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HomeMy WebLinkAboutbocc.con.263.2017 7/2015 kjm �sTKIN Pitkin County CouNT4 Contract Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor/Vendor and Pitkin County Representative. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement@pitkincounty.com).Any contracts $50,000 and over will be routed for signatures to County Manager and Attorney's Office (if required)by Procurement. Contract Information Contract Number 263.2017 Project Name Performance Management Software Platform Contractor Trakstar Budget Line Item Click here to enter text. $ Additional Budget Line _ $ Item(s) $ (Please fully allocate New $ Contract Total) $ Contract Start Date 9/1/2017 Contract End Date 8/31/2018 Automatic Renewal Yes Z No❑ _ If Construction: Retainage Yes $ or % No If this is a new contractor,please request they complete and submit to Finance a New Vendor Request Form. Contact Information: Department Human Resources Project Manager Melissa Knight Project Manager (970)429-2793 Phone Provide a brief description of the contract: Performance management software licenses Contract Value Summary: Original Contract Amount $ 15,000.00 Previous Change Order/Amendment Amount(if applicable) $0.00 This Change order/Amendment amount(if applicable) $0.00 New Contract Total $ 15,000.00 Procurement Method: None ❑ Informal❑ Formal ❑ Sole Source ❑X Emergency ❑ Contract Type: Services/Maintenance © Construction ❑ Goods,Equipment, Supplies ❑ Change Order/Amendment ❑ Contract Renewal ❑ Other,please explain ❑ Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE.ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Rev 2017-07-07 btf PITKIN COUNTY SOLE SOURCE PROCUREMENT JUSTIFICATION REQUEST TO: Jon Peacock, County Manager DATE: August 2, 2017 FROM: Dannette Logan Proposed Contractor: Trakstar Product/Service: Performance Management Software Platform Estimate expenditure for the above Product/Service: $ $13,500.00 This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer, no regional distributor, standardization etc): Explain: Performance Management has been identified as an important talent management focus for the organization in terms of growing our talent, creating valuable opportunities for managers to connect with employees and to help drive our pay for performance system. We'd like to engage in a contract with TrakStar as a sole source product to manage our performance management process in order to create efficiencies, manage real-time performance feedback and house performance reviews. This system comes highly recommended from other public sector employers and is completely customizable which allows us the flexbility to meet our needs to engage our workforce. The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. Vtu&htfft. (,air& Aug-08-2017 Ikb. Runt Aug-08-2017 Dannette Logan Rich Englehart Director of Human Resources COO Approved X Denied Reason for Denial: jaw Ptatacic Aug-14-2017 Jon Peacock county Manager Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract with coversheet to clerk's office for archiving. 1 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 41)Ii1'KIN COUNT • PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES PERFORMANCE MANAGEMENT SOFTWARE PLATFORM THIS CONTRACT, made August 30, 2017 by and between the Board of County Commissioners of Pitkin County, Colorado, 123 Emma Rd., Suite #106, Basalt, CO 81621, (hereinafter called the "County") and Promantek, Inc. DBA Trakstar, 911 E Pike St., Suite 333, Seattle, WA 98122 (hereinafter called the "Contractor") to perform the following work: Performance Management Software Platform("Project"). I. Term of Contract: The term of this contract is from September 1, 2017 to August 31, 2018. At the expiration of the initial term, the contract may be extended for two (2) additional terms of one (1)year by the express written consent of both parties. II. Contractor's Obligations. Contractor shall provide online subscription service for the performance management software platform. Subscription shall include Unlimited Online Reviews, Goal Tracking Module, Multi-Rater Feedback Module, Succession Planning Module. Support to be unlimited support,Customization and Implementation, Manager and Employee Training, Manager and Employee QuickStart Guides, Video Tutorials, Knowledge Base and Trakstar Administration Webinars. Deliverables prior to go-live shall include: 1. Kickoff Calls 2. Admin Housekeeping 3. Form Design Review 4. Training Rehearsal 5. Manager Training—One (1) Recorded 6. Employee Training—One (1) Recorded 7. Go Live In the event of conflict between this Contract and any exhibits attached hereto, the terms of the Contract shall prevail. III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph II. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of 1 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 fifteen thousand dollars and zero cents ($15,000.00) for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice. Any payment by the County may be offset by any amount the Contractor owes the County for any reason. IV. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the County. However, Contractor shall have the right to utilize such documents in the course of its marketing,professional presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1)reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5)to display the work publicly. Contractor shall have right to use materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes. V. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. Melissa Knight, Talent Management Administrator will manage the project as the County's Representative. In the event that Melissa Knight is not available, Dannette Logan, Human Resources Director shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. VI. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract,with or without cause,by giving written notice to the Contractor of such termination and specifying the effective date thereof Such notice shall be given at least sixty (60) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. VII. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, 2 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state,FICA and other income taxes. VIII. Assignability. This contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. IX. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. X. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time,request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. XI. Indemnity. A. The Contractor agrees to indemnify,hold harmless and,not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project, hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, 3 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation,defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents,and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend,pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied,insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The policies shall include, or be endorsed to include, the following provision: On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent,maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of liability requirements provided that the coverage is written on a"following form" basis. 1) Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. 4 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A(Workers' Compensation) Statutory Coverage B (Employers Liability) $ 500,000 $ 500,000 $ 500,000 2) Commercial General Liability—ISO 1 CG 0001 form or equivalent. (With County named as an additional insured) Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage(Any One Fire) $ 50,000 Medical Payments (Any One Person) $ 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal/Advertising Injury • Products /Completed Operations • Liability assumed under an Insured Contract(including defense costs assumed under contract) • Independent Contractors • Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037 (2004 Edition or equivalent) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials,trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". 5 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 3) Special Coverages (check as appropriate and insert amount): a. ❑ Performance Bond $ b. ❑ Professional Errors and Omissions c. ❑ Aircraft Liability d. 0 Owner's Protective e. 0 Builder's Risk f. El Boiler and Machinery g. ❑ Loss of Use Insurance h. ❑ Pollution Liability i. ❑ Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1) Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty(30)days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be emailed directly to Procurement@pitkincounty.com. If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Project Lead a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2) In addition,these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self-insurance purchased by the County. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self-insured retentions in the above- described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3) Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 6 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 4) The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. XIII. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5k. XIV. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this contract for a period of three (3) years after final payment under the contract and the County shall have the right within the three(3)year period to inspect and audit these books,records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the contract and applicable law. XV. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. XVI. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. XVIII. Current Year Obligations.The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other 7 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year.No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. XIX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail,postage pre- paid and via e-mail (electronic delivery) to the mailing and e-mail addresses set forth below.Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. To Pitkin County: with copies to: Melissa Knight Pitkin County Attorney's Office 123 Emma Rd., Suite#106 123 Emma Rd., Suite#204 Basalt, CO 81621 Basalt, Colorado 81621 Email: Melissa.Knight@PitkinCounty.com Email: Attorney@pitkincounty.com To Contractor: Promantek, Inc. DBA Trakstar 911 E Pike St., Suite 333 Seattle, WA 98122 Phone: (206) 455-8964 Email: mpower@trakstar.com XX. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and C.R.S. §§ 24-76.5-101, et seq., as amended: A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program established under Pub. L. 104-208 or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor 8 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and(iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the State program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101,et seq., C.R.S. Contractor,if a natural person 18 years of age or older,hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24- 76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract. 9 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein above. PROMANTEK, INC. DBA TRAKSTAR (UL f f{u w R. Powu^ Aug-31-2017 Matthew R. Power Date Account Executive PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: VainLuffc. (Air& Aug-31-2017 Dannette Logan Date Director of Human Resources IF ADDITIONAL/NON-STANDARD LANGUAGE ADDED: Aug-31-2017 Richard Neiley Date Asst. County Attorney 10 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 EXHIBIT A Trakstar Terms and Conditions Customer Agreement By using the licensed Trakstar software ("Trakstar" or"Trakstar software") the Customer acknowledges receipt of this document ("Agreement") and understands its contents. Use of Trakstar shall imply that the Customer and Promantek, Inc. dba Trakstar (each a "Party" and collectively the "Parties") agree on the deliverables, fees, Customer and Promantek, Inc. dba Trakstar responsibilities and confidentiality of Customer Confidential Information, and that both parties consent to be legally bound by all terms and conditions contained in this Agreement. The initial term of this Agreement shall commence on the date of signing and shall continue to the End Date, one(1) year later. Renewal is optional. Thereafter, this Agreement may be renewed for additional successive one year terms. Customer shall notify Promantek, Inc. dba Trakstar in writing at least 60 days prior to the last day of the initial term or any Renewal Term of its intent to not renew. Either Party may notify the other party in writing at least (60) days prior to the last day of the current term of its intent not to renew. A Trakstar Customer Experience Manager will contact the customer upon Agreement Begin Date. Trakstar Implementation and all associated services, including all implementation meetings and all employee/manager training, must be completed and scheduled by the Customer and Promantek, Inc. dba Trakstar within 120 calendar days following the Agreement Begin Date. Promantek, Inc. dba Trakstar will provide a login to the Trakstar software to the Customer at the initial Implementation Kickoff meeting. Trakstar license renewal dates commence one year from the Agreement Begin Date, regardless of implementation delays from the Customer side (e.g. internal Customer delays or extended internal discussions to decide upon customization options, etc.) Payment to Promantek, Inc. dba Trakstar Payment Terms: Due at Agreement Beginning Date, US Dollars, Net 30 Days Trakstar License Count A Trakstar Software License must be purchased for every employee, manager, and contractor entered into the Trakstar database. Each individual shall be referred to as an "employee" and counted for pricing purposes regardless of whether or not they are appraised or complete a self- appraisal. If an employee or contractor leaves the Customer's organization, the license may be re-assigned. Trakstar Subscription The Trakstar subscription may be renewed at the end of each billing cycle. Customers may cancel auto-renewal on your Subscription at any time, in which case the Subscription will continue until the end of that billing cycle before terminating. If a Customer terminates the Agreement if an annual fee has been paid, there will be no refund for the remainder of the term. Trakstar shall invoice Customer for any successive term sixty (60) days, at minimum, prior to the end of the term. 11 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 Additional Users Additional users above the original subscription tier window may be added to the subscription fee during the initial term and subsequent renewal periods. The fee for additional users will be the rate on Trakstar's website: www.trakstar.com/pricing at the time of requesting additional users, at which point, your subscription will renew at the higher subscription tier window. Customer is required to inform Promantek, Inc when the number of added users exceeds the current pricing tier during the Agreement period. Promantek reserves the right to issue an adjusted invoice at any time. Taxes Taxes are generally not applicable. Fees do not include taxes or duties. If Promantek, Inc. dba Trakstar is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Promantek, Inc. dba Trakstar net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of invoices and supporting documentation for the taxes and duties charged. Promantek, Inc. dba Trakstar Deliverables License Promantek, Inc. dba Trakstar grants to Customer and its Contractors a non-exclusive, non- transferable, term-based, right-to-use license to access and execute Trakstar software on supported browsers which are listed on Exhibit A for internal business purposes and for testing, training and other non-production purposes. Authorized Users Customer shall use the Trakstar software for internal business operations including affiliated entities that control, or are controlled, by the Customer ("Affiliated Entities). Customer shall not permit Trakstar to be used by or for the benefit of anyone other than the Authorized Users. Customer shall not have the right to re-license or sell rights to access and/or use Trakstar, or to transfer or assign rights to access or use Trakstar, except as provided in Section 11. Intellectual Property Customer may not modify, translate, reverse engineer, de-compile, or create derivative works based upon Trakstar software. The Customer agrees to use Trakstar in a manner that complies with all applicable laws including intellectual property and copyright laws. Title The proprietary rights embodied in the installed Trakstar software system operating on Promantek, Inc. dba Trakstar or the Customer servers are the sole and exclusive property of Promantek, Inc. dba Trakstar Hold Harmless Promantek, Inc. dba Trakstar represents and warrants that Promantek, Inc. dba Trakstar has the authority to license Trakstar. Promantek, Inc. dba Trakstar shall defend, indemnify, and hold the Authorized Users harmless from any and all claims, damages arising out of(1) the lack or 12 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 right of authority to license Trakstar, or (2) infringement of any copyright, trade secret, or patent known to Promantek, Inc. dba Trakstar as the result of a current, unmodified copy of Trakstar; provided Promantek, Inc. dba Trakstar is promptly notified in writing of any such suit or claim. Audit Promantek, Inc. dba Trakstar reserves the right to audit the Customer to ensure license use compliance. Technical Support Support is included with the Trakstar License. This includes but is not limited to interim and code correction releases within the release version and major upgrades. The Customer is entitled to telephone support for Trakstar-related questions during normal business hours and days, Monday-Friday 9:00 AM — 8:00 PM US EST. The Customer may also e-mail questions to support@trakstar.com, with response within 1 business day. Trakstar Hosting Service Promantek, Inc. dba Trakstar represents that it identifies Amazon EC2, a web hosting service, as its provider. Amazon provides a reliable environment for Trakstar. Promantek, Inc. dba Trakstar represents that Amazon provides a reliable environment for Trakstar. Promantek, Inc. dba Trakstar represents that the Trakstar application and data is strives for 99.9% up time and Promantek, Inc. dba Trakstar adheres to best practices when it comes to security and confidentiality. Data Backup Promantek, Inc. dba Trakstar represents that it backs up all Trakstar data every day for disaster recovery purposes, and that it retains seven (7) days of full daily backups plus twelve (12) months of monthly backups. Backups are used for disaster recovery procedures, not recovery from user error. Outages Promantek, Inc. dba Trakstar shall strive to provide maximum availability but will not be held accountable for outages beyond its reasonable control. Promantek, Inc. dba Trakstar will use reasonable efforts to notify the Customer in advance regarding possible outages. Promantek, Inc. dba Trakstar represents that scheduled maintenance of the service is after 8:00 p.m. PST for minor upgrades and fixes. Promantek, Inc. dba Trakstar will use reasonable and good faith efforts to schedule maintenance between the hours of 8:00 PM EST — 8:00 AM EST. Promantek, Inc. dba Trakstar will give Customer as much notice as reasonably possibly of any emergency procedures outside of scheduled maintenance. Promantek, Inc. dba Trakstar will give Customer 3 weeks notice for scheduling major upgrades. Customer Responsibility Internet and Browser The Customer shall be responsible for providing, at its own expense and risk, all Internet devices, supported browsers, Internet connections, and Internet Service Providers. 13 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 Principal Administrator The Customer shall designate one employee as the Principal Administrator to communicate with Promantek, Inc. dba Trakstar regarding technical issues. The Customer may change the Principal Administrator from time to time by written notice to Promantek, Inc. dba Trakstar's contact person. All notices and communications from Promantek, Inc. dba Trakstar shall be directed to the Customer. Cooperation Customer acknowledges that certain services and obligations of Promantek, Inc. dba Trakstar may be dependent on Customer providing certain data, information, or assistance to Promantek, Inc. dba Trakstar from time to time. Customer acknowledges that such cooperation may be essential to the performance of services by Promantek, Inc. dba Trakstar. The Parties agree that any delay or failure by Promantek, Inc. dba Trakstar to provide services hereunder which is caused by Customer's failure to provide timely Cooperation reasonably requested by Promantek, Inc. dba Trakstar shall not be deemed to be a breach of Promantek, Inc. dba Trakstar's performance obligations under this Agreement. Export Customer Data If requested, by Customer at any time during the term of this Agreement or within 10 business days after the effective date of termination of this Agreement, Trakstar (on behalf of the customer) will export Customer data into a .csv. Following Customer's successful receipt of Customer Data, Customer shall confirm the same to Promantek, Inc. dba Trakstar in writing after which time Promantek, Inc. dba Trakstar shall delete Customer Data, unless legally prohibited (in which case, Promantek, Inc. dba Trakstar may save a copy of the Customer Data, but may not access or use same), that is in it's possession or under its control and Promantek, Inc. dba Trakstar shall have no further obligation regarding same. In the event that Customer does not request desired data prior to the disabling of Trakstar, Promantek, Inc. dba Trakstar shall have the right to delete Customer's content and Promantek, Inc. dba Trakstar shall have no further obligation. Continuing Obligations The following obligations shall survive the expiration or termination hereof: (1) any and all warranty disclaimers, limitations of liability and indemnities granted by either Party herein, (2) any covenant granted herein for the purpose of determining ownership of, or protecting, the proprietary rights, including without limitation, the confidential information of either Party, or any remedy for breach thereof, and (3) the payment of any undisputed taxes, duties, or any monies due. Ownership and Confidentiality Ownership Title to the proprietary rights embodied in the Trakstar software system shall remain in and be the sole and exclusive property of Promantek, Inc. dba Trakstar 14 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 Confidentiality of Agreement Customer acknowledges that the terms and conditions of this Agreement are considered confidential but Customer shall have the right to disclose the terms of this agreement to Customer's insurance companies as well as to Customer's legal, financial, and accounting advisors. Customer shall also be able to disclose this Agreement if such disclosure: (1) is in response to a valid order of a court or other government body; (2) is otherwise required by law, order, subpoena, or other document request of a court, administrative agency or other governmental body; or (3) is otherwise necessary to establish rights and enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. Confidentiality of Trakstar Software Customer acknowledges that the Trakstar software embodies logic, design, and coding methodology, which constitute valuable confidential information that is proprietary to Promantek, Inc. dba Trakstar and its licensors. Customer shall safeguard the right to access the Trakstar software system using the same standard of care that Customer uses for its Customer Confidential Information (as defined below), but in no event less than reasonable care. Confidentiality of Customer Information All confidential and proprietary information of Customer and its Authorized Users and associated appraisals disclosed to Promantek, Inc. dba Trakstar in connection with the performance of this Agreement shall be held as confidential by Promantek, Inc. dba Trakstar and shall not, without prior written consent of Customer, be disclosed other than for the performance of this Agreement. Promantek, Inc. dba Trakstar shall safeguard the confidentiality of employee names and associated appraisals using the same standard of care that Promantek, Inc. dba Trakstar uses for its own confidential information, but in no event less than reasonable care. The foregoing obligation shall not apply to any Customer Confidential Information which: (1) is known, or hereafter becomes, through no act of failure to act on the part of Promantek, Inc. dba Trakstar, generally known or available; (2) is known by Promantek, Inc. dba Trakstar at the time of receiving such information as evidenced by its written records; (3) is hereafter furnished to Promantek, Inc. dba Trakstar by a third party, as a matter of right and without restriction on disclosure; (4) is independently developed by Promantek, Inc. dba Trakstar as evidenced by its written and dated records and without any breach of this Agreement; or (5) is the subject of a prior written permission to disclose provided by Customer. Further notwithstanding the forgoing, disclosure of Customer Confidential Information shall not be precluded if such disclosure: (1) is in response to a valid order of a court or other government body of the United States; (2) is otherwise required by law; However, if Promantek, Inc. dba Trakstar is compelled by the circumstances set forth in the preceding sentence to disclose Customer Confidential Information, it shall provide Customer with prior notice of such compelled disclosure to the extent legally permitted. Limiting the Use of Personal Data Trakstar employs role-based security based on an organizational hierarchy in the software. The identified customer-appointed system administrator for the Trakstar system has the ability to change organizational structure, thus increasing or decreasing visibility of data within the system. Trakstar will not use personal data for any means other than support of the Trakstar system, as 15 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 requested by the identified system administrator or his/her designees. If an individual does not know his/her organization's identified system administrator, please send an email to support@trakstar.com for assistance. Warranties Operational Warranty During the term thereof, Promantek, Inc. dba Trakstar, warrants that the Trakstar software system will conform to, operate, and be accessible through the Internet ("Operational Warranty"). Suitability and Liability Except as otherwise set forth in this Agreement, Promantek, Inc. dba Trakstar, does not warrant that the Trakstar software or the hosted service will be uninterrupted or error-free or meet any particular criteria, performance, quality, accuracy, purpose, or need assumed by the Customer. In no event shall Promantek, Inc. dba Trakstar, or the Customer be liable to the other for any indirect or consequential damages. Remedy Promantek, Inc. dba Trakstar's sole and exclusive liability for breach of the Operational Warranty shall be the replacement of service for any time the Promantek, Inc. dba Trakstar Application Server and/or the Trakstar software does not conform to the warranted specifications. When replacement of service is not possible, Promantek, Inc. dba Trakstar's entire, cumulative liability for money shall be limited to that portion of the subscription license fees paid when the Promantek, Inc. dba Trakstar Application Server and/or Trakstar software does not conform to the warranted specifications. Warranty Disclaimers Except for the Operational Warranty and any other representations and warranties provided in this Agreement, Promantek, Inc. dba Trakstar, does not make any warranty of any kind, express or implied, and Promantek, Inc. dba Trakstar, specifically disclaims the implied warranties of title, noninfringement, merchantability, fitness for a particular purpose, systems integration, and data accuracy. Some states do not allow disclaimers so the above limitation may not apply. Customer acknowledges that no representations other than those contained in this agreement have been made respecting the Trakstar software system or services to be provided in this Agreement, and that the Customer has not relied on any representation not expressly set out in this Agreement. Further, Customer acknowledges and agrees that the Internet is not established or maintained by Promantek, Inc. dba Trakstar, that Promantek, Inc. dba Trakstar has no control over the Internet, that Promantek, Inc. dba Trakstar, is not liable for the content or loss of any data transferred either to or from Customer via the internet or stored by the Customer and that Promantek, Inc. dba Trakstar, is not liable for the discontinuance of the operation of any portion of the Internet or possible regulation of the Internet which might restrict or prohibit the operation of the Trakstar software system. 16 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 Disclaimer of Incidental and Consequential Damages In no event shall either Party be liable to the other under any theory including contract and tort (including negligence and strict products reliability) for any indirect, special or incidents or consequential damages, even if the party causing such damages has been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply. Governing Law State This Agreement shall be construed under the laws of the State of Colorado without regard to its principles of conflicts of law. Assignment Customer Assignment Customer shall not assign this Agreement or any right of interest under this neither Agreement, nor delegate any work or obligation to be performed under this Agreement, without Promantek, Inc. dba Trakstar's prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective. Enforcement The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party hereafter to enforce any provision hereof. Entire Agreement Understanding This Agreement constitutes the entire understanding of the parties with Respect to the subject matter of this Agreement and merge all prior communications understandings, and agreements. This Agreement may be modified only by written agreement signed by the Parties. Force Majeure Web Services Neither Party shall be liable for any delays or failure to perform any obligation under this Agreement caused by war, fire, flood, accident, act of God, strikes, or other differences beyond the reasonable control of the Parties. In the event that either Party is unable, due to any of the foregoing contingencies, to fulfill its obligations under this Agreement, such party shall be excused for 30 days from performance same to the extent such contingency exists and will use commercially reasonable efforts to remedy any such contingency. An invoice will be sent to your organization that will be due at the agreement begin date. EU-US Privacy Shield Promantek complies with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information 17 Contract#263.2017 Revision:02/13/2017kjm Budget Line Item#001.11.00000.82480 transferred from the European Union to the United States. Promantek has certified to the Department of Commerce that it adheres to the Privacy ShieldPrinciples. If there is any conflict between the terms in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the PrivacyShield program, and to view our certification, please visit https://www.privacyshield.gov/. To view our participation status, please visit https://www.privacyshield.gov/participant?id=a2zt000000000xSAAQ. In compliance with the Privacy Shield Principles, Promantek commits to resolve complaints about our collection or use of your personal information. Individuals in the European Union (EU) with inquiries or complaints regarding our Private Shield policy should first contact Promantek at: support@promantek.com Promantek has further committed to cooperate with EU data protection authorities (DPAs) and comply with the advice given by such authorities with regard to unresolved Privacy Shield complaints concerning human resources data transferred from the EU in the context of the employment relationship. If timely acknowledgment of your complaint is not received from us, or if we have not addressed your complaint to your satisfaction, please contact the EU DPAs for more information or to file a complaint. The services of EU DPAs are provided at no cost to you. Promantek does not disclose personal information to third parties, unless required to do so in response to a lawful request by public authorities, including to meet national security or law enforcement requirements. In cases of onward transfer to third parties of data of EU individuals received pursuant to the EU-US Privacy Shield, Promantek is potentially liable. Individuals have the right to access their personal data as long as a.) the individual is in good standing with their organization b.) the organization is a customer in good standing with Promantek. Individual personal data is accessible by the identified, customer-appointed system administrator of the Trakstar system (contact support@trakstar.com to identify your system administrator.) Promantek is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC). Individuals have the possibility, under certain conditions, to invoke binding arbitration before a Privacy Shield Panel. 18 Docu�i , - SECURED Certificate Of Completion Envelope Id:CB8F39C8226F4AB096348B594A4A2EFD Status:Completed Subject:Trakstar Pitkin County Contract 263.2017 for Review and Signature Source Envelope: Document Pages:20 Signatures:3 Envelope Originator: Supplemental Document Pages:0 Initials:0 Ben Ferrara Certificate Pages:5 AutoNav: Enabled Payments:0 ben.ferrara@pitkincounty.com Envelopeld Stamping: Disabled IP Address: 10.103.101.11 Time Zone: (UTC-07:00)Mountain Time(US& Canada) Record Tracking Status:Original Holder:Ben Ferrara Location: DocuSign Aug-31-2017 ben.ferrara@pitkincounty.com Signer Events Signature Timestamp Richard Neiley Sent:Aug-31-2017 richard.neiley@pitkincounty.com , A Viewed:Aug-31-2017 Asst.County Attorney Signed:Aug-31-2017 Security Level: Email,Account Authentication (None) Using IP Address: 198.233.197.98 Electronic Record and Signature Disclosure: Accepted:Aug-31-2017 ID:888d4849-9ab5-4796-82c7-e191d7cf16c9 Company Name:Pitkin County,Colorado Dannette Logan I�.` Sent:Aug-31-2017 Dannette.Logan@PitkinCounty.com Vat, lw Viewed:Aug-31-2017 Director of Human Resources Signed:Aug-31-2017 Security Level: Email,Account Authentication (None) Using IP Address: 198.233.197.98 Electronic Record and Signature Disclosure: Accepted:Aug-31-2017 ID:6b071a58-68e8-4769-a5b8-33bbca2fddc6 Company Name:Pitkin County,Colorado Matthew R. Power � Sent:Aug-31-2017 mpower@trakstar.com ka.t��� A/ r• pOwur Viewed:Aug-31-2017 Account Executive Signed:Aug-31-2017 Security Level: Email,Account Authentication (None) Using IP Address:76.121.228.136 Electronic Record and Signature Disclosure: Accepted:Aug-31-2017 ID:c523c392-0656-4635-ba69-2fb2b9d7e2c7 Company Name:Pitkin County,Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Jeanette Jones COPIED Sent:Aug-31-2017 Jeanette.jones@pitkincounty.com Viewed:Sep-05-2017 BOCC Clerk Pitkin County Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Procurement COPIED Sent:Aug-31-2017 Procurement@pitkincounty.com Viewed:Sep-05-2017 TESTING Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted Aug-31-2017 Certified Delivered Security Checked Aug-31-2017 Signing Complete Security Checked Aug-31-2017 Completed Security Checked Aug-31-2017 Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: Mar-17-2017 Parties agreed to:Richard Neiley,Dannette Logan,Matthew R. Power ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County(we, us or Pitkin County) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access,Intent,and Consent to Receive and Sign Materials Electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree'button below. By checking the 'I Agree'box, I confirm that: • I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided. • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for for future reference and access; and • Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this document. When you don't have a DocuSign Account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you will be charged a$0 per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: susan.sullivan@pitkincounty.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at susan.sullivan@pitkincounty.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. . To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to susan.sullivan@pitkincounty.com and in the body of such request you must state your e-mail, full name, Postal Address, telephone number, and account number. Required hardware and software Operating Systems: Windows2000 or WindowsXP Browsers (for SENDERS): Internet Explorer 6.0 or above Browsers (for SIGNERS): Internet Explorer 6.0, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies 'Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent.