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CORRESPONDENCE - PURCHASE ORDER - 9201356
Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and CATAPULT SYSTEMS, LLC, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of nine (9) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon date of execution and shall continue in full force and effect until December 31, 2020, unless sooner terminated as herein provided. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Catapult Systems, LLC Attn: Christina Boe 1221 South Mo Pac Expressway Three Barton Skyway, Ste. 350 Austin, TX 78746 Christina.Boe@catapultsystems.com City of Fort Collins Attn: Arlene Yusnukis PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 2 of 17 promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit A, consisting of nine (9) pages, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Sixteen Thousand Two Hundred Dollars ($16,200.00). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 3 of 17 Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 4 of 17 allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 5 of 17 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 6 of 17 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: CATAPULT SYSTEMS, LLC By: Printed: Title: Date: DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Vice President Jim Booth 9/15/2020 9/21/2020 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 7 of 17 Statement of Work EXHIBIT A SCOPE OF SERVICES Catapult Systems, LLC ADFS Replacement and Multi Factor Authentication Date: 6-16-2020 Submitted by: Submitted to: Catapult Systems, LLC City of Ft Collins 215 N. Mason, 3rd Floor, IT Department Fort Collins, Colorado 80524 This Statement of Work (SOW) represents an agreement between [Client Name] (City) and Catapult Systems, LLC (Catapult), and is subject to the terms and conditions specified below. The Attachment(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terms of the any Appendices hereto, the terms of the body of this SOW shall prevail. Engagement Overview Success Criteria This engagement will be successful when: 1. Users can authenticate to Office 365 via pass through authentication 2. Users can authenticate to externally hosted applications via Azure identity 3. Active Directory Federation Services (ADFS) can be decommissioned with no impact to production 4. Multi Factor Authentication (MFA) is successfully piloted and configured for 10 users Scope of Work The Catapult team is responsible for the following work items to complete this engagement: 1. Envision and planning a. Review of current ADFS environment b. Review of five (5) current applications DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 8 of 17 c. Review of MFA needs and requirements 2. Deployment a. Deployment of pass through authentication application on two (2) servers b. Decommission of ADFS for Office 365 authentication c. Configuration and deployment of five (5) applications for cloud-based authentication d. Working with Client to facilitate the transition to Azure Federation Services (FS) rather than ADFS e. Deploy pilot MFA and two (2) conditional access rules for 10 users f. Deployment of solution through shared meeting with client personnel to achieve knowledge transfer 3. Testing a. Facilitate testing and resolution of any authentication issues 4. Documentation and Knowledge transfer a. Document the configuration for pass through authentication b. Document the Azure application configuration c. Document the configuration for MFA d. Provide knowledge transfer through the duration of the project Client Participation The City team will participate in this engagement as follows: 1. Coordinate with City resources and staff schedules 2. Grant Catapult global administrator rights to Azure and Office 365 3. Grant Catapult administrator access to ADFS environment 4. Work with Catapult to create MFA pilot rules 5. Work with 3rd party vendors to change application authentication 6. Review and approve engagement deliverables 7. Provide Catapult with a list of the City’s Microsoft license subscriptions during the initial project kickoff meeting, or upon license purchase if later 8. Assign Catapult as the Digital Partner of Record (See Appendix A) for each applicable subscription in Microsoft’s Customer Portal within 10 days of initial project kickoff meeting, or after license purchase if later. Instructions included in Appendix A Out of Scope Deliverables and activities that are not identified in the Scope of Work Section of this document are out of scope unless accompanied by an approved Project Change Request. The following items should be considered with respect to the overall Client objective but are not planned for this engagement: 1. Deploy any on premise applications other than pass through authentication application 2. Configure any security rules other than MFA and Conditional Access pilot 3. Deploy any servers DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 9 of 17 Deliverables This engagement will produce the following deliverables: # Deliverable Description 1 Pass Through Authentication Document As built document for pass through configuration 2 Azure Application Configuration Document As built document for the five (5) applications created for Azure portal 3 MFA Pilot Document As built document for MFA pilot and conditional access policy Estimating Assumptions The overall scope and related work estimates for this engagement were developed based on the following assumptions. Material changes to these assumptions may impact the estimated effort, schedule and fees associated with completing the work: Prerequisite requirements (security clearances, background checks, systems access, awareness training, etc.) have been communicated to Catapult prior to the project kickoff meeting Information provided in City documents and statements used to develop this Statement of Work is assumed to be an accurate representation of the respective subject matter Client will provide Catapult consultants with necessary permissions and credentials for accessing the relevant City systems prior to the project kickoff meeting Catapult resources will be engaged on a full-time basis or per the agreed upon project schedule, and work will be completed on consecutive business / working days for the duration of this engagement unless otherwise agreed City key stakeholders will be readily accessible for key decision making throughout the course of the engagement The Catapult team may perform portions of the work either at the Client site or remotely depending on the nature of each task Hardware and software costs that may be required to complete this engagement are not included in this Statement of Work Some work items may be more accurately defined during the engagement. Should we encounter a deviation from the total estimated schedule or effort, a change order will be presented for approval prior to commencement of the associated work City understands the success of this project is dependent upon the participation of City staff and third-party vendors (if required) City will assume responsibility for management of all vendors not managed by Catapult DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 10 of 17 City will provide details of all relevant policies and standards which may have a bearing on the design, testing or implementation of any new technology Task List of Non-Technical Requirements 1. When Catapult consultants are given user credentials in a customer Azure environment, they must associate their user credentials with Catapult Systems by adding Catapult’s Headquarters Identification number (58153) into their existing user(s) credentials. This requires no action from the customer. When the consultant’s user credentials are disabled, the information will be removed 2. For all Azure projects, the Catapult consultant will also assist customer with assigning Catapult as the Digital Partner of Record for Azure, following the steps outlined in Appendix A 3. When Catapult consultants are working with a customer’s O365 or D365 or PowerPlatform, they must associate Catapult’s Microsoft Partner number (58153) with the customer at the subscription and workload level by submitting a claim through Microsoft’s Partner Center. The customer will receive a notification from Microsoft providing them with the option to deny Catapult’s influence with these technologies Delivery Approach Activity Plan The table below summarizes the work activities and effort estimates planned for the completion of this engagement. Based on our current work estimates and staffing approach, we expect a total duration of approximately three (3) weeks Phase Activity Schedule Weeks Envisioning & Planning Review ADFS 1 Review applications 1 Plan for pass through cut over 1 Developing Deploy and configure pass through authentication 1-2 Configure cloud apps in Azure 2 Test and verify configuration 2 Cut over to Azure FS 2 Deploy MFA pilot 3 Stabilizing & Deploying Verify and validate configuration 3 Test and verify MFA deployment 3 Total 3 weeks DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 11 of 17 Staffing Key Catapult roles are described below, individual Catapult consultants may fulfill one or more roles on this engagement. Role Responsibilities Azure Consultant Review environments Prepare and cut over authentication Deploy and test Azure applications Deploy MFA pilot Document solutions and application Project Manager Create and maintain the project plan Manage the project to budget Assign tasks to resources Identify and log project risk and issues Create and communicate project status reports Ensure delivery quality and timeliness Manage client deliverables acceptance Practice Manager Primary accountability for quality of delivery, communication and issue resolution Management oversight for status reporting, budget and schedule tracking Strategic business and technology alignment Status Reporting The Catapult team will prepare a weekly status report that captures relevant details related to work progress such as project budget, schedule, and issues that require management attention. The Catapult team will conduct a weekly status meeting with the City team to review the status report and address any issues or activities that require attention. Project Closeout Report Upon completion of the engagement, Catapult will provide a project closeout report. This report will include a summary of accepted deliverables, budget and schedule results, open issues and lessons learned. Approving Deliverables The Catapult and City teams will jointly execute a deliverable review process as defined DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 12 of 17 in the diagram below: The effort estimates in this Statement of Work account for one iteration of the approval process shown here. If during the engagement City requires more iterations of this process, Catapult project management will evaluate the related impact on budget and schedule and execute the change management process as appropriate. If approval or feedback has not been received from the City within three (3) business days, deliverables will be considered approved and accepted by the City unless otherwise mutually agreed upon in writing. Change Management Catapult will notify City promptly if there is any material change in scope, schedule, or budget. Conversely, City will notify Catapult promptly of any changes in scope or timeline. Any change to the scope will be managed using Catapult Project Change Management process. Under this process, either Catapult or City may initiate a change request when some change or event has occurred that may impact the scope, schedule, or budget of the project. City can choose to approve or deny the change request. Catapult will not proceed with work related to the change request until City has issued formal approval. Some examples of events that can cause a change request include the following: Change in Technical Scope – City decides to include new functionality or capabilities not identified in the initial scope and related work estimates Change in Scope of Work – City requests Catapult perform work activities or produce deliverables not originally assigned to the Catapult team Change in Approach – Material changes in the work approach due to circumstances outside the control of the engagement team (some examples include: Client team members not available as planned, delays in City tasks or responsibilities, equipment not available as planned.) Change in Schedule – Material changes in the schedule due to circumstances outside the control of the engagement team Professional Fee Schedule Catapult will provide the services defined in this SOW on a time and materials basis in accordance with the table below. The hours and costs shown below are an estimate only and should not be considered a fixed cost: Item Description Quantity Unit Cost Total Cost DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 13 of 17 Time and Materials Consulting Services 120 175.00 $21,000 Contingency 24 175.00 $4,200 Microsoft Advanced Workload PIE Investment (per Microsoft PO pending) $9,000 TOTAL 136 175.00 $16,200 Catapult will submit invoices according to the terms defined in the current Professional Services Agreement in effect between Catapult and City. These rates and prices are quoted for net 30 payment terms, unless otherwise defined in the PSA. Catapult resources will be engaged on a full-time basis or per the agreed upon project schedule, and work will be completed on consecutive business / working days for the duration of this engagement. Catapult will schedule necessary resources and personnel upon receiving acceptance of this SOW and when the following prerequisites have been met (if applicable): Hardware is in place Systems are configured Access has been granted Software has been purchased Upon schedule acceptance, delays due to City resulting in Catapult resources not being utilized as agreed upon may be invoiced as if resources were utilized in a full-time capacity, unless an otherwise mutual agreement is reached between Catapult and City. If, by mutual agreement between City and Catapult, this engagement requires travel by any Catapult employee, Catapult will submit the expenses (and applicable receipts) on an invoice payable by City as follows: Auto mileage: Current standard IRS reimbursement rates apply Airfare: Actual cost Hotel: Actual cost Car Rental: Actual cost Tolls: Actual Cost Meals: Actual Cost Parking: Actual Cost Catapult will charge up to eight hours of travel time per trip Microsoft Funding Microsoft may run promotions to offer partner funding to cover eligible deployment, adoption or other activities. Please note the following terms and conditions required of all Microsoft funding programs. DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 14 of 17 1. Microsoft policy requires that a Purchase Order be issued by Microsoft to the partner for the funding amount prior to the commencement of any work on the applicable project and has the right to reject any invoices if work started prior to receipt of the Purchase Order. If the City chooses to begin work prior to Catapult obtaining the Purchase Order from Microsoft, the City will be responsible for payment of services provided by Catapult at the T&M rates shown above. In addition, the City accepts the risk of nonpayment from Microsoft and will pay Catapult the balance if Microsoft does not provide funding 2. If City chooses to wait for the Microsoft Purchase Order, Catapult will apply the secured funding as a credit to City for this SOW. 3. Once the project is complete, Catapult is responsible for submitting the funding invoice to Microsoft. 4. All funding programs have specific requirements, including proof of execution (POE), to obtain funding after a purchase order has been issued. POE is determined by Microsoft and is subject to change at any time. City agrees to complete and sign a Proof of Execution (POE) document within the allocated timeframe. If City does not meet these requirements by the expiration date of the purchase order, City will be responsible for compensating Catapult for all services performed and any difference in funding towards this SOW will be paid by City. 5. Once the POE is completed and approved by Microsoft, the Microsoft funds will be applied as a credit to the City for this SOW. If funding is not received or invoice is rejected, City agrees to pay for the Microsoft funded amount. 6. PROGRAM SPECIFIC TERMS: Microsoft 365 Everywhere POC – 7-day pre-sales engagement (per M365 Everywhere Advanced Workloads POC) to showcase the value of Microsoft 365 E3 security capabilities across Windows 10 Enterprise. Terms and Conditions This SOW is subject to the terms and conditions of the Professional Services Agreement (PSA) between Catapult and [Client Name] in effect at the time of signature for this SOW. Any exceptions to the PSA are noted in this SOW and are not to be construed as permanent modifications to the PSA (i.e. they apply only to this SOW) Capitalized terms not defined in this SOW shall have the meaning ascribed to them in the PSA To the extent that there is any conflict between this SOW and the PSA, this SOW shall prevail The term of this SOW is effective upon execution and continues through completion of the engagement. DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 15 of 17 Appendix A – Setting up Catapult as Partner of Record Assigning a Digital Partner of Record for Azure Follow these step-by-step instructions to add a Digital Partner of Record to your subscription: 1. Go to the Microsoft Azure portal at http://azure.microsoft.com/ 2. Click on the My Account icon on the upper middle of the screen 3. Click on Usage and Billing 4. Log into your account using your user name and password 5. Once signed in, click on Subscriptions to manage your subscriptions. Select your subscription 6. On the Summary Subscription Page, click on Partner Information on the right navigation. This is where you will attach a Partner of Record 7. Insert Catapult’s Partner ID (58153) where it says Digital Partner of Record Click Check ID to see the name of the partner. Verify it states Catapult Systems partner, and click the check box to complete assigning the Partner of Record DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 16 of 17 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 Official Purchasing Document Last updated 10/2017 SS 2020 - Professional Services Agreement Catapult Systems, LLC Page 17 of 17 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/16/2020 Watkins Insurance Group-Austin 3834 Spicewood Springs Rd, Ste. 100 Austin TX 78759 Nina Terrasas 512-452-8877 512-452-0999 Nterrasas@watkinsinsurancegroup.com Travelers Casualty & Surety 19038 CATAP-1 Travelers Indemnity Company 25658 Catapult Systems, LLC 1221 S. Mopac Expwy #350 Austin TX 78746-7626 221573912 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X ZLP 91N22231 1/1/2020 1/1/2021 2,000,000 B 1,000,000 X X BA 4P03331A 1/1/2020 1/1/2021 A X X CUP 4P02520 1/1/2020 1/1/2021 3,000,000 3,000,000 X 0 A UB 4P03331A 1/1/2020 1/1/2021 X 1,000,000 1,000,000 1,000,000 A A Business Personal Property (RC) Professional Liability ZLP 91N22231 ZPL 51N24663 1/1/2020 1/1/2020 1/1/2021 1/1/2021 Limit/Deductible Each Wrongful Act Lim Aggregate/Retention $555,000/$2500 $3,000,000 $3,000,000/25,000 Cyber Liability Policy#ZPL51N24663 effective 01/01/2020-01/01/2021 Aggregate Limit-$3,000,000/Each Wrongful Act Limit-$3,000,000/Retention-$10,000 City of Fort Collins is additional insured on the general liability and auto liability policies where required by written contract. City of Fort Collins 215 N Mason Ste 300 Fort Collins CO 80521 DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2 (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/1/2020 Watkins Insurance Group-Austin 3834 Spicewood Springs Rd, Ste. 100 Austin TX 78759 Nina Terrasas 512-452-8877 512-452-0999 Nterrasas@watkinsinsurancegroup.com Travelers Casualty & Surety 19038 CATAP-1 Travelers Indemnity Company 25658 Catapult Systems, LLC 1221 S. Mopac Expwy #350 Austin TX 78746-7626 317523126 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X ZLP 91N22231 1/1/2020 1/1/2021 2,000,000 B 1,000,000 X X BA 4P03331A 1/1/2020 1/1/2021 A X X CUP 4P02520 1/1/2020 1/1/2021 3,000,000 3,000,000 X 0 A UB 4P03331A 1/1/2020 1/1/2021 X 1,000,000 1,000,000 1,000,000 A A Business Personal Property (RC) Professional Liability ZLP 91N22231 ZPL 51N24663 1/1/2020 1/1/2020 1/1/2021 1/1/2021 Limit/Deductible Each Wrongful Act Lim Aggregate/Retention $555,000/$2500 $3,000,000 $3,000,000/25,000 Cyber Liability Policy#ZPL51N24663 effective 01/01/2020-01/01/2021 Aggregate Limit-$3,000,000/Each Wrongful Act Limit-$3,000,000/Retention-$10,000 City of Fort Collins 215 N Mason Ste 300 Fort Collins CO 80521 DocuSign Envelope ID: 0E0F84C2-53B8-43AD-82C2-1BB8254185D2