HomeMy WebLinkAbout20153700.tiff RESOLUTION
RE: APPROVE DISASTER RECOVERY SITE USE AGREEMENT AND AUTHORIZE CHAIR
TO SIGN - COLORADO GOVERNOR'S OFFICE OF INFORMATION TECHNOLOGY
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 Disaster Recovery Site Use 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 Information Technology, and the
State of Colorado Governor's Office of Information Technology, commencing November 23, 2015,
and ending June 30, 2016, with further 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 Disaster Recovery Site Use 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 Information Technology, and the State of Colorado Governor's Office of
Information Technology 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 23rd day of November, A.D., 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, C LORADO
ATTEST: W^ ;A C•l
arbara Kirkme r, Chair
Weld County Clerk to the Board
Mike Freeman, Pro-Tem
Deputy CI k to the Boar _ _
Lb Sean P. Co way C
AP A TO FORM
ie A. ozad
County Attorney 4
/ /�a of p,A ; Steve Moreno
Date of signature: -
• 2015-3700
66: /231 IT0003
MEMORANDUM
edvittot-rb *305
To: Esther Gesick, Clerk to the Board
rFrom: Ryan Rose, Chief Information Officer -
Date: November 4, 2015
Subject: Disaster Recovery Site Use Agreement
The Disaster Recovery Site Use Agreement has been reviewed by Weld County legal and
we're requesting the Board of County Commissioners approve and sign the agreement. This
agreement is to sublease space in the State's Enterprise Facility for Operational Recovery
Readiness Response& Transition Services.
We respectfully request the Weld County BOCC approve the agreement.
2015-3700
c A.S Vi ��y
DISASTER RECOVERY SITE USE AGREEMENT
This Disaster Recovery Site User Agreement("Agreement")is entered into by and between the
Weld County Board of County Commissioners, 1150 'O' Street,Greeley,Colorado 80632 ("Weld
County")and the State of Colorado (the"State") acting by and through the Governor's Office of
Information Technology("OIT"). Weld County and OIT hereinafter collectively referred to as the
"Parties"or individually as a"Party".
RECITALS
A. OIT,acting for the State, currently subleases space in a data center(the"Site")known as the
State's Enterprise Facility for Operational Recovery Readiness Response&Transition Services
("e-FOR3T"); and
B. Weld County,a political subdivision of the State,desires to use a portion of OIT's space in the Site
as an"Other State Agency"as defined in Article 1(B)of that certain Sublease Agreement dated
February 28,2006 by and between OIT as tenant and ViaWest Internet Services,Inc. as landlord
(the"Sublease Agreement,"attached hereto as Exhibit A and incorporated herein by reference);
and
C. OIT's authority to enter into this Agreement with Weld County exists in CRS § 24-37.5-105 et
seq.; and
D. OIT and Weld County desire to reduce the terms of their agreement to writing and hereby agree to
the following terms and conditions.
AGREEMENT
NOW THEREFORE,in consideration of the mutual covenants and promises herein contained,OIT
and Weld County agree as follows:
1. RECITALS: The above recitals are incorporated herein by this reference,and made a part of this
Agreement as though fully set forth herein.
2. USE OF DISASTER RECOVERY SITE: OIT hereby allows Weld County,and Weld County
hereby accepts from OIT,use of space within e-FOR3T at the Site,pursuant to the terms and
conditions set forth herein.
3. USAGE FEES: Weld County shall pay to OIT during the term of this Agreement, effective on the
date this Agreement is signed by both Parties("the Effective Date"),One Thousand One Hundred
Thirty-Five Dollars and 78/100 ($1,135.78)per month in usage fees("Usage Fees")through June
30, 2016. The Usage Fees shall not increase or decrease more than ten(10)percent each State
Fiscal Year thereafter. Any increase or decrease in the Usage Fees shall be communicated by OIT
to Weld County at least thirty(30)days before such increase or decrease to the Usage Fees is made
effective by OIT. Additionally,Weld County shall pay to OIT one hundred(100)percent of its
proportionate share of utility bills per month based on Weld County's use of electricity,water,and
other utilities at the Site as deemed by OIT in accordance with the Sublease Agreement("Utility
Fees"). OIT shall send an invoice to Weld County each month that shall include the Usage Fees
and Utility Fees payable by Weld County for the previous month. All Usage Fees and Utility Fees
shall be payable and delivered to OIT via check or any other form of payment mutually agreed to
by the Parties at the address listed in§13 within thirty(30) days of the date of the invoice. For
purposes of this Agreement"State Fiscal Year"shall mean the period beginning July 1 of each
calendar year and ending on June 30 of the following calendar year.
4. ACCESS: OIT warrants and represents that OIT has the legal right of occupancy to the Site with all
appurtenances pursuant to the terms of the Sublease Agreement. OIT shall provide Weld County
with access to the Site twenty-four(24)hours per day, seven(7)days per week,three hundred
sixty-five(365)days per year for installation,maintenance and removal of Weld County's
equipment in accordance with OIT's access requirements and any acceptable use or other
requirements imposed by the Sublease Agreement.Weld County shall secure all access gates and
building locks when entering or leaving the site.Notwithstanding anything to the contrary herein,
Weld County agrees to abide by the access requirements provided by OIT and contained in the
Sublease Agreement, and to permit only authorized employees of Weld County or persons under
Weld County's direct supervision to enter site and only in accordance to OIT's access
requirements. Weld County will typically provide OIT with twenty-four(24)hour advanced notice
prior to requiring access to Weld County's equipment. Exceptions may be required for emergency
service restoration and regular maintenance during non-peak usage times,but notwithstanding the
foregoing,Weld County shall provide OIT with as much notice as possible prior to entering the
Site.
5. UTILITIES: OIT does not warrant nor represent that utilities are adequate for Weld County's use at
the Site.Weld County is solely responsible for ensuring there is adequate electricity,water,and
other utilities necessary for safe operation of Weld County's equipment. Weld County's payment
of its share of utility bills does not guarantee adequate utilities will be provided or maintained. OIT
shall not be liable for any malfunction or failure of Weld County's equipment due to inadequate
utilities of any kind,regardless of the reason or nature of such inadequacy.
6. INTERFERENCE OR DAMAGE TO SITE SYSTEMS OR EQUIPMENT: Weld County shall be
liable to OIT,the State, OIT's landlord under the Sublease Agreement, and any other tenants at the
Site,for any damages or problems incurred or sustained to the Site,and any facilities,equipment,
and data located at or within the Site due to acts or omissions of Weld County, its agents,
contractors, or representatives,including but not limited to acts relating to the access or lack
thereof,installation, operation,maintenance,repair,or replacement of Weld County's equipment at
the Site.Weld County assumes direct liability for any reimbursement requested of or by OIT,the
State,OIT's landlord or other tenants as a result of the acts or omissions of Weld County,its
agents,contractors, or representatives.
INTERFERENCE OR DAMAGE TO WELD COUNTY'S SYSTEM OR EQUIPMENT: WELD
COUNTY ASSUMES ALL RISK AND LIABILITY IN PLACING ITS EQUIPMENT WITHIN
THE SITE,AND UNDERSTANDS AND ACCEPTS OIT'S FULL DISCLAIMER OF ANY
LIABILITY FOR ANY DAMAGES OR PROBLEMS INCURRED OR SUSTAINED BY WELD
COUNTY TO ITS EQUIPMENT OR SYSTEMS,WHETHER OR NOT DUE TO ACTS OF OIT,
THE STATE,ITS AGENTS,CONTRACTORS,OR REPRESENTATIVES. OIT AND THE
STATE SHALL NOT BE HELD LIABLE FOR DAMAGE TO WELD COUNTY'S
EQUIPMENT OR THE LOSS OF WELD COUNTY'S DATA FOR ANY REASON.
7. TERM OF USE: This Agreement shall be effective for three (3)years from the Effective Date,
with the option to renew annually thereafter,unless sooner terminated by either party pursuant to
the provisions hereinafter set forth.
8. TERMINATION: Either Party may terminate this Agreement,with or without cause,by giving the
other party at least ninety(90)days' written notice of its intention to terminate this Agreement.
Upon termination of the Agreement for any reason,Weld County shall remove its equipment and
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material at the Site within thirty(30) days after termination of this Agreement,and shall leave the
Site in substantially the same condition as it existed prior to the date when Weld County installed
its equipment and material. Weld County shall continue to pay Usage Fees as set forth in this
Agreement until all of its equipment and material has been removed from the Site and such
removal has been verified by OIT.
9. CHANGE OR MOVE OF FACILITY: In the event that OIT, or the State changes, sells,moves, or
modifies its ownership of the Site,OIT and the State shall not be responsible for covering any costs
associated with moving Weld County's equipment,nor shall OIT and the State be responsible for
the safety of Weld County's equipment during such move. OIT shall notify Weld County of any
modifications to the Site that OIT determines in its sole discretion may affect Weld County's
equipment at least thirty(30) days before the change takes place,but at no point shall OIT or the
State be held liable for any impacts such modifications have on Weld County's equipment.Upon
written notice to OIT,Weld County may choose to terminate the Agreement in the event that the
newly-modified Site does not meet the needs of Weld County,and Weld County shall remove its
equipment and material from the Site within thirty(30)days of such termination.
10. COMPLIANCE WITH LAWS: Weld County agree to comply with the applicable provisions of all
federal, State,or local laws or ordinances and all lawful orders,rules, and regulations issued
• thereunder,and any provisions,representations,agreements, or contractual clauses required
thereby to be included or incorporated by reference or operation of law in this Agreement.
11. COMPLIANCE WITH SECURITY REQUIREMENTS:Weld County shall ensure that security is
not compromised at the Site by unauthorized access to its equipment, software,databases,or other
electronic environments. Weld County agrees to review,on a semi-annual basis,all policies and
procedures promulgated by the Office of Information Security("OIS")pursuant to CRS §§ 24-
37.5-401 through 406 and 8 CCR§ 1501-5 and posted at http://oit.state.co.us/ois,and to comply
with the standards and guidelines published therein.Weld County shall cooperate,and shall cause
its agents,contractors, and representatives to cooperate,with the performance of security audit and
penetration tests by OIS or its designee.Nothing in this Agreement shall authorize Weld County to
receive or access any State information,data,records,or documentary materials of any kind,
whether or not such information is sensitive,confidential,or otherwise protected. If Weld County
becomes aware of any accidental or deliberate event that results in or constitutes an imminent
threat of unauthorized access,loss, disclosure,modification, disruption,or destruction of
communication and information resources of OIT,the State,or any other tenant at the Site pursuant
to CRS § 24-37.5-401 ("Incident"),Weld County shall notify OIT immediately and cooperate with
OIT,OIS and the State regarding recovery,remediation, and the necessity to involve law
enforcement,if any. Notwithstanding any other provision of this Agreement,Weld County shall be
liable to the State for all consequential and incidental damages arising from an Incident caused by
Weld County or its agents, contractors,or representatives.
12. DEFAULT: If Weld County is in default under any of the terms and provisions contained herein,
OIT shall notify Weld County of the default. Weld County shall then have thirty(30)days after
such notice in which to cure any default.If any default is not capable of being cured within the
requisite period of time,then so long as Weld County has diligently pursued such cure of the
default within the prescribed period,Weld County shall be given the necessary time to cure the
default. If the default continues after the period for cure passes,OIT may,in its sole discretion,
cancel and terminate this Agreement and,upon thirty(30)days' notice of such termination,
immediately re-enter and repossess the premises without being guilty of any manner of trespass or
forcible entry or detainer.Upon repossession by OIT,this Agreement shall be considered
terminated and Weld County shall have thirty(30)days after termination to remove its equipment
and material,after which title to such equipment and material shall be forfeited to OIT.No waiver
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of any default or breach of any one or more of the conditions or covenants of this Agreement shall
be deemed to imply or constitute a waiver of any succeeding or other breach thereunder.
13. NOTICES: Any notice to be given under this Agreement shall either be hand-delivered,with
signed receipt,or mailed to the Party to be notified at the addresses set forth herein,with signed
receipt,or by facsimile with confirmation. Any notice so mailed and any notice served by personal
delivery shall be deemed delivered and effective upon confirmed receipt in accordance with the
delivery requirements of this §13. This method of notification shall be used in all instances, except
for emergency situations when immediate notification to the Parties is required.
Any demand or notice to either Party may be given to the other Party by addressing the written
notice to:
OIT: Colorado Governor's Office of Information Technology
Attention: OIT Data Center Manager
12500 East Arapahoe Road, Suite A Centennial,CO 80112
With a copy to: Colorado Governor's Office of Information Technology
Attention: Brenda Berlin,Deputy CIO and CFO
601 East 18th Avenue, Suite 250 Denver, CO 80203
With a copy to: Colorado Governor's Office of Information Technology
Attention: Steven Sizemore,Contracts Director
601 East 18th Avenue, Suite 250 Denver,CO 80203
Weld County: Weld County Department of Information Technology
Attention: Ryan Ross, Chief Information Officer
1401 N. 17th Ave Greeley CO 80631
14. ENTIRE AGREEMENT-MODIFICATION: This Agreement contains the entire Agreement and
understanding between the Parties to this Agreement and supersedes any other agreements
concerning the subject matter of this transaction,whether oral or written. No modification,
amendment,novation,renewal,or other alteration of or to this Agreement and the attached exhibits
shall be deemed valid or of any force or effect whatsoever,unless mutually agreed upon in writing
by the undersigned Parties.
15. SEVERABILITY: If any term or condition of this Agreement shall be held to be invalid,illegal,or
unenforceable,this Agreement shall be construed and enforced without such a provision,to the
extent this Agreement is then capable of execution within the original intent of the Parties.
16. NO THIRD-PARTY BENEFICIARY:It is expressly understood and agreed that enforcement of
the terms and conditions of this Agreement, and all rights of action related to such enforcement,
shall be strictly reserved to the undersigned Parties,and nothing contained in this Agreement shall
give or allow any claim or right of action whatsoever by any other party not included in this
Agreement. It is the express intention of the undersigned Parties,that any third parties receiving
services or benefits under this Agreement shall be deemed an incidental beneficiary only.
17. GOVERNMENTAL IMMUNITY:No term or condition of this Agreement shall be construed or
interpreted as a waiver,express or implied,of any of the immunities,rights,benefits,protections or
other provisions, of the Colorado Governmental Immunity Act§§24-10-101 et seq., as applicable
now or hereafter amended.
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18. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of
Colorado, and exclusive venue shall lie within the City and County of Denver,Colorado.
19. FUND AVAILABILITY: Financial obligations of the parties payable after the current fiscal year
are contingent upon funds for that purpose being appropriated,budgeted and otherwise made
available. Execution of this Agreement by the Parties does not create an obligation on the part of
the Parties to expend funds not otherwise appropriated in each succeeding year.
20. SURVIVAL OF CERTAIN AGREEMENT TERMS: Notwithstanding anything herein to the
contrary,provisions of this Contract requiring continued performance, compliance,or effect after
termination hereof, shall survive such termination and shall be enforceable by either Party the other
Party fails to perform or comply as required.
21. PRESS CONTACTS/NEWS RELEASE: Neither Party shall initiate any press and/or media
contacts or respond to press and/or media requests regarding this Agreement and/or any related
matters concerning this Agreement without the prior written approval of the representatives of both
Parties listed in §13.
22. ASSIGNMENT: The rights and obligations hereunder are personal to the Parties and may not be
transferred,assigned, or subcontracted without the prior written consent of both Parties. Any
attempt at assignment,transfer,or subcontracting without such consent shall be void. All
assignments, subcontracts,or Subcontractors approved by Contractor or the State are subject to all
of the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting
arrangements and performance.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in duplicate originals
on the dates shown below their respective signatures. Persons signing for the Parties hereby swear and
affirm that they are authorized to act on the Party's behalf and acknowledge that both Parties are relying on
the representations to that effect
WELD COUNTY STATE OF COLORADO
John W.Hickenlooper,Governor
BOARD OF COUNTY COMMISSIONERS Governor's Office of Information Technology
WELD COUNTY,COLORADO Suma Nallapati, Secretary of Technology and State
Chief Information Officer
arbara Kirkme flit., Chair By:
NOV 2 3 2015 ❑ Brenda Berlin,Dep Chief Information
Officer and Chief Financial Officer
ATTEST: dirjjA) . ID'e4. Steven Sizemore,OIT Contracts Director
C erk to the Boar'
By
Deputy Cl to thI'
Date 1/ 02.3 � (, �"�.�� -- 'r Date: 1 ( 1
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