HomeMy WebLinkAbout2020-06-23 - CompuNet Inc - General Agreements / General Service AgreementsProfessional Services Agreement for
Data Backup Restore and Archive System ("Agreement')
i. Governing Law. The laws of the state of Washington govern how to interpret,
construe, and enforce the Agreement.
2. Parties. The parties to this Agreement are the City of East Wenatchee ("City") and
CompuNet, Inc. ("Contractor"), an Enterprise -Grade Systems Integrator. The City
and Contractor (together "Parties") are located at the below addresses and are valid
for any notice required under this Agreement:
CompuNet, Inc.
2264 S. Bonito Way, Suite 150
Meridian, ID 83642
(877) 822-2841
csmith@compunet.biz
East W
Ike I.asswell, I.S. Manager
2719th St. NE
East Wenatchee, WA 988o1
(509) 884-9515
ilasswell@eastwenatcheewa.gov
3. Term. The term of this Agreement begins on 7/1/202o and continues until
Contractor completes the Services described in Exhibit A, but no later than
9/1/202o. The parties may extend the term of this Agreement by mutual, written
agreement.
4. Termination.
4.1. 3o-day Notice. The City may terminate this Agreement, without or
without cause, upon providing Contractor with a 3o-day, written notice.
4.2. Immediate. The City may terminate this Agreement immediately if
Contractor fails to maintain the required insurance policies, breaches
confidentiality, or materially violates Section 12 of this Agreement. If the City
immediately terminates this Agreement, Contractor will be ineligible for further
agreements with the City.
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4.3• Non -appropriation of funds. The current fiscal period is January t,
2020 to December 31, 2020. If the East Wenatchee City Council does not
appropriate sufficient funds for any future fiscal period: the City will not be
obligated to pay for services or amounts incurred after the end of the current
fiscal period; this Agreement will terminate after Contractor completes all
remaining Exhibit A services for which funds are allocated, and the City will not
incur any penalty or expense if this provision applies.
5. Contractor's Services. Exhibit A is attached and incorporated into this
Agreement. Contractor must perform Services specifically described in Exhibit A,
under the direction of the Mayor or her designee, in a manner consistent with the
accepted professional practices for other similar services within the North Central
Washington region, to the City's satisfaction, and within the time period prescribed
in this Agreement. Acceptance of the Services are subject, at all times, to the City's
inspection and approval. Contractor must cooperate with and freely participate in
any monitoring or evaluation activities conducted by the City that are pertinent to
the intent of this Agreement. If the City fails to inspect or approve, however,
Contractor must continue to perform services, notwithstanding the City's knowledge
of defective or non -complying performance, its substantiality, or the ease of its
discovery.
6. Warranties. Contractor warrants that:
6.1. It has the requisite training, skills, and experience necessary to complete the
Services.
6.2. It is accredited and licensed by all applicable agencies and government
entities, including a City of East Wenatchee business license.
7. Compensation.
7.1.Amount. In return for Contractor performing the Services set forth in Section 5,
the City will pay Contractor an amount not to exceed $40,000.
7.2. Rates. Exhibit B is attached and incorporated into this Agreement. The
City will pay Contactor according to the rates set forth in Exhibit B. Contractor
agrees that any rates set forth in Exhibit B will remain locked and are the
negotiated rates for the Term of this Agreement.
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7.3. Method. Contractor will submit a monthly invoice to the City in a form
specified by the City. The monthly invoice must detail the services performed
during the month, detail the number of hours spent performing such services,
and detail any reimbursable costs and expenses incurred with performing such
services. Contractor must also submit a final invoice upon completing all
services. The City will pay only after Contractor has performed the services and
within 3o days after the appropriate City representative has approved the
invoice.
7.4. Disputed services. If the City believes in good faith that Contractor has
not satisfactorily performed a service, the City may request that Contractor
correct the service before the Ox pays for such service. In such event, the City
must reasonably explain to Contractor its concerns over the service and the
remedy that the City expects from Contractor. The City may withhold from any
payment otherwise due an amount that the City believes is under dispute. If
Contractor does not provide a sufficient remedy, the City may retain the amount
equal to the cost to the City for otherwise correcting or remedying the service not
satisfactorily completed.
7.5. Taxes. Contractor is solely responsible to pay any tax imposed by any
lawful jurisdiction on any compensation received under this Agreement.
7.6. Advance Payment Prohibited. The City does not accept requests for
early payment, down payment, or partial payment.
8. Indemnification.
8.1. Contractor Indemnification. Contractor agrees to release, indemnify,
defend, and hold the City, its elected officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses,
fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses
to or by any and all persons or entities, including, without limitation, their
respective agents, subcontractors, employees, licensees, or representatives;
arising from, resulting from, or in connection with this Agreement or the acts,
errors or omissions of Contractor in performance of this Agreement, except for
that portion of the claims caused by the City's sole negligence. Should a court of
competent jurisdiction determine that this Agreement is subject to RCW
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4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent
negligence of Contractor and the City, Contractor's liability, including the duty
and cost to defend, hereunder is only to the extent of Contractor's negligence.
Contractor must ensure that each sub -contractor agrees to defend and indemnify
the City, its elected officials, officers, employees, agents, representatives,
insurers, attorneys, and volunteers to the extent and on the same terms and
conditions as Contractor pursuant to this paragraph. The City's inspection or
acceptance of any of Contractor's work when completed is grounds to avoid any
of these covenants of indemnification.
8.2. Industrial Insurance Act Waiver. Contractor specifically and
expressly waives any immunity that may be granted to it under the Washington
State industrial insurance act, Title 51 RCW, solely for the purposes of this
indemnification. Contractor's indemnification is not be limited in any way by any
limitation on the amount of damages, compensation or benefits payable to or by
any third party under workers' compensation acts, disability benefit acts or any
other benefits acts or programs. The Parties acknowledge that they have
mutually negotiated this waiver.
8.3. Intellectual Property. Contractor releases and will defend, indemnify
and hold harmless the City from and against all claims, cost, liabilities, damages,
expenses (including but not limited to reasonable attorney fees) and royalties
based upon any actual or alleged infringement or misappropriate of any patent,
copyright, trade secret, trademark, or other intellectual property right by any
work. Further, if any work infringes or misappropriates any patent, copyright,
trade secret, trademark or other intellectual property right, Contractor must
either (a) procure for the City the right to use such work; or (b) modify work so
that it no longer infringes or misappropriates any such right.
8.3.1. Copyrights and use of Materials. Contractor hereby assigns to
the City all right, title, and interest, including, but not limited to, copyright
and all copyright rights, in all Materials created by Contractor in its
performance under this Agreement and/or delivered to the City hereunder
and must execute any documents necessary to effectuate such assignment. If
Contractor uses any individual who is not a full-time employee of Contractor
or entity to perform any work required of it pursuant to this Agreement,
Contractor must require said individual or entity to sign an agreement
containing identical wording as the foregoing with the exception that word
"Contractor" is to be replaced with the individual's or entity's name.
Materials constitute all written and other tangible expressions, including, but
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not limited to, drawings, documents, reports, surveys, renderings, exhibits,
models, prints, photographs, etc. All Materials furnished by the Contractor
hereunder are the property of the City. If either party terminates this
Agreement for any reason, the City has the right to receive, and Contractor
must promptly provide to the City, all drawings, documents, reports, surveys,
renderings, exhibits, models, prints, photographs, and other materials
prepared by the City for the Services. In the event of termination, and
notwithstanding any dispute regarding the amount to be paid under this
Agreement, the City retains the right to receive and use any such documents
or materials.
8.4. City Indemnification. The City agrees to release, indemnify, defend and
hold Contractor, its officers, directors, shareholders, partners, employees,
agents, representatives, and sub -contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties
expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including without limitation, their respective agents,
licensees, or representatives, arising from, resulting from or connected with this
Agreement to the extent solely caused by the negligent acts, errors, or omissions
of the City.
8.5. Survival. Each provision of Section 8 survives the expiration or
termination of this Agreement with respect to any event occurring prior to such
expiration or termination.
9. Insurance. Contractor must carry insurance for liability which may arise from or in
connection with the performance of the Services or work by Contractor, its agents,
representatives, employees or subcontractors for the duration of the Agreement and
thereafter with respect to any event occurring prior to such expiration or termination
as follows:
9.1. Minimum Limits. Contractor agrees to carry as a minimum, the
following insurance, in such forms and with such carriers who have a rating that
is satisfactory to the City:
9.1.1. Commercial general liability insurance covering liability arising from
premises, operations, independent contractors, products -completed
operations, stop gap liability, personal injury, bodily injury, death, property
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damage, products liability, advertising injury, and liability assumed under
an insured contract with limits no less than $i,000,000 for each occurrence
and $i,000,000 general aggregate.
9.1.2. Workers' compensation and employer's liability insurance in amounts
sufficient pursuant to the laws of the State of Washington.
9.1.3. Automobile liability insurance covering all owned, non -owned, hired and
leased vehicles with a minimum -combined -single limits in the minimum
amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
9.1.4. Professional liability insurance with limits no less than $i,000,000 per
claim and $l,000,000 policy aggregate for damages sustained by reason of
or in the course of operation under this Agreement, whether occurring by
reason of acts, errors or omissions of Contractor.
9.2. No Limit of Liability. Contractor's maintenance of insurance as
required by the agreement does not limit the liability of Contractor to the
coverage provided by such insurance, or otherwise limit the City's recourse to
any remedy available at law or in equity. Contractor's insurance coverage is the
primary insurance as respect the City. Any insurance, self-insurance, or
insurance pool coverage maintained by the City is in excess of Contractor's
insurance and does not contribute with it.
9.3. Additional Insured, Verification. The City must be named as
additional insured on all commercial general liability insurance policies.
Concurrent with the execution of this Agreement, Contractor must provide
certificates of insurance for all commercial general liability policies attached
hereto as Exhibit C and incorporated by this reference. At the City's request,
Contractor must furnish the City with copies of all insurance policies and with
evidence of payment of premiums or fees of such policies. If Contractor's
insurance policies are "claims made," Contractor is required to maintain tail
coverage for a minimum period of three years from the date this Agreement is
actually terminated or upon project completion and acceptance by the City.
9.4• Survival. Each provision of Section 9 survives the expiration or
termination of this Agreement with respect to any event occurring prior to such
expiration or termination.
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io. Independent Contractor. Contractor is an independent contractor. No
employee relationship with the City and Contractor, its agents, employees,
subcontractors is implied or created through this Agreement or performance of the
Services. Contractor is responsible for the performance of any work performed by its
subcontractors and agents as if it had performed the work itself.
10.1. Control. Contractor has the ability to control and direct the performance
and details of its work and is solely responsible for the results obtained through
performance of the services. And the City is interested only in the results
obtained under this Agreement.
10.2. Benefits. The City is neither liable, nor obligated to pay Contractor,
Contractor's employees, or Contractor's agents sick leave, vacation pay, or
holiday pay. The City is neither liable, nor obligated to pay Contractor,
Contractor's employees, or Contractor's agents any social security or other tax or
any other benefit of employment which may arise as an incident of employment.
10.3. Safety. Contractor must take all necessary precautions and is responsible
for the safety of its employees, agents, and subcontractors in the performance of
the contract work and must utilize all protection necessary for that purpose. All
work is done at Contractor's own risk, and Contractor is responsible for any loss
of or damage to materials, tools, or other articles used or held for use in
connection with the work.
10.4. Taxes. Contractor must pay all income and other taxes due except as
specifically set forth in this Agreement.
10.5. Insurance. Industrial or any other insurance that is purchased for the
benefit of the City, regardless of whether such may provide a secondary or
incidental benefit to Contractor, does not convert this Agreement into an
employment contract.
io.6. Notice. If Contractor is a sole proprietorship or if this Agreement is with
an individual, Contractor agrees to notify the City and complete any required
form if Contractor is retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through Contractor's failure
to do so.
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11. Property and Confidential Information. Without the prior, written consent of
the City, Contractor may not disclose to third parties information that is not
otherwise subject to public disclosure unless: (t) The information is lawfully known
to Contractor prior to the effective date of this Agreement; (2) The information is in
the public domain prior to the time of disclosure by Contractor other than through a
breach of this Agreement or through other acts or omissions of Contractor; or (3)
The information is received by Contractor from a third party who does not have an
obligation to keep the same confidential.
12. Work Product. All work product, including records, files, documents, plans,
computer disks, magnetic media or material which may be produced or modified by
Contractor while performing services pursuant to this Agreement belongs to the City.
At the termination of this Agreement, Contractor must deliver copies of files
containing the written record of Contractor's work. Until at least 12 months
following final payment, Contractor must provide the City prompt access to (and the
City has the right to examine, audit and copy) all of Contractor's books, documents,
papers and records related to the work.
1$. Conflict of Interest. The Parties recognize that Contractor may perform
professional services during the Term for other entities. Contractor agrees, however,
that it may not perform other professional services during the Term that conflict
with or interfere with Contractor's ability to perform Services. Contractor agrees to
resolve any conflict of interest that may arise in the City's favor. Contractor confirms
that it does not have and will not enter into a business interest or a family
relationship with any elected official or employee of the City or has already disclosed
such business interest or family relationship to City. Should such a business interest
or family relationship become evident after the Agreement is formed, contractor
must disclose that business interest or family relationship to City in a timely manner.
14.Books and Records. Contractor agrees to maintain books, records, and
documents which sufficiently and properly reflect all direct and indirect costs related
to the performance of the Services and maintain such accounting procedures and
practices as may be deemed necessary by the City to assure proper accounting of all
funds paid pursuant to this Agreement. Contractor records shall include but not be
limited to accounting records (hard copy, as well as computer readable data if it can be
made available); contracts; payroll records; subconsultant agreements; vendor
agreements; purchase orders; leases; original estimates; estimating work sheets;
correspondence; receipts; memoranda; and any other supporting evidence deemed
necessary to substantiate charges under this agreement. These records are subject, at
all reasonable times, to inspection, review or audit by the City, its authorized
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representative, the State Auditor, or other governmental officials authorized by law
to monitor this Agreement.
15. Public Records Act.
15.1. Contractor understands and agrees that the records it obtains or produces
under this Agreement are public records under chapter the Public Records Act
(42.56 RCW).
15.2. Contractor agrees to keep and maintain the records it obtains or produces
under this Agreement for 6 years after the termination of this Agreement.
15.3. Contractor must cooperate in a timely manner with the City in responding
to a public records request for records obtained or produced under this
Agreement or the services provided under this Agreement. Such cooperation
includes searching all records regarding the Services described in Section 5 and
Exhibit A of this Agreement and producing all records that are potentially
responsive to a public records request to the City.
15.4. Contractor may not charge the City for the time spent gathering and
producing records pursuant to a public records request.
15.5• Contractor agrees to pay the City for any damages, attorney's fees, or costs
that the City incurs if Contractor fails to produce a timely, responsive record to a
public records request.
15.6. Survival. Each provision of Section 15 survives the expiration or
termination of this Agreement.
16. Equal Opportunity Employer. In all services, programs, activities, hiring, and
employment made possible by or resulting from this Agreement or any subcontract,
there must be no discrimination by Contractor or its subcontractors of any level, or
any of those entities' employees, agents, subcontractors, or representatives against
any person because of sex, sexual orientation, age (except minimum age and
retirement provisions), race, color, religion, creed, color, national origin, marital
status, honorably discharged veteran or military status, or the presence of any
disability, including sensory, mental or physical handicaps, unless based upon a
bona fide occupational qualification in relationship to hiring and employment. This
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requirement applies, but not be limited to the following: employment, advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. Contractor must comply with and must not
violate any of the terms of Chapter 49.6o RCW, Title VI of the Civil Rights Act of
1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of
1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law
or regulation regarding non-discrimination.
17. Social Equity Requirements. During the performance of this Agreement,
Contractor, for itself, its assigns and successors in interest agree as follows:
17.1. Compliance with Regulations. Contractor must comply with the
Regulations relative to nondiscrimination in federally assisted programs of the
United States Department of Transportation ("USDOT"), Title 49, Code of
Federal Regulations, Part 21, as they may be amended from time to time.
17.2. Nondiscrimination. With regard to the work performed by Contractor,
Contractor must not discriminate on the grounds of race, color, age, sex, marital
status, sexual orientation, gender identity, creed, religion, ancestry, national
origin, honorably discharge veteran or military status, or the presence of or any
sensory, mental, or physical handicap, unless based upon a bone fide
occupational qualification, in the selection and retention of subcontractors,
including procurement of materials and leases of equipment. Contractor must
not participate either directly or indirectly in the discrimination prohibited by
Section 21.5 of Title 49 of the Federal Regulations.
17.3. Courtesy. Contractor will ensure that its respective employees,
agents, and subcontractors conduct themselves in a courteous and expeditious
manner. The use of abusive, indecent, offensive, coarse, or insulting language, or
any form of harassment is prohibited and will not be tolerated. Contractor's
employees, agents, and subcontractors will be competent and hold appropriate
licenses and endorsements. The City may require the removal of any employee
or subcontractor of Contractor for misconduct or incompetent or negligent
performance. Such persons will not be allowed to perform services under this
Contract without the written consent of the City.
17.4. Information and Reports. Contractor must provide all information
reports required by the Regulations or directives issued pursuant thereto, and
must permit access to his books, records, counts, or other sources of information
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and its facilities as may be determined by the contracting agency or the
appropriate Federal agency to be pertinent to ascertain compliance with such
Regulations, orders and instructions. Where any information required of
Contractor is in the exclusive possession of another who fails or refuses to
furnish this information, Contractor must so certify to WSDOT or the USDOT as
appropriate, and must set forth what efforts were made to obtain the
information.
17.5. Sanctions for noncompliance. In the event of the Contractor's
noncompliance with the nondiscrimination provisions of this contract, the
contracting agencies will impose such contract sanctions as it or the USDOT may
determine to be appropriate, including, but not limited to:
17.5.1. Withholding of payments to Contractor under the Agreement until
Contractor complies, and/or;
17.5.2. Cancellation, termination, or suspension of contract, in whole or in part.
18.Venue. The venue for any legal dispute regarding this Agreement is Douglas
County Superior Court.
19.Dispute Resolution. The parties mutually intend to establish procedures to
facilitate the informal and inexpensive resolution of all disputes arising under this
Agreement, by mutual cooperation and without resort to litigation. Accordingly, all
disputes involving this transaction, or between the parties hereto with respect to the
subject matter hereof, must be resolved in a final and binding manner in accordance
with the following procedures. Whether or not mediation/arbitration is under way,
any party may have full access to the courts to compel compliance with the
pro,6sions of this Article and to enforce or confirm an arbitration award.
19.1. Negotiation. The parties agree to first attempt to negotiate a mutually
satisfactory resolution to the dispute as follows:
19.1.1. The complaining party must notify (in the manner required in this
Agreement) the other parties of the alleged dispute, controversy, claim or
breach of contract (hereinafter "Dispute') by explaining in writing the nature
of the Dispute, and referring to the relevant paragraphs of this Agreement
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upon which it bases its position regarding the Dispute. The complaining
party must also set forth in such notice a proposed solution to the Dispute;
19.1.2. The parties receiving such notice must respond by notice individually to
the complaining party within twenty days of the effective date of the
complaining party's notice, with an explanation of its defensive position, if
any, including references to the relevant paragraphs of the Agreement and a
response to the proposed solution; and
19.1.3. Within twenty days following notice of this defensive response, the parties
must meet and discuss options for resolving the Dispute; the complaining
party must initiate the scheduling of this resolution meeting. In the event a
party fails to cooperate in scheduling the resolution meeting, then the
complaining party may elect to skip the negotiation and mediation
procedures and immediately proceed with arbitration.
19.1.4. Mediation. If the parties are unable to satisfactorily resolve the Dispute
through such negotiation, mediation must be held within thirty days of an
unsuccessful resolution meeting. The mediation will be governed by and
under the then -applicable rules of JAMS/Endispute ("JAMS") in Chelan
County. The complaining party must contact JAMS to schedule the
mediation. The parties may agree on a mediator from the JAMS panel. If
they are unable to agree, the parties will request JAMS to designate a
mediator for the Parties.
20. General Provisions.
20.1. Interpretation and Modification. This Agreement, together with any
attached Exhibits, contains all of the agreements of the Parties with respect to
any matter covered or mentioned in this Agreement. No prior statements or
agreements, whether oral or written, are effective for any purpose. Should any
language in any Exhibits to this Agreement conflict with any language in this
Agreement, the terms of this Agreement prevail. The respective captions
contained in this Agreement are inserted for convenience of reference only and
do not modify or otherwise affect any of the provisions of this Agreement. If a
provision of this Agreement is declared invalid, inoperative, null and void, or
illegal, all other provisions of this Agreement remain in full force and effect. Any
act done by either Party prior to the effective date of the Agreement that is
known by the other party and is consistent with the authority of the Agreement
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and compliant with the terms of the Agreement, is hereby ratified as having been
performed under the Agreement. Neither party may amend, waive, or modify a
provision of this Agreement, except by written agreement signed by duly
authorized representatives of the Parties.
20.2. Assignment and Beneficiaries. Neither Contractor nor the City has
the right to transfer or assign, in whole or in part, any or all of its obligations and
rights hereunder without the prior written consent of the other Party. If the non -
assigning party gives its consent to any assignment, the terms of this Agreement
continue in full force and effect and no further assignment may be made without
additional written consent. Subject to the foregoing, the rights and obligations of
the Parties inure to the benefit of and be binding upon their respective
successors in interest, heirs and assigns. This Agreement is made and entered
into for the sole protection and benefit of the Parties hereto. No other person or
entity has any right of action or interest in this Agreement based on any
provision set forth herein.
20.3. Compliance with Laws. Contractor must comply with and perform the
Services in accordance with all applicable federal, state, local, and city laws
including, without limitation, all City codes, ordinances, resolutions, regulations,
rules, standards and policies, as now existing or hereafter amended, adopted, or
made effective.
20.4. Enforcement. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor. Adherence to completion dates
set forth in Exhibit A is essential to Contractor's performance of this Agreement.
Any notices required to be given by the Parties must be delivered at the
addresses set forth at the beginning of this Agreement. Any notices must be
deposited in the United States mail, postage prepaid, to the address set forth
above and must be emailed to the address set forth above. Any notice so posted
in the United States mail is deemed received three days after the date of mailing.
Any remedies provided for under the terms of this Agreement are not intended
to be exclusive but are cumulative with all other remedies available to the City at
law, in equity or by statute. The failure of the City to insist upon strict
performance of any of the covenants and agreements contained in this
Agreement, or to exercise any option conferred by this Agreement in one or more
instances is not a waiver or relinquishment of those covenants, agreements or
options, and the same remain in full force and effect. Failure or delay of the City
to declare any breach or default immediately upon occurrence does not waive
such breach or default. Failure of the City to declare one breach or default does
not act as a waiver of the City's right to declare another breach or default.
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20.5. No Gifts and Gratuities. Contractor may not offer, nor may a City
employee or official accept gifts, gratuities, loans, trips, favors, special discounts,
work, or anything of economic value in conjunction with the City business
practices. Contractor and City employees and City officials must strictly adhere
to the statutes and ordinances for ethics in contracting and purchasing,
including the City Ethics Code, RCW 42.23 (Code of Ethics for Municipal
Officers) and RCW 42.52 (Ethics in Public Service). This is applicable to any
business practice, whether a contract condition, bid practice, or at any activity
related to the City business.
20.6. Personal Liability. The parties agree that no official, officer, employee,
or agent of the City is in any way liable or responsible for any covenant or
Contract herein contained whether express or implied, nor for any statement of
representation made herein or in any connection with this Contract.
20.7. Attorney's Fees. If either Party brings any claim or lawsuit arising from
this Agreement, each Party must pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all
appeals, in addition to any other recovery or award provided by law; provided,
however, nothing in this paragraph limits the Parties' rights to indemnification
under Section 8 of this Agreement.
20.8. Execution. Each individual executing this Agreement on behalf of the
City and Contractor represents and warrants that such individual is duly
authorized to execute and deliver this Agreement. This Agreement may be
executed in any number of counterparts, each of which will be deemed an
original and with the same effect as if all Parties hereto had signed the same
document. All such counterparts will be construed together and constitute one
instrument, but in making proof hereof it is only be necessary to produce one
such counterpart. The signature and acknowledgment pages from such
counterparts may be assembled together to form a single instrument comprised
of all pages of this Agreement and a complete set of all signature and
acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement is the "date of mutual execution"
hereof.
20.9. Survivability. The obligation of Contractor under all provisions of this
Agreement, which may reasonably be interpreted or construed as surviving the
completion, termination, or cancellation of this Contract, survives the
completion, termination, or cancellation of this Contract.
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City of East Wenatchee
Signature:
ayor Jerrilea Crawford
Date: fo73/.LD�O
ATTEST:
City Clerk Maria Holman
CompuNet, Inc.
Signature:
Thomas McFarlin, Vice President of Operations
Date: 6/23/2020
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e
CompuNet, Inc.
STATEMENT OF WORK
Data Backup Restore and Archive
SOW # 661928
CITY OF EAST WENATCHEE
June 4, 2020
Prepared for:
City of East Wenatchee
27191h St N.E.
East Wenatchee, WA 98802
Prepared by:
CompuNet, Inc.
1326 N. Whitman Lane
Liberty Lake, WA 99019
SOW p 661928— Data Backup Restore and Archive — City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman Lane, Liberty Lake, WA 99019
For further descriptions of products and services, visit us at: www.compunet.biz
Page 1 of 6
-
CompuNet, Inc.now
TABLEOF CONTENTS..............................................................................................................................................2
CLIENT...................................................................................................................................................................
3
PRIMARYCONTACTS..............................................................................................................................................3
RECORDOF REVISIONS..........................................................................................................................................3
EXECUTIVESUMMARY...........................................................................................................................................3
PROJECTOVERVIEW..............................................................................................................................................3
PROJECTSCOPE.....................................................................................................................................................4
PHASE1: EXAGRID DEPLOYMENT.......................................................................................................................................4
PHASE2: VEEAM DEPLOYMENT.........................................................................................................................................4
PHASE3: OFFICE 365.....................................................................................................................................................4
PHASE 4: KNOWLEDGE TRANSFER......................................................................................................................................4
ADDITIONAL PROJECT SPECIFIC TECHNICAL INFORMATION.......................................................................................................4
DOCUMENTATION...........................................................................................................................................................4
OUTAGES......................................................................................................................................................................4
ENGAGEMENTAND FEE SCHEDULE........................................................................................................................5
SCHEDULE.....................................................................................................................................................................5
COMPU NET PROFESSIONAL SERVICES FEE...........................................................................................................................5
EXPENSESAND TRAVEL TIME.............................................................................................................................................5
CONDITIONSOF AGREEMENT................................................................................................................................5
SIGNOFF AND AGREEMENT....................................................................................................................................6
SOW If 661929—Data Backup Restore and Archive —City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman lane, Liberty Lake, WA 99019
Forfurther descriptions of products and services, visit us at: www.comounet.biz
Page 1 of 6
rl-
CompuNet, Inc.
RAlIA! !A
City of East Wenatchee
271911 St N.E.
East Wenatchee, WA 98802
This Statement of Work ("SOW") is entered into and effective as of the date of signature, by and between
CompuNet, Inc., and City of East Wenatchee - herein referred to "CLIENT".
Unless specified otherwise in writing, the primary contacts for the Client and CompuNet shall be as listed in the
following table. All project deliverables, requested changes or modifications to scope, should be directed to the
following contacts listed below.
Pri ary Client Contact
CompuNet Engineering Contact
Contact Name
Ike Lasswell
Contact Name
Phone Number_
Email Address
Nick Johnson
Phone Number
509.884.9515
509.795.8278
Email Address
Ilasswell@east-wenatchee.com
nLohnson@compunet.biz
Additional Client Contact
Com uNet Sales Account Manager
Contact Name 7
N/A
Contact Name
Cody Smith
Phone Number
N/A
Phone Number
509.795.8268
Email Address
N/A
Email Address
csmith@comounet.biz
Rev
Date
Pages
Affected
Summary of Technical Changes
1
6.4.2020
All
Initial document release.
2
6.23.2020
5
Edit Conditions of Agreement
CompuNet has prepared this Statement of Work in response to the Client's desire to acquire an integrated backup
and archive solution that includes deduplication, backup, restoration, bare metal restoration, remote data storage
of Windows, Linux, Hyper-V and Office 36S based systems.
I!J!41011120=SIVAM MAN rA
This CompuNet Statement of Work details the installation and configuration of an Exagrid data reducing backup
appliance, Veeam Backup and Replication Software, hand Veeam Cloud Connect and 0365 backup. This Statement
of Work will outline the steps to provide an integrated solution.
SOW # 661928-Data Backup Restore and Archive -City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman Lane, Liberty Lake, WA 99019
For further descriptions of products and services, visit us at: www.compunet.biz
Page 3 of 6
CompuNet, Inc.
PHASE 1: EXAGRID DEPLOYMENT
• Rack, cable and initialize Exagrid
• Work with Exagrid support to upgrade firmware
• Build shares and prepare for Veeam connectivity
PHASE 2: VEEAM DEPLOYMENT
• Install and Configure Veeam Backup and Replication
o Client to Provide VM with the following specs:
• 4vCPU
• 8GBofRAM
• 60 GB total Disk space on C: or Clients typical size if more
• Configure backup jobs
• Configure backup copy jobs to iland
• Test backup and backup copy jobs
• Test Restore capabilities
PHASE 3: OFFICE 365
• Configure 0365 backup to iland
• Test 0365 backup jobs and Restore capabilities
PHASE 4: KNOWLEDGE TRANSFER
• Review:
o Veeam configuration and management with Client
o Veeam Restore options
o Exagrid Console and Configuration
o il-and console and management
o il-and 0365 Management
ADDITIONAL PROJECT SPECIFIC TECHNICAL INFORMATION
• Client will provide all network cables for the Exagrid
• Client will provide 1 VM for installation of Veeam Backup and Replication
DOCUMENTATION
• Provide Client with documentation of changes to their environment
• Obtain Client sign off and project close out
OUTAGES
Outages will not be required with this scope of work
SOW p 661928— Data Backup Restore and Archive —City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other parry without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman Lane, Liberty Lake, WA 99019
For further descriptions of products and services, visit us at: www.comounet.biz
Page 4 of 6
I
CompuNet, Inc.
FY4i.141111"
Estimated Project Start Date: June 24, 2020
Estimated Project Completion Date: June 26, 2020
COMPUNET PROFESSIONAL SERVICES FEE
Total Professional Services: $5,020.40
EXPENSES AND TRAVEL TIME
• Expenses and travel time will not be billed to the Client in conjunction with this Statement of Work
• CompuNet will require access to facilities and Client owned network equipment on an "as needed" basis
and during regular business hours only. Should access be needed outside of standard business hours,
prior arrangements must be made with both a CompuNet associate and the Client
• CompuNet will make prior arrangements with the appropriate Client IT onsite staff to be available as
needed during the installation
• CompuNet provides appropriate personnel to perform the services specified in the Project Scope section
above
• Client will designate a single point of contact (Project Manager) for all matters relating to this engagement
• Client will provide required access to facilities and network equipment, both physical and remote, as
needed for a successful engagement by the CompuNet engineer
• Client will provide all existing configurations and pertinent network diagrams prior to installation
• Services to be performed during normal business hours (8:00 AM to 5:00 PM, local time), Mon — Fri,
unless Client policies require off -hours deployment, in which case such time will be scheduled with
CompuNet engineer
• Custom configuration work and training can be provided outside the scope of this engagement on a time
& expense basis
• Training and shadowing will be provided to assigned Client IT staff during implementation process
• Upon project completion, Client sign off is required to indicate acceptance that the scope of work has
been completed
• Any additions or changes to this Statement of Work must be mutually agreed upon by CompuNet and
Client in a separate CompuNet Statement of Work detailing the proposed changes, the impact of the
proposed change on pricing and schedule, and other relevant terms. Depending on the scope of such
additions or changes, Client may be required to agree to CompuNet's then -current standard terms and
conditions for professional services. Such changes include, but are not limited to:
o Any additional hardware configuration not listed in this document
o Modification of the Client's application software
o Development of custom solutions including scripting
SOW R 661928— Data Backup Restore and Archive — City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman Lane, Liberty Lake, WA 99019
For further descriptions of products and services, visit us at: www.comounet.bix
Page 5 of 6
F,r
CompuNet, Inc.
R
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Statement of
Work to be duly executed. If the Client will be issuing a Purchase Order in place of signing the SOW, the Purchase
Order must reference the SOW ticket number from the cover page in order for the Purchase Order to be accepted
by CompuNet. If the Client is approving this SOW via email, the email must reference the SOW ticket number from
the cover page.
dent Authorized Representati Date
-/Zla 7e4li4.6. 6/23/2020
CompuNet, Inc. Authorized Representative Date
Thomas McFarlin, Vice President of Operations
SOW M 661928—Data Backup Restore and Archive —City of East Wenatchee
This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other parry without the
expressed written permission of CompuNet, Inc.
Phone: (208) 286-300611326 N. Whitman Lane, Liberty Lake, WA 99019
For further descriptions of products and services, visit us at: www.compunet.bi:
Page 6 of 6
r
f,#CompuNet, Inc.
Bill To:
City of East Wenatchee
2719th St N.E.
East Wenatchee, WA 98802
Prepared by:
Marilynne Schott
208-562-4727
mschott@compunet.biz
Request for Proposal - Data
Backup, Restore and Archive
System
Ship Tc
City Of East Wenatchee
2719th St N.E.
East Wenatchee, WA 98802
Veeam Backup & Replication Enterprise Plus
P-VBRPLS-VSP0000- Veeam Backup & Replication Enterprise Plus -
00 Public Sector. Includes 1st year of Basic Support.
P-VBRVUL-OISUlYP- Universal license, sold by bundles of 10.
00 Includes VM, Server or Workstation Agents,
Cloud VM or App Plug -In SAP/Oracle and NAS
ExaGrid
EX10000E-SEC Disk Capacity: Raw: 32 TB, Useable: 20 TB. SO TB
Full Backup. Disks are encrypted.
EX-lYR-MS-S One year 5 x 8 Customer Support and product
Maintenance
CompuNet Services
Quote Information:
Quote ft: MJ5145083
Version: 1
Delivery Date: 06/04/2020
Expiration Date:07/02/2020
Prepared for:
Ike Lasswell
(509)884-9515
llassweli@east-wenatchee.com
$2,328.751 $1,931.11 4 $7,724.44
$1,080.00 $895.59 1 1 $895.59�
Subtotal:
$29,950.00 $19,966.67 1 $19,966.67
$4,492.50 $2,995.001 $2,995.00'.
Subtotal:
CNet Pro Services -DC CompuNet Professional Services -Per SOW $5,020.40 $5,020.40 1 $5,020.40
661928
Subtotal:
I
'., ! Page: 1 of 3
v,,,,OCompuNet, Inc.
Shipping
Request for Proposal - Data
Backup, Restore and Archive
System
rCompuNet, Inc.
Quote Summary
Veeam Backup & Replication Enterprise Plus
ExaGrid
CompuNet Services
Request for Proposal - Da
Backup, Restore and Arch
System
Subtotal:
Shipping:
Estimated Tax:
Total:
$8,620.03
$22,961.67
$5,020.40
Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Your electronic
signature, per the Electronic Signature Act, is considered equivalent to your signed and faxed signature, and allows you to accept and place
your order. A copy of this acceptance and the attached proposal document will be sent to your email address to complete your order
acceptance. You are NOT required to electronically sign your order, you may fax or email your signed proposal to your Account Manager.
City of East Wenatchee
Signature:
Printed Name: /Liy✓� p, iy«f�U /c/
Date: 6 -a3 0?-02-0
PO Number:
i