HomeMy WebLinkAboutbocc.con.260.192017-11-13 btf
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10014142.556000
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form.
Contact Information:
Department
County Representative Pat Bingham County Representative
Phone (970) 920-5204
Provide a brief description of the contract:
Contract Value Summary:
$ 7,000.00
$ -
$ -
$ 7,000.00
260.19
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
Pitkin County EHQ License
Bang The Table
$ -
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ -
None
Services/Maintenance
9/4/2019
9/3/2020
New Contract with optional extension(s)
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Community Relations
Contract to provide Engagement HQ license with Core level service package.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made September 4, 2019 by and between the Board of County Commissioners
of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Bang The Table, 1007 Pearl Street #250, Boulder, CO 80302 (hereinafter called
the “Contractor”) to perform the following work: Pitkin County EHQ License (“Project”).
I. Term of Contract: The term of this Contract is from September 4, 2019 to September
3, 2020. 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 EngagementHQ license with Core
level service package. Please reference Exhibit A – Prospectus for descriptions of
service levels and information regarding EHQ. Price is to not to exceed $7,000 per year
including all fees. Please reference Exhibit B – Proposal Service Agreement for pricing
information.
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
seven thousand dollars and zero cents ($7,000.00) 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
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
2
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. Pat Bingham, Community Relations Administrator will
manage the project as the County’s Representative. In the event that Pat Bingham is
not available, an authorized designee 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 ten (10) 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,
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.
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
3
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,
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.
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
4
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.
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 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
5
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”.
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Coverage Bodily/Property Damage (Each Accident)
$ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. ☐ Performance Bond $
b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
6
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.
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.
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
7
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
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.
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
8
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing 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. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County:
Pat Bingham
530 E Main Street, Suite #302
Aspen, CO 81611
Email: pat.bingham@pitkincounty.com
with copies to:
Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611
Email: Attorney@pitkincounty.com
To Contractor:
Bang The Table
1007 Pearl Street #250
Boulder, CO 80302
Phone: (720) 648-4002
Email: matt@bangthetable.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
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 # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
9
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.
Contract # 260.19 Revision: 2018-06-13 btf
Budget Line Item # 10014142.556000
10
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein
above.
BANG THE TABLE
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
Community Relations Administrator
Sep-05-2019
Pat Bingham
Sep-05-2019
Bang the Table
CEO
Service Agreement
Name of “Customer” Pitkin County, Colorado
Customer Address 530 East Main Street
Aspen, CO 81611
Customer Phone 970-920-5200
Primary Contact Pat Bingham
Contract Contact
TBD
Term
12 Months – Multiyear option for three years fees for Core service and EHQ license do not change during this time.
Service Details See prospectus for service details.
Total Fees/Annually $7,000
Engagement Package Core
Additional Services &
Integrations
Integrations require the cooperation of third parties. We enter into a contract to provide integrations on the basis
of ‘best endeavors’ if, for reasons beyond our control, an integration ceases to work we will refund pro rata the
integration portion of the contract. This has no impact on the software package and service components of the
contract.
The Master Terms and Conditions set forth below (the "Terms”, and together with this Service Agreement, collectively, the “Agreement”)
are a binding agreement between you ("you" “or “Customer”) and Bang the Table, (“BTT”, "us" or "we") governing your use of the Services
ordered above. The Terms are hereby incorporated into this Service Agreement. By signing below, each party agrees to comply with the terms
and conditions set forth in this Service Agreement and in the Terms.
CUSTOMER BANG THE TABLE
Signature: _____________________________________ Signature:
Printed: _____________________________________ Printed: Matthew Crozier
Title: _____________________________________ Title: CEO and Co-Founder
Date: _____________________________________ Date: April 25, 2019
Master Terms and Conditions
These master terms and conditions (the "Terms”),and together with your Service Agreement (“Service Agreement”),and any
attached Proposal are a binding agreement (the “Agreement”)between you ("you"or “Customer”)and Bang The Table,(“BTT”,"us"or
"we")governing your use of the services ordered on your Service Agreement (the “Services”)This Agreement is effective as of the date you
entered into your Service Agreement (“Effective Date”).
1 Access Grant & Restrictions
1.1 Subscription to the Service.Subject to the terms of this Agreement,BTT hereby grants to the Customer a limited,
non-sublicensable,non-transferable,non-exclusive subscription during the term of the Service Agreement for the Customer to access and
use the specific services and feature sets of the Service specified in the applicable Service Agreement by up to the number of users
identified in that Service Agreement,and solely for the Customer’s business purposes as outlined on the Service Agreement and these
Terms.BTT and its licensors reserve all rights not expressly granted to the Customer in this Agreement.BTT upgrades its software on a
continuous basis and,while we strive to minimize the impact on the customer of any upgrades (our policy is not to change the public facing
appearance of your site without your permission), BTT reserves the right to make necessary changes or modifications to the Service.
2 Customer Responsibilities.The Customer is responsible for ensuring the compliance with these terms of each of the Customer’s
authorized users (“Administrators”)and is liable for all activity under the Customer’s Administrator accounts.The Customer shall use best
efforts to prevent unauthorized access to,or use of,the Service,and will notify BTT promptly of any unauthorized use of any password or
account or any other known or suspected breach of security.The Customer will not attempt to or use the Customer’s access to the Service
to knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein.The Customer shall not
allow Administrator credentials to be shared.You must ensure that we receive,in a timely manner,all information we need to enable us to
supply the Services.
3 Support;Hosting.BTT will host the Website as set forth in the Service Agreement and applicable Proposal document.BTT will,
where practicable,answer questions and help troubleshoot.To the extent set forth on the Service Agreement,BTT will also provide hosting
and support services as set forth in Proposal, attached hereto, which is hereby incorporated hereto.
4 Termination.Customer may terminate this Agreement upon at least thirty (30)days written notice to BTT for any or no reason.
BTT will not terminate this Agreement (but may non-renew as outlined in the Service Agreement)except where Customer has breached
this Agreement and such failure continues for thirty (30)days after Customer receives written notice of same.Upon the termination of this
Agreement for any reason:(a) any amounts owed to BTT by the Customer under this Agreement before such termination will become
immediately due and payable,(b)Customer will cease using the Service and Website;and (c)BTT will shut down the Website.The rights
and duties of the parties that are designed to survive termination or expiration will survive.
5 Acknowledgments.Each party acknowledges and agrees that it has the legal power and authority to enter into this Agreement.
The Customer acknowledges and agrees that:(a)Customer shall abide by all applicable laws and regulations in connection with the
Customer’s business operations and the use of the Service,Website,and Website Visitor information,and (b)Customer owns or has
obtained all rights,consents,permissions,or licenses necessary to allow the Service access to,or possession,manipulation,processing,or
use of the Customer’s Data and any data from Website Visitors;and (c)the Customer shall ensure that its collection,use,and sharing of
information (including data from Website Visitors)is in accordance with applicable law,and its privacy policy;and (d)Customer owns or
has sufficient rights to any Customer content displayed on the Website.Should you wish to change the terms of use on the Website you
can do so but (as these terms are between BTT and the website visitors)in so doing you accept all responsibility for any content provided
by users and website visitors.
6 Disclaimer of Warranties.EXCEPT AS SET EXPRESSLY FORTH IN THIS AGREEMENT,BTT AND ITS LICENSORS MAKE NO
REPRESENTATION,WARRANTY,OR GUARANTY AS TO ANY CONTENT (INCLUDING ANY CONTENT FROM WEBSITE VISITORS),THE SERVICE,
OR WEBSITE.ALL CONDITIONS,REPRESENTATIONS AND WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE ARE
HEREBY DISCLAIMED.
7 Ownership.BTT and its licensors own all rights,title and interest,including all related intellectual property rights,in and to the
Services,BTT content,platform,and technology,including all enhancements,modifications or derivative works to the foregoing,as well as
any suggestions,ideas,enhancement requests,feedback,recommendations or other information provided by the Customer or any other
party relating to the Services.The BTT name,the BTT logo,and the product names associated with the Services are trademarks of BTT or
third parties.All rights not expressly granted are hereby retained by BTT.BTT does not own the information submitted by Customer or its
Website Visitors (the “Customer’s Data”).The Customer retains all right,title and interest in and to the Customer’s Data.The Customer
grants to BTT all necessary licenses and rights in and to the Customer’s Data as necessary for BTT to provide Services to the Customer.The
Customer is responsible for the Customer’s Data including without limitation the accuracy,quality,integrity,legality,reliability,
appropriateness of the foregoing,and obtaining any intellectual property rights ownership or right to use the foregoing.BTT reserves the
pg. 2
right to de-identify or aggregate (or both)any data (including Customer Data),information or content obtained by BTT relating to
Customer,its Administrator’s,or Website Visitors use or receipt of Services,including without limitation information about how the
Services are used by such users (“De-identified Data”).BTT may use De-identified Data for product optimization and development,
benchmarking,and internal research but will not share any information that identifies Customer or any Website Visitor by name with any
third party, except as strictly necessary to provide the Services.
8 Responsibility.If any action is instituted by a third party against the Customer based upon a claim that the Service,as provided,
infringes a United States copyright or trademark,then BTT will defend such action at its own expense on behalf of the Customer and will
pay all damages attributable to such claim which are finally awarded against the Customer or paid in settlement of such claim.BTT may,at
its option and expense,and in addition to defending the Customer as set forth in the previous sentence,as the Customer’s exclusive
remedy hereunder:(a) procure for Customer the right to continue using the Service;(b) replace or modify the Service so that it is no longer
infringing but continues to provide comparable functionality;or (c) terminate this Agreement and the Customer’s access to the Service and
refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement.BTT will
have no liability to the Customer for any infringement action that arises out of a breach of the terms and conditions of this Agreement by
the Customer or of the use of the Service (i) after it has been modified by the Customer or a third party without BTT’s prior written
consent,or (ii) in combination with any other service,equipment,software or process not provided by BTT where the combination is the
basis for the infringing activity.THIS PARAGRAPH SETS FORTH THE ENTIRE OBLIGATION OF BTT AND THE CUSTOMER’S EXCLUSIVE REMEDY AGAINST BTT OR ANY OF ITS SUPPLIERS
FOR ANY INFRINGEMENT CLAIM.
9 Limitation of Liability.TO THE EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
ANYONE FOR ANY INDIRECT,PUNITIVE,SPECIAL,EXEMPLARY,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND,OR ANY
LOSS OF DATA,REVENUE,PROFITS,USE OR OTHER ECONOMIC ADVANTAGE,ARISING OUT OF,OR IN ANY WAY CONNECTED WITH THE
SERVICES,OR THIS AGREEMENT,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE
BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT SHALL BTT’S CUMULATIVE LIABILITY FOR ANY CLAIM,
LOSS,ACTION,FEE,OR DAMAGE OR ANY OTHER DISPUTED UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER
TO BTT IN THE 12 MONTHS PRECEDING THE CLAIM.
10 Confidentiality.Neither party will use the confidential information of the other party for any purpose other than exercising its
rights or obligations under this Agreement,and will disclose the confidential information only to those of its employees or contractors who
have a need to know for purposes of the Agreement.Notwithstanding,either party may disclose the other party’s confidential information
as required by law so long as,if permitted by law,such party notifies the disclosing party prior to disclosure and uses reasonable efforts to
limit disclosure to only what is required by law.
11 General Terms.This Agreement may not be assigned by the parties without the prior written approval of the other party,
although BTT may use subcontractors so long as it remains responsible for such subcontractors.Any purported assignment in violation of
this section shall be void.BTT shall not be liable for any failure by it to perform its obligations under this Agreement because of
circumstances beyond the reasonable control of BTT.No text or information set forth on any other purchase order,preprinted form or
document (other than an associated BTT quote or invoice,if applicable)shall modify the terms and conditions of this Agreement.If any
provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s)shall be
construed,as nearly as possible,to reflect the intentions of the invalid or unenforceable provision(s),with all other provisions remaining in
full force and effect.The parties are independent contractors and this Agreement does not create any joint venture,partnership,
employment,or agency relationship between the Customer and BTT.The failure of BTT to enforce any right or provision in this Agreement
shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by BTT in writing.These Terms,
together with any associated Service Agreement,Proposal,or invoice,comprises the entire Agreement between the Customer and BTT and
supersedes all prior or contemporaneous negotiations,discussions or agreements,whether written or oral,between the parties regarding
the subject matter contained herein.
pg. 3
Certificate Of Completion
Envelope Id: 5DB0C073EDA84174991F1ED3DB2DE219 Status: Completed
Subject: Bang the Table | Pitkin County Contract 260.19 for Review and Signature
Source Envelope:
Document Pages: 46 Signatures: 2 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 65.38.144.66
Record Tracking
Status: Original
9/5/2019 11:47:07 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Pat Bingham
pat.bingham@pitkincounty.com
Community Relations Administrator
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 9/5/2019 11:50:44 AM
Viewed: 9/5/2019 11:52:22 AM
Signed: 9/5/2019 11:53:31 AM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2019 11:52:22 AM
ID: 377bcd43-77a7-44a4-b3b7-ef35008ac1ca
Company Name: Pitkin County, Colorado
Bang the Table
Matt@bangthetable.com
CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 107.77.232.44
Signed using mobile
Sent: 9/5/2019 11:53:34 AM
Viewed: 9/5/2019 1:52:45 PM
Signed: 9/5/2019 1:53:59 PM
Electronic Record and Signature Disclosure:
Accepted: 9/5/2019 1:52:45 PM
ID: d8866891-b16c-42a9-85e1-11b22cc8fbdd
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
Carbon Copy Events Status Timestamp
Pitkin County Procurement
procurement@pitkincounty.com
Procurement
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2019 1:54:02 PM
Resent: 9/5/2019 1:54:12 PM
Viewed: 9/17/2019 4:03:11 PM
Electronic Record and Signature Disclosure:
Accepted: 6/21/2019 11:35:47 AM
ID: f4b0c7d5-e378-4bad-8806-08d16f6ff44c
Company Name: Pitkin County, Colorado
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 9/5/2019 1:54:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/5/2019 1:54:04 PM
Certified Delivered Security Checked 9/5/2019 1:54:04 PM
Signing Complete Security Checked 9/5/2019 1:54:04 PM
Completed Security Checked 9/5/2019 1:54:04 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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 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 receive 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:
Electronic Record and Signature Disclosure created on: 6/11/2019 12:14:06 PM
Parties agreed to: Pat Bingham, Bang the Table, Pitkin County Procurement
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 may be charged a 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, acknowledgments, 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.