HomeMy WebLinkAboutbocc.con.307.192017-11-13 btf
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 10022100.576500
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 Susan Sullivan County Representative
Phone (970) 920-5245
Provide a brief description of the contract:
Contract Value Summary:
$ 9,992.00
$ -
$ -
$ 9,992.00
307.19
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
PII Identification & Management
Active Navigation, Inc
$ -
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ -
None
Services/Maintenance
10/14/2019
10/13/2020
New Contract
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
BITS
Contract to provide PII identification and management services.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total
Contract # 307.19 Revision: 2018-06-13 btf
Budget Line Item # 10022100.576500
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made October 14, 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 Active Navigation, Inc, 11720 Plaza American Drive Suite 150, Reston, VA 20190
(hereinafter called the “Contractor”) to perform the following work: PII Identification &
Management (“Project”).
I. Term of Contract: The term of this Contract is from October 14, 2019 to October 13,
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 a consulting services package with
installation & training for Contractor’s Content Compliance License
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
nine thousand nine hundred and ninety-two dollars and zero cents ($9,992.00) 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, not including any Contractor software which is the
Contract’s intellectual property, 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
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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. Susan Sullivan, IG Administrator will manage the project as
the County’s Representative. In the event that Susan Sullivan is not available, John
Loyd 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.
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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 third party
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.
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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
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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
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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.
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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.
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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:
Susan Sullivan
530 E. Main Street, Suite #203
Aspen, CO 81611
Email: susan.sullivan@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:
Active Navigation, Inc
11720 Plaza American Drive Suite 150
Reston, VA 20190
Phone: (914) 262-6131
Email: patrick.cardiello@activenavigation.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
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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.
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IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein
above.
ACTIVE NAVIGATION, Inc
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
Nov-01-2019
IG Administrator
Susan Sullivan
Peter Baumann
Director
Nov-06-2019
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ATTACHMENT A: ORDER FORM
Created Date 30/09/2019 Quote Num. 00000378
Expiration Date 30/11/2019
Prepared By Patrick Cardiello Contact Susan Sullivan
Product Code Product Description List Price Quantity Discount Total Price
AN-CONT-COMP-TER-A License package including 12-month term, Content
Compliance up to 10 TB and 16 hours of services to
support product installation and training.
USD 22,412.00 1.00 55.74% USD 9,920.00
Grand Total USD 9,920
Notes
Maintenance and Support is included over the term
Billed annually in advance, annual renewal includes a 4% CPI increase
Software discount is subject to contract execution by October 31, 2019 and compliance in the
Active Navigation Marketing Program. This entails the serving as a customer reference for up to
3 occasions, and participating in a case study or presentation at a market event (such as AIIM,
ARMA, MER, etc.)
Volume Under Management (VUM): VUM is measured in terabytes, as reported within the Discovery Center interface
and is an instantaneous measure of the total volume of all files discovered (or skimmed). Once a repository (e.g. a server,
share, SharePoint site collection) has been discovered (skimmed) it will be deemed ‘under management’. Repositories
bought under management should not be removed.
Instance: A single installation of the Discovery Center application. For connector modules, an instance is each
application of any connector module License to any Discovery Center.
License Duration: Licenses are available as perpetual or a fixed term subscriptions and are active from the date of
issue. All licensed products and modules will function up to and including the day of the expiry date. Beyond the expiry
date the licensed products will no longer function but all data will be retained
Package(s): Predefined software and/or works packages for distinct projects as defined agreements.
Travel & Expense: The above costs exclude any travel and expense costs which will be billed at cost.
Terms: The above prices are exclusive of value added, sales and use taxes and any other governmental fees, duties and
taxes which are payable in addition. Payment terms are 30 days from invoice receipt. This order is governed by the terms
of the License and Support Agreement between the parties, which terms are incorporated into this order for all purposes. If
there is a conflict
between the terms of this order and the agreement, the agreement governs. This order and the agreement are the entire
agreement between the parties, and they supersede and replace all prior and contemporaneous negotiations, agreements,
representations and discussions regarding this subject matter. Only a signed writing of the parties may amend this order.
Purchase Order: Y/N #_____________________________
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ATTACHMENT B: LCENSE, SUPPORT AND SERVICES AGREEMENT
This agreement is between Active Navigation, Inc. a Delaware corporation (Active Navigation) and the customer entering into
this agreement (Customer), effective as of the date of the last signature below. The Active Navigation software, updates,
documentation and license keys provided to Customer (Software) are licensed and are not sold.
1. SCOPE. This agreement describes the licensing of the Software, support and implementation services.
2. LICENSE. Subject to the other terms of this agreement, Active Navigation grants Customer, under an order, a non-exclusive,
non-transferable license for the duration specified and up to the license capacity purchased to:
a. Use the Software only in Customer’s internal business operations; and
b. Make one copy of the Software for archival and backup purposes.
Third party contractors and Affiliates of Customer may use and access the Software under the terms of this agreement.
Customer is responsible for their compliance with the terms of this agreement. Affiliate means any company controlled
by or under common control with Customer, directly or indirectly, with an ownership interest of at least 50%.
3. RESTRICTIONS. Customer may not:
a. Transfer, assign, sublicense, rent the Software, create derivative works of the Software, or use it in any type of service
provider environment;
b. Reverse engineer, decompile, disassemble, or translate the Software; or
c. Evaluate the Software for the purpose of competing with Active Navigation.
4. PAYMENT. Customer will pay all fees within 30 days of receipt of an invoice, unless otherwise provided on an order, plus
applicable sales, use and other similar taxes.
5. PROPRIETARY RIGHTS AND MUTUAL CONFIDENTIALITY.
a. Proprietary Rights. The Software, workflow processes, user interface, designs, know-how and other technologies
provided by Active Navigation as part of the Software are the proprietary property of Active Navigation and its licensors,
and all right, title and interest in and to such items, including all associated intellectual property rights, remain only
with Active Navigation and its licensors. The Software is protected by copyright and other intellectual property laws.
Customer may not remove any product identification, copyright, trademark or other notice from the Software. Active
Navigation reserves all rights not expressly granted.
b. Mutual Confidentiality. Recipient may not disclose Confidential Information of Discloser to any third party or use the
Confidential Information in violation of this agreement.
Confidential Information means all information that is disclosed to the recipient (Recipient) by the discloser
(Discloser), and includes, among other things:
any and all information relating to products or services provided by a Discloser, software code, flow charts,
techniques, specifications, and software roadmap;
as to Active Navigation the Software and the terms of this agreement, including without limitation, all pricing
information.
Confidential Information excludes information that:
was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the
Discloser;
is or becomes a matter of public knowledge through no fault of Recipient;
is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or
is independently developed by or for Recipient without use or access to the Confidential Information.
Recipient may disclose Confidential Information if required by law, but it will attempt to provide notice to the Discloser
in advance so it may seek a protective order. Each party acknowledges that any misuse of the other party’s Confidential
Information may cause irreparable harm for which there is no adequate remedy at law. Either party may seek
immediate injunctive relief in such event.
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6. WARRANTY.
a. SOFTWARE PERFORMANCE WARRANTY. Active Navigation warrants that the Software will perform in substantial
accordance with its accompanying technical documentation for a period of 90 days from the date of the order. This
warranty will not apply to any problems caused by software not licensed to Customer by Active Navigation, use other
than in accordance with the technical documentation, or misuse of the Software. The warranty only covers problems
reported to Active Navigation during the warranty period or 30 days after. Customer will cooperate with Active
Navigation in resolving any warranty claim. Active Navigation will use commercially reasonable efforts to remedy
covered warranty claims within a reasonable period of time or replace the Software, or if Active Navigation cannot do
so it will refund to Customer the license fee paid. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY, AND ACTIVE
NAVIGATION’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS.
b. IMPLEMENTATION SERVICES WARRANTY. Active Navigation warrants that it will perform the implementation services
in conformance with generally accepted practices within the soft ware services industry and in accordance with the
applicable statement of work (SOW), for a period of 90 days after completion of the implementation services under the
SOW. If Customer believes there is a breach of the above warranty, then Customer must notify Active Navigation no
later than 30 days after the end of the warranty period, and provide reasonable cooperation to Active Navigation.
Active Navigation will use commercially reasonable efforts to remedy covered warranty claims within a reasonable
period of time or replace the non-conforming services, or if Active Navigation cannot do so it will refund the fee paid
for the non-conforming services. THIS REMEDY IS CUSTOMER’S EXCLUSIVE REMEDY, AND ACTIVE NAVIGATION ’S SOLE
LIABILITY FOR THESE WARRANTY CLAIMS.
c. DISCLAIMER OF WARRANTIES. ACTIVE NAVIGATION DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. CUSTOMER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR FREE AND USE MAY BE
INTERRUPTED.
7. TERMINATION. This agreement expires at the end of the license period specified in the order. Either party may terminate
this agreement upon a material breach of the other party after a 30 days’ notice/cure period, if the breach is not cured
during such time period. Upon termination of this agreement or a license, Customer must discontinue using the Software,
de-install and destroy or return the Software and all copies, within 5 days. Upon Active Navigation's request, Customer will
provide written certification of such compliance.
8. ANNUAL SUPPORT. Active Navigation’s annual technical support and maintenance services (Support) may be purchased
under an order. Support may be provided in subsequent years if Customer and Active Navigation agree on the support
renewal for that year. Support is provided under the Support policies then in effect. Active Navigation may change its
Support terms, but Support will not materially degrade during any Support term. Full details of our Support Terms can be
found at http://support.activenavigation.com/
9. LIMIT ON LIABILITY. There may be situations in which (as a result of material breach or other liability) Customer is entitled
to make a claim against Active Navigation. In each situation (regardless of the form of the legal action (e.g. contract or
tort claims)), Active Navigation is not responsible for any damage and does not have any liability beyond the greater of
the amount paid or payable by Customer to Active Navigation within the 12 months prior to the event that gave rise to
the claim. Even if it knows of the possibility of such damage or liability, in no circumstance is Active Navigation responsible
for any: loss of, or damage to, data or information; lost profits, revenue, or productivity; or other special, consequential,
incidental or indirect damages.
10. DEFENSE OF THIRD PARTY CLAIMS. Active Navigation will defend or settle any third party claim against Customer
to the extent that such claim alleges that the Software violates a copyright, patent, trademark or other intellectual
property right, if Customer, promptly notifies Active Navigation of the claim in writing, cooperates with Active
Navigation in the defense, and allows Active Navigation to solely control the defense or settlement of the
claim. Costs. Active Navigation will pay infringement claim defense costs incurred as part of its obligations above, and
Active Navigation negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely,
then Active Navigation may modify the Software, procure the necessary rights, or replace it with the functional
equivalent. If Active Navigation determines that none of these are reasonably availab le, then Active Navigation may
terminate the Software and refund (as applicable) any prepaid and unused fees subscription license, Support and
service fees and the license fee for perpetual licenses (amortized over a 5-year period from the date of the
order). Exclusions. Active Navigation has no obligation for any claim arising from: Active Navigation’s compliance with
Contract # 307.19 Revision: 2018-06-13 btf
Budget Line Item # 10022100.576500
14
Customer’s specifications; A combination of the Software with other technology where the infringement would not
occur but for the combination; or Technology not provided by Active Navigation. THIS SECTION CONTAINS
CUSTOMER’S EXCLUSIVE REMEDIES AND ACTIVE NAVIGATION’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY
INFRINGEMENT CLAIMS.
11. GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Virginia (without regard
to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this
agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Fairfax County, VA
and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking
injunctive relief in a court of competent jurisdiction. The prevailing party in litigation is entitled to recover its attorneys’ fees
and costs from the other party. UCITA as adopted in Virginia does not apply.
12. OTHER TERMS.
a. Entire Agreement. This agreement and the order constitute the entire agreement between the parties and supersede
any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject matter, oral or written, not included in this
agreement. No representation, promise or inducement not included in this agreement is binding.
b. Non-Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except
that the agreement and all orders may be assigned, without the consent of t he other party, as part of a merger, or sale
of all or substantially all of the business or assets, of a party.
c. Independent Contractors. The parties are independent contractors with respect to each other.
d. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
e. Survival of Terms and Force Majeure. All terms that by their nature survive termination of this agreement for each
party to receive the benefits and protections of this agreement, will survive. Neither party is liable for events beyond
its reasonable control, including, without limitation force majeure events.
f. Compliance Audit. No more than once in any 12-month period and upon at least 30 days advance notice, Active
Navigation (or its representative) may audit Customer’s usage of the Software at any Customer facility. Customer will
cooperate with such audit. Customer agrees to pay within 30 days of written notification any fees applicable to
Customer’s use of the Software in excess of the license.
g. Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by
both parties.
h. Export Compliance. Each party will comply with all applicable export control laws of the United States, foreign
jurisdictions and other applicable laws and regulations.
i. US GOVERNMENT Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in
subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as
applicable.
j. No PO Terms. Active Navigation rejects additional or conflicting terms of a Customer’s form-purchasing document.
Certificate Of Completion
Envelope Id: E35E2287064C4774A60F52852EA613A8 Status: Completed
Subject: Active Navigation | Pitkin County Contract 307.19 for Review and Signature
Source Envelope:
Document Pages: 15 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
10/31/2019 11:56:22 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Susan Sullivan
Susan.Sullivan@PitkinCounty.com
IG Administrator
Pitkin County Colorado
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.44.160.222
Sent: 10/31/2019 11:57:33 AM
Viewed: 11/1/2019 10:51:09 AM
Signed: 11/1/2019 11:02:33 AM
Electronic Record and Signature Disclosure:
Accepted: 7/2/2019 9:08:21 AM
ID: bad90a98-3b18-4bd0-af59-041d01cca178
Company Name: Pitkin County, Colorado
Peter Baumann
patrick.cardiello@activenavigation.com
Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.77.226.50
Sent: 11/1/2019 11:02:39 AM
Viewed: 11/1/2019 12:33:29 PM
Signed: 11/6/2019 1:25:54 PM
Electronic Record and Signature Disclosure:
Accepted: 11/1/2019 12:33:29 PM
ID: 82db705c-3c88-4347-a957-98ef2c3e0809
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: 11/6/2019 1:25:58 PM
Resent: 11/6/2019 1:26:05 PM
Viewed: 11/14/2019 1:27:06 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: 11/6/2019 1:26:00 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 11/6/2019 1:26:00 PM
Certified Delivered Security Checked 11/6/2019 1:26:00 PM
Signing Complete Security Checked 11/6/2019 1:26:00 PM
Completed Security Checked 11/6/2019 1:26:00 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: Susan Sullivan, Peter Baumann, 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.