HomeMy WebLinkAbout20152476.tiff RESOLUTION
RE: APPROVE SERVICE AGREEMENT FOR IMPLEMENTATION OF ACTIVE
DIRECTORY AUTHENTICATION AND AUTHORIZE CHAIR TO SIGN - XEROX
GOVERNMENT SYSTEMS, 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 Service Agreement for Implementation
of Active Directory Authentication 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 Xerox Government Systems, LLC, commencing July 1, 2015, and ending
December 31, 2015, 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 Service Agreement for Implementation of Active Directory
Authentication 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 Xerox Government Systems, 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 29th day of July, A.D., 2015, nunc pro tunc July 1, 2015.
BOARD OF COUNTY COMMISSIONERS
CC� C WELD COUNTY, COLORADO
ATTEST:C/.�G` v• ;ei
Barbara Kirkmeye'r, Chair Weld County Clerk to the Board
17WlicSth
Mike Freeman, Pro-Tem
BY: / /.!�? •
ty Clerk to the :o EXCUSED
Sean P. Conway
` 4
361 ,1�.'- JuTA. Cozad
�. Attorney ® �
� (N " Steve Moreno
/�
Date of signature: ( .3
2015-2476
C C` tOrrit Eh 7 IT0003
&It/toi -1:D I5?
MEMORANDUM
TO: Esther Gesick, Clerk to the Board July 27, 2015
lt �
FROM: Ryan Rose, Chief Information Officer \C.F—
® U I[ SUBJECT: Xerox Service Agreement
BOCC Approval Date: July 27, 2015
Weld County utilizes Banner for its Accounting system. This agreement is to engage
Xerox Corporation's Professional Services group to assist with the implementation of
Active Directory authentication. We are requesting that the Service Agreement be
signed by the Board. The cost of this software is $11,600.00.
2015-2476
xerox .
SERVICE AGREEMENT
THIS AGREEMENT for information technology services (hereafter the"Agreement") is entered
into this I day of July, 2015 (hereafter the "Effective Date") by and between Weld County,
with offices located at 915 l0i° Street, Greeley, CO 80631 (hereafter referred to as the "Client"),
and XEROX GOVERNMENT SYSTEMS, LLC., a Delaware corporation, with its principal
place of business located at 130 Division Street, Waite Park, MN 56387-(hereafter "Xerox" or
"Contractor"), referred to individually as Party and collectively as Parties.
In consideration of the mutual promises and covenants contained herein the Parties hereto agree
as follows:
1.0 Scope of Services
In consideration for the payments described in Section 2.0 hereof,Xerox will provide Client with
the services described in the Statement of Work annexed hereto as Exhibit"A."
2.0 Compensation and Payment Provisions
Client shall make payments to Contractor for the services provided in the amount and at such
times as are set forth in the payment schedule attached hereto as Exhibit "B" — Payment
Provisions. Client shall pay invoices within thirty (30) days of their issuance. Upon Xerox's
successful completion of the services define in EXHIBIT A, and County's acceptance of the
same,County agrees to pay an amount no greater than $1 1,600.00.
3.0 Term
The term of this Agreement(the"Term")will begin July 1, 2015 and end no later than December
31, 2015, unless earlier terminated or renewed in accordance with the provisions of this
Agreement. Customer shall, at the end of the Term, have the option to extend the Agreement for
two consecutive one-month periods.
4.0 Termination
4.1 Default by Xerox: If Xerox defaults in the performance of any material obligation under
this Agreement for a period of forty-five (45) days after the sending of notice to the
address on this Agreement that it is in default, Client may, at its option, terminate the
Agreement by delivering written notice to Xerox at the address in this document, and
paying Xerox all sums due under this Agreement to the initial date of the default. Upon
termination, or cancellation, of this Agreement, all software, and other Xerox-owned
material will promptly be returned to Xerox.
Weld County,CO Service Agreement Page 1 a15_a�.� J.L. I.
4.2 Default by Client: If Client defaults in the performance of any material obligations
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under this Agreement for a period of forty-five(45) days after receiving notice of default
from Xerox, Xerox may, at its option, terminate the Agreement at the end of that period.
Xerox may terminate this Agreement by delivering written notice of termination to
Client. Upon termination of this Agreement, all equipment, software, and other Xerox-
owned material will promptly be returned to Xerox.
4.3 Client has the right to terminate this Agreement, with or without cause, on thirty (30)
days written notice.
{ 4.4 Payment by Client: In the event of termination pursuant to this section, Client shall
equitably compensate Xerox for all services performed in accordance with the Agreement
up to the effective termination date.
5.0 Warranty
Xerox warrants that the services provided hereunder will be performed in a professional and
workmanlike manner. EXCEPT AS SPECIFICALLY PROVIDED HEREIN,THERE ARE NO
WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
6.0 Assignment
The rights and obligations of each Party under this Agreement will not be assignable without the
prior written consent of the other Party to this Agreement, and any attempt to assign them
without such consent will be void. Notwithstanding the foregoing, Xerox may assign this
Agreement to its successors by merger or consolidation or to any person or entity that acquires
all or substantially all of its capital stock or assets.
7.0 Applicable Law
This Agreement shall be governed by and construed in accordance with the applicable laws of
the State of Colorado,and venue for any legal action shall be in the State of Colorado.
8.0 Modification
This Agreement may only be modified by a written documentation signed by both Parties.
9.0 Limitation of Liability
EXCEPT FOR SERVICE FEES AND AMOUNTS EXPRESSLY DUE AND PAYABLE TO
CONTRACTOR HEREUNDER, IN NO EVENT SHALL EITHER PARTY TO THIS
AGREEMENT BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY CLAIMS,
PENALTIES OR DAMAGES, WHETHER IN CONTRACT, TORT, OR BY WAY OF
Weld County,CO Service Agreement Page 2
J.L.N.
INDEMNIFICATION, IN AN AMOUNT EXCEEDING TWENTY FIVE PERCENT (25%) OF
THE FEES AND CHARGES PAID TO CONTRACTOR DURING THE PRECEEDING
TWELVE MONTH PERIOD, UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO
THIS AGREEMENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF
LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF SUCH A PARTY HAS BEEN
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
10.0 Fund Availability.
Financial obligations of the Client payable after the current fiscal year are contingent upon funds
for that purpose being appropriated, budgeted and otherwise made available.
11.0 Notices
All notices, requests for payment, or other communications arising hereunder shall be sent to the
following:
Notices to Client: Notices to Xerox:
Weld County Xerox Government Systems, LLC.
915 10th Street 130 Division Street
Greeley,CO 80631 Waite Park,MN 56387
Attn: Mary Truslow Attn: Jay McDaniel
12.0 Integration
This Agreement, the attached exhibits, and any Software License Agreement executed by and
between the Parties with respect to the subject matter described herein, constitute the entire
agreement between the Parties. No agreements, representations, or warranties other than those
specifically included in this Agreement and the attached exhibits shall be binding on either of the
Parties. In case of a conflict between the terms of this Agreement and any attached exhibit, the
terms of this Agreement shallprevail. Any amendments or modifications to this Agreement
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shall be in writing signed by both parties. No additional services or work performed by Xerox
shall be the basis for additional compensation unless and until Xerox has obtained written
authorization and acknowledgement by Client for such additional services.
Weld County,CO Service Agreement Page 3
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
stated above.
Xerox Government Systems, LLC.
By: < -A`� --'
Name: John L, Hlavac
Title: Director
Date: 1(21120i 20i 5
ATTEST: W25441 '4 BOARD OF COUNTY COMMISSIONERS
Weld C. . ty Clerk to the B•: d WELD COUNTY,C LORADQ
BY:
Deputy Cl to e B►Ct' %I� � Barbara Kirkmey ,Chair JUL ! s 2015
APPROVED AS 0 y �� ,.��►,,, '1, a . . . ;.
� D AS ; TANCE:
461
�6:via
Controller / �� '�j� •rmationa '` oer
APPROVED AS TO FORM:
Director of General Services
%OA
County Attorney
Weld County,CO Service Agreement Page 4
020/5- 02417< .�,.
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EXHIBIT A
STATEMENT_.OF WORK
Scope of Services
This Scope of Services being offered is described as Technical Services and is to provide the CUSTOMER
with remote installation, and configuration, of the Ellucian Identity Service. The services description is
described as Baseline Identity Services ("EIS") Implementation. The Scope of Work, as defined in
EXHIBIT C,has been reviewed,and agreed to,by the CUSTOMER.
SCOPE OF RESPONSIBILITIES
1. The scope or responsibility of the consultant will include:
Xerox/Ellucian will provide the technical services as defined in EXHIBIT C.
• July—December, 2015 Fixed Cost: $ 11,600.00
(excluding expenses)
o Task I (Remote)
1. Install/configure the baseline Ellucian Identity Service(EIS) for the Banner
INB test environment $ 7,600.00
o Task 2(Remote)
I. Install/configure the baseline Ellucian Identity Service(EIS) for the Banner
INB production environment $4,000.00
2. The final dates of the technical services will be determined based on a mutually agreed upon date by
both parties.
3. Chain of command:The Xerox Consultant will solely report to the Xerox Project Manager for this
project.The Xerox Project Manager will coordinate and oversee the activities and performance of the
Xerox/Ellucian Consultants.
Weld County,CO Service Agreement Page 5
EXHIBIT B
PAYMENT PROVISIONS
PROFESSIONAL.FEES ANDCONDITIONS
1. The technical services will be conducted remotely,unless otherwise noted,and tasks will be
completed no later than December 31,2015.
2. The fees,based on Xerox'current pricing for such services,will be$11,600.00.
3. CUSTOMER will be invoiced after the completion of each task,identified in EXHIBIT A,
for the services provided in that task.
4. Fees will be invoiced and paid in U.S.Dollars.
5. If the scope of functionality requested by the"Customer"and/or the descriptions of the
Services change,the costs for the Services may change.
6. Travel, living,and other reimbursable expenses are additional and will be billed as incurred.
CHARGEABLE EXPENSES
Chargeable expenses include actual travel,living,and other reimbursable expenses(i.e.rental car,
telephone expenses to approved Xerox telephone numbers,and cab fares to and from the airport
and to and from the lodging location to CUSTOMER location,if required)incurred in
conjunction with providing Services as specified in this agreement.
PAYMENT TERMS
Xerox will provide invoices for professional fees and travel expenses when services are
completed. All invoices are due and payable within 30 days from the date of invoice. Invoices
which are over 30 days past due will incur a service charge of one and one half percent (I Y2%)
per month or eighteen percent(18%)per year.
If CUSTOMER cancels or reschedules Services that Xerox is to render on dates certain as set
forth in the Scope of Services,then CUSTOMER will be subject to and agrees to pay Xerox,in
addition to any other remedies available to Xerox,the full amount of the Services,per cancelled
or rescheduled Xerox consultant for the duration of the cancelled time period(the"Cancellation
Charge")and costs associated with the cancellation and reschedule of the trip(i.e.airplane ticket;
reschedule costs,or hotel cancellation fees).The Cancellation Charge will be in effect for all
Services,including,but not limited to,(i.e. functional training,technical training,and project
management).
CUSTOMER shall be responsible for the payment of any and all applicable taxes,fees or
assessments imposed by a government entity(excluding taxes on Xerox' income,capital stock or
personal property)with respect to the services provided or the payments made hereafter.
Weld County,CO Service Agreement Page 6 1
EXHIBIT C
SCOPE OF WORK
Ellucian Identity Service implementation
Service Description -Baseline Ellucian identity Services('EIS")Implementation
Estimated
Engagement Engagement Description Ellucian
Hours
Project planning,and The Ellucian consultant will schedule and facilitate a kickoff call with 2
Project Kickoff Licensee to plan for the technical and organizational activities required
to provide an Ellucian identity Services("EIS")implementation.
The Service Preparation Document ("SPD") wilt be distributed and
explained.A due date will be set for the Licensee's team to return the',
SPD. The Service Provider consultants will confirm all information has
been provided to begin the implementation.
Technical Planning The Ellucian consultant will conduct a Technology Planning call that is 4
Workshop designed to frame the prioritized technical requirements and plans',
against existing information technology systems,Single Sign-On("SSO")
goals,and priorities.This call covers topics such as the EIS architecture,
security,user authentication,and SSO integration with Banner.The data
gathered in this call will be analyzed by Ellucian to define the
recommended implementation option for the installation and
configuration of EIS. This is delivered and reviewed with Institution '.
project team before starting the installation.
Installation,Baseline The Ellucian consultant will deliver a baseline EIS installation configured 6
Configuration for in a single(1)node configuration.
clustering Non-Prod
Validate Elludan Identity The Ellucian consultant will validate the environment by executing the 2
Service installation Ellucian defined test plan, and document the installation and
configuration for the knowledge transfer engagement.
Production The Ellucian consultant will replicate the EIS implementation as Installed 8
Implementation and configured in the non-production environment, and plan for the
production go-live.
Knowledge Transfer and The Ellucian consultant will provide an installation and configuration 2
Sign-Off walk through of the installed components with the institution's
identity/technical staff.
Sub Total Hours: 24
_ l
Weld County,CO Service Agreement Page 7 r.L.11
Supplemental: EIS and Application Configuration Services
Supplemental services for the configuration of EIS service provider,and application configuration in support of SSO for both
one(1)non-production and one 1)production.environment.
Application EIS Hours Application hours Total Hours
.41
Banner SSO Only: 4 24 28
BEIS 550 Manager,BEIS Utilities,UDCID trigger Non-
Prod,lNB/SSB SSO Configuration for EIS,Validation
Sub Total Hours: 28
Total Service Hours
Estimated
Engagement Engagement Location Ellucian
Hours
Baseline Ellucian Identity Services(EIS)Implementation remote 24
Supplemental:EIS and Application Configuration Services remote 28
Project Management remote 6
Total Services Engagement Hours: 58
Weld County,CO Service Agreement__ Page 8
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