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HomeMy WebLinkAboutC15-195 Catapult Systems, LLC AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY,COLORADO AND CATAPULT SYSTEMS,LLC THIS AGREEMENT("Agreement")is effective as of the.t°rday of-ApriF,2015 by and between Catapult Systems,LLC,a Texas limited liability company (hereinafter"Contractor"or"Consultant")and Eagle County, Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,County requires advisory services regarding suggested approach to Cloud Computing objectives(the "Project")at 500 Broadway,Eagle,Colorado(the"Property");and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof;and WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than December 31st,2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A,then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Innovation and Technology Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof,shall continue in full force and effect through the 31st day of December, 2015. eI��gc 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties.Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services,and no claim that Count 1 has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichnnent,shall be the basis of any increase in the compensation payable hereunder.In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and sudh failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed 32,000 without County's written approval. Contractor shall not be entitled to bill at overtime and/or double time rages for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks perforned,who performed each task and such other detail as County may request. b. If within 30 days of completion of Services County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth inIthis Agreement,then upon written notice of such determination and request for reimbursement from County, Contradtor shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County,if any,shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees t O be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after,nor shall any payments be made to Contractor in respect of any period after December 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board Of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S.29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent,which may be 2 Eagle County Professional Services IT Final 5/14 withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection,in its reasonable discretion,shall be assigned to the Project. Contractor shall require each subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward County. County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers'Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than$2,000,000 per claim and $2,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to,use of or tampering with computer systems including hacker attacks,inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person's computer, computer system, network or similar computer related property and the data,software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud.If Consultant is physically located on County premises,third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of the Consultant. The bond or policy shall include coverage for extended theft and mysterious disappearance. The bond or policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of$1,000,000 per loss for employee dishonesty,forgery, or alteration.Limit for computer fraud shall be$50,000 per loss. b. Other Requirements. 3 Eagle County Professional Services IT Final 5/14 i. The automobile and commercial general liability coverage shall be endorsed to include Eagle lounty,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto tis Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors,if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and volunteers. v. Contractor is not entitled to workers'compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any knoneys paid pursuant to this Agreement. • 8. Indemnification. The Contractor shall indemnify and hold harmless County,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which County may become subject to insofar as any such losses,claims,damages or liabilities arise out of,directly or indirectly,this Agreement,or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder,provided however that the foregoing representation shall not apply to the extent any deliverable or end-product supplied,created,generated or produced for County by Contractor in the performance of this Agreement incorporates,uses or is based upon any item,requirement,content or material provided by County which itself infringes upon any third parties'rights to such item,content or material.Contractor shall reimburse County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with investigating or defending any such loss,claim,damage, liability or action.This reimbursement is not to exceed two times the total amount of fees paid and/or payable by County',under this Agreement,regardless of whether a claim is based on contract,tort,strict liability,and product liability or otherwise. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents(including electronic files)and materials obtained during, purchasjed or prepared in the performance of the Services shall become the property of the County upon full 4 Eagle County Professional Services IT Final 5/14 payment of all sums due to Contractor from County hereunder,and are to be delivered to County on receiving the final payment. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County,Colorado Attention:Eagle County IT Director 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone: 970-328-3580 Facsimile: 970-328-3599 E-Mail: helpdesk @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONTRACTOR: Catapult Systems,LLC Attention: Tony Sciacca 5299 DTC Blvd Suite 650 Greenwood Village,CO 80111 Telephone: 720.457.7245 Facsimile: 720.457.7256 E-Mail: Tony.Sciacca @catapultsystems.com 5 Eagle County Professional Services IT Final 5/14 11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason, with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents.County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrurient. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property,and with all local conditions,federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services as outlined in Exhibit A and shall correct,at its sole expense,all significant errors and omissions in performance of the Services. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill and diligence applicable to contractors performing similar services. Services will be performed in a good and workmanlike manner,according to the industry standards,and in compliance with the terms o this Agreement and the Services outlined in Exhibit A.. Contractor shall provide appropriate supervision to its emp4oyees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. 6 Eagle County Professional Services IT Final 5/14 f Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Contractor except that of independent contractor.Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall comply with any and all applicable laws,codes,rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. 1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present,in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 7 Eagle County Professional Services IT Final 5/14 [REST OF PAGE INTENTIONALLY LEFT BLANK] 8 Eagle County Professional Services IT Final 5/14 • IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE,STATE OF COLORADO, By and Thr..r_h Its COUNT MANAGER By: A ,/ Brent McFall,County Manager CONTRACTOR: CATAPU SYSTEMS,LLC By: ✓, Print ame: John Santiago Title:_General Manager 9 Eagle County Professional Services IT Final 5/14 Exhibit A: Statement of Work Clod Workshop } ObjeOve This arrangement for professional services(Arrangement) represents an agreement between Catapult Systerps, LLC(Catapult)and Eagle County(Client).The purpose of this engagement is to provide a workshop that will discuss with the client a high level current state assessment and identification of application or workloads that are potential candidates to move to a cloud based environment. Scope of Services Catapult will provide one or more consultants to participate in this engagement on a Time and Materials basis.the following list of activities represents our initial understanding of the work intended for this engagement.This scope of services may change based on Client direction or other factors that emerge during the course of the engagement. • Discussion on current state(we have to have an understanding of your environment as a starting point) • Discussion on typical workloads that are cloud ready including storage,compute, backup, OneDrive vs SharePoint online,SSO and identity • Discussion on high level strategy of workload migration and identification of workloads to be tested in a Pilot scenario. Schedule The Catapult consultant will begin work on TBD. We expect to complete the activities listed above in approximately one day including a few hours for pre-wdrk and wrap up. 10 Eagle County Professional Services IT Final 5/14 Professional Service Fees Catapult Systems will provide the services defined in this Arrangement on a time and materials basis at an hourly rate of$165.00 Based on the hourly rate and expected duration above,we recommend a minimum budget of$1650.00 to cover professional service fees for this engagement. Catapult Systems will submit invoices for actual hours worked according to the Professional Services Agreement in effect between Catapult and Client. By mutual agreement between Client and Catapult Systems, if this engagement requires travel by any Catapult employee,we will submit the expenses(and applicable receipts)on an invoice payable by Client as follows: • Auto mileage: Current standard IRS reimbursement rates apply • Airfare: Actual cost • Hotel: Actual cost/meals actual cost • Car Rental: Actual cost 11 Eagle County Professional Services IT Final 5/14 ,+QC' CATAP-1 OP ID: LA ...�- CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Texas Associates Insurors NAME: Building 3,Suite 300 PHONE 512-328-7676 WC.No.Exec I FAX No): 512-327-8337 1120 Capital of Texas Hwy S. E-MAIL Austin,TX 78746 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A:Travelers Indemnity of CT Catapult Systems,LLC. INSURER B:Travelers P&C Co.of America 1221 S.MoPac Expwy#350 Austin,TX 78746 wsuRERC:Standard Fire Ins Co INSURER D: INSURER E: COVERAGES _INSURER F: CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP A X COMMERCIAL GENERAL LIABILITY IMM/DD/YYYY) (MM/DD/YYYY) LIMITS EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE I X I OCCUR 6309D67854A 01/01/2015 01/01/2016 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,00C GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT GENERAL AGGREGATE $ 2,000,001. LOC OTHER: PRODUCTS-COMP/OP AGG $ 2,000,000 AUTOMOBILE LIABILITY Emp Ben. $ 1,000,000 COMBINED SINGLE LIMIT $ 1,000,000 B ANY AUTO BA9D665094 (Ea accident) 01/01/2015 01/01/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS NO BODILY INJURY(Per accident) $ X HIRED AUTOS X AUTOOS WNED PROPERTY DAMAGE (Per accident) $ X UMBRELLA LIAR X $ OCCUR EACH OCCURRENCE $ 3,000,000 A EXCESS LIAB CLAIMS-MADE CUP7113P455 01/01/2015 01/01/2016 AGGREGATE $ 3,000,000 DED I X I RETENTION$ 10,000 WORKERS COMPENSATION $ AND EMPLOYERS'LIABILITY X I STATUTE I I RTM C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N CU69D666091 01/01/2015 01/01/2016 OFFICER/MEMBER EXCLUDED? I I N/A E.L.EACH ACCIDENT $ 1,000,000 EXCLUDED? (Mandatory in NH) byes,describe under E.L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liab E.L.DISEASE-POLICY LIMIT $ 1,000,000 15R64411 01/01/2015 01/01/2016 Aggr 2 000,000 (E&O) , Ea Glitch 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION EAGLECO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 500 Broadway ACCORDANCE WITH THE POLICY PROVISIONS. Eagle,CO 81631 AUTHORIZED REPRESENTATIVE I /6417461464 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD