. The Company agrees that the contract fee may be subject to increase based on additions to or from
the quantity or nature of the services provided,and as the Company expands their business,or of the
provision of additional services not specified herein.
Payment will be invoiced five(5)days prior to the end of each month and due on the first day of each
month for the following month. If payment is not received by the 5th day of the month,a 2%interest rate
will be applied daily to the balance as a late fee. If payment has not been received by the 15'"day of the
month,services will stop until payment is received. If DigeTekS,LLC is required to collect past due
balances,DigeTekS,LLC shall also recover all attorney fees and costs associated with such recovery.
As compensation for additional support/services beyond the original setup of the environment,the
Company shall pay DigeTekS,LLC at the standard consulting rate of$150 per hour. Work completed
will be invoiced every two weeks,payable in 30 days.
Service Level Agreement (SLA)
The SLA Standard Plan is part of DigeTekS,LLC Hosting Service,and does not require a revenue
commitment or additional monthly charge,nor does it provide for any performance bonuses or service
level agreement-specific reports. This provides a best effort to maintain system availability between 6:00
AM to 6:00 PM MST Monday through Friday. If a problem or error occurs that prevents access to the
services,resolution of this problem should be resolved within a 48-hour period from the time that
DigeTekS,LLC is notified,assuming that the problem is within the control of DigeTeks,LLC. If the
resolution takes more than 48-hours from the time of notification by the Company,then DigeTekS will
credit the Company on a pro-rated rate for days beyond the first 48-hours.
Further SLA plans are available providing extended services availability upon request for additional fees.
The Company must request such credit within seven(7)days after Network Unavailability. DigeTekS
will calculate Network Unavailability in a calendar month. Credits will not be provided in the event that
the Services Unavailability was due to(i)scheduled maintenance as posted from time to time at
DigeTekS,LLC,(ii)the Company's behavior or the performance or failure of the Company's equipment,
facilities or applications,or(iii)circumstances beyond DigeTekS'reasonable control,including,without
limitation to acts of any governmental body,war,insurrection,sabotage,embargo,fire,flood,strike or
other labor disturbance,interruption of or delay in transportation,unavailability or interruption or delay in
telecommunications or third party services(including DNS propagation),failure of third party software or
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Co-Location Environment Agreement
hardware or inability to obtain raw materials,supplies,or power used in or equipment needed for
provision of site.
Intention to Add Services
DigeTekS,LLC intends to provide additional services to the Company as needs change and new services
become commercially available. Each offering will require a contract modification with negotiated
pricing agreements. As new services become available,DigeTekS,LLC will provide the Company with
the necessary documentation and detailed service information to ensure that the Company's risk is
minimized,additional savings are realized, and the performance and reliability of the added service on the
network is sustained at the quality level defined for DigeTekS' services.
User Responsibilities
The Company is responsible for the device(s)and any required insurance or maintenance costs. In
addition,the Company is responsible for the configuration and maintenance of anything that is installed
on the device including but not limited to: operating system,all forms of software,anti-virus,data
backup,data security,access methods and user accounts.
The Company may not initiate sites that provide any of the following content or links on any DigeTekS,
LLC provided networks or servers:
• Pirated Software(Warez)or any software that is copyrighted and not freely available for
distribution without cost
• Hacking,phreaking,viruses,anarchy,etc.
• IRC Bots,Spamware
• Archives(music,video and program archives)
• Sexually explicit,obscene or pornographic content(whether in text or graphics)
• Speech or images that are offensive,profane,hateful,threatening,harmful,defamatory,
libelous,harassing,discriminatory(whether based on race,ethnicity,creed,religion,gender,
sexual orientation,physical disability or otherwise)or that promote any illegal activity
• Graphic violence
The Company agrees not to interfere with the operation of the system. The Company further agrees not
to interfere with the proper operation of other systems reachable through the Internet,including any
attempt at unauthorized ac-ress. The Company agrees to adhere to system policies as published by
DigeTekS,LLC, including restrictions on services available with each service type,restrictions on certain
features,and all other policies. The Company agrees to abide by any and all future DigeTekS,LLC
policy decisions. DigeTekS,LLC reserves the right to terminate any account that does not conform to
these requirements.
In the event of damage to the Internet Data Center,its operations,other customers'services or property,or
DigeTekS,LLC property caused by misuse or negligence by the Company,the Company will be billed
for time and materials necessary to correct the problem.
Hosting Service Provider's Rights
The Company agrees that DigeTekS,LLC has the right to monitor services electronically from time to
time and to disclose any information as necessary to satisfy the law,or to protect itself or its subscribers.
DigeTekS,LLC reserves the right to refuse to post or to remove any information or materials,in whole or
in part,that,in its sole discretion,are unacceptable, undesirable,or in violation of this Agreement.
DigeTekS,LLC also reserves the right to refuse refunds in cases where DigeTekS,LLC believes abuse
has taken place.
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DigeTekS,LLC reserves the right to monitor any and all communications through or with the facilities in
use. The Company agrees that DigeTekS,LLC is not considered a"secure communications medium" for
the purposes of the ECPA(Electronic Communications Privacy Act),and that no expectation of privacy is
afforded.
In the event DigeTekS,LLC network engineers determine the Company equipment to be causing any
network disruption,it may be disconnected or shut down immediately and without warning.
Contents of Messages
The Company is solely responsible for the contents of messages and the Company's website and the
consequences thereof. The Company agrees not to do anything which would restrict or inhibit any other
user from using and enjoying the Internet. The Company further agrees not to use DigeTekS,LLC to
send any messages or material that are unlawful,harassing,libelous,abusive,threatening,harmful,
vulgar,obscene,or otherwise constitute a criminal offense,give rise to civil liability,or otherwise
objectionable material of any kind or nature or that encourages conduct that could constitute a criminal
offense,give rise to civil liability,or otherwise violate any applicable local, state,Federal or international
law or regulation. DigeTekS,LLC reserves the right to terminate the Company's account if DigeTekS,
LLC becomes aware and determines,in its sole discretion,that the Company is violating any of the
foregoing guidelines.
Unlawful or Prohibited Use
As a condition of the Company's use of the DigeTekS,LLC Hosting Service, the Company warrants to
DigeTekS,LLC that the Company will not use the DigeTekS,LLC Hosting Service for any unlawful
purpose. Transmission,distribution,or storage of any information,data or material in violation of
Federal or state regulation or law,or by common law,is prohibited. This includes,but is not limited to,
material protected by copyright,trademark,trade secret,or any other statute. DigeTekS,LLC reserves
the right to remove such illegal material from the DigeTekS,LLC servers immediately.
Limitations
This Agreement is for services only and does not cover hardware or software specifications,defects,
design limitations,or the repair or replacement of any equipment or component thereof. DigeTekS,LLC
specifically disclaims all implied warranties,including the implied warranties of merchantability or
fitness for a particular purpose. In no event will DigeTekS,LLC be liable to the Company or to a third
party for special,collateral,exemplary,indirect,incidental,or consequential damages(including,without
limitation, loss of good will,profits,revenues or savings, loss of use,interruption of business, or claims of
customers of the Company)whether such damages occurred prior or subsequent to,or are alleged as a
result of tortuous conduct or breach of any of the provisions of this Agreement,even if DigeTekS,LLC
had been advised of the possibility of such damages.
No Joint Venture or Partnership
This Agreement is a contract for the provision of services only.It does not,and shall not be construed,to
create a joint venture or partnership between the parties.
Conflicts of Interest; Non-Hire Provision
DigeTekS,LLC is expressly free to perform services for other parties while performing services for the
Company. During the contract and for a period of six months following any termination,DigeTekS,LLC
shall not,directly or indirectly hire, solicit,or encourage to leave any employee,consultant,or contractor
of the Company without a written agreement between the Company and DigeTekS,LLC. The Company
shall also not directly or indirectly hire,solicit,or encourage to leave any employee,consultant,or
contractor of DigeTekS,LLC without a written agreement between the Company and DigeTekS,LLC.
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Termination
Either party hereto may terminate this Agreement at any time upon 45 days prior written notice.Either
party will have the right to terminate this Agreement immediately in the event of a material breach by the
other party. However,none of the Company equipment located at the Co-Location data center can be
removed when payments are not current or are considered past due. All accrued payment obligations,
indemnities and obligations will survive any termination.
If the Company's account is paid in full,upon termination of the account,any hardware located at the Co-
Location data center must be removed within seven(7)business days or it will be removed and placed
into storage. If the Company's account is not paid in full,then all charges and balances due on the
account must be paid in full to receive any items located at the Co-Location data center.
Merger
This Agreement shall not be terminated,unless immediately requested by DigeTekS,LLC or the
Company,by the merger or consolidation of the Company into or with any other entity. Likewise,this
Agreement shall not be terminated,unless immediately requested by DigeTekS,LLC or the Company,by
the merger or consolidation of DigeTekS,LLC into or with any other entity.
Transfer and Assignment
The obligations of each party to this Agreement may not be assigned without the written consent of the
parties hereto.
Confidentiality
Either party hereto agrees that without prior written permission,they will not disclose anything discussed
or produced by either party,directly or indirectly,or use any of them in any manner,either during the
term of this Agreement or at any time thereafter,except as required in the course of this Agreement with
DigeTekS,LLC. This includes all files,records,documents,blueprints,specifications,information,
letters,notes,media lists,original/creative artwork,notebooks,or similar items relating to the work of
either party.
Waiver
The waiver of either party of any default in the performance of the other party of any covenant contained
herein shall not be construed to be a waiver of any preceding or subsequent default of the same or any
other covenants contained herein.
Notices
All notices,requests,demands,and other communications hereunder shall be in writing and shall be given
by express delivery service,hand deliver,or by certified mail,postage prepaid,return receipt requested,
to:
DigeTekS,LIE
5795 Oak Meadows
Firestone,CO 80504
And to the Company at:
Employment Services of Weld County Learning Lab
Attn: Charlie Dalpra
PO Box 1805
Greeley CO,80632
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Notices shall be deemed effective upon receipt or upon attempted delivery if delivery is refused by the
intended recipient or if delivery is impossible because the intended recipient has failed to provide a
reasonable means for accomplishing delivery.
Arbitration
Any controversies arising out of the terms of this Agreement or its interpretation shall be settled by an
agreed upon third party in accordance with the rules of the American Arbitration Association.
General
This Agreement represents the entire understanding of the parties hereto and supersedes all prior written
or oral agreements with respect to the subject matter hereof.This Agreement may be amended only in
writing signed by both parties.This Agreement will be governed by and interpreted in accordance with
the laws of the State of Colorado governing a contract made and wholly performed within Colorado.This
Agreement may be executed in counterparts.
IN WITNESS WHEREOF,this Agreement is executed to be effective as of February 12 , 2007.
DigeTekS,LLC: Employment Services of Weld County Learning Lab:
5795 Oak Meadows Blvd. P.O.Box 1805
Firestone,CO 80504 Greeley,CO 80632
P: (303)536-5052 P: (970) 353-3800 x3475
F: (303)536-5053 F: (970)304-6453
E-mai • c . .@o.weld o.us
0424-the 7
BY: S4one By: a e J. Speckman
Title: Ownep. Title: Executive Director
BOARD OF COUNTY COMMISSIONERS
WEL LINTY, COLORA
ATTEST: f ite'"7 / f � /�� cz. ��
r {/ vid E. Long, Chair
Weld County Clerk to e :> t EB 12 2007
1861 ;"7:I-`Sa
BY: �ci,3FF��/
Deputy Clerk to
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Addendum A
Description of Service
Co-Location Services include 4 units of Rack Space,2 Static Public IP Addresses,Battery/
Diesel Generator Backup.
Bandwidth Usage
512Kbps(burstable to 45Mbs)
Non.Recurring Charges
Rack installation fee: ($1000) waived
Monthly Recurring Charges
Units of rack space: $800 (or$8160 per annum if paid at the start of the contract)
Optional Monthly Recurring Charges
1000ICbps additional bandwidth: $200
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