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AG 23-061 - GLOBAL DATA VAULT, LLC
RETURN TO: Terry Smith EXT: 2550 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: INFORMATION TECHNOLOGY 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. B1: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT L14 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUbIENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT ANIENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: BACKUP AND DISASTER RECOVERY SERVICE 6. NAME OF CONTRACTOR: GLOBAL DATA VAULT, LLC ADDRESS: 900 JACKSON STREET, SUITE, 220, DALLAS, TX, 75202 TELEPHONE (214)396-4472 E-MAIL: brianb@globaldatavaull.00m FAX: SIGNATURENAME: BRIAN BRIGNAC TITLE DIRECTOR OF SALES 7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETION DATE: 36 MOS. AFTER EXECUTION DATE 3- 3 t - a6 9. TOTAL COMPENSATION $ 195,731.93 (INCLUDE EXPENSES AND SALES TAX. IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES. MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES ONO IF YES, $ 17,955.43 PAID BY: ❑ CONTRACTOR A CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 502-1100-046-516-86-414 10. DOCUMENT/CONTRACT REVIEW A PROJECT MANAGER A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) IN LAW INITIAL/DATE REVIEWED INITIAL/ DATE APPROVEU TF - 2/22123 TF - 2/22/23 JRC 2/23/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: Z� Z3 COUNCIL APPROVAL DATE: 3 Zit 12. CONTRACT SIGNATURE ROUTING VS ENT TO VENDOR/CONTRACTOR DATE SENT: 31131213 DATE REC'D:4A 3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERT FIC TE. LICENSES. EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel tree to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT _ —00 / 1 40,MNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# 2/2017 _—__S1obaMata Vault___ _ — Orderform PGlobal vuItRISE COMiANY February 21, 2023 Michelle Hyde - Hyde Group City of Federal Way 33325 8th Ave S. Federal Way, WA 98003 Dear Michelle Hyde - Hyde Group, We appreciate the opportunity to protect your business. Please find your requested quote and service definitions below. We believe the quality of your data is of utmost importance, and we achieve this by managing and monitoring your backups to achieve SLA compliance and recoverability, offering Enhanced Data Protection to defeat ransomware threats, and providing Veeam-only offerings with the highest level of Veeam expertise. To learn more about Global Data Vault: Review our case studies Watch our webinars Read our bloc Please let me know if you have any questions about our services or offerings. Sincerely, 13 v'i avL Brian Brignac, Director of Sales Global Data Vault, LLC brianb@globaldatavault.com 214-396-4472 Quote ID: 14408 Page 1 of 5 Generated 02-21-2023 -1-1-1 n-,._ .7- 1. PAArAP Gk bai vauIt OLSE COMP"r I Camps" Cer+tact Emall Phone Address City, State Zip C;aastorner nanowiath f$ IS bandwidth Mb -- VuwA er of Sites veeam version Quaft date nraq — 17— Please review the details of this Order Form including site, configuration and pricing. Upon approval, Global Data Vault will schedule implementation and contact you tc schedule the initiat recovery test Contact us at 1-214-363-19M or --ates@gtobaidatavault.com. City of Federal Way Nkhelle Hyde - Hyde Group michL4]e@hydegrouponline.com 206.999.4247 33325 8th Ave S. Federal Way, WA 98003 500 (See Connectivity Note 1) 601 (See connectivity Note 1) 1(See note 8) 11 February 21, 2023 (Pricing is valid for 30 days from this date.) Service Specification by Server Group - see Terms Definitions, next page Group Tech swwks SLA T— pebwkhm License Data Center Maas Hypee-v DRaaS GDV Additional Protection Servers stor GB 100 100000 Enhanced Data Protectiom Included Nate This quote includes all Veeam licensing as weg as 2 local backup appliance's (Specs outllned above) with an implementation fee of $15,995 to cover the 2 LD%rs. In the event coFW extends services beyond year 3. GDV will look at hardware rep!aceme+t LDV cost based on current price. GDV will be responsible for monitoring, maintaining, patching and securing the LDYs on premier. If CoFW exceeds the storage quota capacity of the 2 local LDV's, a 3rd LDV will be required and a new implementation fee of $7995 wifl be charged based on current pricing and may be higher if the market cart for it. Local Repository/LDV- Dell R720, Xeon 8-Core, 2.6 Ghz, 192 GB, 12 X 12TB HDD (Protects up to 40T8) fechrdes - Enterprise Class drives - 6 Gb/s transfer rates, 1.2 million hour MiBF -1-year warranty on drives - Dell refurbished chassis - Windows Server iristaNed (requires license activation) - Rafts included - Suppier warranty (see details) Price per nronM $3,295 Ifdpiementati m fee $151%5 Term 36 months Monthly Payment Terms Invoice - net 15 Authorization comp"Y t" L. W4 l Ti � FsAAaLL_ rrtie Phom Signature Dale °' r Service Provider Global Data Vault, LLC Naane LA- TM- e - Phone 214-363-1900 support@globaldatavault.com EvnM Signature Date — ` — Global Data Vault Order Form Customer hereby orders from Global Data Vault, LLC, a Texas LLC, ("GDV"), the services described above for the Initial Term specified in this Order Form. The Initial Term shall begin and this Order Form shall be effective when executed by Customer ("Effective Date"). This Order Form is issued pursuant to and is subject to all the Terms and Conditions contained in the Master Services Agreement by and between Customer and GDV (the "Master Services Agreement'). Please click here to reviewt m nt. Capitalized terms used in this Order Form and not otherwise defined have the meanings ascribed to them in the Master Services Agreement. CUSTOMER HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS ORDER FORM. CUSTOMER AND GDV AGREE THAT THE TERMS AND CONDITIONS OF THIS ORDER FORM SUPERSEDE ANY PROVISIONS OF ANY CUSTOMER DRAFTED PURCHASE ORDER AND SUPERSEDE ALL PROPOSALS, WRITTEN OR ORAL, AS WELL AS OTHER COMMUNICATIONS BETWEEN CUSTOMER AND GDV RELATING TO THIS ORDER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS ORDER AND THE MASTER SERVICES AGREEMENT, THIS ORDER SHALL TAKE PRECEDENCE. Prices alFC:ady reflect discounts and may not be combined with any other promotion, discount, coupon and/or offer. Quote ID: 14408 Page 3 of 5 Generated 02-21-2023 Global Data Vault Order Form Terms Definitions SERVICE TYPE DEFINITIONS DEVICE RESPONSIBILITY JOB RESPONSIBILITY Local Local Backup Backup Remote Repository Repository SERVICE DESCRIPTION Job Copy Job Copy Job Device Support NOTES DRaaS DRaaS GOV GDV GDV Customer Supplier 7, 10, 11 STD-VPN DRaaS+VPN GDV GDV GDV Customer Supplier 6, 7,13 BACKUP BaaS BACKUP ONLY Customer Customer GDV Customer Customer 2, 3, 7,10, 11 REPLBU REPLICATION and BACKUP GDV GDV GDV Customer Supplier 4, 5, 7, 12 0365BU Office 365 BACKUP Cust/GDV NA NA NA NA SYSTEM REQUIREMENTS / COMPATIBLE ENVIRONMENTS Virtual VMware: vSphere 6.x, vSphere 7.x All supported OS's and file systems Hyper-V: Windows Server 2012 R2 or later All supported OS's and file systems Physical Windows Server or Workstation (client) Det3iied notes Linux kernel 2.6.32 or later Detailed notes Storage Sufficient, separate, local Backup Copy job storage GDV can facilitate acquiring storage SaaS Microsoft Office 365 100 accounts or more Public Cloud Amazon Web Services EC2 instances and S3 object storage Connectivity 2.5Mb available bandwidth per protected Terabyte, subject to change rate and line quality variances. IT Effort GDV provides a managed service. Technical resource from the customer side is required as well. Implementation starts with a site audit to review protection and configuration best practices. GDV provides recommended steps to optimize the environment. GDV7s technical team works through implementation with the customer7s IT team to seeing successful protection within the specified SLA. SLA Level Definition h = hours bh = business hours STANDARD Retention Policy Definition STD License Definitions GDV Global Data Vault is providing the Backup and Replication software license. CUSTOMER Customer is providing the Backup and Replication software license. Data Center Locations Storage Specification Storage GB The amount of storage consumed in the primary environment in Gigabytes. List price per month Connectivity Note 1 Comm required (3Mb/1TB) Comm available cust site Comm included at data center Note 1 $4,400 Discount from list 25.1% 300Mb W A R N I N G- comms req > 50% of available 500Mb 601Mb Customer is responsible to provide outbound bandwidth specified as Customer bandwidth. Remote protection may struggle for some machines while bandwidth is insufficient. GDV is responsible to provide bandwidth as shown above in Communication Notes: Comm Included at data center. If multiple sites are included in this quote, bandwidth is the aggregate amount for all sites. Quote ID: 14408 Page 4 of 5 Generated 02-21-2023 Global Data Vault Order Form Service Type Notes Note 2 Customer will perform local backups and is responsible for local SLA. If locals BU's fail, then server will be set to not monitored and customer will be informed. Until resolved, Remote SLA cannot generally be met. Note 3 BaaS may upgrade to DRaaS if a DR capability is required. Contact sales. Note 4 Veeam Replication and Backup - replication available for VMware only. Note 5 Replication environment is provisioned for 16GB RAM per protected server, unless otherwise specified. Note 6 VPN based appliance (no capital) service does not use Veeam Cloud Connect. Customer supplies VPN Appliance. Note 7 Customer is responsible for the primary Local Area Network / internal network. GDV will report issues but may not be able to diagnose or repair. Customer may provide local repository (LDV). Note 8 Multi -site implementations may require longer implementation cycles. Note 9 Significant architecture changes may require reimplementation. Note 10 Implementation requirements: Windows 2019 with all updates applied, RAID 5, 250GB 05 partition, ReFS data partion with 64K blocks, antivirus, Veeam Community Edition, and Backup jobs, Backup Copy jobs, and Protection Groups for physicals, all with encryption. Note 11 DRaaS includes cloud -based disaster recovery and DR testing; BaaS only includes cloud backup storage. Note 12 Veeam replication supports a maximum of 20 restore points and should be combined with backup. Note 13 Service requires a customer -provided firewall or VPN appliance to be in a GDV data center. BILLING POLICIES GDV's fees for the Services (including implementation fees, and monthly service fees) are set forth in your agreement or each ORDER FORM. All prices are in United States dollars and do not include sales, value-added or import taxes, customs duties or similar taxes that may be assessed by some jurisdictions. Amounts due are payable 20 days from invoice date. Late fees may apply for amounts not paid within 30 days of receipt of invoice. Should your requirements grow beyond what was set out in your agreement or each ORDER FORM, additional fees may apply. Such fees for additional storage will remain at the same per gigabyte rate as in your agreement or ORDER FORM. The monthly fee will be invoiced each month, beginning upon acceptance of this agreement. Global Data Vault (GDV) sends your invoice or charges your credit card or debits your account on the 20th of each month for that month's services. Quote ID: 14408 Page 5 of 5 Generated 02-21-2023 GLOBAL DATA VAULT MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this "Agreement"), consisting of the terms and conditions set forth below and the attached schedules (including Schedule A) and each Global Data Vault Order Form (each a "GDV ORDER FORM"), each of which is incorporated into and made a part hereof by this reference, is entered into by and between GLOBAL DATA VAULT, LLC, a Texas limited liability company ("GDV"), having its principal place of business at 900 Jackson Street, Ste 220, Dallas, Texas 75202, USA, and the customer ("Customer") identified in the initial GDV ORDER FORM attached hereto on the effective date as set forth therein (the "Effective Date I . TERMS AND CONDITIONS 1. SERVICES. Subject to the terms and conditions in this Agreement, during the Term (as defined in Section 10.1), GDV agrees to provide the Global Data Vault ("GDV") services ordered by Customer and described on the GDV ORDER FORM attached hereto or on any additional GDV ORDER FORM (collectively, the "Services"). 2. GDV NETWORK 2.1 NETWORK AVAILABILITY AND OPERATIONS. GDV provides, maintains, and operates a network of proprietary disaster recovery servers that is available twenty-four hours per day, seven days per week, 365 days per year (the "GDV Network") and all software, peripherals and connectivity, as necessary to perform the Services. GDV operates the GDV Network and all infrastructure within network operating centers that are staffed twenty-four hours per day, seven days per week, 365 days per year. GDV has and will retain sole control over the operation, provision, maintenance, and management of the GDV Network and the Services. 2.2 NETWORK SECURITY. GDV shall keep in place network security reasonably necessary to monitor and protect against unauthorized access to Customer Data (as defined in Section 5.1.1). 2.3 ADDITIONAL SERVICES. GDV shall provide Customer with such installation, support, training or other additional services as may be specified in any GDV ORDER FORM or as may be requested by Customer from time to time during the Term and set forth in a separate schedule or addendum agreed to and executed by both parties. 2.4 SUBCONTRACTORS. GDV may from time to time in its discretion engage third parties to perform the Services. 3. CUSTOMER RESPONSIBILITIES. 3.1 CUSTOMER SYSTEMS AND NETWORK(S). Other than during the outages for which GDV is protecting, Customer shall, during the Term, be solely responsible for operating, managing, and maintaining Customer's information technology infrastructure, the availability of its network(s), the connectivity of its network(s) to the Internet, and all Customer Data, IP addresses, databases, applications, and other resources as necessary (collectively the "Customer Systems"). 3.2 ASSIST GDV. Customer shall assist GDV as follows: 3.2.1 Assist in conversion to virtual machines of the servers and workstations, including without limitation, by providing reasonable access to Customer Systems and Customer Data to GDV technical staff; 3.2.2 Assist GDV in testing a disaster scenario once each calendar quarter; 3.2.3 Obtain proper authority and/or licensing from Customer's software vendors to allow proper and legal operation of all required software applications from a GDV data center during any test or real disaster; 3.2.4 Assist GDV in any "failback" after any actual disaster has passed and the original environment is again operational, which includes, without limitation, the transferring of any changes made on the remote environment back to the original servers using a backup/restore process; and 3.2.5 Provide all other cooperation and assistance as GDV may reasonably request to enable GDV to exercise its rights and perform its obligations under and in connection with this Agreement. GDV Master Services Agreement — version 190423 Page 1 of 9 4837-8495-8345v.3 3.3 EQUIPMENT. GDV may ship computers or other equipment to Customer. Customer shall inspect packaging and notify the carrier of any visible damage before accepting any package from GDV. If a visibly damaged package from GDV arrives at Customer's site and Customer does not notify the carrier about the damage, Customer shall accept responsibility for any damage to such equipment. Customer shall securely package, insure, and ship back to GDV any GDV supplied devices as may be requested by GDV from time to time. Customer will bear the cost of shipping, packaging and insurance for transit to GDV. Certain equipment belonging to GDV may be consigned to Customer for the duration of this Agreement (the "GDV Equipment"). Customer agrees to provide adequate physical security for all GDV Equipment and operate the GDV Equipment only in an environment meeting the manufacturer's recommended environmental conditions. Customer further agrees that Customer bears risk of loss until the GDV Equipment is returned in working condition to GDV. Upon termination of this Agreement, Customer shall return all GDV Equipment to GDV, at Customer's sole expense, within 30 days of such termination. All GDV Equipment must be returned in good working condition. Failure to return any GDV Equipment within 30 days of termination of this Agreement will constitute a purchase of such GDV Equipment and Customer shall pay GDV for such GDV Equipment at GDV's then current price. 3.4 EFFECT OF CUSTOMER FAILURE OR DELAY. GDV is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 4. SOFTWARE; RESTRICTIONS. 4.1 ACCESS AND USE. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement and the restrictions set forth in this Section 4, GDV hereby grants to Customer, in connection with the provision of the Services, (i) a limited, nontransferable and nonexclusive right to access and use the GDV software (the "Software"), in object code form only and solely for the purpose intended in accordance with any documentation related to the Software (the "Documentation"); and (ii) a limited, nontransferable and nonexclusive license to use any such Documentation solely for Customer's internal business purposes in connection with its use and access of the Software and any Services. For the purposes of this Agreement, the Services, Software, Documentation, any GDV Equipment, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, that are provided or used by GDV or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or GDV Equipment are collectively referred to herein as the "GDV Materials." 4.2 USE RESTRICTIONS. Customer shall not, and shall not permit any other affiliate of Customer, or any third party to, access or use the GDV Materials except as expressly permitted by this Agreement and, in the case of any materials and information, in any form or medium, including any software, documents, data, content, specifications, products equipment, or components of or relating to the Services that are not provided by GDV ("Third Party Materials"), the third - party license agreement applicable to such Third Party Materials. For purposes of clarity, without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: 4.2.1 rent, lease, lend, sell, license or sublicense, assign, transfer, distribute, publish, or otherwise make available or provide access to the GDV Materials to any third party; 4.2.2 decode, decompile, disassemble, reverse engineer, or otherwise attempt to derive or gain access to the source code of the Software; 4.2.3 alter, duplicate, or create any derivative works or improvements of any aspect of the Software or Documentation; 4.2.4 bypass or breach any security device or protection used by the GDV Materials; 4.2.5 input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful, injurious, or contain, transmit, or activate any harmful code; 4.2.6 damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the GDV Materials, or GDV's provision of services to any third party, in whole or in part; GDV Master Services Agreement —version 190423 Page 2 of 9 4837-8495-8345v.3 4.2.7 remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any GDV Materials, including any copy thereof; 4.2.8 access or use the GDV Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any third party, or that violates any applicable law; or 4.2.9 otherwise access or use the GDV Materials beyond the scope of the authorization granted under this Agreement. 4.3 CUSTOMER ACKNOWLEDGEMENTS. Customer acknowledges that the Software or other GDV Materials may contain certain third party software elements, including without limitation software relating to the backup functions. 4.4 CORRECTIVE ACTION AND NOTICE. If Customer becomes aware of any actual or threatened activity prohibited by Section Customer shall, and shall cause any affiliates of Customer to, immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify GDV of any such actual or threatened activity. 5. INTELLECTUAL PROPERTY RIGHTS. 5.1 CUSTOMER DATA; LIMITED LICENSE TO USE. 5.1.1 CUSTOMER DATA. For the purposes of this Agreement, "Customer Data" means information, data, and other content, in anyform or medium, that is collected, downloaded, orotherwise received, directly or indirectly from Customer or an affiliate of Customer by or through the Services or Software. As between Customer and GDV, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data and this Agreement does not transfer or convey to GDV or any third party any right, title, or interest in or to the Customer Data or any associated intellectual property rights. GDV acknowledges that the Customer Data constitutes proprietary information and/or trade secrets of Customer or its providers and that the Customer Data is or may be protected by U.S. copyright, trade secret, and similar laws and certain international treaty provisions. 5.1.2 CONSENT TO USE CUSTOMER DATA. Notwithstanding Section 5.1.1, Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to GDV, its subcontractors, and its employees and personnel to enforce this Agreement and exercise their rights and perform their obligations hereunder. 5.2 GDV MATERIALS. As between Customer and GDV, GDV or its licensors shall own all right, title and interest in and to the GDV Materials. Customer acknowledges that the GDV Materials constitute proprietary information and trade secrets which are the sole and exclusive property of GDV or its licensors and that the GDV Materials are protected by U.S. copyright, trade secret, and similar laws and certain international treaty provisions. This Agreement does not transfer or convey to Customer or any third party any right, title, or interest in or to the GDV Materials or any associated intellectual property rights. 6. PUBLICITY; TRADEMARKS. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or , unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that GDV may, without Customer's consent, include Customer's name and other indicia in its lists of GDV's current or former customers of GDV in promotional and marketing materials. FEES; PRICING AND PAYMENT TERMS. 7.1 FEES. Customer shall pay GDV the fees for the Services as set forth in the attached GDV ORDER FORM (including implementation fees and monthly service fees) in accordance with this Section 7. GDV Master Services Agreement —version 190423 Page 3 of 9 4837-8495-8345v.3 7.2 TAXES. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, all taxes, duties, fees, and other governmental charges of any kind (including sales and use taxes, but excluding taxes based on the gross revenues or net income of GDV) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any of the Services provided by GDV under this Agreement shall be borne by Customer and shall not be considered a part of, a deduction from, or an offset against such fees or amounts payable. 7.3 PAYMENT TERMS. All prices are in United States dollars. The monthly fee will be invoiced each month, beginning upon acceptance of this Agreement. Customer shall pay all fees and amounts due hereunder within 20 days from invoice date. Customer shall make payments to the address or account specified in the GDV ORDER FORM or such other address or account as GDV may specify in writing from time to time. 7.4 LATE PAYMENT AND ADDITIONAL FEES. 7.4.1 LATE PAYMENT. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Customer agrees to pay a late charge of one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is less, for all amounts not paid within thirty (30) days of receipt of invoice. 7.4.2 FAILOVER FEE. A failover fee equal to the monthly fee will be invoiced for any actual failover event in excess of two (2) Failover Events per year. For the purposes of this Agreement, a "Failover Event" is defined as any period of more than eight (8) hours during which Customer operates all or substantially all of the Customer Systems that are the subject of this Agreement from the disaster recovery environment. 7.5 FEE INCREASES. GDV may increase its fees after the Initial Term by providing written notice to Customer at least sixty (60) days prior to the commencement of any Renewal Term. 7.6 DATA STORAGE. Data storage exceeding the amount shown in the GDV ORDER FORM, whether caused by new or additional data or longer retention, or excessive data change, may result in additional fees. Fees for additional storage will remain at the same per gigabyte rate as in the GDV ORDER FORM. Fees for excess data storage will be invoiced on a monthly basis. 7.7 SERVICE USAGE. GDV reserves the right to review Customer's account to determine if usage significantly exceeds normal standards for typical customers. GDV assesses usage based on comparisons to the storage and communication levels of other customers. If GDV determines that Customer's usage significantly exceeds normal levels, GDV will notify Customer and provide Customer with the opportunity and assistance to return to normal usage. If Customer does not return to normal usage within sixty (60) days of such notice, GDV may charge applicable rates or implement limitations to the Services. Customer acknowledges that excessive usage of the Services may result in service degradation for Customer and other customers of GDV and agrees that (a) GDV has no obligation to permit Customer to exceed normal usage standards and (b) Customer is not entitled to any service credits for periods during which Customer's usage significantly exceeds normal standards for typical customers. 8. REPRESENTATIONS AND WARRANTIES. 8.1 GDV'S REPRESENTATIONS AND WARRANTIES. GDV represents and warrants to Customer as follows: 8.1.1 GDV has the right to enter into this Agreement and to perform its obligations hereunder, 8.1.2 GDV and its licensors own or possess the necessary rights, title, and licenses in and to the GDV Materials necessary to perform the Services hereunder. 8.1.3 GDV has obtained any and all consents, approvals, and other authorizations necessary for the performance of its obligations hereunder. 8.1.4 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.1, ALL SERVICES AND GDV MATERIALS ARE PROVIDED "AS IS." GDV SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT GDV Master Services Agreement — version 190423 Page 4 of 9 4837-8495-8345v.3 LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. [WITHOUT LIMITING THE FOREGOING, GDV MAKES NO WARANTY OF ANY KIND THAT THE SERVICES OR GDV MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.] ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESETNATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTEMR AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS. 8.2 CUSTOMER'S REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to GDV as follows: 8.2.1 Customer has the right to enter into this Agreement and to perform its obligations hereunder. 8.2.2 Customer owns and shall own all right, title, and interest in the Customer Data, or possesses or shall possess all legally valid rights in the Customer Data necessary for the uses of the Customer Data contemplated by this Agreement. Customer will not transmit or route to the GDV Network or otherwise direct via the Services any Customer Data that (a) violates the property rights of others, including without limitation, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion, (b) violates the privacy or other rights of any third party, or (c) contains any libelous, or defamatory material. 9. CONFIDENTIAL INFORMATION. From time to time during the Term, either party ("Disclosing Party") may disclose or make available to the other party ("Receiving Party") information about its business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Without limiting the foregoing, all GDV Materials and the terms and existence of this Agreement are the Confidential Information of GDV. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non -confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. 10. TERM AND TERMINATION. 10.1 TERM; INITIAL TERM; RENEWALS. This Agreement shall become effective as of the Effective Date and remain in full force and effect for the initial term specified in the GDV ORDER FORM (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for one or more additional terms of one (1) year (each, a "Rel}ewal Term") unless and until either party notifies the other party of its intent to terminate at least (60) days prior to the expiration of the Initial Term or a Renewal Term. The Initial Term, together with any and all Renewal Terms, is sometimes collectively referred to as the "Term." 10.2 TERMINATION UPON DEFAULT. Either party may terminate this Agreement in the event that the other party materially defaults in performing any obligation under this Agreement and such default continues unremedied for a period of sixty (60) days following written notice of default; provided, however, that in the event this Agreement is terminated by Customer due to GDV's breach and failure to cure, Customer's sole remedy shall be its election to terminate the Agreement without further liability to either party (except for Customer's obligation to pay all accrued and unpaid fees outstanding at the date of termination). GDV Master Services Agreement — version 190423 Page 5 of 9 4837-8495-8345v.3 10.3 INSOLVENCY. This Agreement shall terminate, effective upon delivery of written notice by a party: (i) upon insolvency, receivership or bankruptcy proceedings commencing or any other proceedings for the settlement of debts of the other party; or (ii) upon the making of an assignment for the benefit of creditors by the other party. 10.4 EFFECT OF TERMINATION. The provisions of Sections 3.1., 3.3" 4 5 J 8 9 11, 12, 13. 14.3-14.$, and 14.11- 14.1E shall survive termination of this Agreement. All other rights and obligations of the parties shall cease upon termination of this Agreement. The term of any license granted hereunder shall expire upon expiration or termination of this Agreement. 11. DISPUTE RESOLUTION. In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding. 12. INDEMNIFICATION. 12.1 MUTUAL INDEMNIFICATION. Each party shall indemnify and hold the other, its assignees, agents, officers, and employees harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") to real or tangible personal property and/or bodily injury to persons, including death, resulting from its or its employees or agents negligence or willful misconduct. 12.2 GDV INDEMNIFICATION OBLIGATIONS. 12.2.1 GDV shall defend, indemnify and hold harmless Customer from and against any and all Losses, incurred by Customer resulting from any third party claim, suit, proceeding, or assertion ("Third Party Claim") against Customer based upon a claim that any of the Software, other than any Third Party Materials delivered with or included in the Software, infringes any valid patent, copyright, trade secret, or other intellectual property right under the laws of the United States, provided that: (i) Customer promptly notifies GDV, in writing, of the claim or threat of the claim; (ii) at GDV's reasonable request and expense, Customer provides GDV with reasonable assistance for the defense of the claim; and (iii) GDV has sole control of the defense of any claim and all negotiations for settlement or compromise. 12.2.2 If a claim of infringement under this Section 12.2 occurs, or if GDV determines that a claim is likely to occur, GDV will have the right, in its sole discretion, to either: (i) procure for Customer the right or license to continue to use the Software free of the infringement claim; or (ii) replace or modify the Software to make it non - infringing provided that the replacement software substantially conforms to GDV's then -current specification for the Software. If these remedies are not reasonably available to GDV, GDV may, at its option, terminate this Agreement and return any fees paid by Customer in advance. 12.2.3 Notwithstanding the provisions of this Section 12.2. GDV has no obligation with respect to any claim of infringement that is based upon or arises out of: (i) any modification to the Software if the modification was not made by GDV; or (ii) the use or combination of the Software with any hardware, software, products, data or other materials not specified or provided by GDV; (iii) Customer's use of the Software other than in accordance with the Documentation or GDV's written directions or policies; (iv) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of GDV, or (v) any Customer Data;. 12.2.4 THE PROVISIONS OF THIS SECTION 12.2 STATE THE SOLE AND EXCLUSIVE OBLIGATIONS AND LIMITATION OF LIABILITY OF GDV FOR ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND ARE IN LIEU OF ANY WARRANTIES OF NON -INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED. 12.3 CUSTOMER INDEMNIFICATION OBLIGATIONS. Customer shall indemnify, hold harmless, and, at GDV's option, defend GDV and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "GDV Indemnitee") from and against any Losses resulting from any Third -Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third -Party Claims based on Customer's or any of Customer's affiliates (i) use of the Services in a manner not authorized by this Agreement; or (ii) modifications to the Services not made by GDV, provided that Customer may not settle any Third -Party Claim against any GDV Indemnitee unless such GDV Indemnitee GDV Master Services Agreement— version 190423 Page 6 of 9 4837-8495-8345v.3 consents to such settlement, and further provided that the GDV Indemnitee will have the right, at its option, to defend itself against any such Third -Party Claim or to participate in the defense thereof by counsel of its own choice. 13. LIMITATION OF LIABILITY AND DAMAGES. 13.1 GDV'S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER TO GDV UNDER THIS AGREEMENT DURING THE PRECEDING SIX (6) MONTHS. 13.2 LIMITATION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILLAPPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. PARTIES ACKNOWLEDGE THAT QUARTERLY TESTING IS ESSENTIAL BECAUSE CHANGES OCCUR IN CUSTOMER IT ENVIRONMENTS AND THESE MAY IMPACT DISASTER RECOVERY. IN THE EVENT THAT CUSTOMER DECLINES TO PARTICIPATE IN REGULAR QUARTERLY TESTING, THE CUSTOMER ASSUMES ALL RISK THAT AN ACTUAL DISASTER RECOVERY MAY NOT WORK AS EXPECTED. 14. MISCELLANEOUS. 14.1 INDEPENDENT CONTRACTOR. The relationship of GDV and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co - owners or otherwise as participants in a joint undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. 14.2 NOTICES. Any notice required or permitted hereunder shall be in writing and shall be delivered as follows (with notice deemed given as indicated): by personal delivery when delivered personally by certified or registered mail, return receipt requested to the address listed in the first paragraph of this Agreement. All notices must be sent to the person who authorized the respective GDV ORDER FORM. Either party may change its contact person for notices and/or address for notice by means of notice to the other party given in accordance with this Section 14.2. 14.3 ASSIGNMENT. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of GDV. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. 14.4 THIRD PARTY BENEFICIARIES. Except as expressly set forth in Sec(jon 12 of this Agreement, this Agreement is solely for benefit of the parties and their successors and permitted assigns. 14.5 GOVERNING LAW; JURISDICTION. This Agreement is governed by and shall be construed in accordance with the laws of the State of Texas without regard to or application of choice -of -law rules or principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts in each case located in Dallas County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. 14.6 ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement and any Schedules and any GDV ORDER FORMS attached hereto shall constitute the entire agreement between GDV and Customer with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby, including without limitation any non -disclosure agreement previously executed between the parties. This Agreement may be changed or modified only by written agreement signed by both GDV and Customer. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. Gov Master Services Agreement— version 190423 Page 7 of 9 4837-8495-8345v.3 14.7 SEVERABILITY. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14.8 NON -DISCLOSURE OF AGREEMENT TERMS. Customer shall not disclose to any third parties, other than its agents and representatives on a need -to -know basis, the terms of this Agreement or any Schedule or GDV ORDER FORMS hereto without the prior written consent of GDV, except that Customer shall be entitled to disclose such terms to the extent required by law. 14.9 FORCE MAJEURE. If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitation, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a "Farce maieure event") the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that Customer will not be excused from the payment of any sums of money owed by Customer to GDV; and provided further, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate this Agreement. 14.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which shall constitute one and the same Agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect of an original signed copy of this Agreement. 14.11 CONSTRUCTION. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof. 14.12 REMEDIES. The rights and remedies of GDV set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity. Each of the parties, by its duty authorized representative, has entered into this Agreement as of the Effective Date as of date set forth in each GLOBAL DATA VAULT (GDV) ORDER FORM. GDV Master Services Agreement — version 190423 Page 8 of 9 4837-8495-8345v.3 SCHEDULE A -SERVICE LEVEL AGREEMENT 1. INTRODUCTION This Service Level Agreement ("SLA") forms part of the GDV Master Services Agreement ("MSA") and is subject to the terms thereof. The scope of this SLA is the delivery of Services under any GDV ORDER FORM in which the server platform and hosting thereof is managed by GDV. Capitalized terms used and not defined in this Schedule A shall have the meanings given them in the MSA. The words and expressions set forth below shall have the following meanings: "CUSTOMER" —the customer of GDV as defined in the GDV Order Form. "Queries" - All reports of software or service faults, queries, requests for service or any other enquiries from the CUSTOMER and CUSTOMER End Users in relation to the Software and its operation. "Business Day" - Any day within the year, excluding weekends (Saturday, Sunday) and public holidays. "Business Hours"—8:OOa.m. to 6:OOp.m. U. S. Central Time on a Business Day. "GDV Services" - The services for backup and failover of physical and virtual servers. "Software" — All software supplied and used by GDV in delivery of GDV Services. 2. SERVICE LEVEL PROVISIONS 2.1 Service Level Targets The GDV Service will be deemed unavailable if it cannot be reached from a functioning and properly secured Internet connection. The GDV Service shall not be deemed unavailable (without limitation) in the event of any of the following: 2.1.1 Periods of scheduled maintenance of which the CUSTOMER has been notified. 2.1.2 Failure of the CUSTOMER connection to the GDV Hosting Center Infrastructure (e.g. via the public internet or CUSTOMER's own network); 2.1.3 Malfunction of CUSTOMER's own computing systems upon which the software agent is installed (including hardware, operating system or local software), including non -availability due to configuration issues, including non -availability due to customer's inability to provide all login credentials; 2.1.4 Malfunction of the Software (GDV commits to resolve issues as outlined in section 4); 2.1.5 Malfunction of service due either to incorrect installation or configuration of the Software. 2.2 Service Level Credits If GDV fails to achieve the Service Level Targets specified in the GDV Order Form, and ifthe CUSTOMER requests GDV to do so within twenty (20) Business Days after the target is not met, GDV will issue to the CUSTOMER service credits ("Service Credits") against future periods of Service for GDV as detailed in the table below. The monthly recurring charges ("MRCs") used to calculate the Service Credits will be the total MRCs relating to the affected GDV Service. Any Service Credits under this SLA will appear automatically in the CUSTOMER's invoices. Credll Service Service Level incident %of MRC Failure to boot any server operating system from failover image within the 50 Server As specified in Local RTO time specified on Failover (to the GDV the GDV Order Form local appliance) Order Form Failure to boot any server operating system from 100 failover image within SLA time Failure to boot any server operating system from failover image within the 50 Server As specified in Remote RTO time specified Failover to the GDV on the GDV Order Form GDV Order Form Failure to boot any server operating system from 100 failover image within SLA time 3. SUPPORT All service requests are to be sent via email to GDV at support@globaIdatavauIt.com, or by telephone on 214-363-1900 x 2. GDV commits to answering all telephone support calls within 60 minutes, and an engineer working on a resolution within 60 minutes of a call being logged. 4 SOFTWARE BUG FIXES In the event that a CUSTOMER identifies, or suspects, a bug or non- conformance in the Software, this is to be reported to GDV by email. GDV will work with the CUSTOMER to confirm that non availability of the Service is due to a bug or non-conformance. GDV will use all best endeavors to rectify any bug or non-conformance of the Software and provide an upgrade/patched version of the Software within a reasonable time period. In the event that the existence of a bug within the Software is confirmed then GDV will notify the CUSTOMER's technical contacts by e-mail within 48 hours stating the nature of the bug, or non-conformance, platforms affected, any actions which should be taken by the CUSTOMER, and estimated time to rectify the bug or non-conformance. 5. PROVISION OF SERVICES GDV's obligations, in terms ofthe MSA and this Schedule A, to resolve queries, shall be performed remotely via the Internet. Any failure in locally provisioned equipment will be resolved by next business day parts replacement via onsite technical personnel, except in the case of hot swappable disk drives which will be shipped for next day replacement but will not include dispatching of personnel. CUSTOMER will receive remote telephone assistance from GDV should it become necessary to replace any hot swap drives. GDV Master Services Agreement — version 190423 4837-8495-8345v.3 Page 9of9 -- - Washington -Mate Department of -Revenue < Business Lookup License Information: Entity name: GLOBAL DATA VAULT, LLC Business GLOBAL DATA VAULT, LLC name: Entity type: Limited Liability Company UBI #: 605-122-529 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: 900 JAC KSO N ST STE 220 DALLAS TX 75202-4417 9600 BLACKWELL RD STE 400 ROCKVILLE MD 20850-3780 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements New search Back to results Endorsements held i License # Count Details Federal Way General Business - Non -Resident Status Expiratioi First issua Active Feb-29-2( Mar-07-2 Governing People May include governing people not registered with Secretary of State Governing people Title DATAPRISE HOLDINGS, LLC Member The Business Lookup information is updated nightly. Search date and time: 3/9/2023 1:16:59 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported COUNCIL MEETING DATE: March 7, 2022 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: BACKUP AND DISASTER RECOVERY SERVICE T ITEM #: POLICY QUESTION: Should the City enter into a Master Services Agreement for Backup and Disaster Recovery Service with Global Data Vault, LLC? COMMITTEE: FEDRAC MEETING DATE: 2/28/2023 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner DEPT: Information Technology Attachments: 1. Staff Report 2. Service quotes from Global Data Vault, LLC 3. Global Data Vault Master Services Agreement Options Considered: 1. Approve the proposed Master Services Agreement for Backup and Disaster Recovery Service with Global Data Vault, LLC. 2. Do not approve proposed Master Services Agreement and provide direction to staff. MAYOR'S RECOMMEND, IQjN: QptlCfl7 I . MAYOR APPROVAL: DIRECTOR APPROVAL: Hill COMMITTEE RECOMMENDATION: "I move to.forward the proposed Master Services Agreement for Backup and Disaster Recovery Service to the March 7, 2023 consent agenda, for approval. " 0. 111mittee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move to approve the proposed Master Services Agreement for Backup and Disaster Recovery Service with Global Data Vault, LLC and authorize the Mayor to sign. " (BELOW TO BE COMPLETED BI'CITI'CLERK'S OFFICE) C WNC'IL ACTION: APPROVED 07 11-s COUNCIL BILL # ❑ DENIED First reading ❑ TABLED/DE RREDIN0 aC."i'IUN Enactment reading_ ❑ MOVED TO SECOND READING (ordinances onit) ORDINANCE # REVISED - 4/2019 RESOLUTION # CITY OF FEDERAL WAY MEMORANDUM DATE: February 23, 2023 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Thomas Fichtner, IT Director SUBJECT: Backup and Disaster Recovery Service Financial Impacts: The Backup and Disaster Recovery Service is not currently a budgeted item in the City Council Adopted 2023/2024 budget. The IT budget currently has $60,000 annually allocated for a "Darktrace" project which has not been started yet. It is recommended to utilize the $60,000/annual budget to pay for this service. The City will also be saving an additional approximately $8,000 from software licensing to cover the annual cost of this service. The total cost of a 3-year master services agreement with Global Data Vault for the Backup and Disaster Recovery Service with 10% contingency and current Washington State Sales and Use Tax of 10.1 % is $195,731.93. The cost breakdown will be described in the chart on the next page. Rev. 7/18 Option 1 Option 2 Option 3 1-year contract 2-year contract 3-year contract DRaaS - Per month $ 3,985.00 $ 3,625.00 $ 3,295.00 DRaaS - Per year $ 47,820.00 $ 43,500.00 $ 39,540.00 1-Time Implementation Fee $ 15,995.00 $ 15,995.00 $ 15,995.00 Microsoft 365 Add -On 450 Users - Per month $ 900.00 $ 900.00 $ 900.00 Microsoft 365 Add -On 450 Users - Per year $ 10,800.00 $ 10,800.00 $ 10,800.00 3 Year Sub -Total *With 30 months of M365 $ 186,455.00 $ 173,495.00 $ 161,615.00 10% Contingency $ 18,645.50 $ 17,349.50 $ 16,161.50 Tax $ 20,715.15 $ 19,275.29 $ 17,955.43 3 Year Grand Total $ 225,815.65 $ 210,119.79 $ 195,731.93 Savings over 1 year contract $ (15, 695.86) $ (30, 083.72) Background Information: Backup and Disaster Recovery is a crucial component in the overall security and resiliency of the City's information technology data and systems. With the increased risk of security breaches and attacks on local cities (Yarrow Point, Sammamish, Renton, Lakewood), ensuring that the City's systems could recover in the event of a security incident or disaster has never been more paramount. Reliable backup systems are also a requirement for Criminal Justice Information Systems (CJIS) and Payment Card Industry (PCI) compliance. In additi6n, the City's cyber liability insurance considers the City's backup infrastructure when determining if they will cover the City and how much the premiums will be. The Washington State Auditor's Office (SAO) also examines the City's backup infrastructure when conducting the annual audit of the City's finance system. In 2022, City Council approved $180,000 in 1-time funding for a Backup and Disaster Recovery project. This project consisted of two components; a comprehensive business impact analysis (BIA) of the City's systems, processes, and procedures followed by the purchase and implementation of a new "backup system". The City engaged the Hyde Group to perform the BIA portion of the project and their scope also included providing recommendations for a new "backup system". Part way into their analysis of the City's Rev. 7/18 systems, they quickly discovered that a "backup system" was not going to be sufficient to fit the needs of the City. Rather a "backup service" or more specifically a `Backup and Disaster Recovery Service" is what the City needs to protect the City's systems in the event of a disaster. The Hyde Group produced a set of requirements and the City went out for RFQs for this service. Several vendors were interested, however, only Global Data Vault, LLC submitted a response. Global Data Vault was vetted by the Hyde Group and meets the City's criteria. Global Data Vault, LLC is proposing their "Disaster Recovery as a Service" (or DRaaS) which provides both on -premise servers to backup to, as well as cloud storage to back up the City's data off -site and out of this region (which we learned was important in the FEMA training that the City went to in Emmitsburg). This service is in line with the industry standard 3-2-1 backup strategy which calls for; three copies of your data, on two different media types, and one off -site. In addition, this service allows the City, in the event of an emergency, to "turn on" the City's servers inside Global Data Vault's datacenter and use them if the City Hall datacenter is unavailable due to fire, earthquake, security incident, or other disaster. Global Data Vault proposed three separate options for the City to consider; a one-year, two-year, and three-year term contract. The three-year contract offers $30,083.72 in savings over the one-year contract. All three options come with the following: ■ Cloud storage up to 100TB. • Local storage of 80TB with option to add an additional 40TB. * Cloud -based disaster recovery. ■ Monitoring and support of backup jobs. • Software licensing. Global Data Vault will allow the City to add the Microsoft 365 backup plan to this service as well. This service is an additional cost, but is included in the total being proposed. The City has not implemented Microsoft 365 at this time, but will be in 2023. This contract allows for 30 months of Microsoft 365 backup. Storage for Microsoft 365 is unlimited and includes services such as Exchange, SharePoint, and OneDrive. The contingency amount was included in this to allow for the purchase of additional Microsoft 365 licenses over the next 36 months as well as an additional 40TB of local storage if needed. While the Mayor and City Council agreed that the Darktrace project is important to the overall security of the City's network; this is a higher priority, and it is my recommendation to use those previously allocated funds for this project. Both the City's security consultant and the Hyde Group recommends this as a priority for the City. As no security hardware or software is 100% foolproof. Having reliable and robust backup infrastructure is more critical to the overall security and resiliency of the City's information technology systems. Rev. 7/18 Client#: 272855 DATAPLLC DATE (MM/DD/YYYY) ACORD.. CERTIFICATE OF LIABILITY INSURANCE 2122/2023 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 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER �CONTACT Crystal L. Murzynski USI Insurance Services LLC-CL PHONE FAX (A15;. No. Ext): (, (C. Ne): 3190 Fairview Park Drive Suite 400 E-MAIL USI.CertRequest@usi.com Falls Church, VA 22042-4546 INSURER(S) AFFORDING COVERAGE NAIC # 703 698-0788 Hanover American Insurance Company 36064 INSURED Global Data Vault LLC 9600 Blackwell Road Ste 400 Rockville, MD 20850 INSURER A: INSURERS: Hanover Insurance Company 22292 INSURER C : Allmerica Financial Benefit Ins. Co. 41840 INSURER D : Travelers Casualty 8, Surety Co. of Amer 31194 INSURER E INSURER F : rnVCDAr=CC f FRTICIC ATF NI IMRFR• RFVISI()N NIIMRFR- 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 ADDLSUB INSR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICYEXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE LJ OCCUR I ZZR9618550 07/10/2022 07/10/2023 EACH OCCURRENCE $1,000,000 PREMISETO EaEocccurrrence $100 000 MED EXP (Any one person) $ 10 000 PERSONAL & ADV INJURY $1 000,000 L AGGREGATE LIMIT APPLIES PER: PRO- POLICY i7 JECT F LOC r,OTHER- GENERAL AGGREGATE $3000,000 PRODUCTS - COMP/OP AGG $ 3 000000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY AZR9608544 )7/10/2022 07/10/202 Ea�aBcclydsntSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE 1P.racre $ $ B X UMBRELLA LIAR X EXCESS LIAB OCCUR CLAIMS-MADE UHR9625668 W2R9611173 07/10/2022 07/1012023 EACH OCCURRENCE $5 00O 000 AGGREGATE $5 OOO 000 DED .X RETENTION $O $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) IF yes, describe under .DESCRIPTION OF OPERATIONS below N / A 37/10/2022 07/10/202 R OTH- nE-L. CH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 D 3rd Party Crime 107270759 35/21/2022 05/21/2023 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) (_FRTIFI('ATF HOI DFR CANCELLATION The City of Federal Way 33325 8th Ave South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/0$) 1 of 1 The ACORD name and logo are registered marks of ACORD #S39122568/M36689821 MJBZP