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HomeMy WebLinkAboutC16-129 Catapult Systems LLCAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY. COLORADO AND CATAPULT SYSTEMS. LLC THIS AGREEMENT ('Agreement") is effective as of the \if Uu, of APUc ,20l6byand 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 I hereof; and WHEREAS, this Agreement shall govem 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: l. 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 fumish the Services 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 ofparagraph I I hereof; shall continue in full force and effect for a term of one year. 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 e cilunty A.ttcrney's office Eagle C'runi'y Ccmmissicners' Office C16-129 t I accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance ofalterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, 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 such 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 $17,600. In the event Contract and County agree upon the need for additional services beyond those described in the Agreement, those services shall be billed at the rates described in Exhibit A. Prior to commencement of any additional services at any Property or Properties, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials without any mark up and any additional costs necessary to perform the services at a particular Property or Properties. Each estimate must be approved by County's Representative prior to commencement of the services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit A. Total compensation under this Agreement shall not exceed $20,000. Contractor shall not be entitled to bill at overtime and/or double time rates 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 performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, 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 in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor 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 Countv. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to 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 3 I 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, tille 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-l-l0L 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 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 ofthis 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 ofthe Services to be performed by the subcontractor, to be 2 Eagle County Professional Services IT Final 5/14 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 ofthis Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions ofits 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: Types oflnsurance. 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 (Enors 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 inhoduction 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 dat4 software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. IfConsultant is physically located on County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, ofiicers and employees ofthe 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 $ I,000,000 per loss. b. Other Requirements. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, 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 as Exhibit B. ii. Contractor's certificates ofinsurance shall include subcontractors, ifany as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii termination hereof. The insurance provisions ofthis Agreement shall survive expiration or J Eagle County Professional Services IT Final 5/14 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 Govemmental 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. provideduytrrecJntra.,",:ffJ',:'::HilH:'l,T::,Xi5:;.?*T[il::':l":;;;ffi:::'.'ffiensationcoverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys 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; and Contractor shall reimburse County for reasonable attomey 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 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, purchased or prepared in the performance ofthe Services shall remain the property ofthe County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 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 confirmationofreceipt. Eitherpartymaychangeitsaddressforpurposesofthisparagraphbygivingfive(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: 97 0-328-8699 E-Mail : helpdesk@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 4 Eagle County Professional Services IT Final 5/14 Telephone: 970-328-8685 Facsimile: 97 0 -328 -8699 E-Mail: atty@eaglecounty.us CONTRACTOR: Catapult Systems, LLC Attention: Tony Sciacca 5299 DTC Blvd Suite 650 Greenwood Village, CO 80111 Telephone: 7 20.457 .7 245 Facsimile: 720.457.7256 E-Mail : Tony.Sciacca@catapultsystems.com 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 t 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 govemed by the laws of the State of Colorado. 13. Execution bv 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 instrument. 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 ofa fully executed copy ofthe signature page; (ii) the image ofthe signature ofan authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic sigrratures shall be govemed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-l0l to l2l. 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 ofthe Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance ofthe Services. c. To the extent possible, Contractor has correlated the results ofsuch 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 ofall conflicts, errors, or discrepancies. 5 Eagle County Professional Services IT Final 5/14 e. Contractor shall be responsible forthe completeness and accuracy ofthe Services and shall correct, at its sole expense, all signihcant errors and omissions in performance ofthe Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. 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. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards ofcustomer service to the public. Contractor shall provide appropriate supervisionto its employeesto ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. 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. C. 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 ofemployer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that ofindependent 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 hereofand 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. l. No failure or delay by either party in the exercise ofany right hereunder shall constitute a waiver thereof. No waiver ofany breach shall be deemed a waiver ofany preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability ofany 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, ifa natural person eighteen (18) years ofage or older, hereby swears and affrrms under penalty of perjury that he or she (i) is a citizen or otherwise lawfirlly 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 Asreement. 6 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. By: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER CONTRACTOR: CATAPULT SYSTEMS,LLCd*-.-.. Title: General Manager 7 Eagle County hofessional Services IT Final 5/14 print Name: / Craig Andrie EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 8 Eagle County Professional Services IT Final 5/14 $l'C"tapult Systems i !ir llilrr:llk {or:s!iilitq {0[]pinl Exhibit A Eagle County would like additional planning hours in order to define their strategy for moving to a more cloud based infrastructure. Catapult will provide the following: . Assist with planning the move of shared departmental drives from the Windows file server to the Azure environment.. Eight hours of planning sessions over no more than two days to review OneDrive for Business strategy with Eagle County team.o One half day planning meeting to review current PhoneFactor licensing and provide guidance on transferring or replacing the licensing model to achieve multifactor authentication. o Provide guidance on moving Azure environment from Government licensing to Commercial licensing. o This move will require a complete rebuild of the Azure environment. o Assist with setup of four servers in the Azure environment. o Assist with move of existing VMware servers to Azure. This is a time and materials estimate, any additional time needed in order to complete the project will require an additional change request. lf 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, Car Rental: Actual c_ost, Meql!: Actuil!g:!:_ _ Resource Rate Est. Cost Change Est. Hours Change Azure Consultant Sreo 80 s12,800 OneDrive Consultant s150 8 s1,280 Project/Quality Ma nager S15c t2 51,920 Recommended Contingency (10%)10 Sr,ooo Total S17,600 Client Confidential EXHIBIT B INSURANCE CERTIFICATE 9 Eagle County Professional Services IT Final 5/14 tuACOR CERTIFICATE OF LIABILITY INSURANCE DATE (MT'/DDTYYYY) 4t20t2016 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 POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the cenificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. It SUBROGATION tS WAIVED, sublect to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certitlcate does not conter rights to the certificate holder in lieu of such endorsement(s). PRODUCER /Vatkins Insurance Grouo-Austin 3834 Spicewood Springs Rd, Ste. 100 Austin TX 78759 NAME:Nelda Guerrero-Croston lllP\E^ .-". s12-4s2-e877 | tnI "^,. 512-452-oeee i',l?fl 1"". nguerrero@watkinsi nsuranceg rou p. co m INSURER(S) AFFOROING COVERAGE NAIC # INSURER A:TTAVEIETS t6137TNSURED CATAP-1 Catapult Systems, LLC 1221 S. Mopac Expwy #350 Austin TX 78746-7626 INSURER B: INSURER C r INSI,JBER D: INSUREF E: INSTJRER F: 246072704 THIS lS TO CERTIFY THAT THE POLICIES OF INSUBANCE LISTED BELOW HAVE BEEN ISSUED TO THE I.ISIJRED NAMED ABOVE fOn +tE pOlrCY PERTOD 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 INSUMNCE 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 TTR ryPE OF INSURANCE tNsn wvn POLICY NUMBER POLICY EFF IMM/DD/YYYY] POUCY IMM/DDN LIMITS X I coMMERCTAL GENEFAL LtABtL|TY I ICLATMS.MAOE I x locCURr 630 1F210232 11112016 1t1t2017 EACH OCCURRENCE '1.000.000 IJAMAGE TO FiENTED PREMISES lEa @currence)$300,000 MED EXP (Anv one oerson)$10,000 PERSONAL & ADV INJURY $1,000,000 GEI X \],1AGGFEGATE LIMIT APPLIES PER I I |PPO- | |PoLlcYl lieclr I lLoc OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 AU] X .OMOBILE LIABILITY ANY AUTO ALLowNED f_-l SCHEDULEDAUTOS I I AUIOS fv, I NoN-owNED-rntruAurur l,.lAUTOSft BA 4G973691 1t1t2016 1t1t2017 UMtrINEU SINULE LIMi I :a accident)$ r .ooo,ooo BODILY INJUFY (Per person) BODILY INJURY (Per accident) PH(JPEH I Y UAMAGT(Per accident) x UMBRELLALTAB X locCUn ExcEssL|AB | ]cuerMs_naaoE cuP 1F210232 11112016 't l'l12017 EACH OCCURRENCE $3,000.000 AGGREGATE s3.000.000 DED X I nerer.iror.r s'to.ooo WORKERS COMPENSATION ANO EMPLOYERS'LtABtLrTY Y/ NANY PROPRIETOR/PARTNER/EXECUTIVE T- OFFI cER/l\4El\,1 BER EXcLU D ED? (Mandalory in NH) lf yes, describe under DESCFIPTION OF OPERATIoNS be,ow N/A HK UB 71 14P48 8 111/2016 1/112017 ^ I RTATI ITF tH- E.L. EACH ACCIDENT s 1 .000.000 E,L. DISEASE - EA EMPLOYE $1,000.000 E.L, DISEASE. POLICY LIMIT s1.000.000 Business Personal Property (RC) Professional Liabilitv 630'1F210232 zPL 15R6441 1 11112016 1t1t2016 11112017 1t112017 LimivDeduclible $580,000/$2500 Each Wrongful Act Lim $2,000,000Aggregate/Retention $2,000,000/25,000 DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (ACORDlol,AdditionalRemark3Schedule,maybeattachGditmoreapacebroquired) -agle County is additional insured on the general liability and auto liability policies where required by written contract. R Eagle County 500 Broadway Eagle CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTTCE WILL BE DELIVEREO IN ACCORDANCE WITH THE POLICY PROVISTONS. AUTHORIZED REPFESENTATIVEI "// z/ .4j/ /.n I ftu.f,/^,/k-a /'' '/tu. @ 1988-2014 ACORD CORPORATION. Ail rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (20141011