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HomeMy WebLinkAboutC24-084 66degrees312.380.6838 care@66degrees.com Prepared for: Eagle County, Colorado 500 Broadway, PO Box 850 Eagle, CO 81631 Reseller Agreement 66degreesHoldings,LLC(“66degrees”)willserveasEagleCounty,Colorado’s(“Client”)GoogleCloud Platform and Google Maps Platform (collectively referred to herein as “GCP”) reseller as of (“Eective Date”) as outlined in this Reseller Agreement (the “Agreement”). Managed Cloud Optimization Services AsClient’sGCPreseller,66degreeswillprovidethefollowingservices,atnoadditionalcost. 1.66degrees will invoice Client monthly for their GCP consumption associated with the Billing Account(s) 66degrees will provide. 2.66degrees will provide GCP platform-level technical advice and guidance. 3.66degrees will provide the Google Cloud cost optimization tool. 4.66degrees will provide Partner Premium Support. Partner Premium Support is reactive, advisory, request-based support for GCP platform-level topics. 66degrees Partner Premium Support coverage is 24x7x365. “Business Hours” will be defined as Mon - Fri, 9am to 7pm Eastern Time. a.Client designates priority upon submission of Requests. 66degrees may review and change designation based on the criteria below, at 66degrees’ discretion. b.66degrees oers first response time SLOs based on Priority Level (“P”): i.15 minutes for P1 requests (“P1” means critical impact; GCP service is unusable in production). ii.1 hour for P2 requests (“P2” means high impact; service use is severely impaired). iii.4 business hours for P3 requests (“P3” means medium impact; service use is partially impaired). iv.8 business hours for P4 requests (“P4” means low impact; service is fully usable). c.SLOs are only available on requests submitted via 66degrees’ ticketing portal. d.66degrees may collaborate on requests with the GCP Support Team at 66degrees’ discretion. e.For clarity, hands-on-keyboard support, applications, code, and third-party software or platforms are out of scope. f.Client understands that 66degrees asks for read-only access to Client’s GCP Projects in order to provide support services. Client has the full and sole ability to deploy, modify, and revoke these permissions at any time. 66degrees is not responsible for delays or other issues caused by any restrictions or modifications Client makes to 66degrees’ standard access levels. 66degrees may update the services in this Agreement from time to time upon written notice to Client. DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 2/12/2024 312.380.6838 care@66degrees.com 5.66degrees may update the services in this Agreement from time to time upon written notice to the Client. 66degrees Terms and Conditions 1.Consumption:Client is responsible for all GCP resource units and cost consumed against their designated Billing Account(s). 2.Payment Terms:Terms are net 30 days from invoice date.In the event payments are delayed by more than 30 days from the due date,the Billing Account may be suspended, which may result in GCP Projects and services being disrupted or disabled. 3.Taxes:All applicable federal,state,local,and usage tax will apply. 4.Credit Card Surcharge:Any credit card transaction will incur a 3.5%service charge per transaction. 5.Payments Made:All payments made are non-refundable. 6.Client Obligations:Client:(a)will comply with all laws and regulations;(b)will reasonably cooperate with 66degrees and provide any information or assistance reasonably necessary to perform the services;and (c)is responsible to obtain any licenses,authorizations, consents,or permits necessary to process any data that is provided to 66degrees. 7.Case Study:Client authorizes 66degrees to produce and publish a case study that outlines the work performed under this Agreement.The case study will describe 66degrees'services and outcomes and will (a)not imply an endorsement of 66degrees by Client,and (b)not disclose any of Client's confidential information.Client will be given an opportunity to review and approve the case study prior to publication,and such approval shall not be unreasonably withheld. 8.Warranties.66degrees represents and warrants that:(a)the services provided by 66degrees as agreed upon herein will be performed by appropriately qualified and trained personnel; and (b)it has all rights necessary for (and is not subject to any restriction,penalty, agreement,commitment,law,rule,regulation or order which is violated by)its execution and delivery of this Agreement and performance of its obligations under this Agreement.This warranty extends for thirty (30)days after receipt of any services pursuant to this Agreement.Should any services not comply with the foregoing warranty,Client will provide written notice of a breach of this warranty and 66degrees shall use commercially reasonable eorts to bring such services into compliance. 9.Warranty Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,THE 66degrees SERVICES ARE PROVIDED “AS IS,”WITH NO WARRANTIES,REPRESENTATIONS, OR GUARANTEES WHATSOEVER.66degrees EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES,ARISING BY LAW,CUSTOM,OR ORAL OR WRITTEN STATEMENTS OF SUCH PARTY,OR OTHERWISE (INCLUDING,WITHOUT LIMITATION,WARRANTY OF MERCHANTABILITY,TITLE,NON-INFRINGEMENT,INTEGRATION,USAGE OF TRADE OR FITNESS FOR A PARTICULAR PURPOSE)TO THE FULLEST EXTENT PERMITTED BY LAW. 10.Limitation of Liability.THE MAXIMUM LIABILITY OF EACH PARTY,ITS DIRECTORS AND OFFICERS TO THE OTHER PARTY FOR DIRECT DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER,AND THE OTHER PARTY’S MAXIMUM REMEDY,REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT,TORT OR OTHERWISE,SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO 66degrees UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING PRIOR TWELVE (12)MONTH PERIOD.IN NO EVENT SHALL 66degrees,ITS DIRECTORS,EMPLOYEES,AGENTS OR OFFICERS BE LIABLE FOR ANY LOST DATA OR CONTENT,LOST PROFITS,BUSINESS INTERRUPTION OR FOR ANY DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com INDIRECT,INCIDENTAL,MULTIPLE,SPECIAL,CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 11.Venue:This Agreement is governed by Colorado law.For any dispute arising out of or relating to this Agreement,the parties consent to personal jurisdiction in,and the exclusive venue of,the courts in Eagle County,Colorado. 12.Data Security. a.Definitions: i.“Client Data”means all data created by or in any way originating with Client and End Users,and all information that is the output of any computer processing,or other electronic manipulation,of any information that was created by or in any way originating with Client and End Users,in the course of using and configuring the Services provided under this Agreement,and includes all records relating to Clientʼs use of 66degreesʼs Services and Protected Information. ii.“End User”means the individuals (including,but not limited to employees,authorized agents,students and volunteers of Client;Third Party consultants,auditors and other independent contractors performing services for Client;any governmental,accrediting or regulatory bodies lawfully requesting or requiring access to any Services;customers of Client provided services;and any external users collaborating with Client)authorized by Client to access and use the Services provided by Client under this Agreement. iii.“Protected Information”includes,but is not limited to,personally-identifiable information,student records,protected health information,criminal justice information or individual financial information and other data defined under C.R.S.§§24-72-101 et seq.,and personal information that is subject to local,state or federal statute,regulatory oversight or industry standard restricting the use and disclosure of such information.The loss of such Protected Information would constitute a direct damage to the Client. iv.“Security Incident”means the potentially unauthorized access by non-authorized persons to personal data or non-public data the 66degrees believes could reasonably result in the use,disclosure or theof Client Data within the possession or control of the vendor.A Security Incident may or may not turn into a data breach. b.During the course of 66degrees; performance of the services under this Agreement,66degrees may be required to maintain,store,process,review,or control Client Data. 66degrees represents and warrants that: i.66degrees will take all reasonable precautions to maintain all Client Data in a secure environment to prevent unauthorized access,use,or disclosure,including industry-accepted firewalls,up-to-date anti-virus soware,and controlled access to the physical location of the hardware containing Client Data; ii.66degreesʼs collection,access,use,storage,disposal and disclosure of Client Data shall comply with all applicable data protection laws,as well as all other applicable regulations and directives; iii.66degrees will notify Client of any Security Incident as soon as practicable,but no later than 24 hours aer 66degrees becomes aware of it; iv.66degrees will provide information sufficient to satisfy Clientʼs legal and regulatory notice obligations.Upon notice of a Security Incident,Client shall have the authority to direct 66degrees to DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com provide notice to any potentially impacted individual or entity,at 66degreesʼs expense,and Client shall be liable for any resulting damages to Client. v.Where 66degrees has been contracted to maintain,store or process personal information on behalf of the Client,it shall be deemed a “Third-Party Service Provider as defined in C.R.S.§ 24-73-103(1)(i),and Client shall maintain security procedures and practices consistent with C.R.S §§24-73-101 et seq.;and vi.66degrees will promptly return or destroy any Client Data upon request from the Client. Public Sector Fixed Fee Addendum This Public Sector Prepayment Addendum,the “Addendum,”outlines the eligible services Client may procure from 66degrees as a reseller for a fixed Subscription Fee as defined herein. Client accepts the Google Cloud flowdown terms found at the following link and incorporated by reference hereto: https://static.carahsoft.com/concrete/files/8116/6981/5470/US_Public_Sector_CMA_flo wdowns_10.17.22_-_GCP.pdf 1.Additional Definitions. A."Client Usage Environment"means all usage and deployments of the Qualifying SKUs under the Billing Account. B."GCP Services"means:(1)Google Cloud Platform Pay-As-You-Go SKUs;and (2)the Separately Provisioned GCP Oerings"Google Cloud Platform Pay-As-You-Go SKUs" are the Google Cloud Platform SKUs listed at https://cloud.google.com/skus, excluding Google Cloud Platform Services or SKUs that require the acceptance of separate terms and conditions (e.g.Google Cloud SecurityCommand Center); a.Separately Provisioned GCP Oerings are SKUs that require the acceptance of separate terms and conditions,e.g.,Security Command Center Premium, Looker,and Technical Support Services such as Enhanced Support. C."Google Cloud SKU"means the SKUs associated with any product or service that Google Cloud makes available to Clients. D."Relevant Product Categories"means the below SKUs that are included in the Subscription Fee for this Addendum: a.Google Cloud Platform Pay-As-You-Go SKUs b.Enhanced Support E.[RESERVED] DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com F."Marketplace Oerings"means eligible software,service,or datasets provided by third party vendors on Google Cloud Marketplace (https://console.cloud.google.com/marketplace/)and made available for Client to purchase,in each case excluding Bring Your Own License (“BYOL”)Products.For the avoidance of doubt,Google Cloud SKUs are not included in "Marketplace Oerings." G."Permitted Units"means the specific SKUs,products or quantities of a Relevant Product Category that is included in the Subscription Fee.The Permitted Units are specified in the Qualifying Workload,if applicable to the Relevant Product Category. H."Qualifying SKUs"means the products,quantities or SKUs that are described in the Qualifying Workload. I."Qualifying Workload"means the project approved by Google for Client to use the Qualifying SKUs. J."Relevant Client"means the Client whose Service usage is linked to the Billing Account provided by 66degrees. K."Subscription Period"means ________________ 2.Additional Terms A.Restrictions:Client will not allow any use under the Billing Account of:(i)any Google Cloud SKU that is not a Qualifying SKU;(ii)any Qualifying SKU for any purpose other than to implement the Qualifying Workload;or (iii)any Qualifying SKU in violation of applicable restrictions specified in the Qualifying Workload (each,an "Unqualified Use").Any Unqualified Use is not permitted under this Agreement and is subject to Sections C,D and E below. B.Marketplace Oerings:Marketplace Oerings are not included in the Qualifying SKUs or Subscription Fee.Any purchase or use of a Marketplace Oering under this Addendum will be deemed an Unqualified Use and is subject to Sections C,D and E below.In addition,Google may,in its sole discretion,unilaterally cancel any Marketplace order associated with the Billing Account. C.Google reserves the right to review usage associated with the Client Usage Environment at any time for any Unqualified Use or non-compliance with the terms of this Agreement.Google and/or 66degrees will notify Client of any Unqualified Use ("Discrepancy"). D.If Client,within 15 days of receiving notice of the Discrepancy,does not conform the actual use of Google Cloud Services under the Client Usage Environment according to this Agreement,then: a.If,as a result of the Discrepancy,the fees charged by 66degrees to Client were lower than what would otherwise have been charged,66degrees will invoice Client for,and Client will pay,an amount equal to such deficiency in Fees based on Google's standard pricing;and b.if Client:(a)requires the use of Google Cloud SKUs under the Client Usage Environment other than Qualifying SKUs in order to implement the Qualifying Workload;or (b)requires an amendment to the scope of the Qualifying Workload,then the parties will,subject to Google's approval,amend or replace this Agreement to reflect Client's requirements and the DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com corresponding higher subscription fee(s)for the remainder of the Subscription Period. E.Any other Unqualified Use will be subject to additional fees based on Google's standard pricing for the applicable SKU or product that is considered an Unqualified Use. F.Post Subscription Period.If Client continues to use Google Cloud Platform Pay-As-You-Go SKUs or incur any other fees,such as for other Relevant Product Categories,under the Billing Account after the Subscription Period,66degrees will invoice Client based upon list price of actual GCP usage,unless the parties enter into a new agreement to reflect a new subscription before the end of the Subscription Period. 4.Qualifying Workload The following services may be used to implement the Project (defined below)during the Subscription Period. The Google Cloud Platform Pay-As-You-Go SKUs (excluding the SKUs listed below),subject to the Restrictions.“Project”means Eagle County enterprise translation services and Generative AI introduction for testing and development purposes. “Restrictions”means the following restrictions or assumptions applicable to the Project: 1.Relevant Customer’s usage of Cloud Translation is limited to Document Translation of 50,000 pages per month. 2.Relevant Customer’s usage of Cloud Translation Hub is limited to Number of pages to be submitted of 10,00 pages per month. 3.Relevant Customer’s usage of Vertex AI is limited to Standard Search Queries of 2000 Requests and Search Index Storage of 300 GB per month. 4.Google Cloud Platform Enhanced Support is included for projects under Subscription Billing ID a.Base SKU:SUPPORT-GCP-ENHANCED-BASE b.Variable SKU:SUPPORT-GCP-ENHANCED-VAR The Qualifying SKUs do not include: (i)any SKUs for: -Apigee; -Appsheet; -Looker; -Chronicle; -Google Cloud VMware Engine; -BeyondCorp Enterprise; -Google Workspace; -Marketplace oerings; -ReCaptcha Enterprise; -Siemplify; DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com -GCP products that require separate subscriptions; -Bare Metal Solution; -Maps or Maps API services;and (ii)any third party solutions used by the Relevant Client under the Client Usage Environment. 5.Fees A.The Subscription Fee is $80,112,invoiced monthly in arrears in the amount of $6,676 per month. DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 312.380.6838 care@66degrees.com Acceptance The parties have caused this Agreement to be executed by their duly authorized representative as of the date signed below. Client Authorized Representative Name:___________________________________________ Title:___________________________________________ Signature:___________________________________________ Date:___________________________________________ Address:___________________________________________ Accounts Payable Name:___________________________________________ Email:___________________________________________ Phone:___________________________________________ 66degrees Holdings,LLC Name:Sean Anderson Title:SVP,Google Solutions Signature:___________________________________________ Date:___________________________________________ Address:600 W.Van Buren St.,Suite 603,Chicago,IL 60607 DocuSign Envelope ID: E3687082-E063-4B3A-BAEC-599E7A629DD3 2/9/2024 County Manager Justin Patrick justin.patrick@eaglecounty.us 970-328-8614 2/12/2024 Jeff Shroll PO Box 850 Eagle, CO 81631