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HomeMy WebLinkAboutC16-334 Red Sky Solutionsa AGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND RED SKY SOLUTIONS, LLC THIS AGREEMENT ("Agreement") is effective as of the 90 day of ✓6v)'_ , 2016, by and between Red Sky Solutions, a Utah limited liability company (hereinafter "Contractor" or "Consultant") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to hire a consultant to assist in the setup, configuration and tuning of 3 Palo Alto firewalls and associated security services for Eagle County Government, and on-call services as may be requested by the County. 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 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 relating to the Palo Alto firewalls and described in Exhibit A attached hereto and incorporated herein by reference and any on-call services approved by County in.writing at the rates set forth in Exhibit B, attached hereto and incorporated herein (collectively the "Services" or the "Work"). The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services set forth on Exhibit A no later than December 31, 2016, and in accordance with the schedule established in Exhibit A. Contractor agrees to furnish the on-call Services in accordance with the schedule established in each proposal approved by County. All Services shall be performed 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 or Exhibit B 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 31 st day of August, 2017. E By: Eagle County Attorney's office C16-334 By: Eato cownty commissioners, office a 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 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 set forth in Exhibit A in an amount not to exceed $18,000, computed and payable as set forth in Exhibit A. For the performance of on-call Services, County shall compensate Contractor in accordance with the fee schedule set forth in Exhibit B. Prior to commencement of on-call Services, Contractor shall first provide County with a written estimate which shall include an estimate of the labor, materials and any additional costs necessary to perform the particular on-call Services. Each estimate must be approved by County's Representative in writing prior to commencement of the on- call Services by Contractor and all rates shall be in accordance with the fee schedule set forth in Exhibit B. County shall compensate Contractor for any on-call Services performed in an amount not to exceed $4,000. Total compensation for all Services under this Agreement shall not exceed $22,000. 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, supporting documentation for reimbursable out-of-pocket expenses and such other detail as County may request. b. Any out-of-pocket expenses and travel/per diem expenses to be incurred by Consultant and reimbursed by the County shall be identified on Exhibit A. Out-of-pocket and travel/per diem expenses are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by the County. C. 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 County. d. 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. e. 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 ., 2 Eagle County Professional Services IT Final 5/14 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 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. 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 $3,000,000 per claim and $3,000,000 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 $100,000 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 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 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 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 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 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 of the Services shall remain the property of the 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 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: Jake Klearman 500 Broadway 4 Eagle County Professional Services IT Final 5/14 Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3595 Facsimile: 970-328-3599 E-mail: Jake.klearman@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: Red Sky Solutions Attn: Andy Olson 11925 south 700 E Draper, UT 84020 Telephone: 720-320-1818 E -Mail: aolson@redskysol.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 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 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 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. 5 Eagle County Professional Services IT Final 5/14 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 and shall correct, at its sole expense, all significant errors and omissions in performance of the 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 of customer service to the public. Contractor shall provide appropriate supervision to its employees to 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. 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. In. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 6 Eagle County Professional Services IT Final 5/14 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. 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 Through Its CO MA A By: rent cFal Countyanager CONTRACTOR: Red Sky Solutions By: Print Name: Andy Olson Title: VP Engineering 7 Eagle County Professional Services IT Final 5/14 EXHIBIT A SCOPE OF SERVICES RELATING TO PALO ALTO FIREWALLS, AND ASSOCIATED SCHEDULE AND FEES 1 Project Scope Red Sky will provide expert level design and configuration services for the following in -scope hardware and software: Qty 2 PAN -PA -3020 PAN -PA -3020 -GP PAN -PA -3020 --TP Qty 1 PAN -PA -200 PAN -PA -200 -TP 1.1 Project Activities and Milestones The services provided in this statement of work (SOW) are organized in the following phases: 1. Planning 2. Hardware Migration 3. Port and Protocol Migration 4. Subscription Implementation 5. VPN Services 6. Port and Protocol to Application Migration 7. Reporting configured 8. Logging to local logvault configured 1.1.1 Phase 1: Planning Red Sky will conduct a pre -engagement planning call/meeting with Eagle County to initiate the project. Topics to be discussed include the following: • Review of project scope and objectives. • Project timelines, scheduling, and logistics. • Identification of key Eagle County project team members with whom Red Sky will collaborate to accomplish the tasks defined in this SOW. • Identify and agree to key activity execution dates. • Finalize architecture, physical connectivity, global firewall parameters s Eagle County Professional Services IT Final 5(14 1.1.2 Phase 2: Hardware Migration Red Sky will implement 3020 hardware with minimal firewall and filtering configuration. The global configuration parameters as a result of planning meeting will be the baseline configuration in use at this time. Focus will be placed on the following items: • Firewall configuration • Proper routing via Palo Alto Networks Virtual router • Traffic passed policy, logging is working properly • Licensing, dynamic updates, operating image, configuration is optimal • Troubleshooting as needed • Clientless and client VPN • Reporting 1.1.3 Phase 3: Port and Protocol Migration Red Sky will migrate the existing Security and NAT rules to the Palo Alto Networks 3020 and help create new rules as required. End state of this migration will be Security and NAT rules that provide an equivalent service to the County on the Palo Alto platform. Key elements to this phase: • Traffic passes Security Policy and is logged properly • NAT policies in proper sequence for inbound/outbound policy • Rule compression if possible — eliminate duplicates and combine policy where appropriate 1.1.4 Phase 4: Subscription Implementation Red Sky will implement subscription services on specific rules. This will include the customization of up to 3 policies for Threat Prevention. Red Sky will then apply subscription policies to rules where appropriate. 1.1.5 Phase 5: VPN Services Red Sky will implement the Global Protect VPN services on the Palo Alto Networks firewall appliances. This will include configuration of the portal, gateway, authentication sequences, authentication/authorization sources and security/NAT rules for proper and secure operation of remote access clients. 1.1.6 Phase 6: Application Ruleset Migration Red Sky will implement Application based rules to replace port and protocol rules in place at the initial migration. This will take place approximately 30 days post -cutover. At the same time, Red Sky will re - 9 Eagle County Professional Services IT Final 5/14 visit the subscription based services applied to rules and verify proper operation and adjustments to be implemented. 1.2 Deliverables The following are the deliverables for this engagement: • Pre -engagement call/meeting to discuss project scope, requirements, prerequisites, and schedules • Services detailed in sections 2.2.1-2.2.6 • Closeout call/meeting 2 Prerequisites 2.1 Technical Requirements This section lists the requirements for successful completion of this engagement. 2.1.1 Hardware Requirements Eagle County will be solely responsible for providing proper configurations or input that will result in equipment configurations. This may consist of excel spreadsheets, notepad, configuration files, or worksheets that are in a readable format and contain all parameters necessary for the device configuration. 2.1.2 Software Requirements Eagle County will be solely responsible for providing proper configurations or input that will result in equipment configurations. This may consist of excel spreadsheets, notepad, configuration files, or worksheets that are in a readable format and contain all parameters necessary for the device configuration. 2.1.3 Additional Requirements Eagle County will provide input on firmware versions to utilize. In the absence of Eagle County input, Red Sky will provision software that the manufacturer documents as 'best practice' or 'safe harbor' versions. 3 Role Descriptions 3.1 Red Sky Project Team Red Sky Engineers have led complex projects with many Counties in multiple countries in a wide array of industries including energy, finance, retail, telecom and high tech. Our Engineers maintain various, high level certifications with Brocade, HPE/Aruba, F5, Palo Alto Networks, Cisco, Juniper, VmWare and 10 Eagle County Professional Services IT Final 5114 Pure Storage among others. Red Sky will utilize the following resource(s) to deliver the consulting services outlined in this statement of work. 3.1.1 One or More Senior Systems Engineers A Senior Systems Engineer(s) will be provided to perform the duties outlined in this SOW. The Senior Systems Engineer is responsible for overall completeness and technical accuracy of the final configuration loaded to the device. 3.1.2 Systems Engineer A Systems Engineer(s) may be provided to perform the duties outlined in this SOW. Systems Engineers are responsible for device configuration, firmware upgrades/downgrades, preparation of hardware devices, functional testing and documentation 3.1.3 Project Manager A Project Manager will be provided to manage logistics for the project. The Project Manager will be responsible for scheduling planning session, gathering information required from the Eagle County, shipping logistics, staging schedules, Engineering resources, deliverables and overall Eagle County satisfaction. 3.2 Eagle County Project Team Eagle County will provide a Project Manager knowledgeable in pertinent internal Eagle County processes and able to collaborate with the VMware Engagement Manager as specified in this SOW. Eagle County's Project Manager must have the authority to make project decisions and represent Eagle County in all matters related to this SOW. Eagle County's Project manager will provide a single consolidated response to any review, approval, change, or decision request. Eagle County will actively participate in this engagement, and individuals with relevant domain, business, and/or technical expertise will be available as required. These participants are the acknowledged spokespersons for the areas they represent, and the Red Sky team requires regular and timely access to them. If participants are unable to attend a scheduled meeting, then the Eagle County Project Manager becomes the final authority on all items of discussion. 4 Responsibilities 4.1 Red Sky Responsibilities Red Sky will coordinate activities of all Red Sky resources and will be providing Eagle County with Red Sky resources that have the skills and expertise necessary to properly execute the requirements and services set forth in this SOW. 11 Eagle County Professional Services IT Final 5/14 4.2 Assumptions and Eagle County Responsibilities This section describes the responsibilities of Eagle County to Red Sky with regard to this project. • Eagle County is responsible for, and assumes any risk associated with any problems resulting from the content, completeness, accuracy and consistency of any data, materials and information supplied by Eagle County. • Any change to the scope of work explicitly described in this SOW, and any associated additional fees, must be mutually agreed in writing. • Eagle County will provide access to facilities and computer systems as required for Red Sky project team to perform tasks as outlined in this SOW. • For engagement activities that need to occur at Eagle County work locations, Red Sky expects Eagle County to make reasonable facilities accommodations for our project team. These accommodations will include a desk/cubicle, Internet connection (for Web browser access), and conference room facilities. 5 Invoicing/Fee Schedule All fees and expenses will be invoiced monthly as a percentage complete of the total cost of the project. 6 Project Pricing The pricing of this statement of work is not inclusive of hardware or software costs associated with this SOW. All travel expense including hotel, meals, air travel and local transportation are charged at actual rates. Expenses will be itemized and documented. Daily expenses not to exceed $400/day for lodging and meals combined. Will be billed actual hours up to the agreed NTE Travel time is billable 1 direction. 6.1 Request Description' Assist ECG staff with the setup and configuration of three new Palo Alto firewalls. Includes: Migrating from existing HA cisco firewall pair to one Palo Alto 3020 for the primary internet connection. Porting over existing functions and tuning for new functionality. Setup a Palo 200 on the guest network with threat prevention configured. Setup Palo alto firewall at the secondary internet site porting over existing functionality, setup threat prevention, tune device for maximum visibility into traffic. 12 Eagle County Professional Services IT Final 5/14 1W46011:311a HOURLY RATES FOR ON-CALL SERVICES 8-5 Monday to Friday - Senior consultant $250/hr 13 Eagle County Professional Services IT Final 5114 EXHIBIT C INSURANCE CERTIFICATE 14 Eagle County Professional Services IT Final 5/14 Client#: 13330 REDSKY ACORD,. CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDD/YYYY) INSR LTR _ TYPE OF INSURANCE 08/16/2016 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(les) 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 Christy Roth Moreton & Company - Utah PHONE 801 531-1234 801-531-6117 Ext): AIC, No P.O. Box 58139 E•MAILo, ADDRESS: croth@moreton.com Salt Lake City, UT 84158-0139 DAMq�E T RENTED PREMISES Ea occurrence 801 531-1234 INSURER(S) AFFORDING COVERAGE NAIC If INSURER A: Atlantic Specialty Insurance Co 27154 _-� INSURED INSURER B: Advantage Workers Compensation 40517 Red Sky Solutions, LLC GENERAL AGGREGATE 11925 South 700 East INSURER C: $ 2,000,000 Draper, UT 84020 INSURER D_ INSURER E: �— I AUTOMOBILE INSURER F: COVERAGES 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 CONTRACTOR 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 LTR _ TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF /Y MMIDDYYY POLICY EXP MM/DD LIMITS A - X COMMERCIAL GENERAL LIABILITY —� CLAIMS -MADE I X OCCUR _ 711013604 11/06/2015 11/06/201 EACH OCCURRENCE $1000000 DAMq�E T RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $15,000 _-� PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO - POLICY JECT X LOC __aOTHER — — GENERAL AGGREGATE $2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 $ A I AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS 711013604 11/06/2015 11/06/201 6 COBINED SINGLE LIMIT Ea Maccident $1 �00O ,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ A X UMBRELLA LIABX EXCESS LIAB OCCUR CLAIMS -MADE NIA 711013604 3374296 11/06/2015 11/06/2015 11/06/201 11 /06/201 EACH OCCURRENCE $5 000 000 AGGREGATE $5,000 000 � DED X RETENTION $0 _ -, PER X i STATUTE ER _ g RKERS COMPENSATION AOTH- B OI EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE— OFFICER/MEMBER EXCLUDED? LN (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below__ E.L. EACH ACCIDENT $1,000,000 --- E.L. DISEASE -EA EMPLOYEE - --- $1,000,000 E.L. DISEASE - POLICY LIMIT -- $1,000,000 A !Technology Errors & Omissions Liab Claims Mae — 711013604 Retro: 11/6/12 —_ 11/06/2015 _ 11/06/201 $5,000,000 Each Claim $5,000,000 Aggregate $10,000 Ded per Claim DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County is included as Additional Insured as respects General Liability when required by written contract per form VCG207 1113 CERTIFICA I t HULUhM CANCELLATION Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 500 Broadway ACCORDANCE WITH THE POLICY PROVISIONS. Post Office Box 850 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD fiSR5nR99/MA5nA91 CHRRCt ate: 11/6/2017 Time: 12:25 PM To: Eagle County g 19703288699 Client#_ 13330 RFn.gKY Page: 002 ACORD.. CERTIFICATE OF LIABILITY INSURANCE D111062017ATE YY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 11/06/2017 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 NAME: Christy Roth Moreton & Company - Utah PHONE 801 531-1234 FAX 801-531-6117 (A/C, No, E# : (AIC, No): P.O. Box 58139 E-MAIL troth@moreton.com ADDRESS: Salt Lake City, UT 84158-0139 11/06/2018 EACH OCCURRENCE $5,000,000 801 531-1234 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA : Atlantic Specialty Insurance Co 27154 INSURED Red Sky Solutions, LLC; Red Sky Arizona, INSURER B MED EXP (Any one person) $ X Errors & Omissions LLC; Red Sky Colorado, LLC INSURER C 11931 South 700 East INSURER D Draper, UT 84020 INSURERE: GEN'LAGGREGATE LIMITAPPLIES PER: PRO- X POLICY JECT LOC GENERAL AGGREGATE $5,000,000 INSURER F COVERAGES CERTIFICATE NUMBER- RFVISION NIILII 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 CONTRACTOR 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. LTR TYPE OF INSURANCE DDL /NSR SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY POLICY EXP MMIDDIYYYY) LIMITS A COMMERCIAL GENERAL LIABILITY 7600096200001 11/06/2017 11/06/2018 EACH OCCURRENCE $5,000,000 X CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ X Errors & Omissions X $50,000 Retention PERSONAL& ADV INJURY $ Retro Date: GEN'LAGGREGATE LIMITAPPLIES PER: PRO- X POLICY JECT LOC GENERAL AGGREGATE $5,000,000 11/06/2015 PRODUCTS - GOMPlOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COM B IN ED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWN ED SCHEDULED AUTOS AUTOS BODILY INJU RY Per accident $ HIRED AUTOS NON -OWNED AUTOS PROPERTYDAMAGE $ Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN ANY PROP RIETORIPARTN ERIEXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ NIA ISTATUTE I ER E. L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Cyber Liability 7600096200001 11/06/2017 11/06/2018 $3,000,000 Each Claim Claims Made $3,000,000 Aggregate Retro: 11/06/2016 $25,000 Retention DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mora space Is required) Verification of Insurance subject to the terms and conditions of the policy. Eagle County 500 Broadway Post Office Box 850 Eagle, CO 81631 ACORD 25 (2014/01) 1 of 1 #S9835791M983083 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD TERJE ate: 11/6/2017 Time: 12:20 PM To: Eagle County @ 19703288699 rlianffi- 1313n RFn-gt(V Page: 002 ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 11/06/2017 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 Moreton &Company -Utah P.O. Box 58139 CONTACT Christy Roth PHONE {AAIC, No): 801-531-6117 5311234 _(AIC. E-MAIL troth@moreton.com Salt Lake City, UT 84158-0139 801 531-1234 INSURER(S) AFFORDING COVERAGE NAIC 0 INSURERA : Atlantic Specialty Insurance Co 27154 INSURED Red Sky Solutions, LLC; Red Sky Arizona, LLC; Red Sky Colorado, LLC 11931 South 700 East INSURERS : Workers Compensation Fund 10033 Advanta a Workers Compensation 40517 INSURER C: 9 P INSURER D PERSONAL& ADV INJURY $1,000,000 Draper, UT 84020 INSURERE: INSURER F COVERAGES 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 CONTRACTOR 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 LTR TYPE OF INSURANCE DDL NSR UBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE D OCCUR 7110136040005 11/06/2017 11/06/2018 EACH OCCURRENCE $1,000,000 PREMIISES (Ea RENTED ) $1,000,000 MED EXP (Any one person) $15,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. P RO- POLICY JECT X LOC OTHER. GEN ERAL AGGREGATE $2,000,000 PRODUCTS-COMPIOPAGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS 7110136040005 11/06/2017 11/06/201 COMB! SINGLE LIMIT Ea acciddentent) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Par accident) $ PROPERTY DAMAGE $ Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 7110136040005 11/06/2017 1110612018 EACH OCCURRENCE s5,000,000 AGGREGATE s5,000,000 DED I X1 RETENTION $0 $ B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEYIN OFFICERIM EMBER EXCLUDED? (Mandatory 1n NH) Ifyes, describe under DESCRIPTION OF OPERATIONS below NIA 3293201 (UT) 3374296 11/06/2017 11/06/201 X SPER TATUT EERH E.L EACHACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County is included as Additional Insured as respects General Liability when required by written contract perform VCG207 1113 CERTIFICATE HOLDER CANCELLATION Eagle County 500 Broadway Post Office Box 850 Eagle, CO 81631 ACORD 25 (2014101) 1 of 1 #S9835631M983076 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ®1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD TERJE